Exhibit 4.19


 


EXECUTION VERSION


AMENDED AND RESTATED

AGREEMENT BETWEEN NOTE HOLDERS



Dated as of November 20, 2019



by and between



WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF UBS COMMERCIAL MORTGAGE TRUST 2019-C17,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-C17

(Note A-1-1 Holder)


WILMINGTON TRUST, NATIONAL ASSOCIATION,
AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C53, COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2019-C53

(Note A-1-2 Holder)


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-2-1-A Holder)


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-2-1-B Holder)


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-2-2-A Holder)


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-2-2-B Holder)


 


and


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-2-3 Holder)



600 & 620 National Avenue




     


     


    


This AMENDED AND RESTATED
AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of November 20, 2019, by and between WILMINGTON TRUST,
NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF THE UBS COMMERCIAL MORTGAGE TRUST 2019-C17, COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-C17 (the “UBS 2019-C17 Trust” and, together with its successors
and assigns in interest, in its capacity as owner of Note A-1-1 (as defined below), the “Note A-1-1 Holder”),
WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF THE WELLS FARGO COMMERCIAL MORTGAGE
TRUST 2019-C53, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-C53 (the “WFCM 2019-C53 Trust” and,
together with its successors and assigns in interest, in its capacity as owner of Note A-1-2 (as defined below), the “Note
A-1-2 Holder”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM” and, together with its successors and assigns
in interest, in its capacity as initial owner of Note A-2-1-A (as defined below), the “Initial Note A-2-1-A Holder”),
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner
of Note A-2-1-B (as defined below), the “Initial Note A-2-1-B Holder”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
(together with its successors and assigns in interest, in its capacity as initial owner of Note A-2-2-A (as defined below), the
“Initial Note A-2-2-A Holder”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and
assigns in interest, in its capacity as initial owner of Note A-2-2-B (as defined below), the “Initial Note A-2-2-B Holder”)
and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial
owner of Note A-2-3 (as defined below), the “Initial Note A-2-3 Holder” and together with the Initial Note A-2-1-A
Holder, Initial Note A-2-1-B Holder, Initial Note A-2-2-A Holder and Initial Note A-2-2-B Holder, the “Initial Note Holders”)
amends and restates that Agreement Between Note Holders dated as of October 15, 2019 (the “Original Agreement”),
by and between the parties hereto (or their predecessors in interest).


W I T N E S S E T H:


WHEREAS, pursuant
to the Mortgage Loan Agreement (as defined herein), Wells Fargo Bank, National Association (“WFB”) and JPM originated
a certain loan (the “Mortgage Loan”) described on the schedule attached hereto as Exhibit A (the “Mortgage
Loan Schedule”) to PREYLOCK MOUNTAIN VIEW, LLC (the “Mortgage Loan Borrower”), which was evidenced,
inter alia, by (i) one promissory note in the original principal amount of $68,950,000 (as amended, modified, consolidated, or
supplemented, “Note A-1”), made by the Mortgage Loan Borrower in favor of WFB and (ii) one promissory note in
the original principal amount of $68,950,000 (as amended, modified, consolidated, or supplemented, “Note A-2”),
made by the Mortgage Loan Borrower in favor of JPM, each secured by a first mortgage (as amended, modified or supplemented, the
“Mortgage”) on certain real property located as described on the Mortgage Loan Schedule (the “Mortgaged
Property”);


WHEREAS, the Mortgage
Loan Borrower cancelled (i) Note A-1 and issued (a) replacement Promissory Note A-1-1, dated as of September 19, 2019, in the original
principal amount of $38,950,000 (as amended, modified, consolidated, or supplemented, “Note A-1-1”) to WFB and
(b) replacement Promissory Note A-1-2, dated as of September 19, 2019, in the original




     


     


    


principal amount of $30,000,000 (as
amended, modified, consolidated, or supplemented, “Note A-1-2”) to WFB and (ii) Note A-2 and issued (a) replacement
Promissory Note A-2-1, dated as of September 19, 2019 in the original principal amount of $30,000,000 (as amended, modified, consolidated
or supplemented, “Note A-2-1”) to JPM, (b) replacement Promissory Note A-2-2, dated as of September 19, 2019
in the original principal amount of $30,000,000 (as amended, modified, consolidated or supplemented, “Note A-2-2”)
to JPM and (c) replacement Promissory Note A-2-3, dated as of September 19, 2019 in the original principal amount of $8,950,000
(as amended, modified, consolidated or supplemented, “Note A-2-3”) to the Initial Note A-2-3 Holder; and


WHEREAS, WFB transferred
Note A-1-1 to UBS Commercial Mortgage Securitization Corp., which simultaneously transferred Note A-1-1 to the UBS 2019-C17 Trust;


WHEREAS, WFB transferred
Note A-1-2 to Wells Fargo Commercial Mortgage Securitie, Inc., which simultaneously transferred Note A-1-2 to the WFCM 2019-C53
Trust;


WHEREAS, the Mortgage
Loan Borrower, at the request of JPM, has cancelled Note A-2-1 and issued (a) replacement Promissory Note A-2-1-A dated November
5, 2019, in the original principal amount of $20,000,000 (as amended, modified, consolidated or supplemented, “Note A-2-1-A”)
to the Initial Note A-2-1-A Holder and (b) replacement Promissory Note A-2-1-B dated November 5, 2019, in the original principal
amount of $10,000,000 (as amended, modified, consolidated or supplemented, “Note A-2-1-B”) to the Initial Note
A-2-1-B Holder;


WHEREAS, the Mortgage
Loan Borrower, at the request of JPM, has cancelled Note A-2-2 and issued (a) replacement Promissory Note A-2-2-A dated November
5, 2019, in the original principal amount of $20,000,000 (as amended, modified, consolidated or supplemented, “Note A-2-2-A”)
to the Initial Note A-2-2-A Holder and (b) replacement Promissory Note A-2-2-B dated November 5, 2019, in the original principal
amount of $10,000,000 (as amended, modified, consolidated or supplemented, “Note A-2-2-B”) to the Initial Note
A-2-2-B Holder;


WHEREAS, the Note
A-1-1 Holder, the Note A-1-2 Holder, each Initial Note Holder and the Agent desire to enter into this Agreement to (1) memorialize
the terms under which the Noteholders, and their successors and assigns, shall hold each of their respective Notes and (2) amend,
restate and supersede the terms of the Original Agreement.


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


Section 1.     Definitions;
Conflicts. References to a “Section”, “preamble” or the “recitals” are, unless otherwise
specified, to a Section, the preamble or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have
the meaning ascribed to such terms, or terms of substantially similar import, in the Lead Securitization Servicing Agreement. To
the extent of any conflict between this Agreement and the Lead Securitization Servicing Agreement, the terms of this Agreement
shall control. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below unless the
context clearly requires otherwise.




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


“Advance
Interest” shall mean the interest accrued on any Servicing Advance which is payable to the party that made that Servicing
Advance, in accordance with the Lead Securitization Servicing Agreement.


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


“Agent”
shall mean the Master Servicer.


“Agent Office”
shall mean the designated office of 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 Amended and Restated Agreement between Note Holders, the exhibits hereto and all amendments hereof and thereof
and supplements hereto and thereto.


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


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


“Asset Representations
Reviewer” shall mean the “Asset Representations Reviewer” (or similarly named Person that is the “asset
representations reviewer” as defined in Item 1101(m) of Regulation AB) under the Lead Securitization Servicing Agreement.


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


“Asset Status
Report” shall have the meaning assigned to such term or an analogous term in the Lead Securitization Servicing Agreement.


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


“Borrower
Party” shall mean the Mortgage Loan Borrower, a manager of the Mortgaged Property, an Accelerated Mezzanine Loan Lender
or any Borrower Party Affiliate.


“Borrower
Party Affiliate” shall mean, with respect to the Mortgage Loan Borrower, a manager of the Mortgaged Property or an Accelerated
Mezzanine Loan Lender, (a)




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any other Person controlling or controlled
by or under common control with such Mortgage Loan Borrower, manager or Accelerated Mezzanine Loan Lender, as applicable, or (b)
any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such Mortgage Loan Borrower, manager
or Accelerated Mezzanine Loan Lender, as applicable. For the purposes of this definition, “control” when used with
respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


“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 mean the certificate administrator appointed as provided in the Lead Securitization Servicing Agreement.


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


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


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


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


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


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


“Controlling
Note” shall mean Note A-1-1.


