Exhibit 4.8


 


EXECUTION
VERSION


 


 


AGREEMENT
BETWEEN NOTEHOLDERS


 


Dated
as of December 12, 2019 by and among





 


CITI
REAL ESTATE FUNDING INC.

(Initial Note A Holder)


 


and


 


CITI
REAL ESTATE FUNDING INC.

(Initial Subordinate Noteholder)


 


805
Third Avenue


 




     


     


    

THIS
AGREEMENT BETWEEN NOTEHOLDERS, dated as of December 12, 2019 by and between CITI REAL ESTATE FUNDING INC. (together with its successors
and assigns in interest, “CREFI”), a New York limited partnership (in its capacity as initial owner of Note
A-1, Note A-2, Note A-3 and Note A-4, the “Initial Note A Holder”, and in its capacity as the initial agent,
the “Initial Agent”), and CREFI (in its capacity as initial owner of Note B, the “Initial Subordinate
Noteholder” and together with the Initial Note A Holder, the “Initial Noteholders”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), CREFI originated a certain loan (the “Mortgage Loan”)
described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan
borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced, inter
alia, by one promissory note in the original principal amount of $275,000,000 made by the Mortgage Loan Borrower in favor
of the Initial Noteholder (the “Original Note”).


 


WHEREAS,
CREFI and the Mortgage Loan Borrower have agreed, pursuant to that certain Note Splitter and Loan Agreement Modification Agreement,
dated as of December 12, 2019 between such parties, to split the Original Note into five promissory notes and the Mortgage Loan
Borrower has executed and delivered to CREFI (i) four promissory notes designated as Note A-1, Note A-2, Note A-3 and Note A-4,
in the respective original principal amounts of $50,000,000, $50,000,000, $40,000,000 and $10,000,000 (each as amended, modified
or supplemented, a “Note”) and made by the Mortgage Loan Borrower in favor of the Initial Note A Holder and
(ii) one promissory note designated as Note B, in the original principal amount of $125,000,000 (each as amended, modified or
supplemented, a “Note”) and made by the Mortgage Loan Borrower in favor of the Initial Note B Holder;


 


WHEREAS,
each Note shall be referred to herein by its “Note Designation” as set forth in the chart below;


 


	Note
Designation
	Original
Principal Balance

	Note
    A-1 	$50,000,000
	Note
    A-2 	$50,000,000
	Note
    A-3 	$40,000,000
	Note
    A-4 	$10,000,000
	Note
    B 	$125,000,000



 

WHEREAS,
the parties hereto desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns,
shall hold each Note;


 


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


 


Section
1. Definitions. References to a “Section,” the “preamble” or the “recitals” are,
unless otherwise specified, to a Section or the recitals of this Agreement. Capitalized


 



     


     


    

 


terms not otherwise defined herein shall
have the meaning ascribed thereto in the Servicing Agreement. Whenever used in this Agreement, the following terms shall have
the respective meanings set forth below unless the context clearly requires otherwise.


 


“A
Note(s)” shall mean each Note that has a designation starting with “A”, either individually or in the aggregate
as the context may require.


 


“Acceptable
Insurance Default” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term
used in the Servicing Agreement.


 


“Additional
Servicing Expenses” shall mean (a) all Servicing Advances, fees and/or expenses incurred by and reimbursable to any
Servicer, Trustee, Operating Advisor, certificate administrator or fiscal agent pursuant to the Servicing Agreement relating solely
to the Mortgage Loan, and (b) all interest accrued on Advances made by (x) any Servicer or Trustee in accordance with the terms
of the Servicing Agreement or (y) any Non-Lead Servicer or Non-Lead Trustee in accordance with the terms of the Non-Lead Securitization
Servicing Agreement; provided that (i) the aggregate special servicing fee (or equivalent) (which fee is payable solely
during the period that the Mortgage Loan is a Specially Serviced Mortgage Loan) shall not exceed an amount equal to 0.25% per
annum of the outstanding principal balance of the Mortgage Loan, (ii) the special servicing liquidation fee (or equivalent) shall
not exceed 1.0% of the collections made with respect to the Mortgage Loan or any sums received from proceeds from the disposition
of the Mortgaged Property or the Mortgage Loan, as the case may be, (iii) the special servicing workout fee (or equivalent) shall
not exceed 1.0% of the collections made with respect to the Mortgage Loan while the Mortgage Loan is a performing or “corrected”
loan (or such other analogous term pursuant to the Servicing Agreement), (iv) in no event shall both a workout fee and a liquidation
fee be payable on the same principal payment.


 


“Advance
Interest Amount” shall mean interest payable on Advances, as specified in the Servicing Agreement or Non-Lead Securitization
Servicing Agreement, as applicable.


 


“Advances”
shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement
or Non-Lead Securitization Servicing Agreement, as applicable (but for purposes hereof shall be limited to Advances in respect
of the Mortgage Loan or the Mortgaged Property).


 


“Affiliate”
shall mean with respect to any specified Person (i) any other Person Controlling or Controlled by or under common Control with
such specified Person (each a “Common Control Party”), (ii) any other Person owning, directly or indirectly,
twenty-five percent (25%) or more of the beneficial interests in such Person or (iii) any other Person in which such Person or
a Common Control Party owns, directly or indirectly, twenty-five percent (25%) or more of the beneficial interests; provided,
however, that with respect to any reference in this Agreement to an “Affiliate” (a) of the Mortgage Loan Borrower,
(b) of a holder of a related mezzanine loan, (c) of the Controlling Noteholder (if the Controlling Noteholder is the Note B Holder),
or (d) in clauses (i), (ii) and (iii) in Section 15 hereof, the applicable percentage in clauses (ii) and (iii) of this definition
shall be ten percent (10%).


 



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“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and from and after
the Securitization Date shall mean the Certificate Administrator, if any, and if there is no Certificate Administrator, shall
mean the Trustee.


 


“Agent
Office” shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement
is located at Citi Real Estate Funding Inc., 388 Greenwich Street, 6th Floor, New York, New York 10013, Attention: Richard Simpson,
Facsimile number: (646) 328-2943, with an electronic copy emailed to: richard.simpson@citi.com, with copies to: Citi Real Estate
Funding Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Raul Orozco, Facsimile number: (347) 394-0898,
with an electronic copy emailed to: raul.d.orozco@citi.com, and Citi Real Estate Funding Inc., 388 Greenwich Street, 17th Floor,
New York, New York 10013, Attention: Ryan M. O’Connor, Facsimile number: (646) 862-8988, with an electronic copy emailed
to: ryan.m.oconnor@citi.com, and which is the address to which notices to and correspondence with the Agent should be directed.
The Agent may change the address of its designated office by notice to the Noteholders.


 


“Agreement”
shall mean this Agreement between Noteholders, the exhibits and schedule hereto and all amendments hereof and supplements hereto.


 


“Appraisal”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Appraisal
Reduction Amount” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term
used in the Servicing Agreement.


 


“Appraiser”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Asset
Representations Reviewer” shall mean the asset representations reviewer appointed pursuant to 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 in the Servicing Agreement or such other analogous term
used in the Servicing Agreement.


 


“B
Note(s)” shall mean each Note that has a designation starting with “B”, either individually or in the aggregate
as the context may require.


 


“Balloon
Payment” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in
the Servicing Agreement.


 


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


 



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“Business
Day” shall have the meaning assigned to such term in the Servicing Agreement or Non-Lead Securitization Servicing Agreement,
as applicable.


 


“CDO
Asset Manager” with respect to any Securitization Vehicle which is a CDO, shall mean the entity which is responsible
for managing or administering the applicable 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 the applicable Note).


 


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


 


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


 


“Collection
Account” shall mean the trust account or accounts (including any sub-accounts) created and maintained by the Servicer.


 


“Commission”
means the U.S. Securities and Exchange Commission or any successor thereto.


 


“Companion
Distribution Account” shall have the meaning assigned to such term or the term “Serviced Whole Loan Collection
Account” in the Servicing Agreement or such other analogous term used in the Servicing Agreement.


 


“Conduit”
shall have the meaning assigned to such term in Section 16(f).


 


“Conduit
Credit Enhancer” shall have the meaning assigned to such term in Section 16(f).


 


“Conduit
Inventory Loan” shall have the meaning assigned to such term in Section 16(f).


 


“Control”
means 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.


 


“Control
Appraisal Period” A “Control Appraisal Period” shall exist with respect to the Mortgage Loan, if and for
so long as:


 


(a)       (1)
the initial Principal Balance of the B Note set forth on the Mortgage Loan Schedule minus (2) the sum (without duplication) of
(x) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, the B Note after
the date of its creation, (y) any Appraisal Reduction Amount for the Mortgage Loan that is allocated to such B Note and (z) any
losses realized with respect to the Mortgaged Property or the Mortgage Loan that are allocated to the B Note, is less than


 


(b)       25%
of the remainder of (i) the initial Principal Balance of the B Note set forth on the Mortgage Loan Schedule less (ii) any payments
of principal (whether as


 



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principal prepayments or otherwise) allocated to, and received by, the Subordinate Noteholder after the
date of its creation.


 


“Controlling
Class Representative” shall mean the “Controlling Class Representative” as defined in the Servicing Agreement
or such other analogous term used in the Servicing Agreement.


 


“Controlling
Noteholder” shall mean as of any date of determination:


 


(i)       the
holder or holders of a majority of the B Note (by Principal Balance) (the “Majority B Noteholder”), unless
a Control Appraisal Period has occurred and is continuing; or


 


(ii)       if
a Control Appraisal Period has occurred and is continuing, the holder or holders of a majority of the Lead Securitization Noteholder;


 


provided
that, if the Majority B Noteholder would be the Controlling Noteholder pursuant to the terms hereof, but any interest in B
Note is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower or Mortgage
Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Controlling Noteholder, a Control Appraisal
Period shall be deemed to have occurred. At any time the Lead Securitization Note is the Controlling Noteholder and is included
in the Lead Securitization, references to the “Controlling Noteholder” herein shall mean the holders of the majority
of the class of securities issued in the Lead Securitization designated as the “controlling class” (or such lesser
amount as permitted under the terms of the Servicing Agreement) or such other class(es) otherwise assigned the rights to exercise
the rights of the “Controlling Noteholder” hereunder, as and to the extent provided in the Servicing Agreement.


 


“Custodian”
shall have the meaning assigned to such term in the Servicing Agreement.


 


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


 


“Default
Interest” shall mean with respect to any Note, interest on such Note at a rate per annum equal to interest accrued thereon
at the Default Rate in excess of the Interest Rate applicable to such Note.


 


“Default
Rate” shall mean with respect to any Note, the lesser of the Interest Rate plus five percent (5%) or the maximum rate
permitted by applicable law.


 


“Defaulted
Mortgage Loan” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Depositor”
shall mean the Person selected by the Lead Securitization Noteholder to create the Securitization Trust.


 


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


 



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


 


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


 


“Indemnified
Items” shall mean, collectively, any claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration
of the Mortgage Loan and the Mortgaged Property (or, with respect to the Operating Advisor, incurred in connection with the provision
of services for the Mortgage Loan) under the Servicing Agreement.


 


“Indemnified
Parties” shall mean, collectively, (i) as and to the same extent the Lead Securitization Trust is required to indemnify
each of the following parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the
Servicing Agreement, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor, the Asset Representations Reviewer and the Depositor (and any director, officer, employee or agent of any of the foregoing,
to the extent such parties are identified as indemnified parties in the Servicing Agreement in respect of other mortgage loans)
and (ii) the Lead Securitization Trust.


 


“Independent”
shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement.


 


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


 


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


 


“Initial
Noteholder” as to any Note shall mean either the Initial Note A Holder or the Initial Subordinate Noteholder as is designated
the “Holder” in the table set forth in the preamble to this Agreement.


 


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


 


“Initial
Subordinate Noteholder” 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


 



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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.


 


“Insurance
and Condemnation Proceeds” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous
term used in the Servicing Agreement.


 


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


 


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


 


“Interim
Servicing Agreement” shall mean that certain interim servicing agreement to be negotiated in good faith between the
parties hereto after the date hereof. Until such time as the parties hereto execute an Interim Servicing Agreement, the Noteholders
shall cause the Mortgage Loan to be serviced by in accordance with this Agreement and the customary and usual servicing practices
of originators of commercial mortgage loans intended to be securitized.


 


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


 


“Junior
Operating Advisor” shall mean, with respect to the Mortgage Loan, the advisor appointed pursuant to Section 5(a).


 


“KBRA”
shall mean Kroll Bond Rating Agency, Inc., or its successor in interest.


 


“Lead
Securitization” shall mean shall mean the sale by the Noteholder of the A-1 Note of all of such Note (or the first securitization
of any portion of such Note, if applicable) to the Depositor, who will in turn include such portion of such Note as part of a
securitization of one or more mortgage loans.


 


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


 


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


 


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


 



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“Lead
Securitization Servicing Agreement” shall mean a pooling and servicing agreement, subject to Section 2 hereof,
to be entered into in connection with the Lead Securitization, by and among (a) the Person who serves as Trustee from and after
the Lead Securitization Date, (b) the Person who serves as Master Servicer from and after the Lead Securitization Date, (c) the
Person which serves as Special Servicer from and after the Lead Securitization Date, (d) the Person who serves as Operating Advisor
from and after the Lead Securitization Date and (e) the Depositor, and any other additional Persons that may be party to such
pooling and servicing agreement; provided it is acknowledged that such agreement is subject in all respects to changes (i) required
by the Code relating to the tax elections of the related Securitization Trust (ii) required by law or changes in any law, rule
or regulation and (iii) requested by the Rating Agencies or any purchaser of subordinate certificates. 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 Noteholder (taking into account that the Subordinate Note is junior to the
A Notes as and to the extent provided herein).


