Exhibit 4.15


EXECUTION VERSION







CITI REAL ESTATE FUNDING INC.,

Initial Note A-1 Holder


CITI REAL ESTATE FUNDING INC.,

Initial Note A-2 Holder


CITI REAL ESTATE FUNDING INC.,

Initial Note A-3 Holder


and


CITI REAL ESTATE FUNDING INC.,

Initial Note B Holder


CO-LENDER AGREEMENT


Dated as of March 10, 2020


______________________________


Commercial Mortgage Loan in the Principal Amount
of $400,000,000






 




    	 	 	 



     


    

TABLE OF CONTENTS


Page




	Section 1.   	Definitions.	3
	Section 2.   	Servicing of the Mortgage Loan.	16
	Section 3.   	Priority of Payments.	23
	Section 4.   	Allocation of Expenses and Losses.	24
	Section 5.   	Workout.	26
	Section 6.   	Administration of the Mortgage Loan.	26
	Section 7.   	Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative.	30
	Section 8.   	Appointment of Special Servicer.	32
	Section 9.   	Payment Procedure.	33
	Section 10.   	Limitation on Liability of the Note Holders.	34
	Section 11.   	Bankruptcy.	34
	Section 12.   	Representations of the Note Holders.	35
	Section 13.   	No Creation of a Partnership or Exclusive Purchase Right.	35
	Section 14.   	Other Business Activities of the Note Holders.	36
	Section 15.   	Sale of the Notes.	36
	Section 16.   	Registration of the Notes and Each Note Holder.	38
	Section 17.   	Governing Law; Waiver of Jury Trial.	39
	Section 18.   	Submission To Jurisdiction; Waivers.	39
	Section 19.   	Modifications.	40
	Section 20.   	Successors and Assigns; Third Party Beneficiaries.	40
	Section 21.   	Counterparts.	40
	Section 22.   	Captions.	41
	Section 23.   	Severability.	41
	Section 24.   	Entire Agreement.	41
	Section 25.   	Withholding Taxes.	41
	Section 26.   	Custody of Mortgage Loan Documents.	42
	Section 27.   	Cooperation in Securitization.	42
	Section 28.   	Notices.	44
	Section 29.   	Broker.	44
	Section 30.   	Certain Matters Affecting the Agent.	44
	Section 31.   	Resignation of Agent.	44
	Section 32.   	Resizing.	45




    	 	i	 



     


    

EXHIBITS AND SCHEDULES


	Exhibit No.	Exhibit Description
	A	Mortgage Loan Schedule
	B	Notices
	C	Permitted Fund Managers


 


	Schedule No.	Schedule Description
	I	Required Provisions of the Lead Securitization Servicing Agreement


 


 




    	 	ii	 



     


    

This Co-Lender Agreement
(this “Agreement”) is dated and effective as of March 10, 2020, between CITI REAL ESTATE FUNDING INC. (“CREFI”
and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial
Note A-1 Holder,” and in its capacity as the initial agent, the “Initial Agent”), CREFI (together
with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the “Initial
Note A-2 Holder”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of Note
A-3 described below, the “Initial Note A-3 Holder”), and CREFI (together with its successors and assigns in
interest, in its capacity as initial owner of Note B described below, the “Initial Note B Holder”; the Initial
Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder and the Initial Note B Holder are referred to collectively
herein as the “Initial Note Holders”).


WITNESSETH:


WHEREAS, pursuant
to the Original Loan Agreement (as defined herein), CREFI originated a certain loan (the “Mortgage Loan”) described
on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrowers
described on the Mortgage Loan Schedule (collectively, together with their respective successors and permitted assigns, the “Mortgage
Loan Borrower”), in the original principal amount of $400,000,000, which was evidenced, inter alia, by that certain
Amended, Restated and Consolidated Promissory Note in the original principal amount of $400,000,000 (“Original Note”).


WHEREAS, pursuant
to that certain First Amendment to Loan Agreement (as defined herein) executed by and between CREFI, as lender, and the Mortgage
Loan Borrower, the Original Note was amended, restated and replaced as the following four separate promissory notes with an aggregate
principal balance equal to the principal balance of the Mortgage Loan: (i) that certain Promissory Note A-1 dated as of February
18, 2020 (as such may be extended, renewed, replaced, restated or modified from time to time, “Note A-1”)
in the principal amount as of the date hereof of $213,400,000; (ii) that certain Promissory Note A-2 dated as of February 18, 2020
(as such may be extended, renewed, replaced, restated or modified from time to time, “Note A-2”) in the
principal amount as of the date hereof of $30,000,000; (iii) that certain Promissory Note A-3 dated as of February 18, 2020 (as
such may be extended, renewed, replaced, restated or modified from time to time, “Note A-3”, and Note A-1,
Note A-2 and Note A-3 are individually referred to as an “A Note” or as a “Note A,” and collectively
as “Note A” or the “A Notes”) in the principal amount as of the date hereof of $20,000,000;
and (iv) that certain Promissory Note B dated as of February 18, 2020 (as such may be extended, renewed, replaced, restated or
modified from time to time, “Note B”) in the principal amount as of the date hereof of $136,600,000.


WHEREAS, each of the
A Notes and the B Note, as such may be extended, renewed, replaced, restated or modified from time to time, is referred to herein
as a “Note.”


WHEREAS, payment of
the Notes is secured by, among other things, that certain Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement,
dated as of December 12, 2019 (as such may have been amended or restated to the date hereof and may hereafter be further amended,
restated, supplemented or otherwise modified from time to time,




    	 	1	 



     


    

the “Mortgage”),
encumbering the Mortgage Loan Borrower’s leasehold interest in a multifamily property (together with all improvements and
fixtures thereon) (the “Mortgaged Property”).


WHEREAS, it is anticipated
with respect to the Mortgage Loan that:


(a)       shortly
following the execution and delivery of this Agreement, CREFI intends to transfer Note A-1 and Note B (such Notes collectively,
the “Lead Securitization Notes”) to Citigroup Commercial Mortgage Securities Inc. (together with its permitted
successors and assigns, the “Depositor”) pursuant to a trust loan purchase agreement between CREFI and the Depositor,
and the Depositor intends to transfer the Lead Securitization Notes to Wilmington Trust, National Association, as trustee (in such
capacity, together with its permitted successors and assigns, the “Trustee”) for a securitization (such securitization,
the “Lead Securitization”) involving the issuance of the Citigroup Commercial Mortgage Trust 2020-555, Commercial
Mortgage Pass-Through Certificates, Series 2020-555, pursuant to a trust and servicing agreement dated as of March 6, 2020 (the
“Lead TSA”), between the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
servicer (in such capacity, together with its permitted successors and assigns, the “Master Servicer”) and special
servicer (in such capacity, together with its permitted successors and assigns, the “Special Servicer”), Citibank
N.A., as certificate administrator (in such capacity, together with its permitted successors and assigns, the “Certificate
Administrator”), and the Trustee and, upon such transfer, the Trustee, in its capacity as holder of Note A-1 and
Note B together with its successors and assigns, will succeed to all of the rights and obligations of the Initial Note A-1
Holder and the Initial Note B Holder;


(b)       the
Initial Note A-2 Holder may contribute Note A-2, whether in its current form or as multiple replacement promissory notes, into
one or more securitization transactions;


(c)       the
Initial Note A-3 Holder may contribute Note A-3, whether in its current form or as multiple replacement promissory notes, into
one or more securitization transactions;


WHEREAS, the Initial
Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder and the Initial Note B Holder desire to enter into this
Agreement to memorialize the terms under which they, and their successors and assigns, shall hold Note A-1, Note A-2, Note A-3
and Note B, respectively.


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




    	 	2	 



     


    

 


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.


“A Note”
shall mean any of Note A-1, Note A-2 or Note A-3.


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


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


“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 Lead Securitization
Date shall mean the Master Servicer.


“Agent Office”
shall mean the designated office of the Agent, which office initially shall be the office of the Initial Note A-1 Holder listed
on Exhibit B hereto, and, after the Lead Securitization Date, shall be the Master Servicer. The Agent Office is the address
to which notices to and correspondence with the Agent should be directed. The Agent may change the address of its designated office
by notice to the Note Holders.


“Agreement”
shall mean this Co-Lender Agreement, any exhibits and schedules hereto and all amendments hereof and thereof and supplements hereto
and thereto.


“Appraisal
Reduction Amount” shall have the meaning set forth in the Lead Securitization Servicing Agreement. Any Appraisal Reduction
Amount shall be allocated first to the Note B up to the Note B Principal Balance with any remainder being allocated to the A Notes
on a Pro Rata and Pari Passu Basis.


