Exhibit 4.12


 


EXECUTION VERSION


 





AGREEMENT
BETWEEN NOTEHOLDERS






Dated
as of September 6, 2019


by and between


Societe Generale Financial Corporation

(Initial Note A-1A Holder)


 


Societe Generale Financial Corporation

(Initial Note A-1B Holder)


 


Societe Generale Financial Corporation

(Initial Note A-1C Holder)


 


Societe Generale Financial Corporation

(Initial Note A-1D Holder)


 


Societe Generale Financial Corporation

(Initial Note A-1E Holder)


 


Societe Generale Financial Corporation

(Initial Note A-1F Holder)


 


Societe Generale Financial Corporation

(Initial Note B Holder)


 


Presidential City



     

     


    

THIS AGREEMENT BETWEEN
NOTEHOLDERS (“Agreement”), dated as of September 6, 2019, by and between SOCIETE GENERALE FINANCIAL CORPORATION
(“SGFC”), as initial owner of the Note A-1A (in such capacity, the “Initial Note A-1A Holder”)
and as initial agent (in such capacity, the “Initial Agent”), SOCIETE GENERALE FINANCIAL CORPORATION, as initial
owner of Note A-1B (in such capacity, the “Initial Note A-1B Holder”), SOCIETE GENERALE FINANCIAL CORPORATION,
as initial owner of Note A-1C (in such capacity, the “Initial Note A-1C Holder”), SOCIETE GENERALE FINANCIAL
CORPORATION, as initial owner of Note A-1D (in such capacity, the “Initial Note A-1D Holder”), SOCIETE GENERALE
FINANCIAL CORPORATION, as initial owner of Note A-1E (in such capacity, the “Initial Note A-1E Holder”), SOCIETE
GENERALE FINANCIAL CORPORATION, as initial owner of Note A-1F (in such capacity, the “Initial Note A-1F Holder”,
and together with the Initial Note A-1A Holder, the Initial Note A-1B Holder, the Initial Note A-1C Holder, the Initial Note A-1D
Holder and the Initial Note A-1F Holder, the “Initial Note A-1 Holders”), and SOCIETE GENERALE FINANCIAL CORPORATION,
as initial owner of Note B (in such capacity the “Initial Note B Holder” and, together with the Initial Note
A-1 Holders, the “Initial Noteholders”).


W I T N E S S E T H:


WHEREAS, pursuant
to the Mortgage Loan Agreement (as defined herein), SGFC 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 is evidenced by the following
seven (7) notes in the aggregate amount of $217,600,000, secured by a first mortgage on one or more parcels of real property located
as described on the Mortgage Loan Schedule (the “Mortgaged Property”), dated September 6, 2019:


(i)           
Promissory Note A-1A in the principal amount of $57,000,000 (“Note A-1A”),


(ii)           
Promissory Note A-1B in the principal amount of $25,000,000 (“Note A-1B”),


(iii)           
Promissory Note A-1C in the principal amount of $15,000,000 (“Note A-1C”),


(iv)           
Promissory Note A-1D in the principal amount of $10,000,000 (“Note A-1D”),


(v)           
Promissory Note A-1E in the principal amount of $5,000,000 (“Note A-1E”),


(vi)           
Promissory Note A-1F in the principal amount of $5,000,000 (“Note A-1F”), and


(vii)           
Promissory Note B in the principal amount of $100,600,000 (“Note B”);


WHEREAS, SGFC intends
to sell, transfer and assign all of its right, title and interest in and to Note A-1A and Note B to SGFC Commercial Mortgage Securities,
LLC (“SGCMS”), as depositor, pursuant to a Loan Purchase Agreement to be dated as of October 15, 2019,
by and between SGCMS, as purchaser, and SGFC, as seller, and SGCMS intends to transfer its right, title and interest in and to
Note A-1A and Note B to Wells Fargo Bank,



     

     


    

 National Association, as trustee for the SG Commercial Mortgage Securities Trust 2019-PREZ,
Commercial Mortgage Pass-Through Certificates, Series 2019-PREZ under a trust and servicing agreement (the “SGCMS 2019-PREZ
TSA”), dated as of September 6, 2019, among SGCMS, as depositor, KeyBank National Association, as servicer, AEGON
USA Realty Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee, as certificate administrator
and as custodian;


WHEREAS, SGFC intends,
but is not bound, to sell, transfer and assign all or a portion of its right, title and interest in and to Note A-1B, Note A-1C,
Note A-1D, Note A-1E and Note A-1F to one or more depositors who will in turn transfer the same to one or more trusts as part of
the securitization of one or more mortgage loans;


WHEREAS, each Initial
Noteholder desires to enter into this Agreement to memorialize the terms under which it will hold the Notes;


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


Section 1.               
Definitions. References to a “Section” or the “recitals” are, unless otherwise specified,
to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed
thereto in the Servicing Agreement. Whenever used in this Agreement, the following terms shall have the respective meanings set
forth below unless the context clearly requires otherwise.


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


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


“Additional
Servicing Expenses” shall mean (a) all Property Protection Advances, fees and/or expenses incurred by and reimbursable
to any Servicer or Trustee pursuant to the Servicing Agreement, 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 related Non-Lead Servicing Agreement; provided that the aggregate special servicing administration
fee (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, the special servicing liquidation
fee (or equivalent) shall not exceed 0.5% 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, and the special servicing workout fee
(or equivalent) shall not exceed 0.5% 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), all subject to adjustments
and caps as set forth in the Servicing Agreement.






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


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


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


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


“Affiliate”
shall mean with respect to any specified Person (i) any other Person that Controls, Controlling or is Controlled by or under
common Control with such specified Person (each a “Common Control Party”), (ii) any other Person owning,
directly or indirectly, ten percent (10%) 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, ten percent (10%) or more of the beneficial interests.


“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, the Trustee.


“Agent Office”
shall mean the designated office of the Agent, which office initially shall be the office of the Initial Note A-1A Holder listed
on Exhibit B hereto and, after the Securitization Date, shall be the offices of the Certificate Administrator. The Agent
Office is the address to which notices to and correspondence with the Agent should be directed. The Agent may change the address
of its designated office by notice to the 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 or such other analogous term used in the Servicing Agreement.


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


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


“Asset Representations
Reviewer” shall have the meaning assigned to such term in the Servicing Agreement, as applicable.


“Asset Status
Report” shall have the meaning assigned to such term in the Servicing Agreement.






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


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


“Certificate
Administrator” shall mean the certificate administrator under the Servicing Agreement, if any.


“CLO Asset
Manager” with respect to any Securitization Vehicle which is a CLO, shall mean the entity which is responsible for managing
or administering a Note as an underlying asset of such Securitization Vehicle or, if applicable, as an asset of any Intervening
Trust Vehicle (including, without limitation, the right to exercise any consent and control rights available to the holder of such
Note).


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


“Collection
Account” shall have the meaning assigned to such term (or equivalent term) in the Servicing Agreement.


“Companion
Distribution Account” shall have the meaning assigned to such term (or equivalent term) in the Servicing Agreement.


“Condemnation
Proceeds” shall have the meaning assigned to such term or any one or more analogous terms in the Servicing Agreement.


“Conduit”
shall have the meaning assigned to such term in Section 19(f).


“Conduit
Credit Enhancer” shall have the meaning assigned to such term in Section 19(f).


“Conduit
Inventory Loan” shall have the meaning assigned to such term in Section 19(f).


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


“Controlling
Class Representative” shall have the meaning assigned to the term “Directing Holder” in the Servicing Agreement.






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“Controlling
Noteholder” shall mean as of the Closing Date, the Note B Holder, and thereafter, as of any date of determination, if
a Note B Control Appraisal Period has occurred and is continuing, the Note A-1A Holder.


At any time that a
Note is included in a Securitization and the holder of such Note is the “Controlling Noteholder” pursuant to this definition,
the rights of the “Controlling Noteholder” herein may be exercised by the holders of the majority of the class of securities
issued in such Securitization designated as the “controlling class” 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 applicable
Servicing Agreement.


If at any time 50%
or more of Note A-1A or Note B is held by (or the majority “controlling class” holder or other party assigned the rights
to exercise the rights of the Controlling Noteholder (as described above) is) the Mortgage Loan Borrower or a Mortgage Loan Borrower
Related Party, the Note A-1A Holder or Note B Holder or such other party, as applicable, shall not be entitled to exercise any
rights of the Controlling Noteholder and neither the Note A-1A Holder (so long as a Note B Control Appraisal Period has occurred
and is continuing), the Note B Holder nor any other person shall be entitled to exercise the rights of the Controlling Noteholder
(and if Note A-1A or Note B is included in a Securitization, the applicable Pooling and Servicing Agreement shall contain limitations
on the rights of the Controlling Noteholder that can be exercised by a certificateholder that is the Mortgage Loan Borrower or
has certain relationships with the Mortgage Loan Borrower).


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


“CREFC®
Investor Reporting Package” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


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


“Default
Interest” shall mean interest on the Mortgage Loan at a rate per annum equal to the Note Default Interest Spread.


“Defaulted
Mortgage Loan Purchase Price” shall mean, if the Mortgage Loan has been converted into a Foreclosed Property, the sum,
without duplication, of the following amounts:


(a)   
the Principal Balance of each Senior Note;


(b)  
accrued and unpaid interest thereon at the applicable Note Rate, from the date as to which interest was last paid in full
by Mortgage Loan Borrower up to and including the end of the interest accrual period relating to the Monthly Payment Date next
following the date the purchase occurred;


(c)   
any other amounts due under the Mortgage Loan, other than Prepayment Premiums, default interest, late fees, exit fees and
any other similar fees, provided that if the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party is the



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 purchaser,
the Defaulted Mortgage Loan Purchase Price shall include Prepayment Premiums, default interest, late fees, exit fees and any other
similar fees;


(d)  
without duplication of amounts under clause (c), any unreimbursed Property Protection Advances or Administrative
Advances and any expenses incurred in enforcing the Mortgage Loan Documents (including, without limitation, Property Protection
Advances or Administrative Advances payable or reimbursable to any Servicer, and earned and unreimbursed special servicing fees);


(e)   
without duplication of amounts under clause (c), any accrued and unpaid Advance Interest Amount;


(f)   
any amounts payable in respect of the Mortgage Loan to the Asset Representations Reviewer;


(g)  
if the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser, any liquidation or workout fees
payable under the Servicing Agreement with respect to the Mortgage Loan; and


(h)  
any Recovered Costs not reimbursed previously to any Senior Note pursuant to this Agreement.


If the Mortgage Loan
is converted into a Foreclosed Property, for purposes of determining the Defaulted Mortgage Loan Purchase Price, interest will
be deemed to continue to accrue on the Senior Notes at the applicable Note Rate, as if the Mortgage Loan were not so converted.


“Depositor”
shall mean the depositor for the Lead Securitization.


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


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


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


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


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



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 Mortgage Loan 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 Lead Securitization Servicing Agreement in respect of the Mortgage Loan) and (ii) the Lead Securitization
Trust.


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


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


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


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


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


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


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


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


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


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


“Initial
Senior Noteholders” shall mean the Initial A-1 Holders.


“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



    	 	 7	 



     


    

 of all or substantially all of the assets of the Mortgage Loan Borrower in a transaction
permitted under the Mortgage Loan Documents; provided, however, that following any such permitted transaction affecting
the title to the Mortgaged Property, the Mortgage Loan Borrower for purposes of this Agreement shall be defined to mean the successor
owner of the Mortgaged Property from time to time as may be permitted pursuant to the Mortgage Loan Documents; provided,
further, however, that for the purposes of this definition, in the event that more than one entity comprises the
Mortgage Loan Borrower, the term “Mortgage Loan Borrower” shall collectively refer to any such entity or entities.