 


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


 


“Liquidation
Fees” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the
Servicing Agreement.


 


“Liquidation
Proceeds” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used
in the Servicing Agreement.


 


“Major
Decisions” shall have the meaning given to such term or any one or more analogous terms in the Servicing Agreement;
provided that at any time that none of the Notes is included in the Lead Securitization, “Major Decision” shall mean:


 


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


 


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


 


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


 


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


 



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


 


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


 


(vii)    any
waiver of or any determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause with respect
to the Mortgage Loan or any consent to such a waiver or any consent to a transfer of all or any portion of the Mortgaged Property
or of any direct or indirect legal or beneficial interests in the Mortgage Loan Borrower;


 


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


 


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


 


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


 


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


 


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


 


(xiii)   any
determination of an Acceptable Insurance Default;


 


(xiv)   any
determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer under the circumstances where the Master
Servicer determines, in its reasonable business judgment, exercised in accordance with the


 



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Servicing Standard, that a default
consisting of a failure to make a payment of principal or interest is reasonably foreseeable or there is a significant risk of
such default or any other default that is likely to impair the use or marketability of the Mortgaged Properties or such other
analogous event described in the definition of Servicing Transfer Event; or


 


(xv)    any
modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and nondisturbance
or attornment agreement in connection with any lease, at a Mortgaged Property if it would be a Material Lease (as defined in the
Mortgage Loan Agreement).


 


“Master
Servicer” shall mean the master servicer appointed pursuant to the Servicing Agreement.


 


“Monthly
Payment” shall have the meaning assigned to such term or such analogous in the Servicing Agreement.


 


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


 


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


 


“Morningstar”:
Morningstar Credit Ratings, LLC, or any of its successors in interest, assigns, and/or changed entity name or designation resulting
from any acquisition by Morningstar, Inc. or other similar entity of Realpoint LLC.


 


“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 June 28, 2019, between the Mortgage Loan Borrower, as borrower,
and the Initial Noteholders, as lender, as the same may be further amended, restated, supplemented or otherwise modified from
time to time, subject to the terms hereof.


 


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


 


“Mortgage
Loan Borrower Related Party” shall have the meaning assigned to such term in Section 15.


 


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


 


“Mortgage
Loan Schedule” shall have the meaning given thereto in the recitals.


 



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


 


“Net
Interest Rate” shall mean with respect to any Note, the Interest Rate for such Note minus the Servicing Fee Rate applicable
to such Note.


 


“Non-Controlling
Note” shall mean the interest of each Non-Controlling Noteholder in its Note.


 


“Non-Controlling
Noteholder” shall mean each Noteholder other than the Controlling Noteholder; provided that, if at any time a
Non-Controlling Note (or, at any time a Non-Lead Securitization Note is included in a Securitization, the related Non-Lead Securitization
Subordinate Class Representative) is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, no Person shall
be entitled to exercise the rights of such Non-Controlling Noteholder with respect to such Non-Controlling Note.


 


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


 


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


 


“Non-Lead
Certificate Administrator” shall mean the “certificate administrator” or such other analogous term under
a Non-Lead Securitization.


 


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


 


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


 


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


 


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


 


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


 


“Non-Lead
Securitization” shall mean any Securitization of an A Note in a Securitization Trust other than the Lead Securitization.


 



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


 


“Non-Lead
Securitization Noteholder” shall mean each Note A Holder other than the Lead Securitization Note, provided that
at any time an A Note that is not the Lead Securitization Note is included in a Securitization other than the Lead Securitization,
references to the “Non-Lead Securitization Noteholder” herein shall mean the Non-Lead Securitization Subordinate Class
Representative under the related Non-Lead Securitization Servicing Agreement, as and to the extent provided in the related Non-Lead
Securitization Servicing Agreement and as to the identity of which the Lead Securitization Noteholder (and the Master Servicer
and the Special Servicer) has been given written notice. The Lead Securitization Noteholder (or the Master Servicer or the Special
Servicer acting on its behalf) shall not be required at any time to deal with more than one party exercising the rights of a “Non-Lead
Securitization Noteholder” herein or under the Servicing Agreement and, to the extent that the related Non-Lead Securitization
Servicing Agreement assigns such rights to more than one party, for purposes of this Agreement, the Non-Lead Securitization Servicing
Agreement shall designate one party to deal with the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer
acting on its behalf) and provide written notice of such designation to the Lead Securitization Noteholder (and the Master Servicer
and the Special Servicer acting on its behalf) (such party, the related “Non-Lead Securitization Noteholder Representative”);
provided that, in the absence of such designation and notice, the Lead Securitization Noteholder (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-Lead Securitization Noteholder Representative with respect to such Non-Controlling Note for
all purposes of this Agreement.


 


Prior
to Securitization of any Non-Lead Securitization Note by the related Non-Lead Securitization Noteholder (including any New Notes),
all notices, reports, information or other deliverables required to be delivered to such Non-Lead Securitization Noteholder pursuant
to this Agreement or the Servicing Agreement by the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer
acting on its behalf) only need to be delivered to each Non-Lead Securitization Noteholder Representative and, when so delivered
to each Non-Lead Securitization Noteholder Representative, the Lead Securitization Noteholder (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 Servicing Agreement. Following Securitization of any Non-Lead Securitization Notes by the related Non-Lead Securitization
Noteholder, all notices, reports, information or other deliverables required to be delivered to such Non-Lead Securitization Noteholder
pursuant to this Agreement or the Servicing Agreement by the Lead Securitization Noteholder (or the Master Servicer or the Special
Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer and the related Non-Lead Special Servicer
(who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead
Securitization Servicing Agreement) and, when so delivered to the related Non-Lead Master Servicer and the related Non-Lead Special
Servicer, the Lead Securitization Noteholder (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 Servicing Agreement.


 



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“Non-Lead
Securitization Noteholder Representative” shall have the meaning assigned to such term in the definition of “Non-Lead
Securitization Noteholder”.


 


“Non-Lead
Securitization Servicing Agreement” shall mean the servicing agreement for the related Non-Lead Securitization.


 


“Non-Lead
Securitization Subordinate Class Representative” shall mean the holders of the majority of the class of securities issued
in a Non-Lead Securitization designated as the “controlling class” pursuant to the related Non-Lead Securitization
Servicing Agreement or their duly appointed representative; provided that if 50% or more of the class of securities issued
in any Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the
rights to exercise the rights of the “Non-Controlling Noteholder” is held by the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower, no person shall be entitled to exercise the rights of the related Non-Lead Securitization Subordinate
Class Representative.


 


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


 


“Non-Lead
Servicer” shall mean, in respect of any Non-Lead Securitization Note, the related Non-Lead Master Servicer or related
Non-Lead Special Servicer, as applicable.


 


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


 


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


 


“Nonrecoverable
Servicing Advance” shall have the meaning assigned to the term in the Servicing Agreement or such other analogous term
used in the Servicing Agreement.


 


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


 


“Note
A Holder(s)” shall mean the Noteholder(s) of A Notes.


 


“Note
B” shall mean Note B referenced in the recitals.


 


“Note
Pledgee” shall have the meaning assigned to such term in Section 16(e).


 


“Note
Register” shall have the meaning assigned to such term in Section 18.


 


“Noteholder”
shall mean with respect to any Note, the Initial Noteholder thereof, or any subsequent holder of such Note, together with its
successors and assigns.


 


“Operating
Advisor” shall mean the operating advisor appointed pursuant to the Lead Securitization Servicing Agreement.


 



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“Percentage
Interest” with respect to any Note shall mean a fraction, expressed as a percentage, the numerator of which is the Principal
Balance of such Note and the denominator of which is the sum of the Principal Balances of all 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 or funds with committed capital of at least $500,000,000
and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


“Person”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Pledge”
shall have the meaning assigned to such term in Section 16(e).


 


“Prepayment
Premium” shall mean, with respect to the Mortgage Loan, any prepayment premium, spread maintenance premium, yield maintenance
premium or similar fee required to be paid in connection with a prepayment of the Mortgage Loan pursuant to the Mortgage Loan
Documents, including any exit fee.


 


“Principal
Balance” with respect to any Note as of any date of determination shall mean the initial principal balance set forth
on the Mortgage Loan Schedule, less any payments of principal thereon or reductions in such amount pursuant to Sections 3
or Section 4, as applicable.


 


“Pro
Rata and Pari Passu Basis” shall mean with respect to the A Notes and the Noteholders, the allocation of any particular
payment, collection, cost, expense, liability or other amount among the A Notes or the related Noteholders, as the case may be,
without any priority of any A Note or any such Noteholder over another A Note or Noteholder, as the case may be, and in any event
such that each A Note or such Noteholder, as the case may be, is allocated its respective pro rata portion of such particular
payment, collection, cost, expense, liability or other amount.


 


“Qualified
Institutional Lender” shall mean each of the Initial Noteholders (and any Affiliates and subsidiaries of such entity)
and any other Person that is:


 


(a)       an
entity Controlled (as defined below) by, under common Control with or Controlling any Initial Noteholder, or


 


(b)       one
or more of the following:


 


(i)       a
real estate investment bank, an insurance company, reinsurance trust, 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)


 



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


 


(iii)     a
Qualified Trustee (or in the case of a CDO, a single purpose bankruptcy remote entity which contemporaneously assigns or pledges
its Note, or a participation interest therein (or any portion thereof) to a Qualified Trustee) in connection with (a) a securitization
of, (b) the creation of collateralized debt obligations (“CDO”) secured by, or (c) a financing through an “owner
trust” of, a Note (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
which assigned a rating to one or more classes of securities issued in connection with such securitization (it being understood
that with respect to any Rating Agency that assigned such a rating to the securities issued by such Securitization Vehicle, a
Rating Agency Confirmation will not be required in connection with a transfer of such Note to such Securitization Vehicle); (2)
in the case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle has a Required
Special Servicer Rating or is otherwise acceptable to the Rating Agencies rating each Securitization (such entity, an “Approved
Servicer”) and such Approved Servicer is required to service and administer such Note 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 (v) of this definition, or


 


(iv)    an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $500,000,000, in which (A) the applicable Noteholder, (B) a person that is otherwise a Qualified Institutional Lender
under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities referred to in clause (i)
or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager responsible for
the day-to-day management and operation of such investment vehicle and provided that at least 50% of the equity interests in such
investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Institutional Lenders
(without regard to the capital surplus/equity and total asset requirements set forth below in the definition), or


 


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


 


(vi)    in
the case of any entity referred to in clause (b)(i), (b)(ii), (b)(iii)(a), (b)(iv)(B) or (b)(v) of this definition, (x) such entity
has at least $200,000,000 in capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory
firm, asset manager or similar fiduciary) and at least $500,000,000 in total


 



    15


     


    

 


assets (in name or under management), and (y) is
regularly engaged in the business of making or owning commercial real estate loans (or interests therein) similar to the Mortgage
Loan (or mezzanine loans with respect thereto) or owning junior CMBS securities or owning or operating commercial real estate
properties; provided that, in the case of the entity described in clause (iv) (B) above, the requirements of this clause (y) may
be satisfied by a general partner, managing member, or the fund manager responsible for the day-to-day management and operation
of such entity, or


 


(vii)    a
Person that is otherwise a Qualified Institutional Lender but is acting in an agency capacity for a syndicate of lenders where
at least 51% of the lenders in such syndicate are otherwise Qualified Institutional Lenders under clauses (b)(i), (ii),
(iv), (v) and (vi) above, or


 


(c)       any
entity Controlled (as defined below) by any of the entities described in clause (b) above or approved by the Rating Agencies
hereunder as a Qualified Institutional Lender for purposes of this Agreement, or as to which the Rating Agencies have stated they
would not review such entity in connection with the subject transfer.


 


For
purposes of this definition only, “Control” means the ownership, directly or indirectly, in the aggregate of
more than fifty percent (50%) of the beneficial ownership interests of an entity and the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise
voting power, by contract or otherwise (“Controlled” and “Controlling” have the meaning
correlative thereto).


 


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


 


“Rating
Agencies” shall mean any of (a) S&P, (b) Moody’s, (c) Fitch, (d) DBRS, (e) KBRA and (f) Morningstar or, (g)
if any of such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally
recognized statistical rating agency reasonably designated by the Depositor or a Non-Lead Depositor to rate the securities issued
in connection with the Securitization of any A Note; provided, however, that, at any time during which any A Note is an asset
of one or more Securitizations, “Rating Agencies” or “Rating Agency” shall mean only those rating agencies
that are engaged by the Depositor or such Non-Lead Depositor, as applicable, from time to time to rate the securities issued in
connection with the Securitization of such Note.


 


“Rating
Agency Confirmation” shall mean, after a Securitization, the meaning given thereto or any analogous term in the Servicing
Agreement including any deemed Rating Agency Confirmation.


 



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“Redirection
Notice” shall have the meaning assigned to such term in Section 16(e).


 


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


 


“Relative
Spread” with respect to any Note and any date of determination shall mean the ratio of the Interest Rate of such Note
to the weighted average as of such date of determination (prior to taking into account any payments made on account of principal
as of such date) of the Interest Rates on all the Notes based on their Principal Balances.


 


“REMIC”
shall mean a real estate mortgage investment conduit within the meaning of Section 860D(a) of the Code.


 


“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.