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


“Available
Remittance Amount” shall mean, with respect to any Remittance Date, an amount equal to: the aggregate amount of 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 Scheduled Interest Payments,
the Balloon Payment, Liquidation




    	 	3	 



     


    

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 be held as reserves or escrows or received as reimbursements on
account of recoveries in respect of property protection expenses or Property Protection Advances and Administrative Advances, in
each case, with interest thereon, then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization
Servicing Agreement which shall be applied to the extent set forth in, and in accordance with the terms of, the Mortgage Loan Documents;
(y) all amounts required to be returned to the Mortgage Loan Borrower pursuant to the terms of the Mortgage Loan Documents
or applicable law, and (z) all amounts that are then due, payable or reimbursable to any Servicer with respect to the Mortgage
Loan pursuant to the Lead Securitization Servicing Agreement and any other additional compensation payable to it thereunder (including,
without limitation, any Trust Fund Expenses relating to the Mortgage Loan (but subject to Section 4(d) hereof) reimbursable
to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Default Interest and late payment
charges (to the extent provided in Section 4(c) hereof), but excluding from this clause (z) any P&I Advances
(and interest thereon) on the Lead Securitization Notes, which shall be reimbursed in accordance with Section 2 hereof),
which shall be payable in accordance with the Lead Securitization Servicing Agreement.


“B Note”
shall mean Note B.


“Balloon
Payment” shall have the meaning assigned to such term 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.


“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 that is a CDO, shall mean the entity that 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 have the meaning assigned to such term in the recitals.


“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.


“Conduit”
shall have the meaning assigned to such term in Section 15(d).




    	 	4	 



     


    

“Conduit
Credit Enhancer” shall have the meaning assigned to such term in Section 15(d).


“Conduit
Inventory Loan” shall have the meaning assigned to such term in Section 15(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.


“Controlling
Note Holder” shall mean the Note A-1 Holder, unless the Mortgage Loan Borrower or any Mortgage Loan Borrower Related
Party owns any interest Note A-1, in which case no party shall qualify as Controlling Note Holder. In the event that Note A-1 is
held by more than one Person, the Holder(s) of at least a 51% interest therein may act as the Controlling Note Holder hereunder.
The Controlling Note Holder shall be entitled to appoint any Person to act on its behalf in exercising the rights of the Controlling
Note Holder hereunder and under the Servicing Agreement provided that such appointment is communicated in writing to the Note A
Holders and any Servicer acting on its behalf. Such designation shall remain in effect until it is revoked by the Controlling Holder
by a writing delivered to the parties hereto.


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


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


“Default
Rate” shall have the meaning assigned to such term in the Loan Agreement.


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


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


“First Amendment
to Loan Agreement” shall mean the First Amendment to Loan Agreement and Note Splitter Agreement, dated as of February
18, 2020, between CREFI as lender, and the Mortgage Loan Borrower, as the same may be further amended, restated, supplemented or
otherwise modified from time to time, subject to the terms thereof.


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


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


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




    	 	5	 



     


    

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


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


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


“Initial
Note B Holder” shall have the meaning assigned to such term in the recitals.


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


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


“Interest
Rate” shall have the meaning assigned to such term in the Loan Agreement.


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


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




    	 	6	 



     


    

“Junior Note”
shall mean Note B.


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


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


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


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


“Lead Securitization
Notes” shall mean Note A-1 and Note B.


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


“Lead Securitization
Servicing Agreement” shall mean the Lead TSA; provided, that on and after the date on which the Mortgage Loan
is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the “Lead Securitization Servicing
Agreement” shall be determined in accordance with the second paragraph of Section 2(a).


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


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


“Loan Agreement”
shall mean the Original Loan Agreement, as amended by the First Amendment to Loan Agreement, and as the same may be further amended,
restated, supplemented or otherwise modified from time to time, subject to the terms hereof.


“Major Decision”
shall have the meaning assigned to such in the Lead Securitization Servicing Agreement.


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


“Monthly
Payment Date” shall have the meaning assigned to the term “Payment Date” in the Loan Agreement.


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


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


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


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




    	 	7	 



     


    

“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 14.


“Mortgage
Loan Documents” shall mean, with respect to the Mortgage Loan, the 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.


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


“Non-Controlling
Note” shall mean Note A-2, Note A-3 and Note B.


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


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


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


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


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


“Non-Lead
Securitization” shall mean any of the Note A-2 Securitization or the Note A-3 Securitization.


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


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




    	 	8	 



     


    

“Non-Lead
Securitization Servicing Agreement” shall mean any of the Note A-2 PSA or the Note A-3 PSA.


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


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


“Non-Securitizing
Note Holder” shall mean, with respect to a Securitization, each Note Holder other than a Securitizing Note Holder with
respect to such Securitization.


“Note A”
shall mean any of Note A-1, Note A-2 and Note A-3


“Note A Holder(s)”
shall mean individually or collectively, as the context may require, the Note A-1 Holder, the Note A-2 Holder and the Note A-3
Holder.


“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 “Promissory
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-1”
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 aggregate “Promissory
Note A-2 Principal Balance” set forth on the Mortgage Loan Schedule, less any aggregate payments of principal thereon received
by the Note A-2 Holder or aggregate reductions in such amount pursuant to Section 3 or Section 4, as applicable.


“Note A-2
PSA” shall mean the pooling and servicing agreement entered into in connection with each Note A-2 Securitization.


“Note A-2
Securitization” shall mean each sale by the Note A-2 Holder of Note A-2 (or any portion of Note A-2) to a depositor
who will in turn include such Note A-2 or portion of Note A-2 as part of the securitization of one or more mortgage loans.


“Note A-2
Securitization Date” shall mean the closing date of each Note A-2 Securitization.




    	 	9	 



     


    

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


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


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


“Note A-3
PSA” shall mean the pooling and servicing agreement entered into in connection with each Note A-3 Securitization.


“Note A-3
Securitization” shall mean each sale by the Note A-3 Holder of Note A-3 (or any portion of Note A-3) to a depositor who
will in turn include such Note A-3 or portion of Note A-3 as part of the securitization of one or more mortgage loans.


“Note A-3
Securitization Date” shall mean the closing date of each Note A-3 Securitization.


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


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


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


“Note Holders”
shall mean collectively, the Note A Holders and the Note B Holder.


“Note Pledgee”
shall have the meaning assigned to such term in Section 15(c).


“Note Register”
shall have the meaning assigned to such term in Section 16.


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


“Original
Loan Agreement” shall mean the mortgage loan agreement, dated December 12, 2019, between CREFI as lender, and the Mortgage
Loan Borrower.


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


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




    	 	10	 



     


    

“Percentage
Interest” shall mean: with respect to the Note A Holders, (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, the Note A-2 Principal Balance and the Note A-3 Principal Balance, (b) with respect to the Note A-2 Holder,
a fraction, expressed as a percentage, the numerator of which is the aggregate Note A-2 Principal Balance and the denominator of
which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance and the Note A-3 Principal Balance, and (c)
with respect to the Note A-3 Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-3 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance and the Note A-3 Principal
Balance.


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


“Pledge”
shall have the meaning assigned to such term in Section 15(c).


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


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


(c)   
one or more of the following:


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




    	 	11	 



     


    

(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 that 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); or (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 subject to Rating Agency Confirmations from 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 asset or assets held by the Securitization
Vehicle which require that such Approved Servicer act in accordance with a servicing standard notwithstanding any contrary direction
or instruction from any other Person; or (3) in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager
and, if applicable, each Intervening Trust Vehicle that is not administered and managed by a CDO Asset Manager which is a Qualified
Institutional Lender, are each a Qualified Institutional Lender under clauses (i), (ii), (iv) or (v)
of this definition, or


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


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


in the case of any entity referred to
in clause (c)(i), (ii), (iii), (iv)(B) or (v) of this definition, (x) such entity
has at least $200,000,000 in capital/statutory surplus or shareholders’ equity




    	 	12	 



     


    

(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 that is Controlled by any of the entities described in clause (b) 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 for the Lead Securitization Trust to rate the securities issued by the Lead Securitization Trust.


“Qualified
Trustee” means (i) a corporation, national bank, national banking association or a trust company, organized and
doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust
powers and to accept the trust conferred, having a combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or
(iii) an institution whose long-term senior unsecured debt is rated either of the then in effect top three rating categories
of each of the applicable Rating Agencies (or, if not rated by an applicable Rating Agency, an equivalent (or higher) rating from
any two of Fitch, Moody’s and S&P).


“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 engaged by any Note Holder to rate the securities issued in connection with the Securitization
of the related Note; provided, that, at any time during which one or more of the Notes 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 related Notes.


“Rating Agency
Confirmation” shall mean a confirmation in writing by each of the Rating Agencies that the occurrence of the event with
respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or withdrawal of the
applicable rating or ratings ascribed by such Rating Agency to any of the securities issued pursuant to a Securitization that are
then outstanding. If no such securities are outstanding or the Lead Securitization Note is not part of a Securitization, any action
that would otherwise require a Rating Agency Confirmation shall instead require the consent of the Lead Securitization Note Holder,
which consent shall not be unreasonably withheld or delayed. For the purposes of this Agreement, if any Rating Agency shall waive,
decline or refuse to review or otherwise engage any request for Rating Agency Confirmation hereunder, such waiver, declination,
or refusal shall be deemed to eliminate, for such request only, the condition that a Rating Agency 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 a Rating Agency Confirmation hereunder shall not be deemed a waiver, declination or refusal
to




    	 	13	 



     


    

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


“Redirection
Notice” shall have the meaning assigned to such term in Section 15(c).