“Controlling
Note Holder” shall mean the holder of the Controlling Note; provided that at any time the Controlling Note is
included in a Securitization, references to the “Controlling Note Holder” herein shall mean the holders of the majority
of the class of securities issued in such Securitization designated as the “controlling class” or such other party
otherwise assigned the rights to exercise the rights of the “Controlling Note Holder” under this Agreement or under
the Lead Securitization Servicing Agreement, as and to the extent provided in the Lead Securitization Servicing Agreement;
provided that for so long as 50% or more of the Controlling Note is held




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by (or the party assigned the rights
to exercise the rights of the “Controlling Note Holder” (as described above) is) the Mortgage Loan Borrower or a Borrower
Party, the holder of the Controlling Note (and such party assigned the rights to exercise the rights of the “Controlling
Note Holder” as described above) shall not be entitled to exercise any rights of the Controlling Note Holder, and there shall
be deemed to be no Controlling Note Holder hereunder. If the Controlling Note is included in a Securitization, the Lead Securitization
Servicing Agreement may contain additional limitations on the rights of the designated party entitled to exercise the rights of
the “Controlling Note Holder” hereunder if such designated party is the Mortgage Loan Borrower or if it has certain
relationships with the Mortgage Loan Borrower.


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


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


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


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


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


“Exchange
Act” shall mean the Securities Exchange Act of 1934.


“First Securitization”
shall mean the Note A-1-1 Securitization.


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


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


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


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


“Initial
Note A-2-1-B Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


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


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




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


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


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


“Interest
Rate” shall have the meaning assigned to such term or an analogous term in the Mortgage Loan Documents.


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


“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.


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


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


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


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


“Lead Securitization
Note Holder Representative” shall mean the “Directing Certificateholder” or equivalent Person under the Lead
Securitization Servicing Agreement.


“Lead Securitization
Servicing Agreement” shall mean, as of any date of determination, (i) the pooling and servicing agreement or other
comparable agreement that governs the Securitization that is then the Lead Securitization, and (ii) on and after the date
on which the




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Mortgage Loan is no longer subject to
the provisions of agreement described in clause (i), 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.


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


“Master Servicer”
shall mean the master servicer appointed to act in such capacity with respect to the Mortgage Loan as provided in the Lead Securitization
Servicing Agreement.


“Monthly
Payment Date” shall have the meaning assigned to such term (or analogous term) in the Mortgage Loan Documents.


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


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


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


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


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of September 11, 2019, between the Mortgage Loan Borrower, as
borrower, Wells Fargo Bank, National Association, as a lender, and JPMorgan Chase Bank, N.A., as a lender, as the same may be further
amended, restated, supplemented or otherwise modified from time to time, subject to the terms hereof.


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


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


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




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“Non-Controlling
Note” means any Note other than Note A-1-1.


“Non-Controlling
Note Holder” means each holder of a Non-Controlling Note; provided that with respect to each Non-Controlling Note,
at any time such Non-Controlling Note is included in a Securitization, references to a “Non-Controlling Note Holder”
herein shall mean the holders of the majority of the class of securities issued in such Securitization designated as the “controlling
class” (or analogous term) or such other party otherwise assigned the rights to exercise the rights of a “Non-Controlling
Note Holder” under this Agreement or under the related Securitization Servicing Agreement, as and to the extent provided
in the related Securitization Servicing Agreement, and as to the identity of which the Controlling Note Holder (and, if applicable,
the Master Servicer and the Special Servicer) has been given written notice; provided, further that if at any time
50% or more of any Non-Controlling Note (or class of securities issued in a Securitization into which such Non-Controlling Note
has been deposited is designated as the “controlling class”) is held by (or such other party otherwise assigned the
rights to exercise the rights of the “controlling class” under the related Securitization Servicing Agreement is) the
Mortgage Loan Borrower or a Borrower Party, no such Note Holder or other Person shall be entitled to exercise any rights of such
Non-Controlling Note Holder under this Agreement or the related Securitization
Servicing Agreement, and there shall be deemed to be no Non-Controlling Note Holder with respect to such Non-Controlling Note.
The Controlling Note Holder and the Lead Securitization Note Holder (or, if applicable, the Master Servicer or the Special Servicer
acting on its behalf) shall not be required at any time to deal with more than one party exercising the rights of a “Non-Controlling
Note Holder” herein or under the Lead Securitization Servicing Agreement (it being understood for the avoidance of doubt
that the Lead Securitization Note Holder (or the Master Servicer or Special Servicer on its behalf) may additionally need to deal
with the master servicer, special servicer or other person party to the related Securitization Servicing Agreement) and, (x) to
the extent that the related Securitization Servicing Agreement assigns such rights to more than one party or (y) to the extent
the related Non-Controlling Note is split into two or more New Notes pursuant to Section 32 and notice thereof is not provided
to the Controlling Note Holder and the Lead Securitization Note Holder (or, if applicable, the Master Servicer or the Special Servicer
acting on its behalf), for purposes of this Agreement, such Securitization Servicing Agreement or the holders of such New Notes
shall designate one party to deal with the Controlling Note Holder and the Lead Securitization Note Holder (or, the Master Servicer
or the Special Servicer acting on its behalf) and provide written notice of such designation to the Controlling Note Holder and
the Lead Securitization Note Holder (or, the Master Servicer and the Special Servicer acting on its behalf); provided that,
in the absence of such designation and notice, the Controlling Note Holder and the Lead Securitization Note Holder (or, the Master
Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written
notice as having been designated as the Non-Controlling Note Holder with respect to such Non-Controlling Note for all purposes
of this Agreement. As of the date hereof and until further notice from the Non-Controlling Note Holder (or, if applicable, the
related Non-Lead Master Servicer or another party acting on its behalf), the Note A-1-2 Holder is the Non-Controlling Note Holder
with respect to Note A-1-2, the Initial Note A-2-1-A Holder is the Non-Controlling Note Holder with respect to Note A-2-1-A, the
Initial Note A-2-1-B Holder is the Non-Controlling Note Holder with respect to Note A-2-1-B, the Initial Note A-2-2-A Holder is
the Non-Controlling Note Holder with respect to Note A-2-2-A, the Initial Note A-2-2-B Holder is the Non-Controlling Note Holder
with respect to Note A-2-2-B and the Initial Note A-2-3 Holder is the




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Non-Controlling Note Holder with respect
to Note A-2-3. If the Non-Controlling Note is included in a Securitization, the related Securitization Servicing Agreement may
contain additional limitations on the rights of the designated party entitled to exercise the rights of the “Non-Controlling
Note Holder” hereunder if such designated party is the Mortgage Loan Borrower or if
it has certain relationships with the Mortgage Loan Borrower.


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


“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
Asset Representations Reviewer” shall mean the “Asset Representations Reviewer” (or similarly named Person
that is the “asset representations reviewer” as defined in Item 1101(m) of Regulation AB.) under any Non-Lead Securitization
Servicing Agreement.


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


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


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


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


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


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


“Non-Lead
Securitization Note Holder Representative” shall mean the “Directing Certificateholder” or equivalent Person
under the Non-Lead Securitization Servicing Agreement.


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




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


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


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


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


“Note A-1-1
PSA” shall mean the pooling and servicing agreement or other comparable agreement entered into in connection with the
Note A-1-1 Securitization.


“Note A-1-1
Securitization” shall mean the first sale by the Note A-1-1 Holder of all or a portion of Note A-1-1 to a depositor
who will in turn include such portion of Note A-1-1 as part of the securitization of one or more mortgage loans.


“Note A-1-2”
shall have the meaning assigned to such term in the recitals.


“Note A-1-2
Holder” shall have the meaning assigned to such term in the preamble.


“Note A-1-2
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-1-2
Principal Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon (or any New Notes issued in substitution
thereof) received by the Note A-1-2 Holder (or any holders of New Notes in substitution thereof) or reductions in such amount pursuant
to Section 3 or 4, as applicable.


“Note A-1-2
PSA” shall mean the pooling and servicing agreement or other comparable agreement entered into in connection with the
Note A-1-2 Securitization.


“Note A-1-2
Securitization” shall mean the first sale by the Note A-1-2 Holder of all or a portion of Note A-1-2 to a depositor
who will in turn include such portion of Note A-1-2 as part of the securitization of one or more mortgage loans.


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


“Note A-2-1”
shall have the meaning assigned to such term in the recitals.




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“Note A-2-1-A”
shall have the meaning assigned to such term in the recitals.


“Note A-2-1-A
Holder” shall mean the Initial Note A-2-1-A Holder or any subsequent holder of Note A-2-1-A, as applicable.


“Note A-2-1-A
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-2-1-A
Principal Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon (or any New Notes issued in substitution
thereof) received by the Note A-2-1-A Holder (or any holders of New Notes in substitution thereof) or reductions in such amount
pursuant to Section 3 or 4, as applicable.


“Note A-2-1-A
Securitization” shall mean the first sale by the Note A-2-1-A Holder of all or a portion of Note A-2-1-A to a
depositor who will in turn include such portion of Note A-2-1-A as part of the securitization of one or more mortgage loans.


“Note A-2-1-B”
shall have the meaning assigned to such term in the recitals.


“Note A-2-1-B
Holder” shall mean the Initial Note A-2-1-B Holder or any subsequent holder of Note A-2-1-B, as applicable.


“Note A-2-1-B
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-2-1-B
Principal Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon (or any New Notes issued in substitution
thereof) received by the Note A-2-1-B Holder (or any holders of New Notes in substitution thereof) or reductions in such amount
pursuant to Section 3 or 4, as applicable.