 


“REO
Property” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used
in the 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, either (a) the applicable replacement has
a special servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by
Morningstar, is currently acting as a special servicer on a deal or transaction-level basis for all or a significant portion of
the related mortgage loans in other CMBS transactions rated by any of S&P, Moody’s, Morningstar, Fitch, DBRS or KBRA
and the trustee does not have actual knowledge that Morningstar has, and the replacement special servicer certifies that Morningstar
has not, with respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating or ratings on one or more
classes of such CMBS transaction citing servicing concerns of the applicable replacement as the sole or material factor in such
rating action, (v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the sole or material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination,
and (vi) in the case of DBRS, such special servicer is currently acting as special servicer for one or more loans


 



    17


     


    

 


included in
a commercial mortgage loan securitization that is rated by DBRS, and DBRS has not downgraded or withdrawn the then-current rating
on any class of commercial mortgage-backed securities or placed any class of commercial mortgage-backed securities on watch citing
the continuation of such special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the
ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a
transaction serviced by such special servicer prior to the time of determination.


 


“Reverse
Sequential Order” shall mean (a) first, to the reduction of the Principal Balance of Note B, until the Principal
Balance of Note B is reduced to zero; and (b) second, to the reduction of the Principal Balance of each of the A Notes,
on a Pro Rata and Pari Passu Basis, until the Principal Balance of each such Note is reduced to zero.


 


“Risk
Retention Requirements” shall mean the credit risk retention requirements of Section 15G of the Exchange Act (15 U.S.C.
§78o-11), as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.


 


“Risk
Retention Rules” shall mean the joint final rule that was promulgated to implement the Risk Retention Requirements (which
such joint final rule has been codified, inter alia, at 17 C.F.R. § 246), as such rule may be amended from time to time,
and subject to such clarification and interpretation as have been provided by the Office of the Comptroller of the Currency, the
Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency,
the Commission and the Department of Housing and Urban Development in the adopting release (79 Fed. Reg. 77601 et seq.) or by
the staff of any such agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective
from time to time as of the applicable compliance date specified therein.


 


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


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


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


 


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


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which an A Note is held.


 


“Sequential
Order” shall mean (a) first, to the reduction of the Principal Balance of each of A Note, on a Pro Rata and Pari
Passu Basis, until the Principal Balance of each such Note is reduced to zero; and (b) second, to the reduction of the
Principal Balance of Note B, until the Principal Balance of such Note is reduced to zero.


 



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


 


“Servicing
Advances” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used
in the Servicing Agreement or Non-Lead Securitization Servicing Agreement, as applicable.


 


“Servicing
Agreement” shall mean, with respect to the Mortgage Loan, prior to the Note A-1 Securitization Date, the Interim Servicing
Agreement, and, from and after the Note A-1 Securitization Date, the Lead Securitization Servicing Agreement, together with any
amendment, restatement, supplement, replacement or modification thereto entered into in accordance with the terms hereof or thereof.


 


“Servicing
Fee Rate” shall be the per annum rate at which primary servicing fees are payable in respect of the Mortgage Loan as
set forth in the Servicing Agreement. The Servicing Fee Rate shall not reflect any master servicing fees payable by any Noteholder.


 


“Servicing
Standard” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used
in the Servicing Agreement.


 


“Servicing
Transfer Event” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term
used in the Servicing Agreement.


 


“Special
Servicer” shall mean the special servicer appointed pursuant to the Servicing Agreement and this Agreement.


 


“Special
Servicing Fees” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term
used in the Servicing Agreement.


 


“Specially
Serviced Mortgage Loan” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous
term used in the Servicing Agreement.


 


“Subordinate
Note” shall mean the B Note.


 


“Subordinate
Noteholder(s)” or “Note B Holder(s)” shall mean the Noteholder(s) of the B Note.


 


“Substitute
Servicing Agreement” means a servicing agreement that contains servicing provisions which are the same as or more favorable
to the Non-Lead Noteholders, in substance, to those in the Servicing Agreement (including, without limitation, all applicable
provisions relating to delivery of information and reports necessary for any Non-Lead Securitization to comply with any applicable
reporting requirements under the Securities Exchange Act of 1934, as amended) and all references herein to the “Servicing
Agreement” shall mean such subsequent servicing agreement; provided, however, that if a Non-Lead Securitization Note is
in a Securitization, then a Rating Agency Confirmation shall have been obtained from each Rating Agency with respect to such subsequent
servicing agreement.


 



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“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 mean any sale, assignment, transfer, pledge, syndication, participation, hypothecation, contribution, encumbrance or other
disposition (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement,
excluding a repurchase financing or a Pledge in accordance with Section 16(e)).


 


“Trustee”
shall mean the trustee appointed pursuant to 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 that is eligible to elect to be treated as a U.S. Person).


 


“Withheld
Amounts” shall have the meaning assigned to such term in Section 3.


 


“Workout”
shall mean any written modification, waiver, amendment, restructuring or workout of the Mortgage Loan or the Note entered into
with the Mortgage Loan Borrower in accordance with the Servicing Agreement.


 


“Workout
Fees” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the
Servicing Agreement.


 


Section
2. Servicing.


 


(a)       Each
Noteholder acknowledges and agrees that, subject to this Agreement, the Mortgage Loan shall be serviced pursuant to this Agreement
and the Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal
or interest in respect of the Notes other than for any Note in the Lead Securitization (and a Non-Lead Master Servicer may be
required to advance monthly payments of principal and interest on a Non-Lead Securitization Note pursuant to the terms of the
Non-Lead Securitization Servicing Agreement) if such principal or interest is not paid by the Mortgage Loan Borrower but shall
be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the maintenance of the
Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Servicing
Agreement (including a determination of recoverability thereunder). Each Noteholder acknowledges that each Initial Noteholder
may elect, in its sole discretion, to include the related Note in a Securitization and agrees that it will reasonably cooperate
with such other Noteholder, at such other Noteholder’s expense, to effect such Securitization. Subject to the terms and
conditions of this Agreement, each Noteholder hereby irrevocably and unconditionally consents to the appointment of the Master
Servicer, the


 



    20


     


    

 


Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee under the Servicing
Agreement by the Depositor, and the appointment of the Special Servicer as the initial Special Servicer under the Servicing Agreement
by the Depositor (subject to replacement by the Controlling Noteholder as provided herein) and agrees to reasonably cooperate
with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with this Agreement
and the Servicing Agreement. Each Noteholder hereby appoints the Master Servicer, the Special Servicer and the Trustee in the
Lead Securitization as such Noteholder’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 Servicing Agreement (subject at all times to the rights
of the Noteholders set forth herein and in the Servicing Agreement). In no event shall the Servicing Agreement require any Servicer
to enforce the rights of any Noteholder against any other Noteholder or limit any Servicer in enforcing the rights of one Noteholder
against any other Noteholder; however, this statement shall not be construed to otherwise limit the rights of one Noteholder with
respect to any other Noteholder. Each Servicer shall be required pursuant to the Servicing Agreement to service the Mortgage Loan
in accordance with the Servicing Standard, this Agreement, the terms of the Mortgage Loan Documents, the Servicing Agreement,
any intercreditor agreement and applicable law, and shall not take any action or refrain from taking any action or follow any
direction inconsistent with the foregoing.


 


(b)       Each
Subordinate Noteholder shall only be entitled to exercise any rights of the “directing holder”, controlling or consulting
class, “controlling class representative” or any analogous class or holder of Loan Specific Certificates (as defined
in the Lead Securitization Servicing Agreement) under the Servicing Agreement except to the extent such Subordinate Noteholder
is given such rights expressly under the terms of this Agreement or the Servicing Agreement in its capacity as the Controlling
Noteholder, and in no event may any such “directing holder”, controlling or consulting class or analogous class or
holder of certificates backed solely by A Notes under the Servicing Agreement have any of the rights of the Controlling Noteholder
hereunder except during a Control Appraisal Period.


 


(c)       The
Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent
provided in the Lead Securitization Servicing Agreement) (i) shall be required to make Servicing Advances with respect to the
Mortgage Loan, subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, and (ii) may be required
to make principal and interest Advances on any Note in the Lead Securitization, if and to the extent provided in the Lead Securitization
Servicing Agreement and this Agreement. The Master Servicer or Trustee shall be required to provide written notice to each Non-Lead
Master Servicer and each Non-Lead Trustee of any principal and interest Advance it has made with respect to the Lead Securitization
Note within two (2) Business Days of making such Advance. The Master Servicer, the Special Servicer and the Trustee, as applicable,
will be entitled to reimbursement for a Servicing Advance, first from funds on deposit in each of the Collection Account and the
Companion Distribution Account that (in any case) represent amounts received on or in respect of the Mortgage Loan in the manner
provided in the Lead Securitization Servicing Agreement, and then, in the case of Nonrecoverable Servicing Advances, if such funds
on deposit in the Collection Account and Companion Distribution Account are insufficient, from general collections of the Lead
Securitization as provided in the Lead Securitization Servicing Agreement and from general collections of each Non-Lead Securitization
as provided below. The Master


 



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Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to reimbursement
for Advance Interest Amounts on a Servicing Advance or a Nonrecoverable Servicing Advance, in the manner and from the sources
provided in the Lead Securitization Servicing Agreement, including from general collections of the Lead Securitization and, in
the case of Servicing Advances, from general collections of the Non-Lead Securitization as provided below. Notwithstanding the
foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from general collections
of the Lead Securitization as a reimbursement for a Nonrecoverable Servicing Advance or any Advance Interest Amounts on a Servicing
Advance or a Nonrecoverable Servicing Advance, the Non-Lead Securitization Noteholder (including from general collections or any
other amounts from the Non-Lead Securitization Trust) shall be required to, promptly following notice from the Master Servicer,
reimburse the Lead Securitization for its pro rata share of such Nonrecoverable Servicing Advance or Advance Interest Amounts.
If the Master Servicer determines that a proposed principal and interest Advance with respect to the Lead Securitization Note
or Servicing Advance with respect to the Mortgage Loan, if made, or any outstanding principal and interest Advance or Servicing
Advance previously made, would be, or is, as applicable, a Nonrecoverable Advance (as defined in the Lead Securitization Servicing
Agreement), the Master Servicer shall provide the Non-Lead Master Servicer written notice of such determination promptly after
such determination was made together with such reports that the Master Servicer delivered to the Special Servicer or Trustee in
connection with notification of its determination of nonrecoverability.


 


In
addition, the Non-Lead Securitization Noteholder (including, but not limited to, the Non-Lead Securitization Trust) shall be required
to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization for the
Non-Lead Securitization Noteholder’s pro rata share of any additional trust fund expenses with respect to the Mortgage
Loan or the Mortgaged Property, any other fees, costs or expenses incurred in connection with the servicing and administration
of the Mortgage Loan and allocable to the Note A Holders pursuant to this Agreement and as to which the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Depositor, as applicable, is entitled to be
reimbursed pursuant to the Lead Securitization Servicing Agreement, and any fees, costs or expenses related to obtaining a Rating
Agency Confirmation and allocated to the Note A Holders, in each case to the extent amounts on deposit in the Companion Distribution
Account that are allocated to the Non-Lead Securitization Note are insufficient for reimbursement of such amounts (which such
reimbursement shall be made, if the Non-Lead Securitization Note has been included in a Non-Lead Securitization, from general
collections or any other amounts from such Non-Lead Securitization Trust). The Non-Lead Securitization Noteholder agrees to indemnify
(i) (as and to the same extent the Lead Securitization Trust is required to indemnify each of the Indemnified Parties against
any 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 that are allocated to the Non-Lead Securitization Note are insufficient for reimbursement
of such amounts, the Non-Lead Securitization Noteholder shall be required to, promptly following notice from the Master Servicer,
the Special Servicer or the Trustee, reimburse each of the applicable Indemnified Parties for its pro rata share of the
insufficiency (including, if the Non-Lead Securitization Note has been included in a Non-Lead Securitization, from general collections
or any other amounts from such Non-Lead Securitization Trust).


 



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The
Non-Lead Master Servicer may be required to make principal and interest Advances on a Non-Lead Securitization Note, from time
to time, subject to the terms of the Non-Lead Securitization Servicing Agreement, the Lead Securitization Servicing Agreement
and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to make their
own recoverability determination with respect to a principal and interest Advance to be made on the Lead Securitization Note based
on the information that they have on hand and in accordance with the Lead Securitization Servicing Agreement. The Non-Lead Master
Servicer and the Non-Lead Special Servicer and the Non-Lead Trustee, as applicable, shall be entitled to make their own recoverability
determination with respect to a principal and interest Advance to be made on a Non-Lead Securitization Note based on the information
that they have on hand and in accordance with the Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee,
as applicable, and the Non-Lead Master Servicer or the Non-Lead Trustee shall be required to notify each other servicer and trustee
with respect to a Securitization of the amount of its principal and interest Advance within two (2) Business Days of making such
Advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect to the Lead Securitization Note)
or the Non-Lead Master Servicer, the Non-Lead Special Servicer or the Non-Lead Trustee, as applicable (with respect to a Non-Lead
Securitization Note), determines that a proposed principal and interest Advance, if made, would be non-recoverable or an outstanding
principal and interest 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 Non-Lead Master Servicer or the Non-Lead Trustee (as provided in the Non-Lead Securitization Servicing Agreement, in the case
of a determination of non-recoverability by the Non-Lead Master Servicer, the Non-Lead Special Servicer or the Non-Lead Trustee)
shall notify the Master Servicer and the Trustee, or the Non-Lead Master Servicer and the Non-Lead Trustee, as the case may be,
within two (2) Business Days of making such determination. Each of the Master Servicer, the Trustee, the Non-Lead Master Servicer
and the Non-Lead Trustee, as applicable, will only be entitled to reimbursement for a principal and interest Advance that becomes
non-recoverable and Advance Interest Amounts thereon first from the Collection Account or the Companion Distribution Account from
amounts allocable to the Mortgage Loan for which such principal and interest Advance was made, and then, if funds are insufficient,
(i) in the case of the Lead Securitization Note, from general collections of the Lead Securitization Trust, pursuant to the terms
of the Lead Securitization Servicing Agreement and (ii) in the case of the Non-Lead Securitization Note, from general collections
of the Non-Lead Securitization Trust, as and to the extent provided in the Non-Lead Securitization Servicing Agreement.