“REMIC”
shall have the meaning assigned to such term in Section 6(d).


“Remittance
Date” shall mean with respect to (i) the Lead Securitization Notes, and with respect to each Distribution Date, the Business
Day immediately preceding such Distribution Date, (ii) Note A-2, the Business Day following the Note A-2 Securitization Determination
Date, and (iii) Note A-3, the Business Day following the Note A-2 Securitization Determination Date, provided, that in the case
of clauses (ii) and (iii), such date is at least one Business Day after receipt of the Monthly Payment and no sooner
than the sixth calendar day of the month. The “Note A-2 Securitization Determination Date” shall mean the business
day immediately preceding the “master servicer remittance date,” as such term or a similar term is defined in the Note
A-2 PSA. The “Note A-3 Securitization Determination Date” shall mean the business day immediately preceding
the “master servicer remittance date,” as such term or a similar term is defined in the Note A-3 PSA.


“Required
Special Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more loans included
in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date
of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special
servicer of such commercial mortgage loans, (iv) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer
as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to
the time of determination, and (v) in the case of DBRS or Morningstar, such special servicer is currently acting as special servicer
for one or more loans included in a commercial mortgage loan securitization that is rated by a Rating Agency, and DBRS or Morningstar,
as applicable, has not downgraded or withdrawn the then-current rating on any class of commercial mortgage-backed securities or
placed any class of commercial mortgage-backed securities on watch citing the continuation 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.


“Senior Note”
shall mean any of Note A-1, Note A-2 or Note A-3.




    	 	14	 



     


    

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


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


“Securitization”
shall mean the Lead Securitization or any Non-Lead Securitization, as applicable.


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


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


“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.


“Special
Loan Event of Default” shall mean (a) a monetary Loan Event of Default, (b) a non-monetary Mortgage Loan Event
of Default with respect to which (i) the repayment of the Mortgage Loan is accelerated, or (ii) the Mortgage Loan becomes a Specially
Serviced Loan, (c) the Mortgaged Property becomes REO Property, or (d) a Mortgage Loan Event of Default which occurs due to an
insolvency proceeding with respect to or against the Borrower.


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


“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 15.


“Trust Fund
Expense” shall have the meaning set forth in the Lead Securitization Servicing Agreement.


“Trust Loan”
shall mean Note A-1 and Note B, collectively.




    	 	15	 



     


    

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


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


“Yield Maintenance
Premium” shall have the meaning assigned to such term in the Loan 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 Lead Securitization Date by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement and
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 Notes 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, without limitation, any provisions governing the determination
of non-recoverability of Advances). The Lead Securitization Servicing Agreement shall contain terms and conditions that are customary
for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating
to the tax elections of any Securitization Trust, (ii) required by law or changes in any law, rule or regulation or (iii) generally
required by the Rating Agencies in connection with the issuance of ratings in securitizations similar to the Securitizations. Each
Note Holder acknowledges that any other Note A Holder may elect, in its sole discretion, to include its Note in a Securitization
and agrees that it will, subject to Section 27, reasonably cooperate with such other Note A Holder, at such other Note
A 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 and the Trustee under the Lead Securitization
Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Controlling Note Holder and agrees to reasonably
cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with
the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints the Master Servicer, the Special Servicer and the
Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with
respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement
(subject at all times to the rights of the Note Holders set forth herein and in the Lead Securitization Servicing Agreement). In
no event shall the Lead Securitization Servicing Agreement require any Servicer




    	 	16	 



     


    

to enforce the rights of any Note Holder
against any other Note Holder or limit any Servicer in enforcing the rights of one Note Holder against any other Note Holder; however,
this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each
Servicer shall be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage Loan in accordance with
Accepted Servicing Practices, the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement, this Agreement,
the Mezzanine Intercreditor Agreement and applicable law (including the REMIC Provisions), and shall not take any action or refrain
from taking any action or follow any direction inconsistent with the foregoing.


Upon the Note A-1
Securitization, any proceeds received from the sale of the primary servicing rights with respect to the Mortgage Loan shall be
remitted, promptly upon receipt thereof, to the Initial Note Holders on a Pro Rata and Pari Passu Basis. Any proceeds received
by any Initial Note Holder from the master servicing rights with respect to its Note shall be for its own account. The Initial
Note Holders shall jointly agree on the “primary servicing fee rate” applicable to the Mortgage Loan that is permitted
to be netted from payments of interest on each Remittance Date to each Non-Lead Securitization Note Holder.


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, that if a Non-Lead Securitization Note is in a Securitization and the servicer(s) to be appointed under such replacement
servicing agreement would not otherwise meet the conditions to be a servicer under the Lead Securitization Servicing Agreement
that is being replaced, then a Rating Agency Confirmation shall have been obtained from each Rating Agency with respect to the
securities issued in connection with such Securitization for such Non-Lead Securitization Note; provided, further, that
until a replacement servicing agreement has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan
to be serviced pursuant to the provisions of the Lead Securitization Servicing Agreement, as if such agreement were still in full
force and effect with respect to the Mortgage Loan, by the applicable 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. The Note Holders acknowledge that at any time that the Trust Loan is no longer subject to the provisions of the Lead
Securitization Servicing Agreement, the Master Servicer shall have no further obligation to make P&I Advances with respect
to the Trust Loan.


(b)       The
Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent
provided in the Lead Securitization Servicing Agreement): (i) shall be required to make Property Protection Advances on 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 solely on the Lead Securitization Notes, subject to the terms of the Lead Securitization Servicing Agreement and
this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement for
a Property Protection Advance, first from funds on deposit in the Collection




    	 	17	 



     


    

Account that (in any case) represent
amounts received on or in respect of the B Note, second from funds on deposit in the Collection Account that (in any case)
represent amounts received on or in respect of the A Notes, and then, in the case of Property Protection Advances that are
Nonrecoverable Advances, if such funds on deposit in the Collection Account are insufficient, to the extent of a Non-Lead Securitization
Note’s Pro Rata Share of such Nonrecoverable Advances, from general collections of such Non-Lead Securitization. The Master
Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement for interest on a Property Protection
Advance (including any Nonrecoverable Advance) in the manner and from the sources provided in the Lead Securitization Servicing
Agreement. Notwithstanding the foregoing, to the extent funds on deposit in the Collection Account are insufficient to reimburse
the Master Servicer, the Special Servicer or the Trustee for a Property Protection Advance that is a Nonrecoverable Advance or
any interest on a Property Protection Advance (including any Nonrecoverable Advance), each Non-Lead Securitization Note Holder
(including any Securitization Trust into which such Non-Lead Securitization Note is deposited) shall be required to, promptly following
notice from the Master Servicer, reimburse the Lead Securitization for its Pro Rata Share of such Nonrecoverable Advance or interest
thereon.


In addition,
any Non-Lead Securitization Note Holder (including, but not limited to, any Securitization Trust into which such Non-Lead Securitization
Note is deposited) shall be required to, promptly following notice from the Master Servicer or Special Servicer, reimburse the
Lead Securitization for such Non-Lead Securitization Note Holder’s Pro Rata Share of any Trust Fund Expenses or other fees,
costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan and the Mortgaged Property
as to which the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Depositor, as applicable,
is entitled to be reimbursed pursuant to the Lead Securitization Servicing Agreement (other than P&I Advances and interest
thereon), to the extent amounts on deposit in Collection Account are insufficient for reimbursement of such amounts. Each Non-Lead
Securitization Note Holder agrees to indemnify (as and to the same extent the Lead Securitization Trust is required to indemnify
each of the following parties in the Lead Securitization Trust pursuant to the terms of the Lead Securitization Servicing Agreement)
each of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee (if and to the
extent it has responsibilities with respect to the Non-Lead Securitization Notes) (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) (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 servicing and administration
of the Mortgage Loan and the Mortgaged Property 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 Collection
Account are insufficient for reimbursement of such amounts, each Non-Lead Securitization Note Holder shall be required to, promptly
following notice from the Master Servicer or Special Servicer, 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 of the related Non-Lead Securitization).