“Note A-2-1-B
Securitization” shall mean the first sale by the Note A-2-1-B Holder of all or a portion of Note A-2-1-B to a
depositor who will in turn include such portion of Note A-2-1-B as part of the securitization of one or more mortgage loans.


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


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


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


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


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


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




    -11- 


     


    

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


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


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


“Note A-2-3”
shall have the meaning assigned to such term in the recitals.


“Note A-2-3
Holder” shall mean the Initial Note A-2-3 Holder or any subsequent holder of Note A-2-3, as applicable.


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


“Note A-2-3
Securitization” shall mean the first sale by the Note A-2-3 Holder of all or a portion of Note A-2-3 to a depositor
who will in turn include such portion of Note A-2-3 as part of the securitization of one or more mortgage loans.


“Note Holder
Representative” shall mean a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative,
as applicable.


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


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


“Note Principal
Balance” shall mean, (i) with respect to Note A-1-1, the Note A-1-1 Principal Balance, (ii) with respect to Note A-1-2,
the Note A-1-2 Principal Balance, (iii) with respect to Note A-2-1-A, the Note A-2-1-A Principal Balance, (iv) with respect to
Note A-2-1-B, the Note A-2-1-B Principal Balance, (v) with respect to Note A-2-2-A, the Note A-2-2-A Principal Balance, (vi) with
respect to Note A-2-2-B, the Note A-2-2-B Principal Balance and (vii) with respect to Note A-2-3, the Note A-2-3 Principal Balance.


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




    -12- 


     


    

“Notes”
shall mean each of Note A-1-1, Note A-1-2, Note A-2-1-A, Note A-2-1-B, Note A-2-2-A, Note A-2-2-B and Note A-2-3, as each may be
amended, restated, consolidated or supplemented from time to time, and any New Note that may be issued pursuant to Section 32.


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


“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.


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


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


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


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


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


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


(b)       one
or more of the following:


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


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




    -13- 


     


    

(1), (2), (3) or (7) of Regulation
D under the Securities Act of 1933, as amended, or


(iii)       an
institution substantially similar to any of the foregoing entities described in clauses (i) or (ii), or


(iv)       any
entity Controlled by or under common Control or Controlling any of the entities described in clauses (i), (ii) or (iii), or


(v)       a
Qualified Trustee (or, in the case of a CDO, a single-purpose, bankruptcy remote entity that contemporaneously pledges its interest
in a Note to a Qualified Trustee) in connection with (a) a securitization of, (b) the creation of collateralized debt
(or loan) 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; (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 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), (iii), (iv) or (vi) of this definition, or


(vi)       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 Note Holder, (B) a person that is otherwise a Qualified Institutional Lender under
clause (i), (ii), (iii) or (iv) (with respect to an institution substantially similar to the entities referred to in clause (i)
or (ii)), 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), and


in the case of any entity referred to
in clause (b)(i), (ii), (iii), (iv) or (vi)(B) of this definition, (x) such entity has at least $200,000,000 in capital/statutory
surplus or shareholders’ equity (except with respect to a pension advisory firm or similar fiduciary) and at least $600,000,000
in total assets (in name or under management), and (y) is regularly engaged in the business of making or




    -14- 


     


    

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 (vi)(B) above, the requirements
of this clause (y) may be satisfied by a general partner, managing member, or the fund manager responsible for the day-to-day
management and operation of such entity; or


(c)       any
entity Controlled by any of the entities described in clause (b)(i), (ii), (iv)(B) or (v) above or subject to a Rating Agency
Confirmation as a Qualified Institutional Lender for purposes of this Agreement from each of the Rating Agencies engaged to rate
the securities for any Securitization.


“Qualified
Trustee” shall mean (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 or (ii) an institution whose long-term senior unsecured debt is rated in 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, however, 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
by the related depositor (or its Affiliate) from time to time to rate the securities issued in connection with the Securitizations
of the related Notes.


“Rating Agency
Confirmation” shall mean, with respect to any Securitization, a confirmation in writing (which may be in electronic form)
by each of the applicable Rating Agencies for such Securitization that a proposed action, failure to act or other event so specified
will not, in and of itself, result in the downgrade, withdrawal or qualification of the then current rating assigned to any class
of securities of such Securitization (if then rated by such Rating Agency); provided that a written waiver or other acknowledgment
from any such Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought
shall be deemed to satisfy the requirement for the Rating Agency Confirmation from such Rating Agency with respect to such matter.
If no such securities are outstanding with respect to any Securitization, any action that would otherwise require a Rating Agency
Confirmation shall instead require the consent of the Controlling Note Holder, which consent shall not be unreasonably withheld,
conditioned or delayed.


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


“Regulation
AB” shall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 229.1125,
as such rules may be amended from time to




    -15- 


     


    

time, and subject to such clarification
and interpretation as have been provided by the Commission or by its staff, or as may be provided by the Commission or its staff
from time to time.


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


“REMIC Provisions”
shall mean provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of subchapter M of Chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed
regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


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


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


“S&P”
shall mean S&P Global Ratings and its successors in interest.


“Securitization”
shall mean the Note A-1-1 Securitization, the Note A-1-2 Securitization, the Note A-2-1-A Securitization, the Note A-2-1-B Securitization,
the Note A-2-2-A Securitization, the Note A-2-2-B Securitization or the Note A-2-3 Securitization.


“Securitization
Date” shall mean the effective date of the First Securitization.


“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.




    -16- 


     


    

“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.


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


“Servicing
Standard” shall have the meaning assigned to such term or an analogous term in the Lead Securitization Servicing Agreement.
The Servicing Standard in the Lead Securitization Servicing Agreement shall require, among other things, that each Servicer, in
servicing the Mortgage Loan, must take into account the interests of each Note Holder.


“Special
Servicer” shall mean the special servicer appointed to act in such capacity with respect to the Mortgage Loan as provided
in the Lead Securitization Servicing Agreement.


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


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


“Trust Fund”
shall mean the trust formed pursuant to the Lead Securitization Servicing Agreement.


“Trustee”
shall mean the trustee appointed as provided in the Lead Securitization Servicing Agreement.


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


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




    -17- 


     


    

Section 2.     Servicing
of the Mortgage Loan.


(a)       Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and
after the Securitization Date 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 Note (unless such other Note is also included in the Lead
Securitization) if such principal or interest is not paid by the Mortgage Loan Borrower but shall be obligated to make Servicing
Advances, subject to the terms of the Lead Securitization Servicing Agreement; provided further that the Special Servicer,
when appointed, has the Required Special Servicer Rating from each Rating Agency then rating a Securitization. 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 each other Note
Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26
hereof, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization.
Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the
appointment of the Master Servicer 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 such Note Holder set forth
herein and in the Lead Securitization Servicing Agreement). In no event shall the Lead Securitization Servicing Agreement require
any Servicer 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, and is subject in all respect to Section 6.04 of the Lead Securitization
Servicing Agreement. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage
Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement
and applicable law, shall provide information to each servicer under the Non-Lead Securitization Servicing Agreement to enable
each such servicer to perform its servicing duties, and shall not take any action or refrain from taking any action or follow any
direction inconsistent with the foregoing.


At any time after
the First Securitization 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




    -18- 


     


    

upon by the Note Holders, pursuant to
a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all references
herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement; provided,
that if a Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation shall have been obtained from
each other Rating Agency with respect to any such Non-Lead Securitization Note regarding any Special Servicer to be appointed under
such replacement servicing agreement that does not have the Required Special Servicer Rating for such Rating Agency or, with respect
to the Master Servicer, would not otherwise meet the conditions to be a servicer under the Lead Securitization Servicing Agreement
that is being replaced; 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 Servicers
in the Lead Securitization or by any Person appointed by the Lead Securitization Note Holder that is a Person meeting the requirements
of a master servicer under the Lead Securitization Servicing Agreement and, in the case of the Special Servicer, that meets the
Required Special Servicer Rating for each Rating Agency then rating securities of a Non-Lead Securitization.


(b)       The
Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee or the Special
Servicer, to the extent provided in the Lead Securitization Servicing Agreement) shall make the following advances, subject to
the terms of the Lead Securitization Servicing Agreement and this Agreement: (i) Servicing Advances on the Mortgage Loan and (ii)
P&I Advances on the Lead Securitization Note. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall
be entitled to reimbursement for a Servicing Advance, first from funds on deposit in the Collection Account and/or the Companion
Distribution Account for the Mortgage Loan that (in any case) represent amounts received on or in respect of the Mortgage Loan,
and then, in the case of Nonrecoverable Advances, if such funds on deposit in the Collection Account or Companion Distribution
Account are insufficient, from general collections of the Lead Securitization as provided in the Lead Securitization Servicing
Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement for Advance
Interest on a Servicing Advance (including any Nonrecoverable Advance), in the manner and from the sources provided in the Lead
Securitization Servicing Agreement, including from general collections of the Lead Securitization. Notwithstanding the foregoing,
to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from general collections of
the Lead Securitization as a reimbursement for a Servicing Advance that is a Nonrecoverable Advance or any Advance Interest on
a Servicing Advance (including any Nonrecoverable Advance), each Non-Lead Securitization Note Holder (including any Securitization
Trust into which a 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 Advance Interest.