 


(d)       At
any time after the Securitization Date that the Lead Securitization Note is no longer subject to the provisions of the Servicing
Agreement, the Lead Securitization Noteholder shall cause the Mortgage Loan to be serviced in accordance with the servicing provisions
set forth in the Servicing Agreement or a Substitute Servicing Agreement as if such agreement was still in full force and effect
with respect to the Mortgage Loan; provided, however, that the Servicer under the Servicing Agreement shall have no further obligations
to advance monthly payments of principal or interest; provided, further, however, that until a replacement servicing agreement
is in place, the actual servicing of the Mortgage Loan may be performed by any nationally recognized


 



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commercial mortgage loan
servicer appointed by Lead Securitization Noteholder and the special servicer appointed by the Controlling Noteholder and does
not have to be performed by the service providers set forth under the Servicing Agreement; provided, further, however, that until
a replacement servicing agreement has been entered into, the 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 Non-Lead Asset Representations Reviewer in connection with such Asset Review
by providing the Non-Lead Asset Representations Reviewer with any documents reasonably requested by the Non-Lead Asset Representations
Reviewer, but only to the extent (x) such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee
or the Custodian, as the case may be, and (y) the Non-Lead Asset Representations Reviewer has not been able to obtain such documents
from the related mortgage loan seller.


 


(e)       Notwithstanding
anything to the contrary contained in this Agreement, any obligation of the Servicer pursuant to the terms hereof shall be performed
by the Master Servicer or the Special Servicer, as applicable, as set forth in the Servicing Agreement.


 


(f)       The
Servicing Agreement shall contain provisions to the effect that:


 


(i)       if
an event of default under the Servicing Agreement has occurred (A) with respect to the Master Servicer under the Servicing Agreement
that affects a Noteholder or any class of commercial mortgage securities backed by a Note, and the Master Servicer is not otherwise
terminated under the Servicing Agreement, then the Non-Lead Securitization Noteholders shall be entitled to direct the Trustee
to appoint a sub-servicer solely with respect to the Mortgage Loan (or if the Mortgage Loan is currently being sub-serviced, to
replace the current sub-servicer, but only if such original sub-servicer is in default under the related sub-servicing agreement);
and (B) the appointment (or replacement) of a sub-servicer with respect to the Mortgage Loan, as contemplated in clause (A) above,
will in any event be subject to written confirmation from each Rating Agency that such appointment would not, in and of itself,
cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the securities issued in connection with
any Securitization;


 


(ii)       any
payments received on the Mortgage Loan shall be paid by the Master Servicer (a) to each of the Noteholders (other than the Non-Lead
Securitization Noteholders) on the “master servicer remittance date” under the Servicing Agreement and (b) by the
earlier of (x) the Master Servicer Remittance Date (as defined in the Lead Securitization Servicing Agreement) and (y) the Business
Day following the “determination date” (or any term substantially similar thereto) as defined in the Non-Lead Securitization
Servicing Agreement, in each case as long as the date on which remittance is required under this clause (viii) is at least
one (1) Business Day after the scheduled monthly payment date under the Mortgage Loan Agreement;


 


(iii)      each
Non-Lead Noteholder shall be entitled to receive, and the Master Servicer and the Special Servicer shall provide access to, any
information relating to the Mortgage Loan, the Mortgage Loan Borrower or the Mortgaged Property as such Non-Lead Noteholder may
reasonably request and would be customarily in the possession of,


 



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or collected or known by, the Master Servicer or the Special
Servicer of mortgage loans similar to the Mortgage Loan and, in any event, all information that is required to be provided to
holders of the securities issued by the Lead Securitization Trust that includes but is not limited to standard CREFC reports and
Asset Status Reports, provided that if an interest in the requesting Noteholder or its related Note is held by the Mortgage Loan
Borrower or a Mortgage Loan Borrower Related Party, then such requesting Noteholder shall not be entitled to receive the Asset
Status Report or any other information relating to the Special Servicer’s workout strategy or any “excluded information”
or analogous term under the Servicing Agreement;


 


(iv)      each
Noteholder is an intended third party beneficiary in respect of the rights afforded it under the Servicing Agreement and may directly
enforce such rights;


 


(v)       the
Servicing Agreement may not be amended without the consent of each Non-Lead Noteholder if such amendment would be materially adverse
to such Non-Lead Noteholder or would materially adversely affect the Mortgage Loan or any Non-Lead Noteholder’s rights with
respect thereto or would alter any term that is defined herein by reference to the Servicing Agreement in a manner that is materially
adverse to a Non-Lead Noteholder;


 


(vi)      the
Special Servicer selected by the Controlling Noteholder shall be named as the Special Servicer for the Mortgage Loan by the earlier
of (x) the closing of the Lead Securitization or (y) the Mortgage Loan becoming a Specially Serviced Mortgage Loan under any other
Servicing Agreement; provided, however, that such Special Servicer has the Required Special Servicer Rating of,
or otherwise be acceptable to, each of the Rating Agencies rating each Securitization;


 


(vii)     any
matter affecting the servicing and administration of the Mortgage Loan that requires delivery of a Rating Agency Confirmation
pursuant to the Servicing Agreement shall also require delivery of a Rating Agency Confirmation for each Non-Lead Securitization
Note and the applicable Rating Agencies.


 


(g)       Each
Non-Lead Securitization Noteholder agrees that, if its 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 Noteholder shall be responsible for its pro rata share of any Servicing Advances (and Advance Interest
Amounts thereon) and any additional trust fund expenses, but only to the extent that they relate to servicing and administration
of the Notes and the Mortgaged Property, including without limitation, any unpaid special servicing fees, liquidation fees and
workout fees relating to the Notes, and that in the event that the funds received with respect to the Notes are insufficient to
cover such Servicing Advances or additional trust fund expenses, (A) the Non-Lead Master Servicer will be required to, promptly
following notice from the Master Servicer or the Special Servicer, pay or reimburse the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, or the Lead Securitization Trust, as applicable, out of general funds in the collection
account (or equivalent account) established under the Non-Lead


 



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Securitization Servicing Agreement for such Non-Lead Securitization
Noteholder’s pro rata share of any such Nonrecoverable Servicing Advances (together with Advance Interest Amounts
thereon) and/or additional trust fund expenses (including compensation due to the Master Servicer and the Special Servicer to
the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property), and (B) if the Servicing
Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee to reimburse itself
from the Lead Securitization Trust’s general account, then the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as applicable, may do so, and the Non-Lead Master Servicer will be required to, promptly following notice from
the Master Servicer, the Special Servicer or the Trustee, reimburse the Lead Securitization Trust out of general funds in the
collection account (or equivalent account) established under the Non-Lead Securitization Servicing Agreement for the Non-Lead
Securitization Noteholder’s pro rata share of any such Nonrecoverable Servicing Advances (together with Advance Interest
Amounts thereon) and/or additional trust fund expenses (including compensation due to the Master Servicer and the Special Servicer
to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property);


 


(ii)       each
of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of
Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any additional trust fund expenses with
respect to the Mortgage Loan) by the Non-Lead Securitization Trust, against any of the Indemnified Items to the extent of its
pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Companion Distribution Account that
are allocated to the Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the Non-Lead Master Servicer
will be required to reimburse each of the applicable Indemnified Parties for the Non-Lead Securitization Note’s pro rata
share of the insufficiency out of general funds in the collection account (or equivalent account) established under the Non-Lead
Securitization Servicing Agreement;


 


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


 



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


 


(h)       Each
Lead Securitization Noteholder shall:


 


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


 


(ii)       send
to each Non-Lead Securitization Noteholder and the parties to the related Non-Lead Securitization Servicing Agreement (that are
not also party to the Lead Securitization Servicing Agreement) (x) on or promptly following the Lead Securitization Date (to the
extent the applicable parties to the related Non-Lead Securitization Servicing Agreement have been engaged by the related Non-Lead
Depositor on or prior to the Lead Securitization Date), a copy (in EDGAR-compatible format) of the execution version of the Lead
Securitization Servicing Agreement, (y) within (1) one Business Day after the date of any re-filing by the Depositor of the Lead
Securitization Servicing Agreement with the Commission to account for any changes thereto (other than a formal amendment thereto
following the Lead Securitization Date), a copy (in EDGAR-compatible format) of the re-filed Lead Securitization Servicing Agreement,
and (z) promptly following distribution thereof to the parties to the Lead Securitization Servicing Agreement, any changes made
by the Depositor to the Lead Securitization Servicing Agreement (other than a formal amendment thereto following the Lead Securitization
Date).


 


(i)       The
Servicing Agreement shall provide that compensating interest payments as defined therein with respect to any A Notes will be allocated
by the Master Servicer between the A Notes, pro rata, in accordance with their respective Principal Balances. The Master
Servicer shall remit any compensating interest payment in respect of and Non-Lead Securitization Note to the applicable Non-Lead
Securitization Noteholder.


 


(j)       In
the event any filing is required to be made by any Non-Lead Depositor under the related Servicing Agreement in order to comply
with the Non-Lead Depositor’s requirements under the Securities Exchange Act of 1934, as amended, the related Lead Securitization
Noteholder (including the Depositor and Trustee) shall use commercially reasonable efforts to timely comply with any such filing.


 


(k)      If
a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with such Non-Lead
Asset Representations Reviewer in connection with such Asset Review by providing such Non-Lead Asset Representations Reviewer
with any documents reasonably requested by such Non-Lead Asset Representations Reviewer, but only to the extent that such documents
are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, and are
not in the possession of the Non-Lead Asset Representations Reviewer (and the Non-Lead Asset Representations Reviewer has informed
such party that it has first requested, and


  



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not received, the documents from the master servicer, special servicer and custodian
for the applicable Non-Lead Securitization).


 


Section
3. Subordination of the Subordinate Note; Payments. The Subordinate Note and the rights of the Subordinate Noteholder
to receive payments of interest, principal and other amounts with respect to such Subordinate Note shall at all times be junior,
subject and subordinate to the A Notes and the Note A Holders to receive payments of interest, principal and other amounts with
respect to such A Notes as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment
on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof,
whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter
of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds,
awards or settlements that are required 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, to the extent permitted by the REMIC Provisions),
but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance
with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries
in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts
that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator
fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Note A Holders
to such parties out of distributions made to them in respect of such A Note, respectively), with respect to the Mortgage Loan
pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”),
shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made
at such times as are set forth in the Servicing Agreement):


 


(a)       first,
on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Principal
Balance for each A Note at the applicable Net Interest Rate;


 


(b)       second,
on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount
equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan,
until such Principal Balance for each A Note has been reduced to zero;


 


(c)       third,
on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such
Note A Holder including any unreimbursed trust fund expenses not previously reimbursed to such Note A Holder (or paid or advanced
by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement
or the Servicing Agreement;


 


(d)       fourth,
on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to
each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied
by its Relative Spread;


 



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(e)       fifth,
to the Note B Holder in an amount equal to the accrued and unpaid interest on the Principal Balance for Note B at the applicable
Net Interest Rate;


 


(f)       sixth,
to the Note B Holder in an amount equal to all remaining principal payments received, if any, with respect to such Monthly Payment
Date with respect to the Mortgage Loan, until the Principal Balance for Note B has been reduced to zero;


 


(g)       seventh,
any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Note B Holder in an amount up to
its pro rata interest therein, based on the product of the Note B Percentage Interest multiplied by its Relative Spread;


 


(h)      eighth,
if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required
to be applied in accordance with the foregoing clauses (a)-(g) and, as a result of a Workout the Principal Balance for Note B
has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the reduction, if any, of the Principal
Balance for Note B as a result of such Workout, plus interest on such amount at the related Net Interest Rate;


 


(i)        ninth,
to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied
under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any
Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to
the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be
paid to each Note A Holder and the Note B Holder, pro rata, based on their respective Percentage Interests; and


 


(j)       tenth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (a)-(i), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance
with their respective initial Percentage Interests.


 


All
expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal
and interest, Servicing Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal
Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including
reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential
Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.


 


Section
4. Administration of the Mortgage Loan.


 


(a)       Subject
to this Agreement (including, without limitation, Section 4(f) below) and the Servicing Agreement and consistent with the
Servicing Standard, the Lead Securitization Noteholder (or any Servicer acting on behalf of the Lead Securitization Noteholder)
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


 



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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 other
Noteholder shall have any voting, consent or other rights whatsoever with respect to the Lead Securitization Noteholder’s
administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan except as set forth in this Agreement
and the Servicing Agreement including the rights of a Subordinate Noteholder in its capacity as the Controlling Noteholder to
consent to the Major Decisions set forth in this Agreement. Subject to this Agreement and the Servicing Agreement (including,
without limitation, Section 4(f) below) and consistent with the Servicing Standard, each Non-Lead Securitization Noteholder
and the Subordinate Noteholder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys
to the Lead Securitization Noteholder (or any Servicer acting on behalf of the Lead Securitization Noteholder) the rights, if
any, that such Non-Lead Securitization Noteholder or Subordinate Noteholder, as applicable, has to, (i) call or cause the Lead
Securitization Noteholder 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 Noteholder
to file any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization Noteholder (or any Servicer acting
on behalf of the Lead Securitization Noteholder) shall not have any fiduciary duty to any Non-Lead Noteholder in connection with
the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Noteholder from the obligation
to make any disbursement of funds as set forth herein).