    	 	18	 



     


    

Any Non-Lead
Master Servicer (or Non-Lead Trustee (if not made by such Non-Lead Master Servicer)) may be required to make P&I Advances on
the respective Non-Lead Securitization Note, from time to time, subject to the terms of the related Non-Lead Securitization Servicing
Agreement, the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee,
as applicable, shall be entitled to make their own recoverability determination with respect to a P&I Advance to be made on
the Lead Securitization Note based on the information that they have on hand and in accordance with the Lead Securitization Servicing
Agreement. Any Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee under any Non-Lead Securitization Servicing
Agreement, as applicable, shall be entitled to make its own recoverability determination with respect to a P&I Advance to be
made on the related Non-Lead Securitization Note based on the information that they have on hand and in accordance with the related
Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and any Non-Lead Master Servicer
or Non-Lead Trustee, as applicable, shall be required to notify the other of the amount of its P&I Advance within two (2) business
days of making such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect to the Lead
Securitization Note) or a Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee, as applicable (with respect
to a Non-Lead Securitization Note), determines that a proposed P&I Advance, if made, would be non-recoverable or an outstanding
P&I Advance is or would be non-recoverable (in each instance, giving due regard to the factors specified in the Lead Securitization
Servicing Agreement, including the subordinate nature of Note B), 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 such Non-Lead Master Servicer or Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in
the case of the a determination of non-recoverability by a Non-Lead Master Servicer, a Non-Lead Special Servicer or a Non-Lead
Trustee) shall notify the Master Servicer and the Trustee, or the related Non-Lead Master Servicer and the related Non-Lead Trustee,
as the case may be, of such other Securitization within two (2) business days of making such determination. P&I Advances with
respect to any Note are reimbursable solely out of collections allocable to such Note in accordance with this Agreement, and shall
not be reimbursed or paid, as the case may be, out of collections allocable to any other Note in accordance with this Agreement.
Each of the Master Servicer and the Trustee, any Non-Lead Master Servicer and any Non-Lead Trustee, as applicable, shall only be
entitled to reimbursement for interest on a P&I Advance, in each case subject to the terms of the Lead Securitization Servicing
Agreement, first from the Collection Account from amounts allocable to the B Note, as and to the extent provided in the
Lead Securitization Servicing Agreement, second from the Collection Account from amounts allocable to the A Note for which
such P&I Advance was made, and then, if funds are insufficient, in the case of a P&I Advance on a Non-Lead Securitization
Note that has been determined to be non-recoverable, from general collections of the related Securitization Trust, as and to the
extent provided in the related Non-Lead Securitization Servicing Agreement.


(c)       Each
Non-Lead Securitization Note Holder, if its Non-Lead Securitization Note is included in a Securitization, shall cause the applicable
Non-Lead Securitization Servicing




    	 	19	 



     


    

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


(i)           
the applicable Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Trustee for such Non-Lead Securitization
shall be required to notify the Master Servicer, the Special Servicer and the Trustee and the applicable Non-Lead Master Servicer,
Non-Lead Special Servicer and Non-Lead Trustee each other Non-Lead Securitization of any monthly principal and interest advance
it has made with respect to the applicable Note included in such Non-Lead Securitization within two Business Days of making such
advance;


(ii)           
if the applicable Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee for such Non-Lead Securitization
determines that a proposed monthly principal and interest advance with respect to the related Note, if made, or any outstanding
monthly principal and interest advance previously made, would be, or is, as applicable, a "nonrecoverable advance," the
master servicer shall provide the Master Servicer and the applicable Non-Lead Master Servicer in any other Non-Lead Securitization
written notice of such determination within 2 Business Days after such determination was made;


(iii)           
such Non-Lead Securitization Note Holder shall be responsible for its Pro Rata Share of any Property Protection Advances
that are Nonrecoverable Advances (and advance interest thereon) and any Trust Fund Expenses as and to the extent provided herein,
but only to the extent that they relate to servicing and administration of the Mortgage Loan or the Mortgaged Property, including
without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Notes, and that if the
funds received with respect to each respective Note A are insufficient to cover such Property Protection Advances or Trust Fund
Expenses, the related Non-Lead Master Servicer will be required to, promptly following notice from the Master Servicer or Special
Servicer, reimburse the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, out
of general collections in the collection account (or equivalent account) established under such Non-Lead Securitization Servicing
Agreement for such Non-Lead Securitization Note Holder’s Pro Rata Share of any such Property Protection Advances that are
Nonrecoverable Advances (and interest thereon) and other Trust Fund Expenses;


(iv)           
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 pursuant to the terms of Lead Securitization Servicing Agreement) by the Securitization
Trust holding such Non-Lead Securitization Note, 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 Collection Account are insufficient for reimbursement of such amounts,
the related Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties for its Pro Rata
Share of the insufficiency out of general collections in the collection account (or equivalent account) established under such
Non-Lead Securitization Servicing Agreement.




    	 	20	 



     


    

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


(vi)           
(a) each of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement will be a third party
beneficiary under the applicable Non-Lead Securitization Servicing Agreement with respect to any provisions therein relating to
(1) the reimbursement of any Nonrecoverable Property Protection Advances made with respect to applicable Note included in such
Non-Lead Securitization by the Master Servicer or the Trustee under the Lead Securitization Servicing Agreement and (2) as to the
Master Servicer only, the indemnification of the Master Servicer against any Indemnified Items incurred in connection with any
Non-Lead Securitization Servicing Agreement and relating to the applicable Note included in such Non-Lead Securitization and (ii)
the Special Servicer will be a third party beneficiary under the related Non-Lead Servicing Agreement with respect to any provisions
therein relating to (1) the reimbursement of any Nonrecoverable Property Protection Advances made with respect to such Note included
in such Non-Lead Securitization by the Special Servicer (it being understood that the Special Servicer is not required to make
any Property Protection Advances) and (2) the indemnification of the Special Servicer against any Indemnified Items incurred in
connection with any Non-Lead Securitization Servicing Agreement and relating to the applicable Note included in such Non-Lead Securitization;


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


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




    	 	21	 



     


    

Holder (or the Master Servicer or the
Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer and the related Non-Lead Special
Servicer (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related
Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer and such 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.


(e)       In
addition to the foregoing, each Non-Lead Securitization Servicing Agreement shall contain terms and conditions that are customary
for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code
relating to the tax elections of the trust fund formed pursuant to such Non-Lead Securitization Servicing Agreement, (ii) required
by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the related Securitization.
Each Non-Lead Securitization Note Holder shall have the right to and shall designate the Non-Lead Master Servicer and Non-Lead
Special Servicer with respect to the Securitization related to its Note, subject to the provisions of the Lead Securitization Servicing
Agreement. Without limiting the generality of any provision set forth above, for purposes of the Mortgage Loan, each Non-Lead Securitization
Servicing Agreement shall contain (a) provisions requiring the related Non-Lead Master Servicer and the related Non-Lead Special
Servicer to maintain, or subjecting them to possible termination for not maintaining, compliance with customary servicer rating
criteria (but the rating agencies need not be the same) and (b) provisions substantially similar in all material respects to or
materially consistent with those set forth in the Lead Securitization Servicing Agreement with respect to indemnification of the
Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee under the Lead Securitization
Servicing Agreement (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) 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 servicing
and administration of the Mortgage Loan or the Mortgaged Property to the same extent that the Lead Securitization Servicing Agreement
indemnifies the Indemnified Parties against the Indemnified Items; provided, that (A) this statement shall not be construed
to prohibit differences in timing, terminology, allocation of ministerial duties between multiple servicers or other service providers
or certificateholder or investor voting thresholds, or to prohibit or restrict additional rating agency communication and confirmation
requirements, in each case to the extent not specifically covered herein; and (B) if there is any conflict between this sentence
and any other provision of this Agreement, such other provision of this Agreement shall control.


(f)       Each
Non-Lead Securitization Note Holder shall give each of the parties to the Lead Securitization Servicing Agreement notice of the
Securitization of the related Non-Lead Securitization Note in writing (which may be by e-mail) prior to the applicable securitization
date. Such notice shall contain contact information for each of the parties to the related Non-Lead Securitization Servicing Agreement.
In addition, after the applicable securitization date, each Non-Lead Securitization Note Holder shall send a copy of the related
Non-Lead Securitization Servicing Agreement to each of the parties to the Lead Securitization Servicing Agreement.




    	 	22	 



     


    

(g)       The
Lead Securitization Note Holder shall cause the Lead Securitization Servicing Agreement to contain provisions requiring the Master
Servicer to deliver to any Non-Lead Master Servicer, any Non-Lead Special Servicer and any Non-Lead Trustee a statement of any
Appraisal Reduction Amount promptly following the calculation thereof. Any Appraisal Reduction Amount shall be allocated first
to the Note B up to the Note B Principal Balance with any remainder being allocated to the A Notes on a Pro Rata and Pari Passu
Basis.


Section 3.               
Priority of Payments.