In addition,
each Non-Lead Securitization Note Holder (including, but not limited to, any Securitization Trust into which a Non-Lead Securitization
Note is deposited) shall be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization
for such Non-Lead Securitization Note Holder’s pro rata share of any fees, costs




    -19- 


     


    

or expenses incurred in connection
with the servicing and administration of the Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer or the Depositor, as applicable, is entitled
to be reimbursed pursuant to the Lead Securitization Servicing Agreement, to the extent amounts on deposit in the Companion Distribution
Account or Collection Account in respect of the Mortgage Loan are insufficient for reimbursement of such amounts. Each Non-Lead
Securitization Note Holder shall indemnify (as and to the same extent the Lead Securitization Trust is required to indemnify each
of the following parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the Lead
Securitization Servicing Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor, Asset Representations Reviewer and the Depositor (and any director, officer, employee or agent of any of
the foregoing, to the extent such parties are identified as indemnified parties in the Lead Securitization Servicing Agreement
in respect of other mortgage loans) (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 (or, with respect to the Operating Advisor and the Asset Representations
Reviewer, incurred in connection with the provision of services for the Mortgage Loan) under the Lead Securitization Servicing
Agreement (collectively, the “Indemnified Items”) to the extent of its pro rata share of such Indemnified
Items, and to the extent amounts on deposit in the Companion Distribution Account or Collection Account in respect of the Mortgage
Loan, as applicable, are insufficient for reimbursement of such amounts, each Non-Lead Securitization Note Holder shall be required
to, promptly following notice from the Master Servicer, reimburse each of the applicable Indemnified Parties for its pro rata
share of the insufficiency; provided, however, that each Non-Lead Securitization Note Holder’s duty to pay
Indemnified Items to the Operating Advisor shall be subject to any limitations and conditions (including limitations and conditions
with respect to the timing of such payments and the sources of funds for such payments) as may be set forth from time to time in
a related Non-Lead Securitization Servicing Agreement.


Any Non-Lead
Master Servicer (or if not made by such Non-Lead Master Servicer, the Non-Lead Trustee) may be required to make P&I Advances
on the related Non-Lead Securitization Note, from time to time, subject to the terms of the related servicing agreement for the
related Securitization (each such agreement, a “Non-Lead Securitization Servicing Agreement”), the Lead Securitization
Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall each be
entitled to make its own recoverability determination with respect to a P&I Advance to be made on the Lead Securitization Note
based on the information that it has on hand and in accordance with the Lead Securitization Servicing Agreement. Each Non-Lead
Master Servicer, Non-Lead Special Servicer and Non-Lead Trustee under the related Non-Lead Securitization Servicing Agreement,
as applicable, shall be entitled to make their own recoverability determination with respect to a P&I Advance to be made on
the related Non-Lead Securitization Note based on the information that they have on hand and in accordance with the Non-Lead Securitization
Servicing Agreement. The Master Servicer and the Trustee, as applicable, and the related Non-Lead Master Servicer or the related
Non-Lead Trustee shall be required to notify the other of the amount of its P&I Advance within two Business Days of making
such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect to the Lead Securitization
Note) or a Non-




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Lead Master Servicer, Non-Lead Special
Servicer or a Non-Lead Trustee, as applicable (with respect to a Non-Lead Securitization Note), determines that a proposed P&I
Advance, if made, would be non-recoverable or an outstanding P&I Advance is or would be non-recoverable, or if the Master Servicer,
the Special Servicer or the Trustee, as applicable, subsequently determines that a proposed Servicing Advance would be non-recoverable
or an outstanding Servicing Advance is or would be non-recoverable, then the Master Servicer or the Trustee (as provided in the
Lead Securitization Servicing Agreement, in the case of a determination of non-recoverability by the Master Servicer, the Special
Servicer or the Trustee) or the related Non-Lead Master Servicer or the related Non-Lead Trustee (as provided in the related Non-Lead
Securitization Servicing Agreement, in the case of a determination of non-recoverability by the related Non-Lead Master Servicer,
the related Non-Lead Special Servicer or the related Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or the
Non-Lead Master Servicer and the Non-Lead Trustee, as the case may be, of the other Securitization within two Business Days of
making such determination. Each of the Master Servicer, the Trustee, a Non-Lead Master Servicer and a Non-Lead Trustee, as applicable,
will only be entitled to reimbursement for a P&I Advance that becomes non-recoverable first from the Companion Distribution
Account from amounts allocable to the Note for which such P&I Advance was made, and then, if funds are insufficient,
(i) in the case of the Lead Securitization Note, from general collections of the Lead Securitization Trust, pursuant to the terms
of the Lead Securitization Servicing Agreement and (ii) in the case of a Non-Lead Securitization Note, from general collections
of the related Securitization Trust, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement.


(c)       The
Lead Securitization Note Holder agrees that it shall cause the Lead Securitization Servicing Agreement to provide as follows (and
to the extent such following provisions are not included in the Lead Securitization Servicing Agreement, they shall be deemed incorporated
therein and made a part thereof):


(i)       the
Master Servicer shall remit all payments received with respect to the Non-Lead Securitization Note, net of the servicing fees payable
to the Master Servicer and Special Servicer with respect to such Non-Lead Securitization Note, and any other applicable fees and
reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the Non-Lead Securitization Note Holder
by the earlier of (x) the Remittance Date and (y) the Business Day following the “determination date” (or any term
substantially similar thereto) as defined in the Non-Lead Securitization Servicing Agreement (such determination date, the “Non-Lead
Securitization Determination Date”), in each case as long as the date on which remittance is required under this clause (i)
is at least one business day after the scheduled monthly payment date under the Loan Agreement, provided, that any late
collections received by the Master Servicer after the related due date under the Mortgage Loan shall be remitted by the Master
Servicer in accordance with clause (c)(xiii) below;


(ii)       with
respect to the Non-Lead Securitization Note that is held by a Securitization, the Master Servicer agrees to deliver or cause to
be delivered or to make available to the Non-Lead Master Servicer all reports required to be delivered by the Master Servicer to
the Certificate Administrator under the Lead Securitization Servicing Agreement (which shall include all loan-level reports constituting
the CREFC® Investor




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Reporting Package (IRP)) pursuant
to the terms of the Lead Securitization Servicing Agreement, to the extent related to the Mortgage Loan, the Mortgaged Property,
the Non-Lead Securitization Note, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, by the
earlier of (x) the Remittance Date and (y) the Business Day following the Non-Lead Securitization Determination Date, in each case
so long as the date on which delivery is required under this clause (ii) is at least one business day after the scheduled
monthly payment date under the Loan Agreement;


(iii)       the
Master Servicer and Special Servicer, as applicable, shall provide (in electronic media) to each Non-Controlling Note Holder all
documents, certificates, instruments, notices, reports, operating statements, rent rolls and other information regarding the Mortgage
Loan that it has provided, or that it is required to provide, to the Controlling Note Holder or the Operating Advisor in connection
with any request for consent made to, or consultation with, the Non-Controlling Note Holder;


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


(v)       with
respect to any Non-Lead Securitization that is subject to reporting requirements under the Securities Act, the Exchange Act (including
Rule 15Ga-1), and Regulation AB, (a) the Master Servicer, any primary servicer, the Special Servicer, the Trustee, the Certificate
Administrator or other party acting as custodian for the Lead Securitization shall be required to deliver (and shall be required
to cause each other servicer and servicing function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation
AB) retained or engaged by it to deliver; provided that such party shall only be required to use commercially reasonable efforts
to cause a Mortgage Loan Seller Sub-Servicer to deliver), to the Non-Lead Depositor and the Non-Lead Trustee, in a timely manner,
(i) the reports, certifications, compliance statements, accountants’




    -22- 


     


    

assessments and attestations,
and all information to be included in reports (including, without limitation, Form ABS 15G, Form 10-K, Form 10-D and Form 8-K),
and (ii) upon request, any other materials specified in the Non-Lead Securitization Servicing Agreement, in the case of clauses
(i) and (ii), as the parties to each Non-Lead Securitization may reasonably require in order to comply with their obligations under
the Securities Act, the Exchange Act (including Rule 15Ga-1), Regulation AB and Form SF-3 and (b) without limiting the generality
of the foregoing, the Initial Note Holder of the Lead Securitization Note shall provide in a timely manner to the Non-Lead Depositor
and the Non-Lead Trustee, if any, a copy of the Lead Securitization Servicing Agreement in EDGAR-compatible format (but not later
than one business day following the closing date of the Lead Securitization) and each Servicer under the Lead Securitization Servicing
Agreement will be required, upon prior written request, to provide to the Non-Lead Depositor and the Non-Lead Trustee, if any,
any other information required to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form
8-K, any other disclosure information required pursuant to Regulation AB, in each case in a timely manner for inclusion in any
disclosure document (or for filing under Form 8-K, as applicable), and with respect to such Servicers, upon prior written request,
market indemnification agreements, opinions and Regulation AB compliance letters as were or are being delivered with respect to
the Lead Securitization (in each case at the expense of the Non-Lead Securitization Note Holder). The Master Servicer, any primary
servicer and the Special Servicer shall each be required to provide certification and indemnification to each Certifying Person
with respect to the Sarbanes-Oxley Certification (or analogous terms) as such terms are defined in the Non-Lead Securitization
Servicing Agreement;