 


Upon
the Mortgage Loan becoming a Defaulted Mortgage Loan, each Non-Lead Noteholder hereby acknowledges the right and obligation of
the Lead Securitization Noteholder (or the Special Servicer acting on behalf of the Lead Securitization Noteholder) to sell each
Non-Lead Note together with the Lead Securitization Note as notes evidencing one whole loan in accordance with the terms of the
Servicing Agreement. In connection with any such sale, the Special Servicer shall be required to sell each Non-Lead Note together
with the Lead Securitization Note in the manner set forth in the Servicing Agreement and shall be required to require that all
offers be submitted to the Trustee in writing and be accompanied by a refundable deposit of cash in an amount equal to 5% of the
offer amount (subject to a cap of $2,500,000). Whether any cash offer constitutes a fair price for such Notes shall be determined
by the Trustee; provided, that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest
offer received and (ii) at least two bona fide other offers are received from independent third parties. In determining whether
any offer received represents a fair price for such Notes, the Trustee shall be supplied with and shall rely on the most recent
Appraisal or updated Appraisal conducted in accordance with the Servicing Agreement within the preceding nine (9) month period
or, in the absence of any such Appraisal, on a new Appraisal. The Trustee shall select the Appraiser conducting any such new Appraisal.
In determining whether any such offer constitutes a fair price for such Notes, the Trustee shall instruct the Appraiser to take
into account (in addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to the Servicing
Agreement), as applicable, among other factors, the period and amount of any delinquency on the affected Notes, the occupancy
level and physical condition of the related Mortgaged Property and the state of the local economy. The Trustee may conclusively
rely on the opinion of an Independent Appraiser or other Independent expert in real estate matters retained by the Trustee at
the expense of the Noteholders in connection with making such determination. Notwithstanding the foregoing, the Lead Securitization
Noteholder (or the Special Servicer acting on behalf of the


 



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


 


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


 


The
authority and obligation of the Lead Securitization Noteholder to sell each Non-Lead Note, and the obligations of each Non-Lead
Noteholder to execute and deliver instruments or deliver its Non-Lead Note upon request of the Lead Securitization Noteholder,
shall terminate and cease to be of any further force or effect upon the date, if any, upon which no Note is held in a Securitization.
The preceding sentence shall not be construed to grant to any Non-Lead Noteholder the benefit of any representation or warranty
made by such seller or any document delivery obligation imposed on such seller under any mortgage loan purchase and sale agreement,
instrument of transfer or other document or instrument that may be executed or delivered by such seller in connection with the
Lead Securitization.


 


(b)       The
administration of the Mortgage Loan shall be governed by this Agreement and the Servicing Agreement. Each Noteholder agrees to
be bound by the terms of the Servicing Agreement. The Lead Securitization Noteholder (or the Servicer on its behalf) shall service
the


 



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Mortgage Loan in accordance with the terms of this Agreement, including without limitation, the rights of the Subordinate
Noteholder set forth in Section 4(f) below and consistent with the Servicing Standard. Servicing of the Mortgage Loan shall
be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan, by the Special Servicer,
in each case pursuant to the Servicing Agreement and consistent with the Servicing Standard. Notwithstanding anything to the contrary
contained herein, in accordance with the Servicing Agreement, the Lead Securitization Noteholder shall cause the Master Servicer
and the Special Servicer to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account
the interests of each of the Noteholders as a collective whole (it being understood that the interests of the Subordinate Noteholder
is subordinate to the interests of the Note A Holders subject to the terms and conditions of this Agreement, including without
limitation the rights of the Controlling Noteholder), and any Subordinate Noteholder who is not the Mortgage Loan Borrower or
a Mortgage Loan Borrower Related Party shall be deemed a third party beneficiary of such provisions of the Servicing Agreement.
The foregoing provisions of this Section 4(b) shall not limit or modify the rights of the Controlling Noteholder and/or
the Junior Operating Advisor to exercise their respective rights specifically set forth under this Agreement.


 


(c)       Notwithstanding
anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement and this Agreement
(including, without limitation, Sections 4(f) and 5), if the Lead Securitization Noteholder in connection with a
Workout of the Mortgage Loan modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage Loan is decreased,
(ii) the Interest Rate or scheduled amortization payments on such Mortgage Loan are reduced, (iii) payments of interest or principal
on such Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment (other than an increase in the Interest Rate
or increase in scheduled amortization payments) is made to any of the terms of the Mortgage Loan, all payments to the Note A Holders
and Subordinate Noteholder pursuant to Section 3 shall be made as though such Workout did not occur, with the payment terms
of each Note A remaining the same as they are on the date hereof, the full economic effect of all waivers, reductions or deferrals
of amounts due on the Mortgage Loan attributable to such Workout shall be borne by the Subordinate Noteholder, and then,
by the Note A Holders (pro rata based on the Principal Balances of their respective Notes), in that order, in each case
up to the amount otherwise due on such Note(s). Subject to the Servicing Agreement and this Agreement (including without limitation
Sections 4(f) and 5), in the case of any modification or amendment described above, the Lead Securitization Noteholder
will have the sole authority and ability to revise the payment provisions set forth in Section 3 above in a manner that
reflects the subordination of the B Notes to the A Notes with respect to the loss that is the result of such amendment or modification,
including: (i) the ability to increase the Percentage Interest of an A Note, to increase or reduce, as applicable, the Percentage
Interest of a B Note in a manner that reflects a loss in principal as a result of such amendment or modification and (ii) the
ability to change the Interest Rate applicable to a Note in order to reflect a reduction in the Interest Rate of the Mortgage
Loan but shall not be permitted to change the order of the clauses set forth in Section 3 hereof. Notwithstanding the foregoing,
if any Workout, modification or amendment of the Mortgage Loan extends the original maturity date of the Mortgage Loan, for purposes
of this paragraph, the Balloon Payment will be deemed not to be due on the original maturity date of the Mortgage Loan but will
be deemed due on the extended maturity date of the Mortgage Loan.


 



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(d)       All
rights and obligations of the Lead Securitization Noteholder described hereunder may be exercised by the Servicers on behalf of
the Lead Securitization Noteholder in accordance with the Servicing Agreement and this Agreement. Each Non-Lead Noteholder shall
be provided access to any website that an investor would be permitted to access in accordance with the procedures set forth in
the Servicing Agreement, it being understood and agreed that each Non-Lead Noteholder is subject to any restrictions on the access
to such websites contained in the Servicing Agreement.


 


(e)       If
any Note is included as an asset of a REMIC, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage
Loan shall be administered such that the Notes shall each 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 Noteholders 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 interests
of the Noteholders 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 Noteholders
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 months after the earliest startup day of any REMIC which includes the Lead Securitization Note (or any portion thereof).
The Noteholders agree that the provisions of this Section 4(e) shall be effected by compliance by the Lead Securitization
Noteholder or its assignees with this Agreement or the Servicing Agreement or any other agreement which governs the administration
of the Mortgage Loan or the Lead Securitization Noteholder’s interests therein. All costs and expenses of compliance with
this Section 4(e), to the extent that such costs and expenses relate to administration of a REMIC or to any determination
respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense,
shall be borne by each Noteholder with respect to the REMIC containing the Note owned by such Noteholder.


 


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


 


(f) (i) Subject
to clauses (ii) or (iii) below, with respect to any consent, modification, amendment or waiver under or other action in respect
of the Mortgage Loan (whether or not a Servicing Transfer Event has occurred and is continuing) that would constitute a Major
Decision, the Servicer shall provide the Controlling Noteholder (or its Junior Operating Advisor)


 



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with at least ten (10) Business
Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) prior notice requesting consent to the requested
Major Decision. The Servicer shall not take any action with respect to such Major Decision (or make a determination not to take
action with respect to such Major Decision), unless and until the Special Servicer receives the written consent of the Controlling
Noteholder (or its Junior Operating Advisor) before implementing a decision with respect to such Major Decision.


 


(ii)       If
the Lead Securitization Noteholder (or the Servicer acting on its behalf) has not received a response from the Controlling Noteholder
(or its Junior Operating Advisor) with respect to such Major Decision within five (5) Business Days after delivery of the notice
of a Major Decision, the Lead Securitization Noteholder (or the Special Servicer acting on its behalf) shall deliver an additional
copy of the notice of a Major Decision in all caps bold 14-point font: “THIS IS A SECOND NOTICE. FAILURE TO RESPOND WITHIN
FIVE (5) BUSINESS DAYS OF THIS SECOND NOTICE WILL RESULT IN A LOSS OF YOUR RIGHT TO CONSENT WITH RESPECT TO THIS DECISION.”
and if the Controlling Noteholder (or its Junior Operating Advisor) fails to respond to the Lead Securitization Noteholder (or
the Special Servicer acting on its behalf) with respect to any such proposed action within five (5) Business Days after receipt
of such second notice, the Controlling Noteholder (or its Junior Operating Advisor), as applicable, shall have no further consent
rights with respect to the specific action set forth in such notice. Notwithstanding the foregoing, or if a failure to take any
such action at such time would be inconsistent with the Servicing Standard, the Servicer may take actions with respect to such
Mortgaged Property before obtaining the consent of the Controlling Noteholder (or its Junior Operating Advisor) if the Servicer
reasonably determines in accordance with the Servicing Standard that failure to take such actions prior to such consent would
materially and adversely affect the interest of the Noteholders as a collective whole, and the Servicer has made a reasonable
effort to contact the Controlling Noteholder. The foregoing shall not relieve the Lead Securitization Noteholder (or a Servicer
acting on its behalf) of its duties to comply with the Servicing Standard.


 


(iii)       Notwithstanding
the foregoing, the Lead Securitization Noteholder (or any Servicer acting on its behalf) shall not follow any advice or consultation
provided by the Controlling Noteholder (or its Junior Operating Advisor) that would require or cause the Lead Securitization Noteholder
(or any Servicer acting on its behalf) to violate any applicable law, including the REMIC Provisions, be inconsistent with the
Servicing Standard, require or cause the Lead Securitization Noteholder (or any Servicer acting on its behalf) to violate provisions
of this Agreement or the Servicing Agreement, require or cause the Lead Securitization Noteholder (or any Servicer acting on its
behalf) to violate the terms of the Mortgage Loan, or materially expand the scope of any Lead Securitization Noteholder’s
(or any Servicer acting on its behalf) responsibilities under this Agreement or the Servicing Agreement.


 


The
Special Servicer shall be required to provide copies to each Non-Controlling Noteholder of any notice, information and report
that is required to be provided to the Controlling Noteholder pursuant to the Servicing Agreement with respect to any Major Decisions,
or the implementation of any recommended actions outlined in an Asset Status Report, within the same time frame such notice, information
and report is required to be provided to the Controlling Noteholder, and at any time the Controlling Noteholder is the Lead Securitization
Noteholder, the Special Servicer shall be required to consult with each Non-Lead Securitization Noteholder on a


 



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strictly non-binding
basis, to the extent having received such notices, information and reports, any Non-Lead Securitization Noteholder requests consultation
with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report,
and consider alternative actions recommended by such Non-Lead Securitization Noteholder; provided that after the expiration
of a period of ten (10) Business Days from the delivery to any Non-Controlling Securitization Noteholder by the Special Servicer
of written notice of a proposed action, together with copies of the notice, information and reports, the Special Servicer shall
no longer be obligated to consult with such Non-Lead Securitization Noteholders, whether or not such Non-Lead Securitization Noteholders
have responded within such ten (10) Business Day period.


 


The
Noteholders acknowledge that the Lead Securitization Servicing Agreement may contain certain provisions that give the Operating
Advisor certain non-binding consultation rights with respect to Major Decisions related to compliance with the Risk Retention
Rules applicable to the Lead Securitization.


 


(g)       The
Master Servicer or Special Servicer shall obtain Appraisals that meet the requirements of, and at the times required pursuant
to, the terms of the Servicing Agreement.


 


(h)       Notwithstanding
anything to the contrary contained herein or in the Servicing Agreement, if at any time the Mortgage Loan Borrower or a Mortgage
Loan Borrower Related Party is a Noteholder (a “Borrower Party Noteholder”), then (i) such Borrower Party Noteholder
shall not have any rights as a Controlling Noteholder or a Controlling Class Representative, (ii) such Borrower Party Noteholder
shall have no right to appoint or terminate the Master Servicer or Special Servicer, (iii) such Borrower Party Noteholder shall
have no right to consult with or advise the Master Servicer or Special Servicer, and shall have no right to review and approve
or comment on any Asset Status Report and (iv) in each and every instance where, pursuant to this Agreement or the Servicing Agreement,
the Master Servicer or Special Servicer must take into account the interests of each Noteholder (or words of similar import),
such consideration shall be given to the Borrower Party Noteholder only in its capacity as a holder of the applicable Note.


 


Section
5. Appointment of Junior Operating Advisor.