Each A Note shall
be of equal priority, and no portion of any A Note shall have priority or preference over any portion of any other A Note or security
therefor. The B Note and the rights of the Note B Holder to receive payments of interest, principal and other amounts with respect
to the B Notes shall at all times be junior, subject and subordinate to the A Notes and the right of the Note A Holders to receive
payments of interest, principal and other amounts with respect to the A Notes. The Note Holders hereby agree that, for as long
as the Mortgage Loan is outstanding, the Available Remittance Amount shall be applied by the Lead Securitization Note Holder (or
its designee) to the Notes in the following order of priority and at such times as are set forth in the Lead Securitization Servicing
Agreement:


(i)                
first, to the Note A Holders, on a Pro Rata and Pari Passu Basis (based on their respective entitlements in accordance
with this clause), up to the amount of any unreimbursed costs and expenses paid or advanced by the Note A Holders with respect
to the Mortgage Loan pursuant to, and reimbursable pursuant to, this Agreement or the Lead Securitization Servicing Agreement including,
but not limited to, any outstanding Property Protection Advance (with advance interest thereon);


(ii)              
second, to the Note A Holders with respect to the A Notes, on a Pro Rata and Pari Passu Basis, in each case in an
amount equal to the accrued and unpaid interest (through the end of the then most recently ended Interest Accrual Period) on the
Note A-1 Principal Balance, Note A-2 Principal Balance and the Note A-3 Principal Balance, as applicable, at the
related Interest Rate in effect, net of the applicable Servicing Fee Rate, until all such interest is paid in full;


(iii)            
third, to the Note B Holder with respect to the B Note, in an amount equal to the accrued and unpaid interest (through
the end of the then most recently ended Interest Accrual Period) on the Note B Principal Balance, at the related Interest
Rate, net of the applicable Servicing Fee Rate, until all such interest is paid in full;


(iv)            
fourth, to the Note A Holders with respect to the A Notes, (i) at any time that no Special Loan Event of Default
has occurred and is continuing, in an amount equal to all payments and prepayments of principal of the Mortgage Loan, on a Pro
Rata and Pari Passu Basis, in an amount equal to the Note A-1 Principal Balance, the Note A-2 Principal Balance and the
Note A-3 Principal Balance, until such time as the Note A-1 Principal Balance, the Note A-2 Principal Balance and
the Note A-3 Principal Balance have been reduced to zero, and (ii) at any time that a Special Loan Event of Default has occurred
and is continuing, on a Pro Rata and Pari Passu Basis, in an amount equal to the Note A-1 Principal Balance, the Note A-2
Principal Balance and the Note A-3 Principal




    	 	23	 



     


    

Balance, until such time as the
Note A-1 Principal Balance, the Note A-2 Principal Balance and the Note A-3 Principal Balance have been reduced
to zero;


(v)              
fifth, to the Note B Holder with respect to the B Note, (i) at any time that no Special Loan Event of Default has
occurred and is continuing, in an amount equal to all payments and prepayments of principal of the Mortgage Loan (exclusive of
any portion thereof applied pursuant to subclause (i) of clause fourth above), in an amount equal to the Note B Principal
Balance, until such time as the Note B Principal Balance has been reduced to zero, and (ii) at any time that a Special Loan
Event of Default has occurred and is continuing, in an amount equal to the Note B Principal Balance, until such time as the
Note B Principal Balance has been reduced to zero;


(vi)            
sixth, to the Note A Holders with respect to the A Notes, on a Pro Rata and Pari Passu Basis, any Yield Maintenance
Premium due in accordance with the Mortgage Loan Documents in connection with a payment or prepayment on the A Notes, to the extent
actually paid;


(vii)          
seventh, to the Note B Holder with respect to the B Note, any Yield Maintenance Premium due in accordance with the
Mortgage Loan Documents in connection with a payment or prepayment on the B Note, to the extent actually paid;


(viii)        
eighth, to the Note A Holders with respect to the A Notes, on a Pro Rata and Pari Passu Basis, any late payment charges
or interest at the Default Rate due in respect of the A Notes in accordance with the Mortgage Loan Documents (after application
as provided in Section 4(c) and in the Lead Securitization Servicing Agreement), until all such amounts are paid;


(ix)            
ninth, to the Note B Holder with respect to the B Note, any late payment charges or interest at the Default Rate
due in respect of the B Note in accordance with the Mortgage Loan Documents (after application as provided in Section 4(c) and
in the Lead Securitization Servicing Agreement), until all such amounts are paid; and


(x)              
tenth, to the Note Holders, any remaining amounts to be allocated between the Note Holders on a Pro Rata and Pari
Passu Basis;


provided that, to the extent required
under the REMIC provisions of the Code, payments or proceeds received with respect to any partial release of any portion of a Mortgaged
Property (including pursuant to a condemnation) at a time when the loan-to-value ratio of the Trust Loan (as determined in accordance
with applicable REMIC requirements) exceeds 125% (based solely upon the value of the remaining real property and excluding any
personal property or going concern value) shall be allocated to reduce the principal balance of the A Notes and the B Note, in
that order, in the manner permitted by such REMIC provisions.


Notwithstanding the
foregoing, the amount of any remittance under this Section 3 to a particular Note Holder may be subject to reduction in
accordance with the allocation of an expense or loss in accordance with, and in the order of priority set forth in, Section
4 hereof.


Section 4.               
Allocation of Expenses and Losses.




    	 	24	 



     


    

(a)       All
expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal
or interest, Property Protection Advances, interest on Advances, Special Servicing Fees, Liquidation Fees and Workout Fees shall,
to the extent not paid by the Borrower, be allocated (subject to the next paragraph): first, to the B Note and, second,
to the A Notes on a Pro Rata and Pari Passu Basis. Expenses or losses allocated to a particular Note shall be applied, first,
to reduce principal distributions otherwise payable thereon, second, to reduce interest distributions otherwise payable
thereon and, third, to reduce any other distributions otherwise payable thereon. Each of the Note Holders hereby authorizes
the withdrawals, for the payment of costs, expenses and losses relating to the Mortgage Loan and/or the Mortgaged Property, contemplated
to be made pursuant to the Lead Securitization Servicing Agreement and this Section 4, in each case, to be deducted from amounts
(including principal and interest distributions) that are otherwise payable to such Note Holder pursuant to Section 3.


(b)       Notwithstanding
the foregoing, P&I Advances with respect to any Note are reimbursable solely out of collections allocable to such Note in accordance
with this Agreement, and shall not be reimbursed or paid, as the case may be, out of collections allocable to any other Note in
accordance with this Agreement.


If any cost or expense
(including any reimbursement of Property Protection Advances) is paid out of amounts otherwise payable to any Note A Holder with
respect to its respective A Note because of insufficient collections on the B Note being available to pay such cost or expense,
and if amounts are subsequently collected with respect to the B Note from which such cost or expense would have been paid had it
remained outstanding, then such A Noteholder will be entitled to reimbursement for such cost or expense pursuant to Section
3(i).


(c)       For
clarification purposes, Default Interest and late payment charges paid on each Note shall be applied (i) first, 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, (ii) second,
to pay the Servicer, Trustee, a Non-Lead Master Servicer or a Non-Lead Trustee , for any interest accrued on any related P&I
Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or the
related Non-Lead Securitization Servicing Agreement, as applicable), (iii) third, to pay Trust Fund Expenses (including
interest on Administrative Advances and Special Servicing Fees, Workout Fees and Liquidation Fees) incurred with respect to the
Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and (iv) fourth, (a) in the case of the remaining
amount of Default Interest and late payment charges allocable to the Lead Securitization Notes, be paid to the Master Servicer
and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and
(b) in the case of the remaining amount of Default Interest and late payment charges allocable to a Non-Lead Securitization Note,
be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Holder and (y) following the
securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided
in the Lead Securitization Servicing Agreement.




    	 	25	 



     


    

(d)       Anything
herein or in the Lead Securitization Servicing Agreement to the contrary notwithstanding, if one of the Notes is included in a
REMIC and another 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 any other Note Holder be reduced
to offset or make-up any such payment or deficit.


Section 5.               
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 Accepted Servicing Practices, 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 allocation and payment priorities of each Note as described in Section 3.


In connection with
the foregoing, the Note Holders agree that, to the extent consistent with Accepted Servicing Practices (taking into account the
extent to which the B Note is junior to the A Notes): (x) no waiver, reduction or deferral of any particular amounts due on any
of the A Notes (except for REMIC or Grantor Trust expenses, if applicable) shall be effected prior to the waiver, reduction or
deferral of the entire corresponding item in respect of the B Note; and (y) no reduction of the Interest Rate of any of the A Notes
shall be effected prior to the reduction of the Interest Rate of the B Note, to the fullest extent possible. Notwithstanding anything
contained herein to the contrary, any of the actions referred to in the immediately preceding clauses (x) and (y)
shall be effected as among the A Notes and the Note A Holders, on a Pro Rata and Pari Passu Basis as regards the economic effects
thereto.


Section 6.               
Administration of the Mortgage Loan.