“Insurance
Proceeds” shall have the meaning assigned to such term or any one or more analogous terms in the Servicing Agreement.


“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 Societe Generale Financial Corporation, who shall cause Wells Fargo Bank, N.A. to subservice
the Mortgage Loan in accordance with this Agreement and the customary and usual servicing practices of originators of commercial
mortgage loans intended to be securitized. The Servicing Fee Rate under the Interim Servicing Agreement will be one (1) basis point
per annum, paid monthly based on the outstanding principal balance of the Notes and calculated on the same basis as interest
on the Mortgage Loan.


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


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


“Lead Securitization”
shall mean (a) during the period from and after the Securitization Date and prior to the SGCMS 2019-PREZ Securitization Date, the
Securitization of the first Note or portion thereof and (b) on and after the SGCMS 2019-PREZ Securitization Date, the SGCMS 2019-PREZ
Securitization.


“Lead Securitization
Note” shall mean (a) during the period from and after the Securitization Date and prior to the SGCMS 2019-PREZ Securitization
Date, the related first Note or portion thereof contributed to a Securitization, and (b) on and after the SGCMS 2019-PREZ Securitization
Date, Note A-1A, except that for so long as Note A-1A and Note B are included in the SGCMS 2019-PREZ Securitization, Lead Securitization
Note shall mean, collectively, Note A-1A and Note B.


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


“Lead Securitization
Servicing Agreement” shall mean the Pooling and Servicing Agreement to be entered into in connection with the Securitization
of the Lead Securitization Note.






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


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


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


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


(i)                
any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of a Foreclosed Property)
of the ownership of the Mortgaged Property;


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


(iii)            
any sale of the Foreclosed Property for less than the Defaulted Mortgage Loan Purchase Price;


(iv)            
any determination to bring the Mortgaged Property or the Foreclosed Property into compliance with applicable environmental
laws or to otherwise address hazardous material located at the Foreclosed Property;


(v)              
any release of collateral or any acceptance of substitute 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 and for which there is no material
lender discretion;


(vi)            
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or
any consent to such a waiver or consent to a transfer of all or any portion of the Mortgaged Property or interests in the Mortgage
Loan Borrower other than for which there is no material lender discretion;


(vii)          
any incurrence of additional debt (including any PACE Loan (as defined in the Mortgage Loan Agreement)) by the Mortgage
Loan Borrower or any mezzanine financing (or issuance of preferred equity that is substantially equivalent to a mezzanine loan)
by any beneficial owner of the Mortgage Loan Borrower other than pursuant to the specific terms of the Mortgage Loan and for which
there is no material lender discretion;






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(viii)        
any changes to a property manager with respect to the Mortgage Loan for which the lender is required to consent or approve
under the Mortgage Loan Documents);


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


(x)              
any acceptance of an assumption agreement or any other agreement releasing the Mortgage Loan Borrower, the Guarantor or
other obligor from liability under the Mortgage Loan or the Mortgage Loan Documents other than pursuant to the specific terms of
the Mortgage Loan and for which there is no material lender discretion;


(xi)            
any determination of an Acceptable Insurance Default;


(xii)          
any material modification, waiver or amendment of this Agreement or an intercreditor agreement, co-lender agreement, participation
agreement or similar agreement with any mezzanine lender or subordinate debt holder (or holder of preferred equity that is substantially
equivalent to a mezzanine loan) related to the Mortgage Loan, or any action to enforce rights (or decision not to enforce rights)
with respect to (i) this Agreement, other than splitting the Notes in accordance with this Agreement, or (ii) such agreements
and/or the exercise of rights and powers granted under a mezzanine intercreditor agreement, co-lender agreement, participation
agreement or similar agreement to the lender to the extent such rights or powers affect the priority of payment, consent rights
or security interest with respect to the Mortgage Loan, to the extent the Controlling Noteholder, the Controlling Noteholder Representative
or any affiliate of the foregoing does not own any interest (whether legally, beneficially or otherwise) in such mezzanine loan;


(xiii)        
any approval of any Material Lease (as defined in the Mortgage Loan Agreement);


(xiv)        
[Reserved]


(xv)          
following an Event of Default, any exercise of material remedies, including the acceleration of the Mortgage Loan or initiation
of any proceedings, judicial or otherwise, under the related Mortgage Loan Documents;


(xvi)        
the execution, renewal, extension, modification or termination of any Material Lease, to the extent lender approval is required
under the Mortgage Loan Documents;


(xvii)      
any adoption of a budget submitted by the Mortgage Loan Borrower during the continuance of a Cash Management Period (as
defined in the



    	 	 10	 



     


    

 Mortgage Loan Agreement), to the extent lender approval is required under the Mortgage Loan Documents;


(xviii)    
voting (including the refraining from voting) on any plan of reorganization, restructuring or similar plan in the bankruptcy
of the Mortgage Loan Borrower; or


(xix)        
any approval or adoption of any material alteration at the Mortgaged Property, to the extent lender approval is required
under the Mortgage Loan Documents.


“Master Servicer”
shall have the meaning assigned to such term or the term “Servicer”, as applicable, in the Servicing Agreement.


“Master Servicer
Remittance Date” shall mean:


(a)   
with respect to Note A-1A and Note B, the “Remittance Date” (or analogous term) as defined in the Servicing
Agreement; and


(b)  
with respect to each Non-Lead Securitization Note, the earlier of (a) the “Remittance Date” (or analogous
term) as defined in the Servicing Agreement or (b) the first Business Day after the “determination date,” as such
term or a similar term is defined in the applicable Pooling and Servicing Agreement, provided, however, that no remittance is required
to be made until two (2) Business Days after receipt of the scheduled monthly payment with respect to the Mortgage Loan.


“Mezzanine
Loans” shall mean the “Current Junior Mezzanine Loan” and the “Current Senior Mezzanine Loan,” each
as defined in the Mortgage Loan Agreement.


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


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


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


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


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


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


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






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“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of September 6, 2019, between the Mortgage Loan Borrower
and SGFC, as the same may be amended, restated, renewed, extended, modified or supplemented 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 18.


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


“Mortgage
Loan Rate” shall mean, as of any date of determination, the weighted average of the Note Rates of each of the Notes.


“Mortgage
Loan Schedule” shall mean the Schedule attached hereto as Exhibit A.


“Net Note
Rate” shall mean, with respect to each Note, the applicable Note Rate minus the Servicing Fee Rate.


“New Notes”
shall have the meaning assigned to such term in Section 40.


“Non-Controlling
Note” shall mean each of Note A-1A, Note A-1B, Note A-1C, Note A-1D, Note A-1E and Note A-1F, or any New Note(s) issued
in respect thereof; provided that any such Note shall be excluded from this definition for so long as the related Noteholder
is the Controlling Noteholder.


“Non-Controlling
Noteholder” means each holder of a Non-Controlling Note; provided that, at any time a Non-Controlling Note is
included in a Securitization, the consultation and other rights of a “Non-Controlling Noteholder” herein may be exercised
by the Non-Lead Securitization Controlling Class Representative under the related Non-Lead Securitization Servicing Agreement or
any other party assigned the rights to exercise the rights of a Non-Controlling Noteholder pursuant to the related Non-Lead Servicing
Agreement and as to the identity of which the Master Servicer and the Special Servicer has been given written notice; provided,
further, that for so long as a Non-Controlling Note is held by (or the majority “controlling class” holder or
other party assigned the right to exercise the rights of such Non-Controlling Noteholder (as described above) is) the Mortgage
Loan Borrower or an Affiliate of the Mortgage Loan Borrower, such Non-Controlling Note (and such party assigned the right to exercise
the rights of such Non-Controlling Noteholder as described above) shall not be entitled to exercise any right of such Non-Controlling
Noteholder, and there shall be deemed to be no Non-Controlling Noteholder hereunder 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



    	 	 12	 



     


    

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


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


“Non-Lead
Securitization Controlling Class Representative” shall mean the holders of the majority of the class of securities issued
in the Securitization of a Non-Lead Securitization Note designated as the “controlling class” pursuant to the related
Non-Lead Servicing Agreement or their duly appointed representative; provided that if any such majority “controlling
class” holder or representative is the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall
be entitled to exercise the rights of such Non-Lead Securitization Controlling Class Representative.


“Non-Lead
Securitization Note” shall mean each Note A-1 that is not included in the Lead Securitization.


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


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


“Non-Lead
Servicer” shall mean the Non-Lead Master Servicer or Non-Lead Special Servicer, as applicable.


“Non-Lead
Servicing Agreement” shall mean the Pooling and Servicing Agreement entered into in connection with the Securitization
of a Non-Lead Securitization Note.


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


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


“Nonrecoverable
Administrative Advance” shall mean any Administrative Advance that is determined to be a Nonrecoverable Advance (as defined
in the Servicing Agreement) in accordance with the Servicing Agreement.


“Nonrecoverable
Property Protection Advance” shall mean any Property Protection Advance that is determined to be a Nonrecoverable Advance
(as defined in the Servicing Agreement) in accordance with the Servicing Agreement.






    	 	 13	 



     


    

“Note”
shall mean any of Note A-1A, Note A-1B, Note A-1C, Note A-1D, Note A-1E, Note A-1F and Note B, and any New Note issued in
respect thereof, as applicable.


“Note A-1”
shall mean each of Note A-1A, Note A-1B, Note A-1C, Note A-1D, Note A-1E and Note A-1F or any New Note issued in connection with
the resizing of any such Note that is pari passu with each existing Note A-1 individually and/or collectively as the context
may require.


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


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


“Note A-1A
Holder” shall mean the Initial Note A-1A Holder, or any subsequent holder of Note A-1A, together with its successors
and assigns.


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


“Note A-1B
Holder” shall mean the Initial Note A-1B Holder, or any subsequent holder of Note A-1B, together with its successors
and assigns.


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


“Note A-1C
Holder” shall mean the Initial Note A-1C Holder, or any subsequent holder of Note A-1C, together with its successors
and assigns.


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


“Note A-1D
Holder” shall mean the Initial Note A-1D Holder, or any subsequent holder of Note A-1D, together with its successors
and assigns.


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


“Note A-1E
Holder” shall mean the Initial Note A-1E Holder, or any subsequent holder of Note A-1E, together with its successors
and assigns.


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


“Note A-1F
Holder” shall mean the Initial Note A-1F Holder, or any subsequent holder of Note A-1F, together with its successors
and assigns.


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


“Note B Control
Appraisal Period” means any period, with respect to the Mortgage Loan, if and for so long as:


		(A)	(I)(1) the initial Principal Balance of Note B minus (2) the sum (without duplication)
of (x) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, Note B after
the 



 






    	 	 14	 



     


    







	 	 	date of creation of Note B, (y) any Appraisal Reduction Amount for the Mortgage Loan that is allocated to Note B and (z) any
losses realized with respect to any Mortgaged Property or the Mortgage Loan that are allocated to Note B, is less than
	 	 	 
		(II)	twenty-five percent (25%) of the remainder of the (i) initial Principal Balance of Note B
less (ii) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received by, the Note B
Holder on Note B after the date of creation of Note B; or



		(b)	any interest in the such 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 Note B Holder as the Controlling Noteholder.