 


(a)       The
Controlling Noteholder shall have the right at any time to appoint a controlling noteholder representative to exercise its rights
hereunder (the “Junior Operating Advisor”). The Controlling Noteholder shall have the right in its sole discretion
at any time and from time to time to remove and replace the Junior Operating Advisor. When exercising its various rights under
Section 4 and elsewhere in this Agreement, the Controlling Noteholder may, at its option, in each case, act through the
Junior Operating Advisor. The Junior Operating Advisor may be any Person (other than the Mortgage Loan Borrower, its principal
or any Affiliate of the Mortgage Loan Borrower), including, without limitation, the Controlling Noteholder, any officer or employee
of the Controlling Noteholder, any Affiliate of the Controlling Noteholder or any other unrelated third party. No such Junior
Operating Advisor shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Noteholder). All
actions that are permitted to be taken by the Controlling Noteholder under this Agreement may be taken by the Junior Operating
Advisor acting on behalf of the Controlling Noteholder and other Noteholders (and any Servicer) will accept such actions of the
Junior Operating Advisor as actions of the Controlling Noteholder. The Lead Securitization Noteholder (or any Servicer on its
behalf) shall


 



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not be required to recognize any Person as a Junior Operating Advisor until the Controlling Noteholder has notified
the Lead Securitization Noteholder (and any Servicer) of such appointment and, if the Junior Operating Advisor is not the same
Person as the Controlling Noteholder, the Junior Operating Advisor provides the Lead Securitization Noteholder (and any Servicer)
with written confirmation of its acceptance of such appointment, an address, any fax number and any email address 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, telephone numbers, any fax numbers and any email addresses). The Controlling
Noteholder shall promptly deliver such information to any Servicer. None of the Servicers, Operating Advisor and Trustee shall
be required to recognize any person as a Junior Operating Advisor until they receive such information from the Controlling Noteholder.
The Controlling Noteholder agrees to inform each such Servicer or Trustee of the then-current Junior Operating Advisor.


 


(b)       Neither
the Junior Operating Advisor nor the Controlling Noteholder will have any liability to any other Noteholder or any other Person
for any action taken, or for refraining from the taking of any action pursuant to this Agreement or the Servicing Agreement, or
for errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross
negligence. The Noteholders agree that the Junior Operating Advisor and the Controlling Noteholder may take or refrain from taking
actions that favor the interests of one Noteholder over any other Noteholder, and that the Junior Operating Advisor may have special
relationships and interests that conflict with the interests of a Noteholder and, absent willful misfeasance, bad faith or gross
negligence on the part of the Junior Operating Advisor or such Controlling Noteholder, as the case may be, agree to take no action
against the Junior Operating Advisor, such Controlling Noteholder or any of their respective officers, directors, employees, principals
or agents as a result of such special relationships or interests, and that neither the Junior Operating Advisor nor such Controlling
Noteholder 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 solely in
the interests of any Noteholder.


 


(c)       If
the Lead Securitization Noteholder is the Controlling Noteholder, the Subordinate Noteholder acknowledge and agree all of the
aforementioned rights and obligations of the Controlling Noteholder and the Junior Operating Advisor set forth in Sections
4(f) and this Section 5 shall be exercisable by the Lead Securitization Noteholder (or the applicable Person specified
in the Servicing Agreement) to the extent set forth in the Servicing Agreement.


 


Section
6. Special Servicer. The Controlling Noteholder (or its Junior Operating Advisor), at its expense (including, without
limitation, the reasonable costs and expenses of counsel to any third parties and costs and expenses of the terminated Special
Servicer), shall have the right, at any time from time to time, to appoint a replacement Special Servicer with respect to the
Mortgage Loan. The Controlling Noteholder (or its Junior Operating Advisor) shall be entitled to terminate the rights and obligations
of the Special Servicer under the Servicing Agreement, with or without cause, upon at least ten (10) Business Days’ prior
written notice to the Special Servicer (provided, however, that the Controlling Noteholder and/or Junior Operating Advisor shall
not be liable for any termination or similar fee in connection with the removal of the Special Servicer in accordance with this
Section 6); such termination not be effective unless and


 



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until (A) each Rating Agency delivers a Rating Agency Confirmation
(to the extent any portion of the Mortgage Loan has been securitized); (B) the initial or successor Special Servicer has assumed
in writing (from and after the date such successor Special Servicer becomes the Special Servicer) all of the responsibilities,
duties and liabilities of the Special Servicer under the Servicing Agreement from and after the date it becomes the Special Servicer
as they relate to the Mortgage Loan pursuant to an assumption agreement reasonably satisfactory to the Trustee; and (C) the Trustee
shall have received an opinion of counsel reasonably satisfactory to the Trustee to the effect that (x) the designation of such
replacement to serve as Special Servicer is in compliance with the Servicing Agreement, (y) such replacement will be bound by
the terms of the Servicing Agreement with respect to such Mortgage Loan and (z) subject to customary qualifications and exceptions,
the applicable Servicing Agreement will be enforceable against such replacement in accordance with its terms. The Lead Securitization
Noteholder shall promptly provide copies to any terminated Special Servicer of the documents referred to in the preceding sentence.
The Lead Securitization Noteholder will reasonably cooperate with the Controlling Noteholder in order to satisfy the foregoing
conditions, including the Rating Agency Confirmation.


 


The
Controlling Noteholder agrees and acknowledges that the Lead Securitization Servicing Agreement may contain provisions such that
any Special Servicer could be terminated under the Lead Securitization Servicing Agreement based on a recommendation by the Operating
Advisor if (A) the Operating Advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer
has failed to comply with the Servicing Standard and (2) a replacement of the Special Servicer would be in the best interest of
the holders of securities issued under the Lead Securitization Servicing Agreement (as a collective whole) and (B) an affirmative
vote of requisite certificateholders is obtained. The Controlling Noteholder will retain its right to remove and replace the Special
Servicer, but the Controlling Noteholder may not restore a Special Servicer that has been removed in accordance with the preceding
sentence.


 


Section
7. Payment Procedure.


 


(a)       The
Lead Securitization Noteholder (or the Servicer on its behalf), in accordance with the priorities set forth in Section 3
and subject to the terms of the Servicing Agreement, will deposit or cause to be deposited all payments allocable to the Notes
to the Collection Account or Companion Distribution Account for the Notes established pursuant to the Servicing Agreement. The
Lead Securitization Noteholder (or the Servicer on its behalf) shall establish a segregated sub-account for amounts due to the
each Noteholder. The Lead Securitization Noteholder (or the Servicer acting on its behalf) shall deposit such amounts to the applicable
account within two (2) Business Days following the Lead Securitization Noteholder’s (or the Servicer’s acting on its
behalf) receipt of properly identified and available funds from or on behalf of the Mortgage Loan Borrower.


 


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


 



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Securitization Noteholder (or the Servicer on its behalf) repay to the Lead Securitization Noteholder (or the Servicer
on its behalf) any portion thereof that the Lead Securitization Noteholder (or the Servicer on its behalf) shall have theretofore
distributed to such Noteholder, together with interest thereon at such rate, if any, as the Lead Securitization Noteholder shall
have been required to pay to the Mortgage Loan Borrower, the Master Servicer, Special Servicer, any other Noteholder or such other
Person with respect thereto.


 


(c)       If,
for any reason, the Lead Securitization Noteholder (or the Servicer on its behalf) makes any payment to any other Noteholder before
the Lead Securitization Noteholder (or the Servicer on its behalf) has received the corresponding payment (it being understood
that the Lead Securitization Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization
Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within three (3) Business Days of its payment
to such other Noteholder, then such other Noteholder will, at the Lead Securitization Noteholder’s (or the Servicer’s
on its behalf) request, promptly return that payment to the Lead Securitization Noteholder (or the Servicer on its behalf).


 


(d)       Each
Noteholder 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 will promptly remit such excess to the Lead Securitization Noteholder (or the
Servicer on its behalf) subject to this Agreement and the Servicing Agreement and to be distributed pursuant to the terms of this
Agreement. The Lead Securitization Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder
from any other Noteholder, as applicable, with respect to the Mortgage Loan against any future payments due to such other Noteholder,
as applicable, under the Mortgage Loan, provided, that each Noteholder’s obligations under this Section 7
are separate and distinct obligations from one another and in no event shall the Lead Securitization Noteholder (or the Servicer
on its behalf) enforce the obligations of one Noteholder against another Noteholder. Each Noteholder’s obligations under
this Section 7 constitute absolute, unconditional and continuing obligations.


 


Section
8. Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf,
but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing
Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due
to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder.


 


The
Subordinate Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization
Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization
Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may
have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder
and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder
in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder
to exercise such rights other than as


 



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described above; provided, however, that such Servicer must act in accordance
with the Servicing Standard.


 


The
Subordinate Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of any Non-Lead Securitization
Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Servicing Standard (as if
such standard was applicable to any Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead
Securitization Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Non-Lead Securitization
Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such
Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability
whatsoever to such Subordinate Noteholder in connection with any Non-Lead Securitization Noteholder’s exercise of rights
or any omission by a Non-Lead Securitization Noteholder to exercise such rights other than as described above; provided,
however, that the Non-Lead Servicer must act in accordance with the servicing standard under the Non-Lead Securitization
Servicing Agreement.


 


Each
Noteholder acknowledges that, subject to the terms and conditions hereof, any other Noteholder may exercise, or omit to exercise,
any rights that such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the
interests of each other Noteholder and that such Noteholder shall have no liability whatsoever to any other Noteholder in connection
with such Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however,
that such Noteholder shall not be protected against any liability to any other Noteholder that would otherwise be imposed by reason
of willful misfeasance, bad faith or negligence.


 


Section
9. Bankruptcy. Subject to the provisions of Section 4(f) hereof and the Servicing Standard, each Noteholder hereby
covenants and agrees that only the Lead Securitization Noteholder (or the Servicer on its behalf) 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. Subject to the provisions of Section 4(f) hereof and the Servicing Standard, each Noteholder
further agrees that only the Lead Securitization Noteholder, as a creditor, 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. Subject to the provisions of Section
4(f), the Noteholders hereby appoint the Lead Securitization Noteholder as their agent, and grant to the Lead Securitization
Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all
rights and taking any and all actions available to the Subordinate Noteholder and the Controlling Noteholder 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


 



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terminate the
automatic stay with respect to the Mortgage Loan. The Noteholders, hereby agree that, upon the request of the Lead Securitization
Noteholder but subject to the provisions of Section 4(f), each other Noteholder shall execute, acknowledge and deliver
to the Lead Securitization Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization
Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken
by any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.


 


Section
10. Representations of the Subordinate Noteholder. The Subordinate Noteholder represents, solely as to itself and
its Subordinate Note, and it is specifically understood and agreed, that it is acquiring such Note for its own account in the
ordinary course of its business and none of the other Noteholders shall have any liability or responsibility to such Subordinate
Noteholder except (i) as expressly provided herein or (ii) for actions that are taken or omitted to be taken by such other Noteholder
that constitute gross negligence or willful misconduct or that constitute a breach of this Agreement. The Subordinate Noteholder
represents and warrants solely as to itself 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 its charter or any law or contractual
restriction binding upon such Subordinate Noteholder, and that this Agreement is the legal, valid and binding obligation of such
Subordinate Noteholder enforceable against such Subordinate Noteholder 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. The Subordinate Noteholder represents and warrants solely as to itself that it is duly organized,
validly existing, in good standing and possesses of all licenses and authorizations necessary to perform its obligations hereunder.
The Subordinate Noteholder represents and warrants as to itself that (a) this Agreement has been duly executed and delivered by
such Subordinate Noteholder, (b) to such Subordinate Noteholder’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 Subordinate Noteholder have been obtained or made and (c) to such Subordinate Noteholder’s actual
knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation against such Subordinate
Noteholder, an adverse outcome of which would materially and adversely affect its performance under this Agreement.


 


The
Subordinate Noteholder acknowledges that no other Noteholder owes such Subordinate Noteholder any fiduciary duty with respect
to any action taken under the Mortgage Loan Documents and, except as provided herein, need not consult with such Subordinate Noteholder
with respect to any action taken by such other Noteholder, as applicable, in connection with the Mortgage Loan.


 


The
Subordinate Noteholder expressly and irrevocably waives for itself and any Person claiming through or under such Subordinate Noteholder
any and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions
of any similar law which purports to give a junior loan noteholder the right to initiate any loan enforcement or foreclosure proceedings.


 



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Section
11. Representations of each Initial Noteholder. Each Initial Noteholder 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 Noteholder’s charter or any law or contractual restriction binding upon such Noteholder and
that this Agreement is the legal, valid and binding obligation of such Noteholder as applicable enforceable against it in accordance
with its terms. Each Initial Noteholder represents and warrants that it is duly organized, validly existing, in good standing
and possession of all licenses and authorizations necessary to carry on its respective business. Each Initial Noteholder represents
and warrants that (a) this Agreement has been duly executed and delivered by such Noteholder, (b) to such Noteholder’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 Noteholder have been obtained or made and
(c) to such Noteholder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation
against such Noteholder, an adverse outcome of which would materially and adversely affect its performance under this Agreement.


 


Each
Initial Noteholder acknowledges that no other Noteholder owes such Noteholder any fiduciary duty with respect to any action taken
under the Mortgage Loan Documents and, except as provided herein or in the Servicing Agreement, need not consult with such Noteholder
with respect to any action taken by such Noteholder in connection with the Mortgage Loan.