(a)       Subject
to this Agreement (including but not limited to Section 6(c)) and the Lead Securitization Servicing Agreement and subject
to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder
(or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have
the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the
Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents
or consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call
or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and no Non-Lead
Securitization Note Holder shall have any voting, consent or other rights whatsoever except as explicitly set forth herein with
respect to the Lead Securitization Note




    	 	26	 



     


    

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, no Non-Lead Securitization Note Holder shall have any right to, and each Non-Lead Securitization Note Holder
hereby presently and irrevocably assigns and conveys to the Lead Securitization Note Holder (or the Master Servicer, the Special
Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) the rights, if any, that such Note Holder has
to, (i) call or cause the Lead Securitization Note Holder to call an Event of Default under the Mortgage Loan, or (ii) exercise
any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing or causing
the Lead Securitization Note Holder to file any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee acting on behalf of the
Lead Securitization Note Holder) shall not have any fiduciary duty to any Non-Lead Securitization Note Holder in connection with
the administration of the Mortgage Loan or the Mortgaged Property (but the foregoing shall not relieve the Lead Securitization
Note Holder from the obligation to make any disbursement of funds as set forth herein or its obligation to follow Accepted Servicing
Practices (in the case of the Master Servicer or the Special Servicer) or any liability for failure to do so).


Each Note Holder
hereby acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of
the Lead Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Mortgage Loan, to sell the Notes together as
notes evidencing a single whole loan, subject to the terms and conditions of, and in the manner set forth in, the Lead Securitization
Servicing 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 without the written consent of each Non-Lead
Securitization Note Holder (provided, that such consent shall not be required if such holder is a Borrower or an Affiliate of a
Borrower) unless the Special Servicer has delivered to such Non-Lead Securitization Note Holder: (a) at least 15 Business Days
prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10 days prior to the proposed sale date,
a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection
with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent Appraisal for the
Mortgage Loan, and any documents in the servicing file reasonably requested by such Non-Lead Securitization Note Holder that are
material to determining the price of the Mortgage Loan; and (d) until the sale is completed, and a reasonable period of time (but
no less time than is afforded to other offerors) prior to the proposed sale date, all information and other documents being provided
to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection
with the proposed sale; provided, however, that any Non-Lead Securitization Note Holder may waive as to itself any of the delivery
or timing requirements set forth in this sentence. Subject to the foregoing, each of the Controlling Note Holder, the Controlling
Note Holder Representative, the Non-Controlling Note Holders and the Non-Controlling Note Holder Representatives shall be permitted
to submit an offer at any sale of the Mortgage Loan, unless such person is a Borrower or an affiliate of a Borrower.


Each Non-Lead
Securitization Note Holder hereby appoints the Lead Securitization Note Holder as its agent, and grants to the Lead Securitization
Note Holder an




    	 	27	 



     


    

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


The authority
of the Lead Securitization Note Holder to sell any Non-Lead Securitization Note, and the obligations of any Non-Lead Securitization
Note Holder to execute 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 the Lead Securitization
Notes are repurchased by the initial holders of such Lead Securitization Notes that sold such Lead Securitization Notes into the
Lead Securitization from the Lead Securitization Trust in connection with a material breach of representation or warranty made
by such Person with respect to such Lead Securitization Notes or material document defect with respect to the documents delivered
by such Person with respect to the Lead Securitization Notes 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 holders of the Lead Securitization Notes that sold such Lead Securitization Notes into the Lead Securitization or any
document delivery obligation imposed on such Persons under any mortgage loan purchase and sale agreement, instrument of transfer
or other document or instrument that may be executed or delivered by such Person in connection with the Lead Securitization.


(b)       The
administration of the Mortgage Loan and the Mortgaged Property 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 Mortgage Loan (or to the extent otherwise provided in the Lead Securitization Servicing Agreement), by the
Special Servicer, in each case pursuant to the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary
contained herein, in accordance with the Lead Securitization Servicing Agreement, the Lead Securitization Note Holder shall cause
the Master Servicer and the Special Servicer to service and administer the Mortgage Loan in accordance with Accepted Servicing
Practices, taking into account the interests of each Note Holder. 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 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 without such Non-Lead Securitization Note Holder’s prior
written consent. Each Non-Lead Securitization Note Holder (unless it is the same Person as or an Affiliate of the Mortgage Loan
Borrower) shall be a third-party beneficiary to the Lead Securitization Servicing Agreement with respect to its rights as specifically
provided for therein.




    	 	28	 



     


    

(c)       Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be required (i) to provide copies of any notice, information and report that it is required to provide to the Lead Securitization
Subordinate Class Representative pursuant to the Lead Securitization Servicing Agreement with respect to any Major Decisions or
the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, to each Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative), within the same time frame it is required to provide 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 expiration of the Control Period or the Consultation Period or any effectively equivalent period) and (ii) to consult with
each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) on a strictly non-binding basis, to the extent
having received such notices, information and reports, such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an
Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Controlling Note Holder
(or its Non-Controlling Note Holder Representative); provided that after the expiration of a period of ten (10) Business
Days (or, in connection with a leasing matter, five (5) Business Days, or in connection with an Acceptable Insurance Default, thirty
(30) days) from the delivery to such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) by the Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) 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 such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
(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
(or, in connection with a leasing matter, five (5) Business Day period, or in connection with an Acceptable Insurance Default,
thirty (30) day period) shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto).
Notwithstanding the consultation rights of each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
set forth in the immediately preceding sentence, the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting
on its behalf) implement 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 (or, in connection with a leasing matter, five (5) Business Day period, or in connection
with an Acceptable Insurance Default, thirty (30) 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 (as a collective whole). In no event shall the Lead Securitization Note Holder (or Master Servicer or Special Servicer,
acting on its behalf) be obligated at any time to follow or take any alternative actions recommended by any Non-Controlling Note
Holder (or its Non-Controlling Note Holder Representative).


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




    	 	29	 



     


    

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


(d)       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. 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.


		Section	7.               
Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative.



(a)               
The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”).
The Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace
the Controlling Note Holder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement,
the Controlling Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling
Note Holder Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage
Loan Borrower), including, without limitation, the Controlling Note Holder, any officer or employee of the Controlling Note Holder,
any Affiliate of the Controlling Note Holder or any other unrelated third party. No such Controlling Note Holder Representative
shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted
to be taken by the Controlling Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting
on behalf of the Controlling Note Holder. Any Servicer acting on behalf of the Lead Securitization Note Holder shall not be required
to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified the Servicer
or Trustee of such appointment and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note
Holder, the Controlling Note Holder Representative provides any Servicer or Trustee with written




    	 	30	 



     


    

confirmation of its acceptance of such
appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees
of such person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers).
The Controlling Note Holder shall promptly deliver such information to any Servicer. None of the Servicers and Trustee shall be
required to recognize any person as a Controlling Note Holder Representative until they receive such information from the Controlling
Note Holder. The Controlling Note Holder agrees to inform each such Servicer or Trustee of the then-current Controlling Note Holder
Representative. So long as a Control Period 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 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 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 negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any
exercise of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed to
give any consent, solely in the interests of any Note Holder.


(c)               
Each Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the Mortgage Loan (a “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 each Non-Controlling Note Holder and any
related Non-Controlling Note Holder Representative mutatis mutandis. The Non-Controlling Note Holder Representative with
respect to each Non-Controlling Note, 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 related Initial Note Holder. The Non-Controlling Note Holder
shall provide notice of its identity and contact information (including any change thereof) to the Trustee, Certificate Administrator,
the Master Servicer and the Special Servicer under the Lead Securitization; provided, that each Initial Note Holder shall be deemed
to have provided such




    	 	31	 



     


    

notice on the date hereof. The Trustee,
Certificate Administrator, the Master Servicer and the Special Servicer under the Lead Securitization shall be entitled to conclusively
rely on such identity and contact information received by it and shall not be liable in respect of any deliveries hereunder sent
in reliance thereon.


		Section	8.               
Appointment of Special Servicer.







(a)               
Subject to the conditions and requirements set forth in the Lead Securitization Servicing Agreement, the Controlling Note
Holder (or its Controlling Note Holder Representative) shall have the right at any time and from time to time, with or without
cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer
in lieu thereof. Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to
serve as Special Servicer shall be made by delivering to the other Note Holders, the Master Servicer, the then existing Special
Servicer and other parties to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying
the other conditions to such replacement as set forth in the Lead Securitization Servicing Agreement (including, without limitation,
a Rating Agency Confirmation, if required by the terms of the Lead Securitization Servicing Agreement) and delivering to each Non-Lead
Securitization Note Holder a Rating Agency Confirmation with respect to any rated securities issued in a Non-Lead Securitization,
in each case if applicable. The Controlling Note Holder shall be solely responsible for any expenses incurred in connection with
any such replacement. 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 8. 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 a Non-Controlling Note Holder, such Non-Controlling
Note Holder shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization
Trust, the Controlling Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement (or at
any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the successor
servicing agreement pursuant to which the Mortgage Loan is being serviced) solely with respect to the Mortgage Loan pursuant to
and in accordance with the terms of the Lead Securitization Servicing Agreement (or at any time that the Mortgage Loan is no longer
subject to the provisions of the Lead Securitization Servicing Agreement, the successor servicing agreement pursuant to which the
Mortgage Loan is being serviced). The Controlling Note Holder and the Non-Controlling Note Holders acknowledge and agree that any
successor special servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated for
cause at a Non-Controlling Note Holder's direction cannot at any time be the person (or an Affiliate thereof) that was so terminated
without the prior written consent of such Non-Controlling Note Holder. The Non-Controlling Note Holder that directs 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 shall be solely responsible for reimbursing the Trustee's




    	 	32	 



     


    

or the Controlling Note Holder's, as
applicable, costs and expenses, if not paid within a reasonable time by the terminated special servicer and, in the case of the
Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in the Collection Account under the Lead Securitization
Servicing Agreement.