“Note B Holder”
shall mean the Initial Note B Holder, and its successors-in-interest, or any subsequent holder of Note B.


“Note Default
Interest Spread” shall mean a rate per annum equal to the lesser of (i) the rate that, when added to the
weighted average of the Note Rates equals the maximum rate permitted by applicable law, or (ii) five percent (5%).


“Note Pledgee”
shall have the meaning assigned to such term in Section 19(e).


“Note Rate”
shall mean, with respect to each Note, the Note Rate set forth on the Mortgage Loan Schedule with respect to such Note.


“Note Register”
shall have the meaning assigned to such term in Section 21.


“Noteholder”
shall mean, collectively, the Initial Noteholders or any subsequent holder of the Notes.


“Operating
Advisor” shall have the meaning assigned to such term in the Servicing Agreement, as applicable.


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


“Penalty
Charges” shall mean any amounts actually collected on the Mortgage Loan from the Mortgage Loan Borrower that represent
default charges, penalty charges, late fees and/or Default Interest, and excluding any Prepayment Premium.


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






    	 	 15	 



     


    

“Permitted
Fund Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C
attached hereto and made a part hereof or any other nationally-recognized manager of investment funds investing in debt or equity
interests relating to commercial real estate, (ii) investing through a fund with committed capital of at least $100,000,000
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 19(e).


“Pooling
and Servicing Agreement” shall mean a “pooling and servicing agreement”, “trust and servicing agreement”
or similar agreement entered into in connection with a Securitization of a Note.


“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” shall mean, with respect to each Note, at any time of determination, the principal balance of such Note, as
set forth on the Mortgage Loan Schedule, less any payments of principal thereon (or any New Notes issued in substitution thereof)
received by the related Noteholder (or any holders of New Notes in substitution thereof) or reductions in such amount pursuant
to Section 3, 4 or 5, as applicable.


“Pro Rata
and Pari Passu Basis” shall mean with respect to each Note A-1 and the Note A-1 Holders, the allocation of any particular
payment, collection, cost, expense, liability or other amount between such Notes or such Noteholders, as the case may be, without
any priority of any such Note or any such Noteholder over another such Note or Noteholder, as the case may be, and in any event
such that each Note or Noteholder, as the case may be, is allocated its respective Percentage Interest of such particular payment,
collection, cost, expense, liability or other amount.


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


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


(a)               
an entity Controlled by, under common Control with or Controlling any of the Initial Senior Noteholders or the Initial Note
B Holder or their respective Affiliates; or


(b)              
one or more of the following:






    	 	 16	 



     


    

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


(ii)           
an investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule
144A under the Securities Act of 1933, as amended, or an “accredited investor” within the meaning of Rule 501(a)(1),
(2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended;


(iii)           
a Qualified Trustee (or in the case of a CLO, 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 loan obligations (“CLO”) secured by, or (c) a financing
through an “owner trust” of, any or all 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 that assigned a rating to one or more classes of securities issued in connection with such
securitization; (2) the special servicer of such Securitization Vehicle has a Required Special Servicer Rating (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 CLO, the CLO Asset Manager and, if applicable, each Intervening Trust Vehicle that is
not administered and managed by a CLO 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;


(iv)           
an investment fund, limited liability company, limited partnership or general partnership having capital and/or capital
commitments of at least $200,000,000, in which (A) any Noteholder, as applicable, (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 clause (c) below (with respect to an entity Controlled by an entity
referred to in 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);






    	 	 17	 



     


    

(v)           
an institution substantially similar to any of the foregoing; or


(vi)           
a private real estate fund investment trust established and authorized under the laws of Korea (an “Acquiring Korean
Trust”), so long (x) the beneficiaries of, and owners of not less than 51% of the equity interest in the Acquiring Korean
Trust are, directly or indirectly, Persons that are otherwise Qualified Institutional Lenders and satisfy the capital surplus/equity
and total asset requirements set for the below; and


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


(c)               
any entity Controlled 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.


Notwithstanding anything
in this definition of “Qualified Institutional Lender” to the contrary, any entity meeting the definition of “Qualified
Transferee” as contained in any intercreditor agreement entered into between the Noteholders and the holders of the Mezzanine
Loans, shall be deemed to be a Qualified Institutional Lender for all purposes of this Agreement.


“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 $100,000,000 and subject to supervision or
examination by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an
institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the
applicable Rating Agencies.


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






    	 	 18	 



     


    

“Rating Agency
Confirmation” shall have the meaning given thereto or any analogous term in the Servicing Agreement or Non-Lead Securitization
Agreement, as applicable, including any deemed or waived Rating Agency Confirmation.


“Recovered
Costs” shall mean any amounts referred to in clauses (d) and/or (e) of the definition of “Defaulted
Mortgage Loan Purchase Price” that, at the time of determination, had been previously paid or reimbursed to any Servicer
from sources other than collections on or in respect of the Mortgage Loan or the Mortgaged Property.


“Redirection
Notice” shall have the meaning assigned to such term in Section 19(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 and are in effect from time to time, but only to the extent compliance is required as of
the applicable date of determination, and subject to such clarification and interpretation as have been provided by the SEC or
by the staff of the SEC, or as may be provided by the SEC or its staff from time to time.


“Relative
Spread” shall mean, with respect to each Note, the ratio of the Note Rate for such Note to the Mortgage Loan Rate.


“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.


“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, that (a) the servicer confirms in writing that it was appointed to act
as, and currently serves as, special servicer on a transaction-level basis on the closing date of a commercial mortgage loan securitization
with respect to which Moody’s rated one or more classes of certificates and one or more of such classes of certificates are
still outstanding and rated by Moody’s, and (b) Moody’s has not cited servicing concerns with respect to such servicer
as the sole or a 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 rated by Moody’s in any other commercial mortgage-backed
securities transaction serviced by such servicer prior to the time of determination, (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, Fitch, DBRS
or KBRA and the trustee does not have actual knowledge that Morningstar has, and the replacement



    	 	 19	 



     


    

 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 included in a commercial mortgage loan securitization that was rated by DBRS, and DBRS has not downgraded or withdrawn the
then current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch
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.


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


“SEC”
shall mean the Securities and Exchange Commission.


“Securitization”
shall mean one or more sales by any Senior Noteholder of all or a portion of its respective 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 first Note or portion thereof is consummated.


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


“Senior Noteholders”
shall mean, collectively, the Initial Senior Noteholders or any subsequent holder of any Senior Note, as applicable.


“Senior Notes”
shall mean, collectively, each Note A-1.


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan, any
other Event of Default for which the Mortgage Loan is actually accelerated or any other Event of Default which causes the Mortgage
Loan to become a Specially Serviced Mortgage Loan, or any bankruptcy or insolvency event that constitutes an Event of Default;
provided, however, that unless the Servicer under the Servicing Agreement has notice or knowledge of such event at
least ten (10) Business Days prior to the applicable distribution date, distributions will be made sequentially beginning on the
subsequent distribution date; provided, further, that the aforementioned requirement of notice or knowledge will
not apply in the case of distribution of the final proceeds of a liquidation or final disposition of the Mortgage Loan. A Sequential
Pay Event shall no longer exist if it has been cured.


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






    	 	 20	 



     


    

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


“Servicing
Agreement” shall mean, with respect to the Mortgage Loan, (i) prior to the Securitization Date, the Interim Servicing
Agreement, and (ii) from and after the Securitization Date, the Lead Securitization Servicing Agreement.


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


“SGCMS 2019-PREZ
TSA” shall have the meaning assigned to such term in the preamble to this Agreement.


“SGCMS 2019-PREZ
Securitization” shall mean the Securitization of Note A-1 and Note B pursuant to the Servicing Agreement in connection
with the issuance of the SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates, Series
2019-PREZ.


“SGCMS 2019-PREZ
Securitization Date” shall mean the closing date of the SGCMS 2019-PREZ Securitization.


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


“Special
Servicing Loan Event” shall have the meaning assigned to such term in the Servicing Agreement.


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


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


“Transfer”
shall 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 repo financing or a Pledge in accordance with Section 19(e)).


“Trustee”
shall mean the bank or trust company as may be selected by the Depositor and approved by the Rating Agencies to act as trustee
or certificate administrator, as applicable, for the Lead Securitization.


“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,



    	 	 21	 



     


    


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).


“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.


Section 2.               
Servicing.


(a)               
Each Noteholder acknowledges and agrees that, as further provided in Section 5 of this Agreement, the Mortgage
Loan shall be serviced pursuant to the Servicing Agreement. Each Noteholder acknowledges that each other Noteholder may elect,
in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 24, reasonably
cooperate with a securitizing Noteholder at the securitizing 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 Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and
the Trustee under the Servicing Agreement by the Depositor 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 irrevocably appoints the Master Servicer, the Special Servicer and the Trustee in the 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 Securitization Servicing Agreement (subject at all times to the rights of the Noteholder
set forth herein and in the Servicing Agreement). In no event shall the Servicing Agreement require the Servicer to enforce the
rights of any Noteholder against another Noteholder or limit the Servicer in enforcing the rights of one Noteholder against the
other Noteholder; however, this statement shall not be construed to otherwise limit the rights of one Noteholder with respect to
the other Noteholder.


(b)              
The then Controlling Noteholder shall be entitled to exercise any notice and consent rights of the “directing holder,”
“directing certificateholder,” “controlling class,” “controlling class representative” or any
analogous class or holder under the Servicing Agreement except to the extent such Noteholder is expressly prohibited from exercising
such rights under the terms of this Agreement in its capacity as the Controlling Noteholder. In no event shall the Note B Holder
be entitled to exercise any rights of the “directing holder,” consulting class or any analogous class or holder under
the Securitization Servicing Agreement except to the extent such Note B Holder is given such rights under the terms of this Agreement
or the Servicing Agreement in its capacity as Controlling Noteholder.


(c)               
The Master Servicer shall be the master servicer of the Mortgage Loan, and from time to time it (or the Trustee, to the
extent provided in the Servicing Agreement) (i) shall be required to make Property Protection Advances and Administrative
Advances with



    	 	 22	 



     


    

 respect to the Mortgage Loan, subject to the terms of the Servicing Agreement and this Agreement, and (ii) may
be required to make P&I Advances on the Lead Securitization Note, if and to the extent provided in the Servicing Agreement
and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement
for a Property Protection Advance or Administrative Advance, first, from funds on deposit in the Collection Account or Companion
Distribution Account for the Mortgage Loan that (in any case) represent amounts received on or in respect of the Mortgage Loan,
and, then, in the case of Nonrecoverable Property Protection Advances or Nonrecoverable Administrative Advance, if such
funds on deposit in the Collection Account or Companion Distribution Account with respect to the Mortgage Loan are insufficient,
from general collections of the Lead Securitization as provided in the Servicing Agreement, as applicable, and from each Non-Lead
Securitization Noteholder as provided below. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be
entitled to reimbursement for Advance Interest Amounts on a Property Protection Advance, Administrative Advance, a Nonrecoverable
Property Protection Advance or Nonrecoverable Administrative Advance, in the manner and from the sources provided in the Servicing
Agreement, including from general collections of the Lead Securitization, as applicable, and, in the case of Property Protection
Advances or Administrative Advances, from general collections of each Non-Lead Securitization as provided herein. To the extent
the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from general collections of the Lead Securitization
as a reimbursement for a Nonrecoverable Property Protection Advance or Nonrecoverable Administrative Advance or any Advance Interest
Amounts on a Property Protection Advance, Administrative Advance, a Nonrecoverable Property Protection Advance or Nonrecoverable
Administrative Advance, each Non-Lead Securitization Noteholder shall be required to, promptly following notice from the Master
Servicer, reimburse (including from general collections or any other amounts from any Non-Lead Securitization Trust) the Lead Securitization
for its pro rata share of such Nonrecoverable Property Protection Advance, Nonrecoverable Administrative Advance or Advance
Interest Amounts (it being understood that the pro rata share payable by each Non-Lead Securitization Noteholder under this
paragraph would be determined by allocating such Nonrecoverable Property Protection Advance, Nonrecoverable Administrative Advance
or Advance Interest Amount, as the case may be, first, to the Note B Holder, and then, to the Note A-1 Holders, in
that order).