 


Section
12. Independent Analysis of the Subordinate Noteholder. The Subordinate Noteholder acknowledges that it has, independently
and without reliance upon any Initial Noteholder, except with respect to the representations and warranties provided by an Initial
Noteholder herein and in any documents or instruments executed and delivered by the such Initial Noteholder in connection herewith
(including the representations and warranties provided in the agreement pursuant to which it acquired its Subordinate Note), and
based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase such
Subordinate Note and such Subordinate Noteholder accepts responsibility therefor. The Subordinate Noteholder hereby acknowledges
that, other than the representations and warranties provided herein and in such other documents or instruments, no Initial Noteholder
has made any representations or warranties with respect to the Mortgage Loan, subject to such representations and warranties as
provided by such Initial Noteholder herein and in such other documents and instruments, and that no Initial Noteholder shall have
any responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of
the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to an Initial
Noteholder in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien
created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. The Subordinate
Noteholder assumes all risk of loss in connection with its Note except as specifically set forth herein.


 


Section
13. No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken
pursuant hereto shall be deemed to constitute the relationship created hereby between or among any of the Noteholders as a partnership,
association, joint venture or other entity. None of the Noteholders shall have any obligation whatsoever to offer to any other
Noteholder the opportunity to purchase a Note interest in any future loans


 



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originated by such Noteholder or its Affiliates, and
if such Noteholder chooses to offer to any other Noteholder the opportunity to purchase a Note interest in any future mortgage
loans originated by the such Noteholder or their respective Affiliates, such offer shall be at such purchase price and interest
rate as the offering Noteholder chooses, in its sole and absolute discretion. No Noteholder shall have any obligation whatsoever
to purchase from any other Noteholder an interest in any future loans originated by such Noteholder or their respective Affiliates.


 


Section
14. Not a Security. No Subordinate Note shall be deemed to be a security within the meaning of the Securities Act of
1933 or the Securities Exchange Act of 1934.


 


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


 


Section
16. Sale of the Notes.


 


(a)       The
Subordinate Noteholder agrees that it will not Transfer all or any portion of its Note except in accordance with this Section
16. The Subordinate Noteholder shall have the right, without the need to obtain the consent of any other Noteholder or any
other Person, to Transfer 49% or less (in the aggregate) of its interest in its Note to any Person, provided that any such Transfer
shall be made in accordance with the terms of this Section 16. The Subordinate Noteholder shall have the right to Transfer
its entire Note or any portion thereof exceeding 49%, (i) to a Qualified Institutional Lender, provided, that promptly after the
Transfer each Note A Holder is provided with (x) a representation from a transferee or such Subordinate Noteholder certifying
that such transferee is a Qualified Institutional Lender, and (y) a copy of the assignment and assumption agreement referred to
in Section 17 and provided further, that such transfer would not cause such Note to be held by more than five persons nor
cause there to be no one person owning a majority of such Note and (ii) to an entity that is not a Qualified Institutional Lender,
provided that with respect to this clause (ii), such Subordinate Noteholder obtains (1) prior to the Lead Securitization Date,
the consent of the Lead Securitization Noteholder and each other Note A Holder, each such consent not to be unreasonably withheld,
conditioned or delayed, and (2) after the Lead Securitization Date, Rating Agency Confirmation (and for avoidance of doubt, no
consent of the Lead Securitization Noteholder or other Note A Holder shall be required after the closing of the Lead Securitization);
provided that in each of case (1) and (2), (x) promptly after the Transfer each Note A Holder is provided with a copy of
the assignment and assumption agreement referred to in Section 17 and (y) such transfer would not cause the subject Note
to be held by more than five persons; and provided further, however, that if such transfer would cause there to be no one
person owning a majority of the subject Note, then such transfer will not be permitted unless


 



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persons owning a majority of the
subject Note designate one of such persons to act on behalf of such persons owning such majority. If the subject Note is held
by more than one Noteholder at any time, the Majority B Noteholder shall immediately appoint a representative to exercise all
rights of such Subordinate Noteholder hereunder. Notwithstanding the foregoing, without the Lead Securitization Noteholder’s
prior consent, which may be withheld in the Lead Securitization Noteholder’s sole and absolute discretion, no Subordinate
Noteholder shall Transfer all or any portion of its Note to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party
and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The Subordinate
Noteholder agrees it will pay the expenses of the Lead Securitization Noteholder (including all expenses of the Master Servicer
and the Special Servicer) and the Non-Lead Securitization Noteholders (including all expenses of the related Non-Lead Master Servicer
and the related Non-Lead Special Servicer) in connection with any such Transfer.


 


(b)       All
Transfers under Section 16(a) shall be made upon written notice to the Note A Holders not later than the date of such Transfer,
and each transferee shall (i) execute an assignment and assumption agreement whereby such transferee assumes all or a ratable
portion, as the case may be, of the obligations of the applicable Subordinate Noteholder hereunder with respect to its Note from
and after the date of such assignment (or, in the case, of a pledge, collateral assignment or other encumbrance made in accordance
with Section 16(e) by such Subordinate Noteholder of its Note solely as security for a loan to such Subordinate Noteholder
made by a third-party lender whereby such Subordinate Noteholder remains fully liable under this Agreement, on or before the date
on which such third-party lender succeeds to the rights of such Subordinate Noteholder by foreclosure or otherwise, such third-party
lender executes an agreement that such lender shall be bound by the terms and provisions of this Agreement and the obligations
of such Subordinate Noteholder hereunder) and (ii) agree in writing to be bound by the Servicing Agreement, unless the Servicing
Agreement is not then in effect with respect to the Mortgage Loan, in which event the parties will enter into or agree to be bound
by any replacement servicing agreement therefor in accordance with the provisions hereof. Upon the consummation of a Transfer
of all or any portion of a Subordinate Note in accordance with this Agreement, the transferring Person shall be released from
all liability arising under this Agreement with respect to such Subordinate Note (or the portion thereof that was the subject
of such Transfer), for the period after the effective date of such Transfer (it being understood and agreed that the foregoing
release shall not apply in the case of a sale, assignment, transfer or other disposition of a participation interest in the subject
Subordinate Note as described in clause (c) below). In connection with any such permitted transfer of a portion of a Subordinate
Note and for all purposes of this Agreement, each Note A Holder need only recognize the majority holder of such Subordinate Note
for purposes of notices, consents and other communications between such Note A Holders, as applicable, and such majority holder
of the subject Subordinate Note shall be the only Person authorized hereunder to exercise any rights of such Subordinate Noteholder
under this Agreement; provided, however, the majority holder of the subject Subordinate Note may from time to time
designate any other Person as an additional party entitled to receive notices, consents and other communications and/or to exercise
rights on behalf of such Subordinate Noteholder hereunder by delivering written notice thereof to each Note A Holder, and, from
and after delivery of such notice, such designee shall be so authorized hereunder and shall be the only party entitled to receive
such notices, consents and such other communications and/or to exercise such rights.


 



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(c)       In
the case of any sale, assignment, transfer or other disposition of a participation interest in a Note, (i) such Noteholder’s
obligations under this Agreement shall remain unchanged, (ii) such Noteholder shall remain solely responsible for the performance
of such obligations, (iii) the other Noteholders and any Persons acting on their behalf shall continue to deal solely and directly
with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement and the Servicing
Agreement, and (iv) all amounts payable hereunder shall be determined as if such Noteholder had not sold such participation interest;
provided, however, that if the applicable participant is a Qualified Institutional Lender (and delivers to the other
Noteholders a certification from an authorized officer confirming its status as a Qualified Institutional Lender), such Noteholder,
by written notice to the other Noteholders, may delegate to such participant such Noteholder’s right to exercise the rights
of the Controlling Noteholder hereunder and under the Servicing Agreement; provided, further, however, that
upon the occurrence of a Control Appraisal Period, the aforesaid delegation of rights shall terminate and be of no further force
and effect with respect to a B Note.


 


(d)       Each
of the Note A Holders shall have the right to Transfer all or any portion of its Note without the prior consent of any other Noteholder
(i) with respect to each A Note prior to an Event of Default, to any party other than the Mortgage Loan Borrower or any Mortgage
Loan Borrower Related Party and (ii) after an Event of Default, to any party, including the Mortgage Loan Borrower and any Mortgage
Loan Borrower Related Party; provided, however, that following such Transfer of any A Note, the Mortgage Loan continues
to be serviced in its entirety pursuant to the Servicing Agreement by a Servicer unaffiliated with Mortgage Loan Borrower. For
the avoidance of doubt, no Noteholder or the Servicer shall have any right to Transfer or cause the Transfer of any other Note.


 


(e)       Notwithstanding
any other provision hereof, any Noteholder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage
Loan Borrower or any Affiliate thereof) which has extended a credit or repurchase facility to such Noteholder and that is either
a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or
the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in this
Section 16(e), it being further agreed that a financing provided by a Note Pledgee to a Noteholder or any person which
Controls such Noteholder that is secured by such Noteholder’s interest in the applicable Note and is structured as a repurchase
arrangement, shall qualify as a “Pledge” hereunder, provided that a Note Pledgee which is not a Qualified Institutional
Lender may not take title to the pledged Note without (a) prior to the first Securitization of any Note, the consent of each other
Noteholder and (b) after the closing of the first Securitization of any Note, Rating Agency Confirmation. Upon written notice
by the applicable Noteholder to each other Noteholder and any Servicer that a Pledge has been effected (including the name and
address of the applicable Note Pledgee), each other Noteholder agrees to acknowledge receipt of such notice and thereafter agrees:
(i) to give Note Pledgee written notice of any default by the pledging Noteholder in respect of its obligations under this Agreement
of which default such Noteholder has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) Business Days to cure
a default by the pledging Noteholder in respect of its obligations to each other Noteholder 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 Noteholder shall give to such


 



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Note Pledgee copies of any notice of default
under this Agreement simultaneously with the giving of same to the pledging Noteholder and accept any cure thereof by such Note
Pledgee which such pledging Noteholder has the right (but not the obligation) to effect hereunder, as if such cure were made by
such pledging Noteholder; (v) that such other Noteholder 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
Noteholder; and (vi) that, upon written notice (a “Redirection Notice”) to each other Noteholder and any Servicer
by such Note Pledgee that the pledging Noteholder is in default, beyond any applicable cure periods, under the pledging Noteholder’s
obligations to such Note Pledgee pursuant to the applicable credit agreement between the pledging Noteholder and such Note Pledgee
(which notice need not be joined in or confirmed by the pledging Noteholder), and until such Redirection Notice is withdrawn or
rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Noteholder or Servicer would otherwise
be obligated to pay to the pledging Noteholder from time to time pursuant to this Agreement or any Servicing Agreement. Any pledging
Noteholder hereby unconditionally and absolutely releases each other Noteholder and any Servicer from any liability to the pledging
Noteholder on account of any Noteholder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer
or any such other Noteholder to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights
and remedies against the pledging Noteholder 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 Noteholders and any Servicer shall recognize
such Note Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified
Institutional Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and
its successor and assigns, as the successor to the pledging Noteholder’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 Noteholder
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 16(e) shall remain
effective as to any Noteholder (and any Servicer) unless and until such Note Pledgee shall have notified any such Noteholder (and
any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


(f)       Notwithstanding
any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified Institutional Lender
provides financing to a Noteholder then such Noteholder 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 Noteholder to finance the acquisition and holding
of its Note will require a third party (the “Conduit Credit Enhancer”) to provide credit enhancement;


 


(ii)       The
Conduit Credit Enhancer and conduit manager (if Moody’s rates the Securitization) will be a Qualified Institutional Lender;


 



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(iii)       Such
Noteholder will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the applicable Note to the
Conduit as collateral for the Conduit Inventory Loan;


 


(iv)       The
Conduit Credit Enhancer and the Conduit will agree that, if such Noteholder 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 Noteholder, the Conduit Credit
Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of such Noteholder’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 the consent of each other
Noteholder, have any greater right to acquire the interests in the Note pledged by such Noteholder, 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
17.       Registration of Transfer. In connection with any Transfer of a Note (but excluding (x) any participant and (y) any
Note Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment and assumption agreement whereby
such transferee assumes all of the obligations of the applicable Noteholder hereunder with respect to such Note thereafter accruing
and agrees to be bound by the terms of this Agreement, including the restriction on Transfers set forth in Section 16,
from and after the date of such assignment. Notwithstanding the preceding sentence, a Trustee shall not be required to execute
an assignment and assumption agreement in connection with any Transfer of a Note if the obligations are assumed pursuant to the
Servicing Agreement. In connection with a Transfer of a Note, the Agent shall not recognize any attempted or purported transfer
of any Note in violation of the provisions of Section 16 and this Section 17. Any such purported transfer shall
be absolutely null and void and shall vest no rights in the purported transferee. Each Noteholder desiring to effect such transfer
shall, and does hereby agree to, indemnify the Agent and any other Noteholder against any liability that may result if the transfer
is not made in accordance with the provisions of this Agreement. Upon a Securitization of the Lead Securitization Note, the Certificate
Administrator shall automatically become and be the Agent.


 


Section
18.       Registration of the Notes. 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 Section 17, and the principal amounts (and stated interest) of the Note owing to each such Noteholder, 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, except in the case of the Initial Noteholders who may hold their Notes
through a nominee. Upon request of a Noteholder, the Agent shall provide such party with the names and addresses of the Noteholders.
To the extent another party is appointed as Agent hereunder, the Noteholders hereby designate such person as its agent under this
Section 18 solely for purposes of maintaining the Note Register. The parties intend for the Notes to be in


 



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registered form
for federal income tax purposes under Section 5f.103-1(c) of the United States Treasury Regulations.


 


Section
19.       Statement of Intent. The Agent and each Noteholder intend that the Notes be classified, and the arrangement hereby
be maintained, in a manner consistent with rules applicable to a grantor trust under subpart E, part I of subchapter J of chapter
1 of the Code that is a fixed investment trust within the meaning of Treasury Regulation §301.7701-4(c), and the parties
will not take any action inconsistent with such classification. It is neither the purpose nor the intent of this Agreement to
create a partnership, joint venture, “taxable mortgage pool” or association taxable as a corporation among the parties.