The Trustee under
the Lead Securitization Servicing Agreement shall promptly (within one business day thereof) notify the Non-Lead Trustee and the
Non-Lead Master Servicer of any resignation of the Master Servicer or the Special Servicer, any replacement of the Special Servicer,
any termination of the Master Servicer or Special Servicer, any appointment of a successor to the Master Servicer or Special Servicer,
or the effectiveness of any designation of a new Special Servicer


Section 9.               
Payment Procedure.


(a)   
The Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to
the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the
Notes to the Collection Account pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization
Note Holder (or the Master Servicer acting on its behalf) shall deposit such amounts to the applicable account within one Business
Day after such payment was received by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or
on behalf of the Mortgage Loan Borrower. The Lead Securitization Servicing Agreement shall provide that all amounts on deposit
in the Collection Account on a Remittance Date allocable under this Agreement to a Non-Lead Securitization Note Holder shall be
deposited or credited on the Remittance Date for such Non-Lead Securitization by wire transfer of immediately available funds to
an account specified by such Non-Lead Securitization Note Holder.


(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 any Note Holder or any Servicer or paid to any other Person,
then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute
any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder shall promptly on demand
by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization
Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such
rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer,
Special Servicer or such other Person with respect thereto.


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




    	 	33	 



     


    

Holder shall, at the Lead Securitization
Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder.


(d)              
Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage
Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to
this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset
any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments
due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations
under this Section 7 constitute absolute, unconditional and continuing obligations.


Section 10.           
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any other Note Holder with
respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of
this Agreement on the part of such Note Holder.


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, Accepted Servicing Practices, the Lead Securitization Note Holder (including any Servicer
and the Trustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead
Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder
and that the Lead Securitization Note Holder (including any Servicer and the Trustee) shall have no liability whatsoever to any
Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission
by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each Servicer
must act in accordance with Accepted Servicing Practices.


Section 11.           
Bankruptcy. Subject to Section 5, each Note Holder hereby covenants and agrees that only the Lead Securitization
Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise
or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect
to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the
winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization
Note Holder, and not any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file
any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower
under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder
as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and
their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization
Note Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other




    	 	34	 



     


    

Insolvency Proceeding, including, without
limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b)
of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay
with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder,
each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and
every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better
assuring and evidencing of the foregoing appointment and grant. All actions taken by any Servicer in connection with any Insolvency
Proceeding are subject to and must be in accordance with Accepted Servicing Practices.


Section 12.           
Representations of the Note Holders. Each Note Holder represents and warrants that the execution, delivery and performance
of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene
such Note Holder’s charter or any law or contractual restriction binding upon such Note Holder, and that this Agreement is
the legal, valid and binding obligation of such Note Holder enforceable against such Note Holder in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and
contribution obligations may be limited by applicable law. Each Note Holder represents and warrants that it is duly organized,
validly existing, in good standing and in possession of all licenses and authorizations necessary to carry on its business. Each
Note Holder represents and warrants that (a) this Agreement has been duly executed and delivered by such Note Holder, (b) to
such Note Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental
agency or body, if any, required for the execution, delivery and performance of this Agreement by such Note Holder have been obtained
or made and (c) to such Note Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration
or governmental investigation against such Note Holder, an adverse outcome of which would materially and adversely affect its performance
under this Agreement.


Section 13.           
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. The Lead Securitization Note Holder shall have no obligation whatsoever to offer to any Non-Lead
Securitization Note Holder the opportunity to purchase a participation interest in any future loans originated by the Lead Securitization
Note Holder or its Affiliates and if the Lead Securitization Note Holder chooses to offer to any Non-Lead Securitization Note Holder
the opportunity to purchase a participation interest in any future mortgage loans originated by the Lead Securitization Note Holder
or its Affiliates, such offer shall be at such purchase price and interest rate as the Lead Securitization Note Holder chooses,
in its sole and absolute discretion. No Non-Lead Securitization Note Holder shall have any obligation whatsoever to purchase from
the Lead Securitization Note Holder a participation interest in any future loans originated by the Lead Securitization Note Holder
or its Affiliates.







    	 	35	 



     


    

Section 14.           
Other Business Activities of the Note Holders. Each Note Holder acknowledges that each other Note Holder or its
Affiliates may make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan
Borrower or any Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership interests in the
Mortgage Loan Borrower or any entity that is a holder of a preferred equity interest in the Mortgage Loan Borrower (each, a “Mortgage
Loan Borrower Related Party”), and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower
Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement
and the transactions contemplated hereby were not in effect.


Section 15.           
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, any non-transferring Note Holders shall be provided with (x) a representation from a
transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case
of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement
referred to in Section 16. 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 (a) obtain the consent of each non-transferring Note Holder
and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation
from each of the applicable engaged Rating Agencies for such Securitization Trust. Notwithstanding the foregoing, without each
non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if any non-transferring Note
Holder’s Note is held in a Securitization Trust, without a Rating Agency Confirmation from each of the applicable engaged
Rating Agencies for such Securitization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation
interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely
null and void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it shall pay the expenses
of any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all
expenses relating to obtaining Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing,
each Note Holder shall have the right, without the need to obtain the consent of any other Note Holder or of any other Person,
to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 15(a)
shall apply in the case of (1) a sale of a Lead Securitization Note together with all of the Non-Lead Securitization Notes, in
accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer,
in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged
Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of
the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or
limited partnerships, by the Lead Securitization Trust.


(b)              
In the case of any Transfer of a participation interest in any of the Notes, (i) the respective Note Holders’
obligations under this Agreement shall remain unchanged,




    	 	36	 



     


    

(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 applicable Rating Agency (or, if not rated by an applicable Rating Agency, an equivalent
(or higher) rating from any two of Fitch, Moody’s and S&P) (a “Note Pledgee”), on terms and conditions
set forth in this Section 15(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder
or any person which Controls such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify
as a “Pledge” hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender may not take title
to the pledged Note without a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to each other Note
Holder and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee), each other
Note Holder agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of
any default by the pledging Note Holder in respect of its obligations under this Agreement of which default such Note Holder has
actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Note Holder
in respect of its obligations to each other Note Holder hereunder, but such Note Pledgee shall not be obligated to cure any such
default; (iii) that no amendment, modification, waiver or termination of this Agreement shall be effective against such Note
Pledgee without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed;
(iv) that such other Note Holder shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously
with the giving of same to the pledging Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee such estoppel
certificate(s) as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory
to such other Note Holder; and (vi) that, upon written notice (a “Redirection Notice”) to each other Note
Holder and any Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure periods, under
the pledging Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the pledging
Note Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder), and until such
Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that
any Note Holder or Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant to this
Agreement or the Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely releases
each other Note Holder and any Servicer from any liability to the pledging Note Holder on account of such other Note Holder’s
or Servicer’s compliance with any Redirection Notice believed by any Servicer or such other Note Holder to have been delivered
by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Note Holder to
such Note Pledgee (and accept an




    	 	37	 



     


    

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 15(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 16.           
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




    	 	38	 



     


    

of a copy of the assignment and assumption
agreement referred to in this Section 16, shall be registered in the Note Register. The Person in whose name a Note
is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement. Upon request
of a Note Holder, the Agent shall provide such party with the names and addresses of each other Note Holder. To the extent the
Trustee or another party is appointed as Agent hereunder, each Note Holder hereby designates such person as its agent under this
Section 16 solely for purposes of maintaining the Note Register.


In connection with
any Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment
and assumption agreement (unless the transferee is a Securitization Trust and the related pooling and servicing agreement
requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the obligations of the applicable
Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including
the applicable restriction on Transfers set forth in Section 15, 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 15 and this Section 16. Any such purported
transfer shall be absolutely null and void and shall vest no rights in the purported transferee. Each Note Holder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Agent and each other Note Holder against any liability that may result
if the transfer is not made in accordance with the provisions of this Agreement.


Section 17.           
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 18.           
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;




    	 	39	 



     


    

(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 19.           
Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed
by each Note Holder. Additionally, for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend
or modify this Agreement without first obtaining a Rating Agency Confirmation from each Rating Agency then rating any securities
of any Securitization (subject to the provisions of each Securitization Servicing Agreement addressing non-responsive Rating Agencies);
provided that no such Rating Agency Confirmation shall be required in connection with a modification (i) to cure any ambiguity,
to correct or supplement any provisions herein that may be defective or inconsistent with any other provisions herein or with the
Lead Securitization Servicing Agreement, or (ii) to make other provisions with respect to matters or questions arising under this
Agreement, which shall not be inconsistent with the provisions of this Agreement.