A Non-Lead Master
Servicer may be required to make P&I Advances on the related Non-Lead Securitization Note, from time to time, subject to the
terms of the applicable Non-Lead Servicing Agreement, the Servicing Agreement and this Agreement. The Master Servicer, the Special
Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the Lead Securitization Note based on the information that they have on hand and in accordance with the Servicing
Agreement. Each Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Trustee, as applicable, shall be entitled to make
its own recoverability determination with respect to a P&I Advance to be made on the related Non-Lead Securitization Note based
on the information that it has on hand and in accordance with the related Non-Lead Servicing Agreement. The Master Servicer and
the Trustee, as applicable, and each Non-Lead Master Servicer and Non-Lead Trustee, as applicable, shall be required to notify
the others of the amount of its P&I Advance within two (2) Business Days of making such advance. If the Master Servicer, the
Special Servicer or the Trustee, as applicable (with respect to the Lead



    	 	 23	 



     


    

 Securitization Note) or a Non-Lead Master Servicer, Non-Lead
Special Servicer or Non-Lead Trustee, as applicable (with respect to the related Non-Lead Securitization Note), determines that
a proposed P&I Advance, if made, would be non-recoverable or an outstanding P&I Advance is or would be non-recoverable,
or if the Master Servicer, the Special Servicer or the Trustee, as applicable, subsequently determines that a proposed P&I
Advance would be non-recoverable or an outstanding P&I Advance is or would be non-recoverable, then the Master Servicer or
the Trustee (as provided in the Servicing Agreement, in the case of a determination of non-recoverability by the Master Servicer,
the Special Servicer or the Trustee) or any Non-Lead Master Servicer or Non-Lead Trustee (as provided in the related Non-Lead Servicing
Agreement, in the case of the a determination of non-recoverability by such Non-Lead Master Servicer, Non-Lead Special Servicer
or Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or any Non-Lead Master Servicer and any Non-Lead Trustee,
as the case may be, of the other Securitizations within two (2) business days of making such determination. Each of the Master
Servicer, the Trustee, the related Non-Lead Master Servicer and the related Non-Lead Trustee, as applicable, will only be entitled
to reimbursement for a P&I Advance and advance interest thereon that becomes non-recoverable first from the Collection Account
or Companion Distribution Account from amounts allocable to the Note for which such P&I Advance was made, and then, if funds
are insufficient, (i) in the case of the Lead Securitization Note, from general collections of the Lead Securitization Trust, pursuant
to the terms of the Servicing Agreement and (ii) in the case of any Non-Lead Securitization Note, from general collections of the
related Securitization Trust, as and to the extent provided in the related Non-Lead Servicing Agreement.


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


(i)           
any payments received on the Mortgage Loan shall be paid by the Master Servicer to each of the other Noteholders on the
Master Servicer Remittance Date;


(ii)           
the Controlling Noteholder shall be entitled to receive, and the Master Servicer and the Special Servicer shall provide,
any information, relating to the Mortgage Loan, the Mortgage Loan Borrower or the Mortgaged Property as such Person may reasonably
request and in the possession of, or collected or known by, the Master Servicer or Special Servicer relating to the Mortgage Loan
and, in any event, all information that is required to be provided to the “Directing Certificateholder” or analogous
term under the Securitization Servicing Agreement but not limited to standard CREFC® reports, provided that if an
interest in Note B is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, then such Note B Holder 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 Securitization Servicing Agreement;


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






    	 	 24	 



     


    

(iv)           
the Securitization Servicing Agreement may not be amended without the consent of the Non-Lead Securitization Noteholders
or the Note B Holder if such amendment would materially and adversely affect the Mortgage Loan or the rights of the Non-Lead Securitization
Noteholders or the Note B Holder with respect thereto; and


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


(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)               
Each Servicer shall be required pursuant to the Servicing Agreement to service the Mortgage Loan in accordance with Accepted
Servicing Practices, the terms of the Mortgage Loan Documents, the Servicing Agreement, this Agreement and applicable law, shall
provide information to each Non-Lead Servicer to enable such Non-Lead Servicer to perform its servicing duties under the related
Non-Lead Servicing Agreement and shall not take any action or refrain from taking any action or follow any direction inconsistent
with the foregoing.


(g)              
At any time that the Mortgage Loan is no longer subject to the provisions of the Servicing Agreement, the Noteholders agree
to cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Noteholders, pursuant
to a servicing agreement that has servicing terms substantially similar to the Servicing Agreement and all references herein to
the “Servicing Agreement” shall mean such subsequent servicing agreement; provided, however, that if
any Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation shall have been obtained from each Rating
Agency, provided, further, however, that until a replacement servicing agreement has been entered into, the
Lead Securitization Noteholder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement
as if such agreement were still in full force and effect with respect to the Mortgage Loan, by the Servicer in the Lead Securitization
or by any Person appointed by the Lead Securitization Noteholder that is a qualified servicer meeting the requirements of the Servicing
Agreement.


(h)              
[Reserved]


(i)                
Each Non-Lead Securitization Noteholder, if its Non-Lead Securitization Note is included in a Securitization, shall cause
the applicable Non-Lead Servicing Agreement to contain provisions to the effect that:


(i)           
the Non-Lead Securitization Noteholder shall be responsible for its pro rata share of any Property Protection Advances
and Administrative Advances (and advance interest thereon) and any additional trust fund expenses, but only to the extent that
they relate to servicing and administration of the Notes and the Mortgaged Property, including without limitation, any unpaid Special
Servicing Fees, Liquidation Fees and Workout



    	 	 25	 



     


    

 Fees relating to the Notes, and that in the event that the funds received with respect
to such Non-Lead Securitization Noteholder’s respective Note are insufficient to cover such pro rata share of any
Property Protection Advances, Administrative 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 Servicing Agreement for the Non-Lead Securitization
Noteholder’s pro rata share of any such Nonrecoverable Property Protection Advances or Nonrecoverable Administrative
Advances (together with advance interest thereon) and/or additional trust fund expenses (including compensation due to the Master
Servicer and the Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged
Property), 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 Servicing Agreement
for the Non-Lead Securitization Noteholder’s pro rata share of any such Nonrecoverable Property Protection Advances
or Nonrecoverable Administrative Advances (together with advance interest thereon) and/or additional trust fund expenses (including
compensation due to the Master Servicer and the Special Servicer to the extent related to the servicing and administration of the
Mortgage Loan and the Mortgaged Property); provided that it being understood that the pro rata share payable by such
Non-Lead Securitization Noteholder under this paragraph would be determined by allocating such Property Protection Advances, Administrative
Advances, Nonrecoverable Property Protection Advance, Nonrecoverable Administrative Advances and/or additional trust fund expenses
(solely to the extent specifically related to the servicing and administration of the Mortgage Loan and Mortgaged Property and
not including compensation due to the Master Servicer and Special Servicer), as the case may be, first, to the Note B Holder,
and then, to the Note A-1 Holders, in that order; provided further that the pro rata share payable by such
Non-Lead Securitization Noteholder under this paragraph would be determined by allocating additional trust expenses that represent
compensation due to the Master Servicer or Special Servicer to the applicable Note A-1;


(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 the Mortgage Loan 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 Collection Account (as defined in the Servicing Agreement)
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



    	 	 26	 



     


    

 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 Servicing Agreement (it being understood that the pro rata share payable by such Non-Lead Securitization Noteholder
under this paragraph would be determined by allocating such Indemnified Items, first, to the Note B Holder, and then,
to the Note A-1 Holders, in that order);


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


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


(j)                
[Reserved]


(k)              
[Reserved]


(l)                
[Reserved]


(m)            
The Servicing Agreement shall contain the provisions as set forth in Schedule I to this Agreement.


(n)              
[Reserved]


(o)              
Each Non-Lead Securitization Noteholder shall give each of the parties to the Servicing Agreement (that will not also be
a party to the applicable Non-Lead Servicing Agreement) notice (which may be by email) of the Securitization of the related Note
prior to the closing date for such Securitization. Such notice shall contain contact information for each of the parties to any
Non-Lead Servicing Agreement. In addition, after such Securitization, such Noteholders shall send a copy of the related Non-Lead
Servicing Agreement to each of the parties to the Servicing Agreement.


Section 3.               
Subordination of Certain Notes; Payments Prior to a Sequential Pay Event. Note B and the right of the Note B Holder
to receive payments of interest, principal and other amounts with respect to Note B shall at all times be junior, subject and subordinate
to each Note A-1 and the right of each Note A-1 Holder to receive payments of interest, principal and other amounts with respect
to each Note A-1.






    	 	 27	 



     


    

If no Sequential Pay
Event, as determined by the applicable Servicer, shall have occurred and be continuing, 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, Insurance Proceeds
or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged
Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, 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, Operating Advisor, Asset Representations Reviewer,
Certificate Administrator or Trustee with respect to the Mortgage Loan (including any Penalty Charges) pursuant to the Servicing
Agreement, shall be applied by the Lead Securitization Noteholder (or its designee) and distributed by the Servicer for payment
in the following order of priority without duplication (and payments shall be made on the Master Servicer Remittance Date or at
such other times as are set forth in the Servicing Agreement):


(a)               
first, to the Note A-1 Holders, on a Pro Rata and Pari Passu Basis, in an amount equal to the accrued and unpaid
interest (other than Default Interest) on the Principal Balance of the applicable Note A-1 at the applicable Net Note Rate;


(b)              
second, to the Note A-1 Holders, on a Pro Rata and Pari Passu Basis, in an amount equal to the Percentage Interest
of the related Note A-1 of principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage
Loan; provided, that with respect to any Insurance Proceeds or Condemnation Proceeds payable as principal to the Noteholders
pursuant to this Section 3, 100% of such Insurance Proceeds and/or Condemnation Proceeds shall be distributed to the
Note A-1 Holders, on a Pro Rata and Pari Passu Basis, until their Principal Balances have been reduced to zero;


(c)   
third, to the Note A-1 Holders, on a Pro Rata and Pari Passu Basis, up to the amount of any unreimbursed costs and
expenses paid by each Note A-1 Holder, including any Recovered Costs not previously reimbursed to such Noteholder (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, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or Mortgaged Property exceed
the amounts required to be applied in accordance with the foregoing clauses (a)-(c) and, as a result of a Workout, the Principal
Balance of each Note A-1 has been reduced, such excess amount shall be paid to the Note A-1 Holders, on a Pro Rata and Pari Passu
Basis, in an amount up to the reduction, if any, of the Principal Balance of the applicable Note A-1 as a result of such Workout,
plus interest on such amount at the related Net Note Rate;






    	 	 28	 



     


    

(e)               
fifth, to the Note A-1 Holders, on a Pro Rata and Pari Passu Basis, in an amount equal to the product of (i) the
Percentage Interest of the applicable Note A-1 multiplied by (ii) the applicable Relative Spread, and (iii) any Prepayment Premium
to the extent paid by the Mortgage Loan Borrower;


(f)               
sixth, [Reserved];


(g)              
seventh, to the Note B Holder in an amount equal to the accrued and unpaid interest (other than Default Interest)
on the Principal Balance of Note B at the applicable Net Note Rate;


(h)              
eighth, to the Note B Holder in an amount equal to the Percentage Interest of the Note B of principal payments received,
if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan; provided, that with respect to any
Insurance Proceeds or Condemnation Proceeds payable as principal to the Noteholders pursuant to this Section 3, the
portion of such Insurance Proceeds and/or Condemnation Proceeds remaining after distribution to each Note A-1 pursuant to Section 3(b)
above shall be distributed to the Note B Holder until its Principal Balance has been reduced to zero;


(i)                
ninth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note multiplied
by (ii) the applicable Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


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


(k)              
eleventh, 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 the Noteholders, pro rata, based on their respective Percentage Interests;


(l)                
twelfth, to pay Penalty Charges then due and owing under the Mortgage Loan, all of which will be applied in accordance
with the Lead Securitization Servicing Agreement; and


(m)            
thirteenth, 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)-(l), any remaining amount shall be paid pro rata to the Noteholders
in accordance with their respective initial Percentage Interests.