 


Section
20.       No Pledge. This Agreement shall not be deemed to represent a pledge of any interest in the Mortgage Loan by the
Noteholders. Except as otherwise provided in this Agreement and the Servicing Agreement, no Non-Lead Noteholder shall have any
interest in any property taken as security for the Mortgage Loan, provided, however, that if any such property or
the proceeds of any sale, lease or other disposition thereof shall be received, then each Non-Lead Noteholder shall be entitled
to receive its share of such application in accordance with the terms of this Agreement and/or the Servicing Agreement.


 


Section
21.       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 DUTIES 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. 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
22.       Submission to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


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


 


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


 



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(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
23.       Modifications; Amendment. This Agreement shall not be modified, cancelled or terminated except by an instrument
in writing signed by each Noteholder. Additionally, for as long as any Note is contained in a Securitization Trust, the Noteholders
shall not amend or modify this Agreement without first receiving a Rating Agency Confirmation; provided that no such confirmation
from the Rating Agencies shall be required in connection with a modification or amendment (i) to cure any ambiguity, to correct
or supplement any provisions herein that may be defective or inconsistent with any other provisions herein or with the Servicing
Agreement, (ii) entered into pursuant to Section 35 of this Agreement or (iii) to correct or supplement any provision herein
that may be defective or inconsistent with any other provisions of this Agreement.


 


Section
24.       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 permitted assigns. Except as provided herein, 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 16, each
Noteholder 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 Noteholder hereunder, including, without limitation, the right to make
further assignments and grant additional Notes.


 


Section
25.       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
26.       Captions. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference
only and are not intended to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration
in the construction of this Agreement.


 


Section
27.       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.


 



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Section
28.       Entire Agreement. This Agreement constitutes the entire agreement among 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
29.       Withholding Taxes.


 


(a)       If
the Lead Securitization Noteholder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from interest,
fees or other amounts payable to any Subordinate Noteholder with respect to the Mortgage Loan as a result of such Subordinate
Noteholder constituting a Non-Exempt Person, the Lead Securitization Noteholder, or the Servicer on its behalf, shall be entitled
to do so with respect to such Subordinate Noteholder’s interest in such payment (all amounts so withheld being deemed paid
to such Subordinate Noteholder), provided that the Lead Securitization Noteholder shall furnish such Subordinate Noteholder
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 Subordinate Noteholder to seek any allowable credits or deductions for the Taxes so withheld
in each jurisdiction in which such Subordinate Noteholder is subject to tax.


 


(b)       The
Subordinate Noteholder shall and hereby agrees to indemnify the Lead Securitization Noteholder against and hold the Lead Securitization
Noteholder harmless from and against any Taxes, interest, penalties and reasonable attorneys’ fees, expenses and disbursements
arising or resulting from any failure of the Lead Securitization Noteholder (or the Servicer on its behalf) to withhold Taxes
from payment made to such Subordinate Noteholder in reliance upon any representation, certificate, statement, document or instrument
made or provided by such Subordinate Noteholder to the Lead Securitization Noteholder in connection with the obligation of the
Lead Securitization Noteholder to withhold Taxes from payments made to such Subordinate Noteholder, it being expressly understood
and agreed that (i) the Lead Securitization Noteholder 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 Subordinate Noteholder shall, upon request of the Lead Securitization Noteholder, at its sole cost and
expense, defend any claim or action relating to the foregoing indemnification using counsel selected by the Lead Securitization.


 


(c)       The
Subordinate Noteholder represents to the Note A Holders (for the benefit of the Mortgage Loan Borrower) that it is not a Non-Exempt
Person and that neither the Lead Securitization Noteholder 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. From time to time
as necessary during the term of this Agreement, such Subordinate Noteholder (if not included at such time in the Lead Securitization
Trust) shall deliver to the Lead Securitization Noteholder or Servicer, as applicable, evidence satisfactory to the Lead Securitization
Noteholder substantiating that such Subordinate Noteholder is not a Non-Exempt Person and that the Lead Securitization Noteholder
is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under
this Agreement. Without limiting the effect of the foregoing, (i) if the Subordinate Noteholder is created or organized under
the laws of the United States, any state thereof or the District of


 



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Columbia, it shall satisfy the requirements of the preceding
sentence by furnishing to the Lead Securitization Noteholder an Internal Revenue Service Form W-9 and (ii) if the Subordinate
Noteholder 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, the Subordinate Noteholder shall satisfy the requirements of the
preceding sentence by furnishing to the Lead Securitization Noteholder 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 the Subordinate
Noteholder, as evidence of the Subordinate Noteholder’s exemption from the withholding of United States tax with respect
thereto. The Lead Securitization Noteholder shall not be obligated to make any payment hereunder to any Subordinate Noteholder
in respect of its respective B Note or otherwise until such Subordinate Noteholder shall have furnished to the Lead Securitization
Noteholder the requested forms, certificates, statements or documents.


 


Section
30.       Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Notes) will
be held by the Lead Securitization Noteholder (or a custodian acting on behalf of the Lead Securitization Noteholder) who shall
act as secured party under the Mortgage Loan Documents on behalf of the registered holders of the Notes. Notwithstanding anything
to the contrary in this Agreement, upon the Lead Securitization, the originals of all of the Mortgage Loan Documents (other than
the Notes) shall be held by the Custodian. Each Note shall be held by the respective Noteholder or a custodian appointed by such
Noteholder.


 


Section
31.       Notices. All notices required hereunder shall be given by (i) writing and personally delivered, (ii) sent by facsimile
transmission (during business hours) if a party has provided a facsimile number, (iii) reputable overnight delivery service (charges
prepaid), (iv) sent by electronic mail containing language requesting the recipient to confirm receipt thereof if a party has
provided an electronic mail address and only if such electronic mail is promptly followed by a written notice or (iv) certified
United States mail, postage prepaid return receipt requested, and addressed to the respective parties at their addresses set forth
on Exhibit B hereto, or at such other address as any party shall hereafter inform the other party by written notice given
as aforesaid. All written notices so given shall be deemed effective upon receipt.


 


All
notices and reports (including, without limitation, Asset Status Reports) required to be delivered hereunder by the Lead Securitization
Noteholder (or any Servicer on its behalf) to the Controlling Noteholder (or its Junior Operating Advisor), or by the Controlling
Noteholder (or its Junior Operating Advisor) to the Lead Securitization Noteholder (or any Servicer on its behalf), shall also
be delivered by the applicable party to each other Noteholder.


 


Section
32.       Broker. Each Noteholder represents to each other Noteholder that no broker was responsible for bringing about this
transaction.


 


Section
33.       Certain Matters Affecting the Agent.


 


(a)       The
Noteholders hereby appoint the Agent to act on their behalf, and the Agent shall act on behalf of the Noteholders;


 



    50


     


    

 





(b)       The
Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any officer’s certificate
or assignment and assumption agreement delivered to the Agent pursuant to Section 17;


 


(c)       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;


 


(d)       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 of the Noteholders pursuant to the provisions of this Agreement, unless it has received indemnity reasonably
satisfactory to it;


 


(e)       The
Agent or any of its directors, officers, employees, Affiliates, agents or “control” persons within the meaning of
the Securities 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;


 


(f)        The
Agent shall not be bound to make any investigation into the facts or matters stated in any officer’s certificate or assignment
and assumption agreement delivered to the Agent pursuant to Section 17; and


 


(g)       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.


 


Section
34. Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead
Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 34, all of its rights and
obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such
termination.


 


The
Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed
to be bound by this Agreement and perform the duties of the Agent hereunder. CREFI, as Initial Agent, may transfer its rights
and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. CREFI, as Initial Agent,
shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act
in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding
the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate
Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the
Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination
or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a
termination or resignation of such Certificate Administrator as Agent under this Agreement.


 



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Section
35. Resizing. In connection with the Mortgage Loan, each Noteholder agrees, subject to clause (iii) below, that if a
Note A Holder determines that it is advantageous to resize its Note by causing the Mortgage Loan Borrower to execute amended and
restated or additional pari passu notes (in either case, “New Notes”) reallocating the principal of such Note
to such New Notes, each Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to effect such
resizing at such resizing Noteholder’s expense; provided that (i) the aggregate principal balance of all outstanding
New Notes following the creation thereof is no greater than the principal balance of such Note or Notes immediately prior to the
creation of the New Notes, (ii) the weighted average Interest Rate of all outstanding New Notes following the creation thereof
is the same as the Interest Rate of the related Note or Notes immediately prior to the creation of the New Notes, (iii) no such
resizing shall (x) change the interest allocable to, or the amount of any payments due to, any other Noteholder, or priority of
such payments, or (y) increase any other Noteholder’s obligations or decrease any other Noteholder’s rights, remedies
or protections, and (iv) the holder of the New Notes shall notify the Lead Securitization Noteholder, the Master Servicer, the
Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts.
Except for the foregoing reallocation or severance and for modifications pursuant to the Lead Securitization Servicing Agreement
(as discussed in Section 4), no Note may be modified or amended without the consent of its holder and the consent of the holder
of the other Notes. In connection with the foregoing (provided the conditions set forth in (i) through (iv) above are satisfied,
as certified by the holder of the New Notes, on which certification the Master Servicer can rely), the Master Servicer is hereby
authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the
Noteholders, as applicable, solely for the purpose of reflecting such reallocation of principal (which may include the amendment
or addition of applicable defined terms to reflect the New Notes) or such severing of the applicable A Note. For the avoidance
of doubt, Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms
of this Section 35. In connection with any resizing of an A Note, the related Noteholder may allocate its rights hereunder among
the New Notes in any manner in its sole discretion.


 


Section
36. Conflict. To the extent of any inconsistency between the Servicing Agreement, on one hand, and this Agreement, on
the other, this Agreement shall control.


 


[SIGNATURE
PAGE FOLLOWS]


 




    52


     


    

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


 





 


	 	CITI
                                         REAL ESTATE FUNDING INC., as 

                                         Initial Note A Holder and Initial Agent
	 	 
		By:	/s/
Richard Simpson
	 	 	Name: Richard
                                         Simpson
	 	 	Title: Vice President



  

	 	CITI
                                         REAL ESTATE FUNDING INC., as 

Initial Subordinate Noteholder
	 	 
		By:	/s/
Richard Simpson
	 	 	Name: Richard
                                         Simpson
	 	 	Title: Vice President



 


Agreement
Between Noteholders – 805 Third Avenue 




     


     


    

EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


A.       Description
of Mortgage Loan:


 


	Mortgage
    Loan Agreement:	Loan
    Agreement, dated as of November 8, 2019, between 805 Third New York LLC, as borrower, and Citi Real Estate Funding Inc., as
    lender
	Mortgage
    Loan Borrower:	805
    Third New York LLC
	Date
    of the Mortgage Loan and Notes:	November
                                         8, 2019 (Mortgage Loan)

         

        December
        12, 2019 (Notes A-1, A-2, A-3, A-4 and B)

         

	Initial
    Principal Amount of Mortgage Loan:	$275,000,000
	Location
    of Mortgaged Property:	New
    York, New York
	Stated
    Maturity Date:	December
    6, 2029



 

B.       Description
of Note Interests: Each Note shall have the initial Principal Balance, Percentage Interest and initial rate of interest set
forth in the table below.


 


	Note
Designation
	Initial

Interest Rate
	

Percentage Interest
	Original
Principal Balance

	Note
    A-1 	4.24%	18.18%	$50,000,000
	Note
    A-2 	4.24%	18.18%	$50,000,000
	Note
    A-3 	4.24%	14.55%	$40,000,000
	Note
    A-4 	4.24%	3.64%	$10,000,000
	Note
    B 	3.80%	45.45%	$125,000,000



 



    A-1


     


    

 


EXHIBIT
B


 


Initial
Noteholders:


 


Citi
Real Estate Funding Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson 


Facsimile
number: (646) 328-2943


 


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


 


with
copies to:


 


Citi
Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco 


Facsimile
number: (347) 394-0898


 


with
an electronic copy emailed to: raul.d.orozco@citi.com


 


and


 


Citi
Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor


Facsimile
number: (646) 862-8988


 


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


 




    B-1


     


    

 


EXHIBIT
C



PERMITTED FUND MANAGERS


 


		1.	Westbrook
                                         Partners






		2.	DLJ
                                         Real Estate Capital Partners






		3.	iStar
                                         Financial Inc.






		4.	Capital
                                         Trust, Inc.






		5.	Lend-Lease
                                         Real Estate Investments






		6.	Archon
                                         Capital, L.P.






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






		8.	The
                                         Blackstone Group International Ltd.






		9.	Apollo
                                         Real Estate Advisors






		10.	Colony
                                         Capital, Inc.






		11.	Praedium
                                         Group






		12.	J.E.
                                         Robert Companies






		13.	Fortress
                                         Investment Group, LLC






		14.	Lonestar
                                         Opportunity Fund






		15.	Clarion
                                         Partners






		16.	Walton
                                         Street Capital, LLC






		17.	Starwood
                                         Financial Trust






		18.	BlackRock,
                                         Inc.






		19.	Rialto
                                         Capital Management, LLC






		20.	Raith
                                         Capital Partners, LLC






		21.	Rialto
                                         Capital Advisors LLC






		22.	Teachers
                                         Insurance and Annuity Association of America






		23.	Principal
                                         Real Estate Investors, LLC






		24.	Metropolitan
                                         Life Insurance Company






		25.	New
                                         York Life Insurance Company



 



    C-1