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




    -23- 


     


    

(vii)       each
Non-Lead Securitization Note Holder (unless it is a Borrower Party) is an intended third-party beneficiary in respect of the rights
afforded it under the Lead Securitization Servicing Agreement;


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


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


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


(xi)       Servicer
Termination Events with respect to the Master Servicer and the Special Servicer shall include: (i) solely with respect to the Master
Servicer, the failure to timely remit payments to a Non-Lead Securitization Note Holder, which failure continues unremedied for
one (1) Business Day following the date on which such payment was to be made; (ii) solely with respect to the Special Servicer,
the failure to deposit into any REO Account any amount required to be so deposited within two (2) Business Days after the date
such deposit was to be made, or the failure to remit to the Master Servicer for deposit into the Collection Account or the Companion
Distribution Account, as applicable, any amount required to be so remitted by the Special Servicer within one (1) Business Day
after the date such remittance was to be made; (iii) the qualification, downgrade or withdrawal, or placing on “watch status”
in contemplation of a rating downgrade or withdrawal of the ratings of any class of certificates issued in connection with a Non-Lead
Securitization by the rating agencies rating such securities (and such qualification, downgrade, withdrawal or “watch status”
placement shall not have been withdrawn by such rating agencies within sixty (60) days of actual knowledge of such event by the
Master Servicer or the Special Servicer, as the case may be), and publicly citing servicing concerns with the Master Servicer or
Special Servicer, as applicable, as the sole or a material factor in such rating action; and (iv) the failure to provide to a Non-Lead
Securitization Note Holder (if and to the extent required under the related Non-Lead Securitization) reports required under the
Exchange Act, and the rules and regulations thereunder, in a timely fashion. Upon the occurrence of such a Servicer Termination
Event with respect to the Master Servicer affecting a Non-Lead Securitization Note Holder, and the Master Servicer is not otherwise
terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee or the Master Servicer shall, upon the direction
of a Non-Lead Securitization Note




    -24- 


     


    

Holder, require the appointment
of a subservicer with respect to the Mortgage Loan. Upon the occurrence of a Servicer Termination Event with respect to the Special
Servicer affecting a Non-Lead Securitization Note Holder, and the Special Servicer is not otherwise terminated pursuant to the
Lead Securitization Servicing Agreement, the Trustee shall, upon direction of a Non-Lead Securitization Note Holder, terminate
the Special Servicer with respect to, but only with respect to, the Mortgage Loan;


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


(xiii)       any
late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to a Non-Lead Securitization
Note or reimbursable to a Non-Lead Master Servicer or a Non-Lead Trustee shall be remitted by the Master Servicer to the related
Non-Lead Master Servicer within one (1) Business Day of receipt of properly identified and available funds constituting such late
collections; provided, however, that to the extent any such amounts are received after 3:00 p.m. Eastern time on any given Business
Day, the Master Servicer shall use commercially reasonable efforts to remit such late collections to such Non-Lead Master Servicer
within one (1) Business Day of receipt of properly identified and available funds but, in any event, the Master Servicer shall
remit such amounts within two (2) Business Days of receipt of properly identified and available funds;


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


(xv)       any
conflict between the Lead Securitization Servicing Agreement and this Agreement shall be resolved in favor of this Agreement provided
that in no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action
in accordance with the terms of this Agreement that would cause the Master




    -25- 


     


    

Servicer or the Special Servicer,
as the case may be, to violate the Servicing Standard or the REMIC Provisions;


(xvi)       special
servicing, workout and liquidation fee rates shall not exceed 0.25%, 1.00% and 1.00%, respectively, subject to any market minimum
amounts and fee offsets set forth in the Lead Securitization Servicing Agreement;


(xvii)       each
Lead Securitization Servicing Agreement shall also satisfy Moody’s rating methodology as of the closing date of the Lead
Securitization Servicing Agreement for eligible accounts and permitted investments for a securitization rated “Aaa”
by Moody’s; and


(xviii)       The
holder of the Lead Securitization Note shall:


(i)       on,
or within a timely manner following, the closing date of the Lead Securitization, provide notice of the closing of the Lead Securitization
and send (or provide for access through a financial printer together with notice (which may be by email) and contact information
therefor) a copy (in EDGAR-compatible format) of the Lead Securitization Servicing Agreement to each other Note Holder; and


(ii)       give
each other Note Holder written notice in a timely manner (but no later than one (1) business day prior to the applicable filing
date) of any re-filing (other than a filing made in connection with a formal amendment of the Lead Securitization Servicing Agreement)
by the Depositor of the Lead Securitization Servicing Agreement subsequent to the Securitization Date if such filing contains revisions
or changes that are material to the other Note Holders.


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


(i)       such
Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Nonrecoverable Advances relating
to Servicing Advances (and Advance Interest thereon) and any additional expenses of the Trust Fund, but only to the extent that
such expenses relate to servicing and administration of the Notes, including without limitation, any unpaid Special Servicing Fees,
Liquidation Fees and Workout Fees relating to the Notes, and that in the event that amounts on deposit in the Companion Distribution
Account or Collection Account in respect of the Mortgage Loan, as applicable, are insufficient for reimbursement of such amounts,
(i) the related Non-Lead Master Servicer will be required to, promptly following notice from the Master 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 the Non-Lead Securitization Servicing Agreement for such Non-Lead
Securitization Note Holder’s pro rata share of any such Nonrecoverable Advances and/or additional expenses of the
Trust Fund, and (ii) if the Lead Securitization Servicing Agreement permits the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee to reimburse itself from the Lead Securitization Trust’s general collections,




    -26- 


     


    

then the Master Servicer, the
Special Servicer, the Certificate Administrator or the Trustee, as applicable, may do so and the related Non-Lead Master Servicer
will be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization Trust out of general
collections in the collection account (or equivalent account) established under the related Non-Lead Securitization Servicing Agreement
for such Non-Lead Securitization Note Holder’s pro rata share of any such Nonrecoverable Advances and/or additional
expenses of the Trust Fund;


(ii)       each
of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of Lead
Securitization Servicing Agreement) by each Securitization Trust holding a 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 Companion
Distribution 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 the related Non-Lead Securitization Servicing Agreement; provided,
however, that such Non-Lead Securitization Servicing Agreement may include limitations and conditions on the payment or
reimbursement of Indemnified Items to the Operating Advisor (including limitations and conditions with respect to the timing of
such payments or reimbursements and the sources of funds for such payments or reimbursements);


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


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


(e)       Prior
to the Securitization of a Non-Lead Securitization Note (including any New Note), all notices, reports, information or other deliverables
required to be delivered to the related Non-Lead Securitization Note Holder pursuant to this Agreement or the Lead Securitization
Servicing Agreement by the Lead Securitization Note Holder (or the Master




    -27- 


     


    

Servicer or the Special Servicer
acting on its behalf) only need to be delivered to the related Non-Lead Securitization Note Holder (or its Note Holder Representative)
and, when so delivered to such Non-Lead Securitization Note Holder (or its Note Holder Representative, as applicable), 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 (including any New Note), as applicable, all notices, reports, information or
other deliverables required to be delivered to the related Non-Lead Securitization Note Holder pursuant to this Agreement or the
Lead Securitization Servicing Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer
acting on its behalf) shall be delivered to the related Non-Lead Master Servicer and 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 (except where required by
this Agreement or the Lead Securitization Servicing Agreement to deliver items directly to a Non-Lead Depositor or other party
to a Non-Lead Securitization Servicing Agreement for purposes of compliance with securities laws).


(f)       The
Lead Securitization Note Holder agrees that, if a Non-Lead Securitization Note is included in a Securitization, and such Non-Lead
Securitization is subject to reporting requirements under Regulation AB, the Master Servicer, the Special Servicer, the Trustee
and the Custodian shall be required to reasonably cooperate with the Non-Lead Asset Representations Reviewer in connection with
such Non-Lead Asset Representations Reviewer’s obligations under any Non-Lead Securitization Servicing Agreement with respect
to the Mortgage Loan by providing any documents reasonably requested by the Non-Lead Asset Representations Reviewer or other requesting
party in connection with the Non-Lead Asset Representations Reviewer’s obligations, but only to the extent such documents
are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, but in any
event excluding any documents known to such the Master Servicer, the Special Servicer, the Trustee or the Custodian to contain
information that is proprietary to the related originator or Initial Note Holders or any draft documents or privileged or internal
communications. The reasonable out-of-pocket expenses of the Master Servicer, Special Servicer, the Trustee and the Custodian actually
incurred in connection with their compliance with such requests shall be reimbursable by the Non-Lead Asset Representations Reviewer
or, if not paid by the Non-Lead Asset Representations Reviewer, the Non-Lead Securitization Note Holder.