    	 	 29	 



     


    

Section 4.               
Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in
accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable
Servicer and as set forth in the Servicing Agreement, shall have occurred and be continuing, 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 (including without limitation amounts received by the Master Servicer or Special
Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received
in the form of Monthly Payments, any proceeds from the sale or distribution of any Foreclosed Property, the Balloon Payment, Liquidation
Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Insurance
Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the
Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the
extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the
Mortgage Loan Documents deemed appropriate by the Servicer in accordance with Accepted Servicing Practices to continue 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 Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer,
Operating Advisor, Asset Representations Reviewer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant
to the Servicing Agreement, shall be distributed by the Servicer in the following order of priority without duplication (and payments
shall be made on the Master Servicer Remittance Date or at such other times as are set forth in the Servicing Agreement):


(a)               
first, to the Note A-1 Holders, on a Pro Rata and Pari Passu Basis, in an amount equal to the accrued and unpaid
interest (other than Default Interest) on the Principal Balance of the applicable Note A-1 at the applicable Net Note Rate;


(b)              
second, to the Note A-1 Holders, on a Pro Rata and Pari Passu Basis, until the Principal Balances of the related
Notes have been reduced to zero;


(c)   
third, to the Note A-1 Holders, on a Pro Rata and Pari Passu Basis, up to the amount of any unreimbursed costs and
expenses paid by each Note A-1 Holder, including any Recovered Costs not previously reimbursed to such Noteholder (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, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or Mortgaged Property exceed
the amounts required to be applied in accordance with the foregoing clauses (a)-(c) and, as a result of a Workout, the Principal
Balance of each Note A-1 has been reduced, such excess amount shall be paid to the Note A-1 Holders, on a Pro Rata and Pari Passu
Basis, in an amount up to the reduction, if any, of the Principal Balance of the applicable Note A-1 as a result of such Workout,
plus interest on such amount at the related Net Note Rate;






    	 	 30	 



     


    

(e)               
fifth, to the Note A-1 Holders, on a Pro Rata and Pari Passu Basis, in an amount equal to the product of (i) the
Percentage Interest of the applicable Note A-1 multiplied by (ii) the applicable Relative Spread, and (iii) any Prepayment
Premium to the extent paid by the Mortgage Loan Borrower;


(f)               
sixth, [Reserved];


(g)              
seventh, to the Note B Holder in an amount equal to the accrued and unpaid interest (other than Default Interest)
on the Principal Balance of Note B at the applicable Net Note Rate;


(h)              
eighth, to the Note B Holder, until the Principal Balance of Note B has been reduced to zero;


(i)                
ninth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note multiplied
by (ii) the applicable Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


(j)                
tenth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or Mortgaged Property exceed
the amounts required to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout, the Principal
Balance of 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 of Note B as a result of such Workout, plus interest on such amount at the applicable Net Note Rate;


(k)              
eleventh, 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 the Noteholders, pro rata, based on their respective Percentage Interests;


(l)                
twelfth, to pay Penalty Charges then due and owing under the Mortgage Loan, all of which will be applied in accordance
with the Lead Securitization Servicing Agreement; and


(m)            
thirteenth, 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)-(l), any remaining amount shall be paid pro rata to the Noteholders
in accordance with their respective Percentage Interests.


Section 5.               
Administration of the Mortgage Loan.


(a)               
Subject to this Agreement (including, without limitation, Section 5(g) below) and the Servicing Agreement, the
Lead Securitization Noteholder (or the 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



    	 	 31	 



     


    

 Mortgage Loan,
including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent
to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive
any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy and no 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. Subject to this Agreement and the Servicing Agreement
(including, without limitation, Section 5(g) below), each of the Non-Lead Securitization Noteholders and the Note B
Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Lead Securitization
Noteholder (or the Servicer acting on behalf of the Lead Securitization Noteholder) the rights, if any, that the Non-Lead Securitization
Noteholders and the Note B Holder have 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 the Servicer acting on behalf of the Lead Securitization Noteholder) shall not
have any fiduciary duty to the Non-Lead Securitization Noteholders and the Note B Holder 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 Specially Serviced Mortgage Loan and the determination by the Special Servicer to sell the Lead Securitization
Note in accordance with the Servicing Agreement, each 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 the Non-Lead Securitization
Notes and Note B 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 sell the applicable Notes in the manner set forth in the Servicing Agreement and
shall require that all offers be submitted to the Trustee or Special Servicer, as applicable, in accordance with the terms of the
Servicing Agreement. Whether any cash offer constitutes a fair price for the applicable Notes shall be determined by the Trustee
or Special Servicer, as applicable, in accordance with the terms of the Servicing Agreement. The Lead Securitization Noteholder
(or the Special Servicer acting on behalf of the Lead Securitization Noteholder) shall not be permitted to sell the Mortgage Loan
if it becomes a Specially Serviced Mortgage Loan without the written consent of each Non-Lead Securitization Noteholder (provided
that such consent is not required if any Non-Lead Securitization Noteholder is the Mortgage Loan Borrower or an affiliate of the
Mortgage Loan Borrower) unless the Special Servicer has delivered to the Non-Lead Securitization Noteholders: (a) at least
fifteen (15) Business Days’ prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least
ten (10) days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages)
received by the Special Servicer in connection with any such proposed sale, (c) at least ten (10) days prior to the proposed
sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the Mortgage File reasonably requested
by any Non-Lead Securitization Noteholder that are material to the sale price of the Mortgage Loan and



    	 	 32	 



     


    

 (d) until the sale
is completed and a reasonable period of time (but no less time than is afforded to other offerors and the Controlling Class Representative
(as such term is defined in the Servicing Agreement)) prior to the proposed sale date, all information and other documents being
provided to other offerors and all leases or other documents that are approved by any Servicer in connection with the proposed
sale; provided, however, that any such Non-Lead Securitization Noteholder may waive any of the delivery or timing
requirements set forth in this sentence as to itself. Subject to the foregoing, any Non-Lead Securitization Noteholder, any Non-Lead
Securitization Controlling Class Representative and any B Noteholder shall be permitted to submit an offer at any sale of the Mortgage
Loan unless such Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


Each Noteholder
hereby irrevocably 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 Noteholder set forth herein and in the Servicing
Agreement).


Each Non-Lead
Securitization Noteholder and the Note B Holder each 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 its proxy, for the purpose
of soliciting and accepting offers for and consummating the sale of the Non-Lead Securitization Notes and Note B. Each Non-Lead
Securitization Noteholder and the Note B Holder each further agrees that, upon the request of the Lead Securitization Noteholder,
it 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 the related original of its Note, endorsed in blank, to or at the direction
of the Lead Securitization Noteholder in connection with the consummation of any such sale.


(b)              
The Controlling Noteholder (or its Controlling Noteholder Representative) shall have, with respect to the Mortgage Loan,
all of the same rights and powers the Controlling Class Representative has under the Servicing Agreement with respect to the Mortgage
Loan, including without limitation, the right to consent and/or consult regarding Major Decisions and other servicing matters,
the right to advise (1) the Special Servicer with respect to the Specially Serviced Mortgage Loan and (2) the Special Servicer
with respect to non-Specially Serviced Mortgage Loan as to all matters for which the Master Servicer must obtain the consent or
deemed consent of the Special Servicer, and the right to direct the Special Servicer to take, or to refrain from taking, such other
actions with respect to the Mortgage Loan as the Controlling Class Representative may deem advisable or as to which provision is
otherwise made therein, in each case subject to the terms and conditions of the Servicing Agreement.


(c)               
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 Servicer shall service the Mortgage Loan in accordance with the
terms of this Agreement, including without limitation the rights of the Note B Holder set forth in Section 5(g) below.
Servicing of the Mortgage Loan shall be carried out by the Master Servicer



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 and, if the Mortgage Loan is a Specially Serviced Mortgage
Loan, by the Special Servicer, in each case pursuant to the Servicing Agreement and this Agreement. 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 Accepted Servicing Practices,
taking into account the interests of the Note A-1 Holders and the Note B Holder (it being understood that the interests of the
Note B Holder is a junior Note interest, subject to the terms and conditions of this Agreement), and any Non-Lead Securitization
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 5(c) shall not limit or modify
the rights of the Controlling Noteholder and/or the Controlling Noteholder Representative to exercise their respective rights specifically
set forth under this Agreement.


(d)              
Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement
and this Agreement (including, without limitation, Section 6), if the Servicer (on behalf of the Noteholders) 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 Mortgage Loan 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 Mortgage Loan Rate or increase in scheduled amortization payments) is made to any of the terms of the Mortgage
Loan, all payments to the Note A-1 Holders pursuant to Section 3 and Section 4, as applicable, shall be
made as though such Workout did not occur, with the payment terms of each Note A-1 remaining the same as they are on the date hereof,
and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such Workout
shall be borne, first, by the Note B Holder (up to its Principal Balance, together with accrued interest thereon at the
applicable Note Rate and any other amounts due to the Note B Holder), and then, by the Note A-1 Holders, on a
Pro Rata and Pari Passu Basis (up to their respective Principal Balances, together with accrued interest thereon at the applicable
Note Rate and any other amounts due to each Note A-1 Holder, as applicable). Any recoveries in connection with a workout of
the Mortgage Loan will be allocated first, to the Note A-1 Holders, on a Pro Rata and Pari Passu Basis, based on their respective
Principal Balances (up to their respective Principal Balances, together with accrued interest thereon at the applicable Note Rate
and any other amounts due to each Note A-1 Holder, as applicable), and then, to the Note B Holder (up to its Principal Balance,
together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note B Holder). Subject
to the Servicing Agreement and this Agreement (including without limitation Section 6), in the case of any modification
or amendment described above, the Servicer (on behalf of the Noteholders) shall have the sole authority and ability to revise the
payment provisions set forth in Section 3 and Section 4 above in a manner that reflects the subordination
of Note B to each Note A-1 with respect to the loss that is the result of such amendment or modification, including:
(i) the ability to increase the aggregate Percentage Interests of each Note A-1 and Note B in a manner that reflects a loss
in principal as a result of such amendment or modification and (ii) the ability to change the Note Rate with respect to any
Note, in order to reflect a reduction in the Mortgage Loan Rate of the Mortgage Loan but shall not be permitted to change the order
of the clauses set forth in Section 3 and Section 4 hereof. Notwithstanding the foregoing, if any



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 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 shall be deemed not to be due on the original maturity date of the Mortgage Loan but shall be deemed due on the
extended maturity date of the Mortgage Loan.