Section 20.           
Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns. Except as provided herein, including without limitation, with respect
to the Trustee, Certificate Administrator, Master Servicer and Special Servicer and any Non-Lead Master Servicer, Non-Lead Special
Servicer or Non-Lead Trustee, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person
not a party hereto. Subject to Section 15 and Section 16, 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 21.           
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.







    	 	40	 



     


    

Section 22.           
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 23.           
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 24.           
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 25.           
Withholding Taxes. (a)(a) If the Lead Securitization Note Holder or the Mortgage Loan Borrower shall be required
by law to deduct and withhold Taxes from interest, fees or other amounts payable to any Non-Lead Securitization Note Holder with
respect to the Mortgage Loan as a result of such Non-Lead Securitization Note Holder constituting a Non-Exempt Person, such Lead
Securitization Note Holder, in its capacity as servicer, shall be entitled to do so with respect to such Non-Lead Securitization
Note Holder’s interest in such payment (all withheld amounts being deemed paid to such Note Holder), provided that the Lead
Securitization Note Holder shall furnish such Non-Lead Securitization Note Holder with a statement setting forth the amount of
Taxes withheld, the applicable rate and other information which may reasonably be requested for purposes of assisting such Note
Holder to seek any allowable credits or deductions for the Taxes so withheld in each jurisdiction in which such Note Holder is
subject to tax.


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




    	 	41	 



     


    

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


Section 26.           
Custody of Mortgage Loan Documents. Prior to the Lead Securitization Date, the originals of all of the Mortgage Loan
Documents (other than the Non-Lead Securitization Notes) will be held by the Initial Agent on behalf of the registered holders
of the Notes. On and after the Lead Securitization Date, the originals of all of the Mortgage Loan Documents (other than the Non-Lead
Securitization Notes) shall be held in the name of the Trustee (and held by a duly appointed custodian therefor) under the Lead
Securitization Servicing Agreement, on behalf of the registered holders of the Notes. On and after the Note A-2 Securitization
Date, Note A-2 shall be held in the name of the trustee (and held by a duly appointed custodian therefor) under the Note A-2 PSA,
on behalf of the Note A-2 Holder. On and after the Note A-3 Securitization Date, Note A-3 shall be held in the name of the trustee
(and held by a duly appointed custodian therefor) under the Note A-3 PSA, on behalf of the Note A-3 Holder.


Section 27.           
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




    	 	42	 



     


    

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 or applicable law 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 to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such
case, as may be required by applicable law or reasonably requested by the Rating Agencies or prospective investors to effect such
Securitization; provided, however, 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 such 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 such Securitizing Note Holder (without any obligation to make additional
representations and warranties) to enable such 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 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.


(b)              
The holder of any Note that will, upon Securitization, be the Lead Securitization Note shall give each of the other Note
Holders and parties to any Non-Lead Securitization Servicing Agreement (that are not also parties to the proposed Lead Securitization
Servicing Agreement) notice of the Securitization of the Lead Securitization Note in writing (which may be by e-mail) not less
than 5 business days prior to the applicable pricing date for the Securitization of such Note. Such notice shall contain contact
information for each of the parties to the proposed Lead Securitization Servicing Agreement. In addition, notwithstanding anything
to the contrary herein, the holder of the Note that will, upon Securitization, be the Lead Securitization Note shall send each
distributed draft of the proposed Lead Securitization Servicing Agreement to each of the other Note Holders and parties to any
Non-Lead Securitization Servicing Agreement (that are not also parties to the proposed Lead Securitization Servicing Agreement)
and shall send copies of the offering documents (prior to printing or filing thereof) related to the Securitization of such Note
to each of the other Note




    	 	43	 



     


    

Holders and the Non-Lead Securitization
Note Holders shall have a reasonable opportunity to comment thereon.


Section 28.           
Notices. All notices required hereunder shall be given by (i)  facsimile transmission (during business hours)
if the sender on the same day sends a confirming copy of such notice by reputable overnight delivery service (charges prepaid),
(ii) reputable overnight delivery service (charges prepaid) or (iii) certified United States mail, postage prepaid return
receipt requested, and addressed to the respective parties at their addresses set forth on Exhibit B hereto, or at such other address
as any party shall hereafter inform the other party by written notice given as aforesaid. All written notices so given shall be
deemed effective upon receipt.


Section 29.           
Broker. Each Note Holder represents to each other that no broker was responsible for bringing about this transaction.


Section 30.           
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 15 and Section 16;


(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 16;


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


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


Section 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




    	 	44	 



     


    

(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. CREFI, 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 CREFI
without any further notice or other action. The termination or resignation of such Master Servicer, as Master Servicer under the
Lead Securitization Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer as Agent under this
Agreement, and any successor master servicer shall be deemed to have been automatically appointed as the successor Agent under
this Agreement in place thereof without any further notice or other action.


Section 32.           
Resizing. Notwithstanding any other provision of this Agreement, for so long as CREFI or any affiliate of CREFI (an
“Initial Holder”) is the owner of each Non-Lead Securitization Note (each, an “Owned Note”),
such Initial Holder 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 an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate
principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance
of all outstanding New Notes following such amendments is no greater than the 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 New 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 Initial Holder 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 Accepted Servicing Practices. If
the Lead Securitization Note Holder so requests, the Initial Holder 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 each 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 Initial Holder, 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.


[SIGNATURE PAGE FOLLOWS]


 


 




    	 	45	 



     


    

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


 


	 	CITI REAL ESTATE FUNDING INC., as Initial Note A-1 Holder and Initial Agent
	 	 
		By:	 /s/ Richard Simpson
	 	 	Name: Richard Simpson
	 	 	Title: Vice President
	 	 
		CITI REAL ESTATE FUNDING INC., as Initial Note A-2 Holder
	 	 
		By:	/s/ Richard Simpson
		 	Name:  Richard Simpson
	 	 	Title: Vice President
	 	 
		CITI REAL ESTATE FUNDING INC., as Initial Note A-3 Holder
	 	 
	 	By:	/s/ Richard Simpson
	 	 	Name: Richard Simpson
	 	 	Title: Vice President
	 	 
		CITI REAL ESTATE FUNDING INC., as Initial Note B Holder
	 	 
		By:	/s/ Richard Simpson
		 	Name:  Richard Simpson
	 	 	Title: Vice President



 


 


CGCMT 2020-555 – Co-Lender
Agreement













    	 	 	 



     


    

EXHIBIT A



MORTGAGE LOAN SCHEDULE



Description of Mortgage Loan


	Mortgage Loan Borrower:	555 Tenth Avenue LLC, 555 Tenth Avenue II LLC, 555 Tenth Avenue TRS LLC, 555 Tenth Avenue CF LLC
	Date of Mortgage Loan:	December 12, 2019
	Date of Notes:	February 18, 2020
	Original Principal Amount of Mortgage Loan:	$400,000,000.00
	Principal Amount of Mortgage Loan as of the date hereof:	$400,000,000.00
	Promissory Note A-1 Principal Balance:	$ 213,400,000.00
	Promissory Note A-2 Principal Balance	$30,000,000.00
	Promissory Note A-3 Principal Balance	$20,000,000.00
	Promissory Note B Principal Balance	$136,600,000.00
	Location of Mortgaged Property:	555 10th Avenue, New York, New York
	Maturity Date:	December 6, 2029


 


 


 




    	 	 	 



     


    

EXHIBIT B


NOTICES






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


 


Citi Real Estate Funding Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson


Facsimile number: (646) 328-2943


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


 


 




    	 	 	 



     


    

EXHIBIT C



PERMITTED FUND MANAGERS 


 


		1.	Westbrook Partners



		2.	DLJ Real Estate Capital Partners



		3.	iStar Financial Inc.



		4.	Capital Trust, Inc.



		5.	Lend-Lease Real Estate Investments



		6.	Archon Capital, L.P.



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



		8.	The Blackstone Group International Ltd.



		9.	Apollo Real Estate Advisors



		10.	Colony Capital, Inc.



		11.	Praedium Group



		12.	J.E. Robert Companies



		13.	Fortress Investment Group LLC



		14.	Lonestar Opportunity Fund



		15.	Clarion Partners



		16.	Walton Street Capital, LLC



		17.	Starwood Financial Trust



		18.	BlackRock, Inc.



		19.	Rialto Capital Management, LLC
	 	 	 
	 	20.	Rialto Capital Advisors,
LLC





		21.	Raith Capital Partners, LLC



		22.	Eightfold Real Estate Capital, L.P.



		23.	Perella Weinberg Partners



		24.	Square Mile Capital Management LLC