Section 3.     Priority
of Payments.


(a)       Each
Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note
or security therefor. 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




    -28- 


     


    

proceeds thereof, whether received
in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other
collateral or instrument securing the Mortgage Loan or Insurance and Condemnation 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) shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes
on a Pro Rata and Pari Passu Basis; provided, that (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 Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization
Servicing Agreement shall be applied to the extent set forth in, and in accordance with the terms of, the Mortgage Loan Documents;
and (y) 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 compensation payable to it thereunder (including without limitation,
any additional expenses of the Trust Fund relating to the Mortgage Loan (but subject to the second paragraph of Section 5(d) hereof)
reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees and Penalty Charges
(to the extent provided in the immediately following paragraph) but excluding (i) any P&I Advances (and interest thereon) on
the Lead Securitization Note, which shall be reimbursed in accordance with Section 2(b) hereof, and (ii) any Master Servicing Fees
due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share of that portion of such servicing
fees calculated at the “primary servicing fee rate” applicable to the Mortgage Loan as set forth in the Lead Securitization
Servicing Agreement, which such excess shall not be subject to the allocation provisions of this Section 3) shall be payable in
accordance with the Lead Securitization Servicing Agreement.


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


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 Note Holders on a Pro Rata and Pari Passu Basis. Any proceeds received by any Note Holder from the sale of master servicing
rights with respect to its Note shall be for its own account.




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


Section 5.     Administration
of the Mortgage Loan.


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


Each Note Holder
hereby acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of
the Lead Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Loan to sell the Notes together as notes evidencing
one whole loan in accordance with the terms of the Lead Securitization




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Servicing Agreement and shall require
that all offers be submitted to the Special Servicer in writing. Whether any cash offer constitutes a fair price for the Mortgage
Loan shall be determined by the Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the
Trustee, if the highest offeror is an Interested Person. Absent an offer at least equal to the Purchase Price, no offer from an
Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers
are received from independent third parties. In determining whether any offer from an Interested Person received represents a fair
price for the Mortgage Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal) conducted in accordance
with the Lead Securitization Servicing Agreement within the preceding nine (9)-month period or, in the absence of any such Appraisal,
on a new Appraisal. In determining whether any such offer from a Person other than an Interested Person constitutes a fair price
for the Mortgage Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal or updated Appraisal
or narrative appraisal that it may have obtained within the prior nine (9) months pursuant to the Lead Securitization Servicing
Agreement) among other factors, the period and amount of the occupancy level and physical condition of the Mortgaged Property and
the state of the local economy. In determining whether any offer received from an Interested Person represents a fair price for
any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged
Property conducted in accordance with this Agreement within the preceding nine (9) month period or, in the absence of any such
Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal will be covered by, and
will be reimbursable as, a Servicing Advance by the Master Servicer. 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 is not required
if the related Non-Lead Securitization Note is held by a Borrower Party) 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 ten (10) days prior to the proposed sale date, a copy of each bid package (together with any amendments to such
bid packages) received by the Special Servicer in connection with any such proposed sale, (c) at least ten (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 the sale price of the Mortgage Loan and (d) until the
sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Lead Securitization
Note Holder Representative) prior to the proposed sale date, all information and other documents being provided to other offerors
and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed
sale; provided, however, that such Non-Lead Securitization Note Holder may waive any delivery or timing requirements
set forth in this sentence only for itself. 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 Party).


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a




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fair price, the Trustee may (at
its option and at the expense of the offering Interested Person purchaser) designate an independent third party expert in real
estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans similar to the Mortgage
Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the
Mortgage Loan. If the Trustee designates such third party to make such determination, the Trustee shall be entitled to rely conclusively
upon such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker
opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested
Person.


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


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


(b)       The
administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement. The servicing
of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced 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




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accordance with the Servicing Standard,
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 materially and adversely affect
any Non-Lead Securitization Note Holder in its capacity as a 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 a Borrower Party) shall be a
third-party beneficiary to the Lead Securitization Servicing Agreement with respect to its rights as specifically provided for
therein.


(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
Note Holder Representative pursuant to the Lead Securitization Servicing Agreement (for this purpose, without regard to whether
such items are actually required to be provided to the Lead Securitization Note Holder Representative under the Lead Securitization
Servicing Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event or effectively equivalent
period) with respect to any Major Decision or the implementation of any recommended actions outlined in an Asset Status Report
relating to the Mortgage Loan, to a Non-Lead Securitization Note Holder (or its Non-Lead Securitization Note Holder Representative),
within the same time frame it is required to provide to the Lead Securitization Note Holder Representative (for this purpose, without
regard to whether such items are actually required to be provided to the Lead Securitization Note Holder Representative under the
Lead Securitization Servicing Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event
or effectively equivalent period, but subject to any limitations in the Lead Securitization Servicing Agreement regarding providing
such information to the Mortgage Loan Borrower or those who have certain relationships with the Mortgage Loan Borrower) 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 Decision or the implementation of any recommended
actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such
Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative); provided that after the expiration of a
period of ten (10) Business Days from the delivery to such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
by the Lead Securitization Note Holder (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
Note Holder 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
shall be deemed to begin anew from




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the date of such proposal and delivery
of all information relating thereto). Notwithstanding the consultation rights of each Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization Note Holder (or Master Servicer
or Special Servicer, acting on its behalf) may make any Major Decision or any action set forth in the Asset Status Report before
the expiration of the aforementioned ten (10) Business Day period if the Lead Securitization Note Holder (or Master Servicer or
Special Servicer, as applicable) determines that immediate action with respect thereto is necessary to protect the interests of
the Note Holders. In no event shall the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on its
behalf) be obligated at any time to follow or take any alternative actions recommended by a Non-Controlling Note Holder (or its
Non-Controlling Note Holder Representative).


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, each Non-Controlling Note Holder shall have the right to attend (in person or telephonically, in the discretion
of the Master Servicer or Special Servicer, as applicable) annual meetings 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, more than three (3) months after the startup day of the REMIC which includes the Notes (or any portion
thereof). Each Note Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC provisions
in the Lead Securitization Servicing Agreement relating to the administration of the Mortgage Loan.


Anything herein or
in the Lead Securitization Servicing Agreement to the contrary notwithstanding, if one of the Notes is included in a REMIC and
the other is not, such other Note Holder shall not be required to reimburse such Note Holder or any other Person for payment of
(i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to the administration of such REMIC or to any determination
respecting the amount, payment or avoidance of any tax




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under such REMIC or (iii) any advances
for any of the foregoing or any interest thereon or for deficits in other items of disbursement or income resulting from the use
of funds for payment of any such taxes, costs or expenses or advances, nor shall any disbursement or payment otherwise distributable
to the other Note Holder be reduced to offset or make-up any such payment or deficit.


Section 6.     Rights
of the Controlling Note Holder and Non-Controlling Note Holders.


(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 a Borrower Party), including, without limitation, the Controlling Note Holder, any
officer or employee of the Controlling Note Holder, any Affiliate of the Controlling Note Holder or any other unrelated third party.
No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling
Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under this Agreement may be taken by the
Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. No Servicer, Certificate Administrator
or Trustee acting on behalf of the Lead Securitization Note Holder shall be required to recognize any Person as a Controlling Note
Holder Representative until the Controlling Note Holder has notified each Servicer, Certificate Administrator and 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 each Servicer, Certificate Administrator and Trustee with written confirmation of its acceptance
of such appointment (and such parties will be entitled to rely on such notice), an address and facsimile number for the delivery
of notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement
may deal (including their names, titles, work addresses and facsimile numbers). The Controlling Note Holder shall promptly deliver
such information to any Servicer, Certificate Administrator and Trustee. None of the Servicers, Certificate Administrator 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.


Neither the
Controlling Note Holder Representative nor the Controlling Note Holder, in such capacity, 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, gross negligence or breach of this
Agreement. 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




    -35- 


     


    

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


(b)       Each
Non-Controlling Note Holder shall have the right at any time to appoint a representative (other than a Borrower Party) in connection
with the exercise of its rights and obligations with respect to the Mortgage Loan (with respect to such Note Holder, the “Non-Controlling
Note Holder Representative”). All of the provisions relating to the Controlling Note Holder and the Controlling Note
Holder Representative set forth in Section 6(a) shall apply to each Non-Controlling Note Holder and its Non-Controlling Note Holder
Representative mutatis mutandis.