(e)               
All rights and obligations of the Lead Securitization Noteholder described hereunder may be exercised by the Servicer on
behalf of the Lead Securitization Noteholder in accordance with the Servicing Agreement and this Agreement.


(f)               
If any Note is included as an asset of a REMIC, then, 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) the Lead Securitization Noteholder may not 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 Lead Securitization Noteholder 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 any of the Notes (or any portion
thereof). The Noteholders agree that the provisions of this Section 5(f) 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 5(f), 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 solely by each Senior Note on a pro rata and pari passu basis.


A Noteholder shall
not be required to reimburse any other Noteholder or any other Person for the payment of the following items related to any REMIC
that does not include such Noteholder’s Note: (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to
the administration of such REMIC or to any determination respecting the amount, payment or avoidance of any tax under such REMIC
or (iii) any advances for any of the foregoing or any interest thereon or for deficits in other items of disbursement or income
resulting from the use of funds for payment of any such taxes, costs or expenses or advances, nor shall any disbursement or payment
otherwise distributable to the other Noteholders be reduced to offset or make-up any such payment or deficit.


(g)              
If any consent, modification, amendment or waiver under or other action in respect of the Mortgage Loan (whether or not
a Special Servicing Loan Event has occurred and is continuing) that would constitute a Major Decision has been requested or proposed,
prior



    	 	 35	 



     


    

 to the occurrence of a Control Termination Event (as defined in the Servicing Agreement), the Special Servicer may not take
any action constituting a Major Decision (or consent to the taking of any such action by the Servicer) without providing at least
ten (10) Business Days’ prior notice of such action to the Directing Holder in accordance with the terms of the Servicing
Agreement and obtaining the consent of the Directing Holder (or its deemed consent, in the event the Directing Holder has not objected
to such action within such ten (10) Business Day period) in accordance with the terms of the Servicing Agreement.


If the Servicer has
not received a response from the Controlling Noteholder (or its Controlling Noteholder Representative) with respect to such Major
Decision within five (5) Business Days after delivery of the notice of a Major Decision, the Servicer 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 Controlling Noteholder Representative) fails to respond to the Servicer with respect
to any such proposed action within five (5) Business Days after receipt of such second notice, the Controlling Noteholder (or its
Controlling Noteholder Representative), as applicable, shall have no further consent rights with respect to such action.


Notwithstanding the
foregoing, if the Servicer or the Special Servicer, as applicable, in accordance with Accepted Servicing Practices, determines
that immediate action is necessary to protect the Mortgaged Property or the interests of the Noteholders (as a collective whole)
with respect to any Major Decision, the Servicer or the Special Servicer, as applicable, may take such action notwithstanding the
time periods set forth above, if the Servicer or the Special Servicer, as applicable, has first made a reasonable effort to contact
the Controlling Noteholder (or its Controlling Noteholder Representative).


Notwithstanding the
foregoing, the Servicer shall not follow any advice or consultation provided by the Controlling Noteholder (or its Controlling
Noteholder Representative) that would require or cause the Servicer to violate any applicable law, including the REMIC Provisions,
be inconsistent with Accepted Servicing Practices, require or cause the Servicer to violate provisions of this Agreement or the
Servicing Agreement, require or cause the Servicer to violate the terms of the Mortgage Loan, or materially expand the scope of
any Servicer’s responsibilities under this Agreement.


(h)              
Notwithstanding the foregoing, during the continuation of a Note B Control Appraisal Period, the Lead Securitization
Noteholder (or the Servicer acting on its behalf) shall be required:


(i)       to
provide copies of any notice, information and report that it is required to provide to the Controlling Class Representative pursuant
to the Servicing Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an
Asset Status Report relating to the Mortgage Loan, to each Non-Controlling Noteholder (or its controlling class representative),
within the same time frame it is required to provide to the Controlling Class Representative (for this purpose, without regard
to whether such items are actually required to be provided to the Controlling Class Representative under the Servicing Agreement
due to the occurrence of



    	 	 36	 



     


    

 a Control Termination Event (as defined in the Servicing Agreement) or a Consultation Termination Event
(as defined in the Servicing Agreement)); and


(ii)       to
consult with each Non-Controlling Noteholder (or its controlling class representative) on a strictly non-binding basis, to the
extent having received such notices, information and reports, such Non-Controlling Noteholder (or its controlling class representative)
requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an
Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Controlling Noteholder
(or its controlling class representative); provided that after the expiration of a period of ten (10) Business Days from
the delivery to the Non-Controlling Noteholders (or their respective controlling class representatives) by the Lead Securitization
Noteholder of written notice of a proposed action, together with copies of the notice, information and report required to be provided
to the Controlling Class Representative, the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall no longer
be obligated to consult with the Non-Controlling Noteholders (or their respective controlling class representatives), whether or
not the Non-Controlling Noteholders (or their respective controlling class representatives) have responded within such ten (10)
Business Day period (unless, the Lead Securitization Noteholder (or the Servicer acting on its behalf) proposes a new course of
action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall
be deemed to begin anew from the date of such proposal and delivery of all information relating thereto).


Notwithstanding the
consultation rights of the Non-Controlling Noteholders (or their respective controlling class representatives) set forth in the
immediately preceding sentence, the Lead Securitization Noteholder (or Servicer acting on its behalf) may make any Major Decision
or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period
if the Lead Securitization Noteholder (or Servicer acting on its behalf) determines that immediate action with respect thereto
is necessary to protect the interests of the Noteholders. In no event shall the Lead Securitization Noteholder (or Servicer acting
on its behalf) be obligated at any time to follow or take any alternative actions recommended by a Non-Controlling Noteholder (or
its controlling class representative).


In addition to the
consultation rights of the Non-Controlling Noteholders (or their respective controlling class representatives) during the continuation
of a Note B Control Appraisal Period, as provided in the immediately preceding paragraph, the Non-Controlling Noteholders
shall have the right to attend annual meetings (either telephonically or in person, in the discretion of the Servicer) with the
Lead Securitization Noteholder (or the Servicer acting on its behalf) at the offices of the Servicer, as applicable, upon reasonable
notice and at times reasonably acceptable to the Servicer, as applicable, in which servicing issues related to the Mortgage Loan
are discussed.


Notwithstanding the
foregoing, any Non-Controlling Noteholder that is the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower shall
not have or be entitled to exercise any information or consultation rights granted to a Non-Controlling Noteholder hereunder.






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(i)                
[Reserved]


(j)                
The 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.


(k)              
Following Securitization of a Non-Lead Securitization Note, all notices, reports, information or other deliverables required
to be delivered to the related Non-Lead Securitization Noteholder or the related Non-Controlling 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 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 Servicing Agreement) and,
when so delivered to such Non-Lead Master Servicer and 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.


Section 6.               
Appointment of Controlling Noteholder Representative.


(a)               
The Controlling Noteholder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the Mortgage Loan (the “Controlling Noteholder Representative”).
The Controlling Noteholder shall have the right in its sole discretion at any time and from time to time to remove and replace
the Controlling Noteholder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement,
the Controlling Noteholder may, at its option, in each case, act through the Controlling Noteholder Representative. The Controlling
Noteholder Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage
Loan Borrower), including, without limitation, the Controlling Noteholder, any officer or employee of the Controlling Noteholder,
any Affiliate of the Controlling Noteholder or any other unrelated third party. No such Controlling Noteholder Representative 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 Controlling Noteholder Representative acting
on behalf of the Controlling Noteholder. No Servicer, Operating Advisor, Asset Representations Reviewer, Trustee or Certificate
Administrator acting on behalf of the Lead Securitization Noteholder shall be required to recognize any Person as an Controlling
Noteholder Representative until the Controlling Noteholder has notified each Servicer, Operating Advisor, Asset Representations
Reviewer, Trustee and Certificate Administrator of such appointment and, if the Controlling Noteholder Representative is not the
same Person as the Controlling Noteholder, the Controlling Noteholder Representative provides each Servicer, Operating Advisor,
Asset Representations Reviewer, Trustee and Certificate Administrator with written confirmation of its acceptance of such appointment,
an address and facsimile number for the delivery of notices and other correspondence and a list of officers or employees of such
person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers).
The Controlling Noteholder shall promptly deliver such information to each Servicer, Operating Advisor, Asset Representations Reviewer,
Trustee and Certificate Administrator. If the Lead Securitization Noteholder is the Controlling Noteholder, no Controlling Noteholder



    	 	 38	 



     


    


Representative shall be appointed and the rights of the Lead Securitization Noteholder exercisable by the Controlling Class Representative
shall be as set forth in the Servicing Agreement. Similarly, if the Lead Securitization Noteholder is the Controlling Noteholder,
the rights of each Non-Lead Securitization Noteholder shall be exercisable by a controlling class representative or directing holder
as set forth in the related Non-Lead Servicing Agreement.


(b)              
Neither the Controlling Noteholder Representative nor the Controlling Noteholder shall have any liability to the other Noteholders
or any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure
to give any consent pursuant to this Agreement or the Servicing Agreement, or errors in judgment, absent any loss, liability or
expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The Noteholders agree that the Controlling
Noteholder Representative and the Controlling Noteholder (whether acting in place of the Controlling Noteholder Representative
when no Controlling Noteholder Representative shall have been appointed hereunder or otherwise exercising any right, power or privilege
granted to the Controlling Noteholder hereunder) may take or refrain from taking actions, or give or refrain from giving consents,
that favor the interests of one Noteholder over the other Noteholder, and that the Controlling Noteholder Representative 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 Controlling Noteholder Representative or the Controlling Noteholder, as the case may be,
agree to take no action against the Controlling Noteholder Representative, the 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
Controlling Noteholder Representative nor the 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, or having given any consent or having failed to give any consent, solely in
the interests of any Noteholder.


(c)               
If the Lead Securitization Noteholder is the Controlling Noteholder, the Non-Lead Securitization Noteholders and the Note
B Holder (in the case of the Note B Holder, solely to the extent Note B is no longer included in the Lead Securitization Trust)
acknowledge and agree (i) all of the aforementioned rights and obligations of the Controlling Noteholder and the Controlling Noteholder
Representative set forth in Section 5(g) and 5(h) and this Section 6 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 and (ii) the Controlling Class Representative may exercise all rights with respect to the Mortgage Loan and any decisions
or consents or other powers with respect thereto as are set forth in the Servicing Agreement.


(d)          
With respect to any Non-Controlling Note, 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 any particular
“Non-Controlling Noteholder” herein or under the Servicing Agreement and, (x) to the extent that the related Non-Lead
Servicing Agreement assigns such rights to more than one party, or (y) to the extent a Non-Controlling Note is split into two or
more New Notes pursuant to Section 40, for purposes of this Agreement, the Non-Lead Servicing Agreement or the holders



    	 	 39	 



     


    

 of
such New Notes 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); 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-Controlling Noteholder with respect
to such Non-Controlling Note, as the Non-Controlling Noteholder for such Non-Controlling Note for all purposes of this Agreement.
As of the date hereof and until further notice from a Non-Lead Securitization Noteholder (or the Non-Lead Master Servicer or another
party acting on its behalf), the Note A-1A Holder is the Non-Controlling Noteholder with respect to Note A-1A, the Note A-1B Holder
is the Non-Controlling Noteholder with respect to Note A-1B, the Note A-1C Holder is the Non-Controlling Noteholder with respect
to Note A-1C, the Note A-1D Holder is the Non-Controlling Noteholder with respect to Note A-1D, the Note A-1E Holder is the Non-Controlling
Noteholder with respect to Note A-1E and the Note A-1F Holder is the Non-Controlling Noteholder with respect to Note A-1F.


Section 7.               
Special Servicer. The Controlling Noteholder (or its Controlling Noteholder Representative), 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 to appoint the Special Servicer with respect to the Mortgage Loan; provided that
either (x) any Special Servicer appointed by the Controlling Noteholder (or its Controlling Noteholder Representative) shall have
the Required Special Servicer Rating or (y) the Controlling Noteholder (or its Controlling Noteholder Representative) shall have
received Rating Agency Confirmation with respect to the appointment of such Special Servicer from each Rating Agency then rating
a Securitization. The Controlling Noteholder (or its Controlling Noteholder Representative) 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 notice to the Special Servicer (provided, however, that the Controlling Noteholder and/or Controlling
Noteholder Representative shall not be liable for any termination or similar fee in connection with the removal of the Special
Servicer in accordance with this Section 7) and satisfaction of the other conditions to such replacement as set forth in
the Servicing Agreement.


If a Servicer Termination
Event on the part of the Special Servicer has occurred that affects a Non-Controlling Noteholder, such Non-Controlling Noteholder
shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust,
the Controlling Noteholder) to terminate the Special Servicer under the Servicing Agreement (or at any time that the Mortgage Loan
is no longer subject to the provisions of the Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage
Loan is being serviced) solely with respect to the Mortgage Loan pursuant to and in accordance with the terms of the Servicing
Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the Servicing Agreement, the successor
servicing agreement pursuant to which the Mortgage Loan is being serviced). The Controlling Noteholder shall be entitled to appoint
a replacement special servicer in connection with a termination of the Special Servicer at the direction of a Non-Controlling Noteholder,
subject to the satisfaction of the requirements of the Servicing Agreement and this Agreement. The Controlling Noteholder and the
Non-Controlling Noteholders acknowledge and agree that any successor special servicer



    	 	 40	 



     


    

 appointed to replace the Special Servicer
with respect to the Mortgage Loan that was terminated for cause at a Non-Controlling Noteholder’s direction cannot at any
time be the person (or an Affiliate thereof) that was so terminated without the prior written consent of such Non-Controlling Noteholder.
The Non-Controlling Noteholder that directs the Trustee to terminate the Special Servicer shall be solely responsible for reimbursing
the Trustee’s or the Controlling Noteholder’s, as applicable, costs and expenses for such termination and replacement,
if not paid within a reasonable time by the terminated special servicer and, in the case of the Trustee, that would otherwise be
reimbursed to the Trustee from amounts on deposit in the Collection Account or Companion Distribution Account.


For the avoidance
of doubt, in no event will the rights of the Non-Controlling Noteholders set forth in the immediately preceding paragraph in any
way limit or diminish the rights of the Controlling Noteholder otherwise set forth in this Section 7.


Section 8.               
Payment Procedure.


(a)               
The Lead Securitization Noteholder (or the Servicer on its behalf), in accordance with the priorities set forth in Section
3 or Section 4, as applicable, and subject to the terms of the Servicing Agreement, shall 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 acting on its behalf) shall deposit such amounts
to the applicable account within two (2) Business Days following receipt of properly identified and available funds by the Lead
Securitization Noteholder (or the Servicer acting on its behalf) 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, the 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 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
(or the Servicer on its behalf) shall have been required to pay to any Mortgage Loan Borrower, the Lead Securitization Noteholder,
Master Servicer, Special Servicer 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 a Non-Lead Securitization
Noteholder or Note B Holder (to the extent Note B is no longer included in the Lead Securitization Trust) 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



    	 	 41	 



     


    

 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 the applicable Non-Lead
Securitization Noteholder, the applicable Non-Lead Securitization Noteholder or Note B Holder (to the extent Note B is no longer
included in the Lead Securitization Trust) shall, 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. The Lead Securitization Noteholder (or the Servicer
on its behalf) shall have the right to offset any amounts due hereunder from any Noteholder with respect to the Mortgage Loan against
any future payments due to such Noteholder under the Mortgage Loan, provided, that each Noteholder’s obligations under
this Section 8 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 of the Noteholder against the other Noteholders. Each Noteholder’s
obligations under this Section 8 constitute absolute, unconditional and continuing obligations.


Section 9.               
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 Noteholders acknowledge
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, Accepted Servicing Practices, 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 Non-Lead Securitization Noteholders and the Note
B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Non-Lead
Securitization Noteholders or the Note B Holder (to the extent Note B is no longer included in the Lead Securitization Trust) 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 described above; provided, however, that the Servicer must act in accordance
with Accepted Servicing Practices.


The Noteholders acknowledge
that, subject to the terms and conditions hereof and the obligations of the Non-Lead Securitization Noteholders (including any
Non-Lead Servicer) to comply with, and except as otherwise required by, Accepted Servicing Practices, the Non-Lead Securitization
Noteholders (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that a Non-Lead Securitization Noteholder
may have under this Agreement and the applicable Non-Lead Servicing Agreement in a manner that may be adverse to the interests
of the other Noteholders and that each Non-Lead Securitization Noteholder (including



    	 	 42	 



     


    

 any Non-Lead Servicer) shall have no liability
whatsoever to the other Noteholders in connection with such Non-Lead Securitization Noteholders’ exercise of rights or any
omission by the Non-Lead Securitization Noteholders to exercise such rights other than as described above; provided, however,
that the Non-Lead Servicer must act in accordance with Accepted Servicing Practices.


To the extent Note
B is no longer included in the Lead Securitization Trust, the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders
acknowledge that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that
the Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of
the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders and that the Note B Holder shall have no liability
whatsoever to the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders in connection with the Note B Holder’s
exercise of rights or any omission by the Note B Holder to exercise such rights; provided, however, that the Note B Holder shall
not be protected against any liability to the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders that would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence.


Section 10.           
Bankruptcy. Subject to the provisions of Section 5(g) hereof, each of the Non-Lead Securitization Noteholders
and the Note B Holder 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 5(g) hereof, each of the
Non-Lead Securitization Noteholders and the Note B Holder 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.
Each of the Non-Lead Securitization Noteholders and the Note B Holder 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 its proxy,
for the purpose of exercising any and all rights and taking any and all actions available to each of the Non-Lead Securitization
Noteholders and the Note B Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code
or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept
or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file
a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. Each of the Non-Lead Securitization
Noteholders and the Note B Holder in its capacity as such, hereby agrees that, upon the request of the Lead Securitization Noteholder,
such Non-Lead Securitization Noteholder or Note B Holder, as applicable, 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 the Servicer in



    	 	 43	 



     


    

 connection
with any Insolvency Proceeding are subject to and must be in accordance with Accepted Servicing Practices.


Section 11.           
[Reserved]


Section 12.           
[Reserved]


Section 13.           
Representations of the Note B Holder. The Note B Holder represents, and it is specifically understood and agreed,
that it is acquiring Note B for its own account in the ordinary course of its business and the Senior Noteholders shall otherwise
have no liability or responsibility to the Note B Holder except as expressly provided herein or for actions that are taken or omitted
to be taken by the Senior Noteholders that constitute gross negligence or willful misconduct or that constitute a breach of this
Agreement. The Note B Holder represents and warrants that the execution, delivery and performance of this Agreement is within its
corporate powers, has been duly authorized by all necessary corporate action, and does not contravene its charter or any law or
contractual restriction binding upon the Note B Holder, and that this Agreement is the legal, valid and binding obligation of the
Note B Holder enforceable against the Note B Holder in accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally,
and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law),
and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable
law. The Note B Holder represents and warrants that it is duly organized, validly existing, in good standing and possesses of all
licenses and authorizations necessary to carry on its business. The Note B Holder represents and warrants that (a) this Agreement
has been duly executed and delivered by the Note B Holder, (b) to the Note B Holder’s actual knowledge, all consents, approvals,
authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery
and performance of this Agreement by the Note B Holder has been obtained or made and (c) to the Note B Holder’s actual knowledge,
there is no pending action, suit or proceeding, arbitration or governmental investigation against the Note B Holder, an adverse
outcome of which would materially and adversely affect its performance under this Agreement.


The Note B Holder
acknowledges that the Senior Noteholders do not owe the Note B Holder any fiduciary duty with respect to any action taken under
the Mortgage Loan Documents and, except as provided herein, need not consult with the Note B Holder with respect to any action
taken by the Senior Noteholders in connection with the Mortgage Loan.


The Note B Holder
expressly and irrevocably waives for itself and any Person claiming through or under the Note B Holder 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.


Section 14.           
Representations of the Initial Senior Noteholders. Each of the Senior Noteholders 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



    	 	 44	 



     


    

 action, and does not contravene the applicable Senior Noteholder’s charter or any law or contractual restriction
binding upon such Senior Noteholder, and that this Agreement is the legal, valid and binding obligation of each Senior Noteholder,
enforceable against each of them in accordance with its terms. Each of the Senior Noteholders 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
business. Each of the Senior Noteholders represents and warrants that (a) this Agreement has been duly executed and delivered
by the applicable Senior Noteholder, (b) to each Senior 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 the applicable Senior Noteholder have been obtained or made and (c) to each Senior Noteholder’s
actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation against the applicable
Senior Noteholder, an adverse outcome of which would materially and adversely affect its performance under this Agreement.


Section 15.           
Independent Analysis of the Note B Holder. The Note B Holder acknowledges that it has, independently and without
reliance upon the Initial Senior Noteholders, except with respect to the representations and warranties provided by the Initial
Senior Noteholders herein, and based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to purchase the Note B Holder and the Note B Holder accepts responsibility therefor. The Note B Holder hereby acknowledges
that, other than the representations and warranties provided herein, the Senior Noteholders have made no representations or warranties
with respect to the Mortgage Loan, subject to such representations and warranties as provided by the Senior Noteholders herein,
and that the Senior Noteholders shall have no 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 the Senior Noteholders 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 Note B Holder assumes all risk of loss in connection with Note B except as specifically set forth herein.


Section 16.           
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 among any of the Noteholders as a partnership, association,
joint venture or other entity. No Noteholder shall have no obligation whatsoever to offer to the other Noteholders the opportunity
to purchase a participation interest in any future loans originated by such Noteholder or their Affiliates and if any Noteholder
chooses to offer to the other Noteholders the opportunity to purchase a participation interest in any future loans originated by
such Noteholder or their Affiliates, such offer shall be at such purchase price and interest rate as such Noteholder chooses, in
its sole and absolute discretion. No Noteholder shall have any obligation whatsoever to purchase from the other Noteholders a Note
interest in any future loans originated by such Noteholders or their Affiliates.


Section 17.           
Not a Security. Note B shall not be deemed to be a security within the meaning of the Securities Act of 1933, as
amended or the Securities Exchange Act of 1934, as amended.






    	 	 45	 



     


    

Section 18.           
Other Business Activities of the Noteholders. Each Noteholder acknowledges that the other Noteholders or their Affiliates
may make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or
any direct or indirect parent or Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership
interests in the Mortgage Loan Borrower or any Affiliate thereof or any entity that is a holder of a preferred equity interest
in the Mortgage Loan Borrower, any principal thereof or any Affiliate thereof (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 19.           
Sale of the Notes.