Each Non-Controlling
Note Holder (if it is not the Lead Securitization 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; provided, that
each Initial Note Holder shall be deemed to have provided such notice on the date hereof. The Trustee, Certificate Administrator,
the Master Servicer and the Special Servicer under the Lead Securitization Servicing Agreement 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. The Non-Controlling Note Holder Representative with respect to the Non-Controlling Notes, 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 Note A-1-2 Holder with respect to Note A-1-2, Initial Note A-2-1-A Holder with respect to Note A-2-1-A, Initial Note
A-2-1-B Holder with respect to Note A-2-1-B, Initial Note A-2-2-A Holder with respect to Note A-2-2-A, Initial Note A-2-2-B Holder
with respect to Note A-2-2-B, and the Initial Note A-2-3 Holder with respect to Note A-2-3.


(c)       The
Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Controlling Note Holder hereunder and
the rights and powers granted to the “Directing Holder,” “Controlling Class Certificateholder,” “Controlling
Class Representative” or similar party under, and as defined in, the Lead Securitization Servicing Agreement with respect
to the Mortgage Loan. In addition, the Controlling Note Holder shall be entitled to advise (1) the Special Servicer with respect
to all matters related to the Mortgage Loan if it is a “Specially Serviced Loan” (as defined in the Lead Securitization
Servicing Agreement) and (2) the Special Servicer with respect to all matters for which the Master Servicer must obtain




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the consent
or deemed consent of the Special Servicer, and, except as set forth below, (i) the Master Servicer shall not be permitted to implement
any Major Decision unless it has obtained the prior written consent of the Special Servicer and (ii) the Special Servicer shall
not be permitted to consent to the Master Servicer’s implementing any Major Decision nor will the Special Servicer itself
be permitted to implement any Major Decision as to which the Controlling Note Holder has objected in writing within ten (10) Business
Days after receipt of the written recommendation and analysis and such additional information requested by the Controlling Note
Holder, and reasonably available to the Special Servicer, as may be necessary in order to make a judgment with respect to such
Major Decision. The Controlling Note Holder may also direct the Special Servicer to take, or to refrain from taking, such other
actions with respect to the Mortgage Loan as the Controlling Note Holder may deem advisable.


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


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


No objection, consent,
direction or advice contemplated by the preceding paragraphs may, and neither the Master Servicer nor Special Servicer shall take
any action that would (i) require or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision
of the Mortgage Loan Documents, applicable law, the Lead Securitization Servicing Agreement, this Agreement, the REMIC Provisions
or the Master Servicer or Special Servicer’s obligation to act in accordance with the Servicing Standard or (ii) result in
the imposition of a tax on any Trust REMIC under the REMIC Provisions or cause any REMIC Pool to fail to qualify as a REMIC or
cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income
tax purposes, (iii) expose the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the
Depositor, the Asset Representations Reviewer, the Trust or the Trustee or any of their respective Affiliates, officers, directors,
shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement or the
Lead Securitization Servicing Agreement does not provide indemnification to such party or expose any such party to prosecution
for a criminal offense, (iv) materially expand the scope of responsibilities of any of the Master Servicer, Special Servicer, the
Certificate Administrator, the Asset Representations Reviewer, the Trustee or the Operating Advisor, as applicable, under this
Agreement or the Lead Securitization Servicing Agreement.




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Section 7.    Appointment
of Special Servicer. Subject to the conditions and requirements set forth in the Lead Securitization Servicing Agreement, the
Controlling Note Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer
then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu thereof. Any designation by the
Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as Special Servicer shall be made
by delivering to the other Note Holder, the 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, but only if required
by the terms of the Lead Securitization Servicing Agreement), and delivering to each Non-Controlling Note Holder a Rating Agency
Confirmation with respect to any rated securities issued and outstanding under the related Securitization if such replacement Special
Servicer does not meet the Required Special Servicer Rating with respect to those Rating Agencies rating the securities of any
Securitization related to a Non-Controlling Note Holder. The Controlling Note Holder shall be solely responsible for any expenses
incurred in connection with any such replacement without cause. The Controlling Note Holder shall notify the Non-Controlling Note
Holders of its termination of the then currently serving Special Servicer and its appointment of a replacement Special Servicer
in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special Servicer with respect to the Mortgage
Loan as of the consummation of the securitization under the Lead Securitization Servicing Agreement, then the initial Special Servicer
designated in the Lead Securitization Servicing Agreement shall serve as the initial Special Servicer but this shall not limit
the right of the Controlling Note Holder (or its Controlling Note Holder Representative) to designate a replacement Special Servicer
for the Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of the Special Servicer has occurred that affects
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 solely with respect to the Mortgage Loan pursuant to and in accordance with the
terms of the Lead Securitization Servicing Agreement. The 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 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.




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Section 8.     Payment
Procedure.


(a)       The
Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3
and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable
to the Notes to the Collection Account and/or Companion Distribution Account pursuant to and in accordance with the Lead Securitization
Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such amounts
to the applicable account within two (2) Business Days after receipt by it of properly identified funds by the Lead Securitization
Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower.


(b)       If
the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received
or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar
law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder
or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization
Note Holder shall not be required to distribute any portion thereof to the Non-Lead Securitization Note Holders and 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 a Non-Lead Securitization Note Holder before the Lead
Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder
is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five
(5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at
the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder.


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


Section 9.    Limitation
on Liability of the Note Holders. Each Note Holder shall have no liability to any other Note Holder with respect to its Note
except with respect




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to losses actually suffered due
to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that,
notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards
(including the Servicing Standard) set forth in the related Securitization Servicing Agreement.


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


Section 10.    Bankruptcy.
Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right
to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any
such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage
Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with
respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of
the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not
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 a Non-Lead Securitization Note Holder
in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding,
including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election
under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate
the automatic stay with respect to the Mortgage Loan. Each Non-Lead Securitization Note Holder hereby agrees that, upon the request
of the Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the
Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder
may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by any
Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.




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


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


Section 13.    Other Business
Activities of the Note Holders. Each Note Holder acknowledges that the other Note Holder or its Affiliates may make loans or
otherwise extend credit to, and generally engage in any kind of business with, a Borrower Party, 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, and receive payments on such other loans or extensions of credit to any such party
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.




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Section 14.     Sale
of the Notes.


(a)       Except
as contemplated by the second following sentence, 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 in accordance with the terms of this Agreement. Promptly after the Transfer (other than
a Transfer to a Securitization Trust), the non-transferring Note Holder(s) shall be provided with (x) a representation from
a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case
of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement
referred to in Section 15. 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 such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation
from each Rating Agency then rating the securities of such Securitization Trust. Notwithstanding the foregoing, without the non-transferring
Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s
Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained, no Note Holder shall Transfer all or any
portion of its Note (or a participation interest in such Note) to a Borrower Party and any such Transfer made
without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s
Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee;
provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will
not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing
Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees
that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special
Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any
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 the other Note Holder or of any other Person or having to provide any Rating Agency
Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section
14(a) shall apply in the case of (1) a sale of all of the Notes together, 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, (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




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




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similar sale held by such Note Pledgee
or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the pledging Note Holder’s rights,
remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing
the obligations of the pledging Note Holder hereunder accruing from and after such Transfer (i.e., realization upon the
collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee
under this Section 14(c) shall remain effective as to any Note Holder (and any Servicer) unless and until such Note
Pledgee shall have notified any such Note Holder (and any Servicer, as applicable) in writing that its interest in the pledged
Note has terminated.


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


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


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


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


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


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


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




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


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


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


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


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


(b)       CONSENTS
THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR




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PROCEEDING WAS BROUGHT IN AN INCONVENIENT
COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;


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


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


Section 18.    Modifications.
This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each Note Holder. Additionally,
for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend or modify this Agreement without
first obtaining a Rating Agency Confirmation from each Rating Agency then rating any securities of any Securitization; 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) with respect to matters or questions arising under this Agreement, to make provisions in this Agreement
consistent with other provisions of this Agreement (including, without limitation, in connection with the creation of New Notes
pursuant to Section 32).


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


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


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




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


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


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


(b)       Each
Non-Lead Securitization Note Holder shall and hereby agrees to indemnify the Lead Securitization Note Holder against and hold the
Lead Securitization Note Holder harmless from and against any Taxes, interest, penalties and attorneys’ fees and disbursements
arising or resulting from any failure of the Lead Securitization Note Holder to withhold Taxes from payment made 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.


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




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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 Note Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not obligated under applicable
law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement. Without limiting
the effect of the foregoing, (i) if a Non-Lead Securitization Note Holder is created or organized under the laws of the United
States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing
to the Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if a Non-Lead Securitization Note Holder
is not created or organized under the laws of the United States, any state thereof or the District of Columbia, and if the payment
of interest or other amounts by the Mortgage Loan Borrower is treated for United States income tax purposes as derived in whole
or part from sources within the United States, such Note Holder shall satisfy the requirements of the preceding sentence by furnishing
to the Lead Securitization Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form
W-8BEN, or successor forms, as may be required from time to time, duly executed by such Note Holder, as evidence of such Note Holder’s
exemption from the withholding of United States tax with respect thereto. The Lead Securitization Note Holder shall not be obligated
to make any payment hereunder with respect to any Non-Lead Securitization Note or otherwise until the related Non-Lead Securitization
Note Holder shall have furnished to the Lead Securitization Note Holder requested forms, certificates, statements or documents.


Section 25.    Custody of
Mortgage Loan Documents. On and after the closing of the Lead Securitization, the originals of all of the Mortgage Loan Documents
(other than the originals of the Non-Lead Securitization Notes) shall be held by the Trustee through a duly appointed custodian
therefor, in accordance with the terms of the Lead Securitization Servicing Agreement, on behalf of the registered holders of the
Notes.


Section 26.    Cooperation
in Securitization. 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, the related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing
Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage
Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably
required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting
to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note
Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such
case, as may be reasonably requested by the Rating Agencies to effect such Securitization; provided, that no Non-Securitizing
Note Holder shall be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification,
as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the
amount of any payments due to or priority




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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.


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


Section 27.    Notices.
All notices required hereunder shall be given by (i)  facsimile transmission or e-mail (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 28.    Broker.
Each Note Holder represents to each other that no broker was responsible for bringing about this transaction.


Section 29.     Certain
Matters Affecting the Agent.


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




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(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 representation made or assignment and
assumption agreement delivered to the Agent pursuant to Section 15;


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


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


Section 30.    Reserved.


Section 31.    Resignation
of Agent. The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory
to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory
to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. The 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 any Note Holder or an affiliate thereof (each, an “Original
Entity”) is the owner of a Note that is not included in a Securitization (each, an “Owned Note”),
such Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower
to execute amended and restated notes or additional notes (in either case, “New Notes”) reallocating the principal
of the Owned Note to such New Notes; or severing the Owned Note into one or more further “component” notes in the aggregate
principal amount equal to the then outstanding principal balance of the Owned Note provided that (i) the aggregate principal balance
of all outstanding New Notes




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following such amendments is no
greater than the aggregate principal of the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted
average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis
and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Original Entity
holding the New Notes shall notify the Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate
Administrator and the Trustee in writing of such modified allocations and principal amounts. Except for the foregoing reallocation
and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified
or amended without the consent of its holder and the consent of the holder of the other Note. In connection with the foregoing
(provided the conditions set forth in (i) through (iv) above are satisfied), the Master Servicer is hereby authorized and directed
to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable,
solely for the purpose of reflecting such reallocation of principal. If more than one New Note is created hereunder, for purposes
of exercising the rights of a “Controlling Note Holder” or “Non-Controlling Note Holder” hereunder, the
“Controlling Note Holder” or “Non-Controlling Note Holder,” as applicable, of such New Notes shall be as
provided in the definition of such terms in this Agreement, provided that the Controlling Note Holder shall be entitled to designate
any New Note created from the originally existing Controlling Note to be a Non-Controlling Note Holder. If the Lead Securitization
Note Holder so requests, the Original Entity holding the New Notes shall (a) represent that the conditions set forth in (i) through
(iv) have been satisfied and/or (b) deliver a confirmation of the continued applicability of this Agreement to the New Notes.


Section 33.     Effect
of this Agreement. This Agreement amends, restates and supersedes the Original Agreement in its entirety as of the date hereof.


 


[Signature Page Follows]


 


 


 




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


	 	AGENT:
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Master Servicer of the UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17
	 	By:  	/s/ Michael Benner
	 	 	Name: Michael Benner
	 	 	Title: Director


 


 


 


(Amended and Restated Agreement Between Note
Holders – 600 & 620 National Avenue Mortgage Loan)


 




    S-1


     


    

 


	 	NOTEHOLDERS:
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF THE UBS COMMERCIAL MORTGAGE TRUST 2019-C17, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-C17, as Note A-1-1 Holder
	 	By:	Wells Fargo Bank, National Association, as Master Servicer of the UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17
	 	 	By:	/s/ Michael Benner
	 	 	 	Name: Michael Benner
	 	 	 	Title: Director


 


(Amended and Restated Agreement Between Note
Holders – 600 & 620 National Avenue Mortgage Loan)


 




    S-2


     


    

 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF THE WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C53, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-C53, as Note A-1-2 Holder
	 	By:	Wells Fargo Bank, National Association, as Master Servicer of the UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17
	 	 	 	 	 
	 	 	By:	/s/ Michael Benner
	 	 	 	Name: Michael Benner
	 	 	 	Title: Director
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Initial Note A-2-1-A Holder, the Initial Note A-2-1-B Holder, Initial Note A-2-2-A Holder, Initial Note A-2-2-B Holder and Initial Note A-2-3 Holder
	 	By:	/s/ Harris Rendelstein
	 	 	Name: Harris Rendelstein
	 	 	Title: Vice President


 


 


 


(Amended and Restated Agreement Between Note
Holders – 600 & 620 National Avenue Mortgage Loan)



 


 




    S-3


     


    

 


EXHIBIT A




 





MORTGAGE LOAN SCHEDULE






Description of Mortgage Loan


	Mortgage Loan Borrower:	Preylock Mountain View, LLC
	Date of Mortgage Loan:	September 11, 2019
	Date of A-1-1, A-1-2 and A-2-3 Notes:	September 19, 2019
	Date of A-2-1-A, A-2-1-B, A-2-2-A and A-2-2-B Notes:	November 5, 2019
	Original Principal Amount of Mortgage Loan:	$137,900,000.00
	Principal Amount of Mortgage Loan as of the date hereof:	$137,900,000.00
	Initial Note A-1-1 Principal Balance:	$38,950,000.00
	Initial Note A-1-2 Principal Balance:	$30,000,000.00
	Initial Note A-2-1-A Principal Balance:	$20,000,000.00
	Initial Note A-2-1-B Principal Balance:	$10,000,000.00
	Initial Note A-2-2-A Principal Balance:	$20,000,000.00
	Initial Note A-2-2-B Principal Balance	$10,000,000.00
	Initial Note A-2-3 Principal Balance:	$8,950,000.00
	Location of Mortgaged Property:	Mountain View, CA
	Initial Maturity Date:	September 11, 2029


 


 


(Amended and Restated Agreement Between Note
Holders – 600 & 620 National Avenue Mortgage Loan)


 




    S-3


     


    

EXHIBIT B


		1.	Note A-1-1 Holder:



 


The applicable notice addresses set forth in the Note
A-1-1 PSA


		2.	Note A-1-2 Holder







The applicable notice addresses set forth in the Note
A-1-2 PSA


3.   Initial Note
A-2-1-A Holder, Initial Note A-2-1-B Holder, Initial Note A-2-2-A Holder, Initial Note A-2-2-B Holder and Initial Note A-2-3 Holder


 


JPMorgan Chase Bank, National Association

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh


Email: US_CMBS_Notice@jpmorgan.com     


 


with a copy to:


 


JPMorgan Chase Bank, National Association

4 New York Plaza, 21st Floor

New York, New York 10004

Attention: SPG Legal


Email: US_CMBS_Notice@jpmorgan.com


 


 




    B-1


     


    

 


EXHIBIT C

PERMITTED FUND MANAGERS


 


		1.	AllianceBernstein



		2.	Annaly Capital Management



		3.	Apollo Real Estate Advisors



		4.	Archon Capital, L.P.



		5.	AREA Property Partners



		6.	Artemis Real Estate Partners



		7.	BlackRock, Inc.



		8.	Clarion Partners



		9.	Colony Northstar, Inc.



		10.	DLJ Real Estate Capital Partners



		11.	Dune Real Estate Partners



		12.	Eightfold Real Estate Capital, L.P.



		13.	Five Mile Capital Partners



		14.	Fortress Investment Group, LLC



		15.	Garrison Investment Group



		16.	H/2 Capital Partners LLC



		17.	Hudson Advisors



		18.	Investcorp International



		19.	iStar Financial Inc.



		20.	J.P. Morgan Investment Management Inc.



		21.	JER Partners



		22.	Lend-Lease Real Estate Investments



		23.	Libermax Capital LLC



		24.	LoanCore Capital



		25.	Lone Star Funds



		26.	Lowe Enterprises



		27.	Normandy Real Estate Partners



		28.	Och-Ziff Capital Management Group



		29.	Praedium Group



		30.	Raith Capital Partners, LLC



		31.	Rialto Capital Management LLC



		32.	Rialto Capital Advisors LLC



		33.	Rockpoint Group



		34.	Rockwood



		35.	RREEF Funds



		36.	Square Mile Capital Management



		37.	The Blackstone Group



		38.	The Carlyle Group



		39.	Torchlight Investors



		40.	Walton Street Capital, L.L.C.





    C-1


     


    

		41.	Westbrook Partners



		42.	Wheelock Street Capital



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



 


 


 


 


 


 


 


 


 


 


 


 


 


 






    C-2