(a)               
[Reserved]


(b)              
[Reserved]


(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 its 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.


(d)              
The Senior Noteholders shall each have the right to Transfer all or any portion of its respective Note without the prior
consent of any other Noteholder to (i) the depositor for a Securitization of all or any portion of such Note and the related Securitization
Trust, (ii) prior to the occurrence of a Securitization of all or any portion of such Note, a Qualified Institutional Lender (provided
that any Transferee in connection with the Securitization of such Note shall not be required to be a Qualified Institutional Lender)
and (iii) after the occurrence of a Securitization of all or any portion of such Note, to any party in accordance with the applicable
Pooling and Servicing Agreement, except that such Noteholder shall not Transfer all or any portion of such Note to the Mortgage
Loan Borrower or a Mortgage Loan Borrower Related Party without obtaining Rating Agency Confirmation with respect to each Securitization
and any such Transfer to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party shall be absolutely null and void
and shall vest no rights in the purported transferee; provided that, after a Securitization, if a Senior Noteholder intends
to transfer its Note to an entity that is not a Qualified Institutional Lender it must first obtain Rating Agency Confirmation
from each Rating Agency rating a Securitization.






    	 	 46	 



     


    

(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 19(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 a Securitization, the
consent of each other Noteholder and, (b) after a Securitization, Rating Agency Confirmation. Upon written notice by the applicable
Noteholder to the other Noteholders and any Servicer that a Pledge has been effected (including the name and address of the applicable
Note Pledgee), each of the other Noteholders agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give
the 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) days to cure
a default by the pledging Noteholder in respect of its obligations to the 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 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 the other Noteholders
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 the other Noteholders 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 in good faith 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



    	 	 47	 



     


    

 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 19(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;


(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 20.           
Registration of Transfer. In connection with any Transfer of a Note (but excluding any Pledgee unless and until it
realizes on its Pledge), a transferee shall execute an assignment and assumption agreement 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 19, 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.



    	 	 48	 



     


    

 No transfer
of a Note may be made unless it is registered on the Note Register, and the Agent shall not recognize any attempted or purported
Transfer of any Note in violation of the provisions of Section 19 and this Section 20. 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 21.           
Registration of 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
20, 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 21 solely for purposes of maintaining the Note Register.


Section 22.           
Statement of Intent. The Agent and each Noteholder intend that the Notes be classified and maintained as 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 23.           
No Pledge. This Agreement shall not be deemed to represent a pledge of any interest in any Mortgage Loan by any Noteholder
to another Noteholder. To the extent Note B is no longer included in the Lead Securitization Trust, except as otherwise provided
in this Agreement and the Servicing Agreement, the Note B Holder shall not have any interest in any property taken as security
for any Mortgage Loan, provided, however, that if any such property or the proceeds of any sale, lease or other disposition
thereof shall be received, then the Note B Holder shall be entitled to receive its share of such application in accordance with
the terms of this Agreement and/or the Servicing Agreement.


Section 24.           
Cooperation in Securitization.


(a)               
Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, and at its sole cost and expense, to
include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, (x)
at the request of the securitizing Noteholder, each non-securitizing Noteholder shall use commercially reasonable efforts, at the
securitizing Noteholder’s expense, to satisfy, and to cooperate with the securitizing Noteholder in attempting to cause the
Mortgage Loan Borrower to satisfy, the market standards to which such securitizing Noteholder customarily adheres or which may
be reasonably required



    	 	 49	 



     


    

 in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering
into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with
the securitizing Noteholder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan
Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided,
however, that no non-securitizing Noteholder shall be required to modify or amend this Agreement or any Mortgage Loan Documents
(or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the
interest allocable to, or the amount of any payments due to or priority of such payments, such Noteholder or (ii) increase such
Noteholder’s obligations (other than to an immaterial extent) or decrease such Noteholder’s rights, remedies or protections
(other than to an immaterial extent). In connection with the Securitization, each non-securitizing Noteholder shall, at the sole
cost and expense of the securitizing Noteholder, to provide for inclusion in any disclosure document relating to the related Securitization
such information concerning such non-securitizing Noteholder and the other Notes as the securitizing Noteholder reasonably determines
to be necessary or appropriate; and (y) each non-securitizing Noteholder shall cooperate, at the sole cost and expense of the securitizing
Noteholder, with the reasonable requests of each Rating Agency and the securitizing Noteholder in connection with the Securitization,
as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond
reasonably promptly with respect to any information relating to it and the other Notes in any Securitization document. Each Noteholder
acknowledges that any information provided by it to a securitizing Noteholder may be incorporated into the offering documents for
a Securitization. Each securitizing Noteholder and each Rating Agency shall be entitled to rely on the information supplied by,
or on behalf of, the non-securitizing Noteholders.


(b)              
A securitizing Noteholder may, at its election, deliver to the other Noteholders drafts of the preliminary and final Securitization
offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the servicing agreement
at such time as it deems necessary or appropriate in connection with the Securitization of the related Note. Each of the non-securitizing
Noteholders may, at its election, review and comment thereon insofar as it relates to such Noteholder or its Note, and, if such
non-securitizing Noteholder elects to review and comment, such non-securitizing Noteholder shall review and comment thereon as
soon as possible but in no event later than two (2) Business Days of its receipt thereof (or five (5) Business Days after receipt,
in the case of the first draft thereof delivered to such non-securitizing Noteholder) and if such non-securitizing Noteholder fails
to respond within such time, such non-securitizing Noteholder shall be deemed to have elected to not comment thereon, provided
that if such non-securitizing Noteholder elects to review and comment, any such review and comments with respect to the final draft
distributed in connection with the preparation of the preliminary and final offering memoranda for printing shall be made no later
than 9:00 am, New York City time, on the Business Day following its receipt thereof and if such non-Securitizing Noteholder fails
to respond by such time, such non-Securitizing Noteholder shall be deemed to have elected to not comment thereon. In the event
of any disagreement between such non-Securitizing Noteholder with respect to the preliminary and final offering memoranda, prospectus
supplement, free writing prospectus or any other disclosure documents the Securitizing Noteholder’s determination shall control.
A non-Securitizing Noteholder has no obligation and shall have no liability with respect to any such offering



    	 	 50	 



     


    

 documents other than
the accuracy of any comments it elects to make or refrain from making, regarding itself.


(c)               
Notwithstanding anything herein to the contrary, each Senior Noteholder acknowledge and agree that to the extent Note B
is no longer included in the Lead Securitization Trust (i) the Note B Holder shall not be required to incur any out-of-pocket expenses
in connection with a Securitization of the Senior Notes and (ii) the Note B Holder shall not be required to disclose any beneficial
owner of a managed account on behalf of which it is holding Note B.


Section 25.           
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 (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW). EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT.


Section 26.           
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;


(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






    	 	 51	 



     


    

(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 27.           
Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed
by the parties hereto (other than as set forth in Section 5(b)). Additionally, from and after a Securitization, this Agreement
may not be modified in any manner that is materially adverse to the Senior Noteholders unless a Rating Agency Confirmation has
been delivered with respect to each Securitization, except that no Rating Agency Confirmation shall be required in connection with
a modification pursuant to Section 40 or to cure any ambiguity or to correct or supplement any provision herein that may
be defective or inconsistent with any other provisions herein or with the Servicing Agreement.


Section 28.           
Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns. Except as provided herein, 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 19, 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 Senior Noteholders or the Note B Holder, as applicable, hereunder, including, without limitation,
the right to make further assignments and grant additional Notes.


Section 29.           
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 30.           
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 31.           
Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable laws,
such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.


Section 32.           
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 33.           
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



    	 	 52	 



     


    

 payable to any Non-Lead Securitization Noteholder or the Note B Holder with respect to the
Mortgage Loan as a result of any Non-Lead Securitization Noteholder or the Note B Holder constituting a Non-Exempt Person, the
Lead Securitization Noteholder, in its capacity as Servicer, shall be entitled to do so with respect to such Non-Lead Securitization
Noteholder’s or the Note B Holder’s interest in such payment (all withheld amounts being deemed paid to such Noteholder),
provided that the Lead Securitization Noteholder shall furnish such 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 Noteholder
to seek any allowable credits or deductions for the Taxes so withheld in each jurisdiction in which such Noteholder is subject
to tax.


(b)              
Each Non-Lead Securitization Noteholder (to the extent it is not the same entity as the Lead Securitization Noteholder)
and, to the extent Note B is no longer included in the Lead Securitization Trust, the Note B Holder shall and hereby agree 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 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 Non-Lead Securitization Noteholder or the
Note B Holder in reliance upon any representation, certificate, statement, document or instrument made or provided by such Non-Lead
Securitization Noteholder or the Note B Holder to the Lead Securitization Noteholder in connection with the obligation of the Lead
Securitization Noteholder to withhold Taxes from payments made to such Noteholders, 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) each Non-Lead Securitization Noteholder and the Note B Holder shall, upon request of the Lead Securitization Noteholder
and at its sole cost and expense, defend any claim or action relating to the foregoing indemnification using counsel reasonably
acceptable to the Lead Securitization Noteholder.


(c)               
Each Non-Lead Securitization Noteholder (to the extent it is not the same entity as the Lead Securitization Noteholder)
and, to the extent Note B is no longer included in the Lead Securitization Trust, Note B Holder represents to the Lead Securitization
Noteholder (for the benefit of the Mortgage Loan Borrower) that it is not a Non-Exempt Person. Contemporaneously with the execution
of this Agreement and from time to time as necessary during the term of this Agreement, the Non-Lead Securitization Noteholders
(to the extent it is not the same entity as the Lead Securitization Noteholder) and, to the extent Note B is no longer included
in the Lead Securitization Trust, the Note B Holder shall deliver to the Lead Securitization Noteholder or Servicer, as applicable,
evidence satisfactory to the Lead Securitization Noteholder substantiating that such 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 such Noteholder is
created or organized under



    	 	 53	 



     


    

 the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements
of the preceding sentence by furnishing to the Lead Securitization Noteholder an Internal Revenue Service Form W-9 and (ii) if
such 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, such 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 such Noteholder, as evidence
of such 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 Non-Lead Securitization Noteholders or the Note B Holder in respect
of their respective Notes or otherwise until such Noteholder shall have furnished to the Lead Securitization Noteholder the requested
forms, certificates, statements or documents.


Section 34.           
Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Non-Lead
Securitization Notes) and, to the extent Note B is no longer included in the Lead Securitization Trust, will be held by the Lead
Securitization Noteholder (or a custodian acting on behalf of the Lead Securitization Noteholder) on behalf of the registered holders
of the Notes.


Section 35.           
[Reserved]


Section 36.           
Notices. All notices required hereunder shall be given by (i) telephone (confirmed promptly in writing) or shall
be in writing and personally delivered, (ii) sent by facsimile transmission (during business hours) if the sender on the same day
sends a confirming copy of such notice by reputable overnight delivery service (charges prepaid), (iii) reputable overnight delivery
service (charges prepaid) 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 the Servicer on its behalf) to the Controlling Noteholder (or its Controlling Noteholder Representative), or by the Controlling
Noteholder (or its Controlling Noteholder Representative) to the Lead Securitization Noteholder (or the Servicer on its behalf),
shall also be delivered by the applicable party to the other Noteholders.


Section 37.           
Broker. Each Noteholder represents to each other Noteholder that no broker was responsible for bringing about this
transaction.


Section 38.           
Certain Matters Affecting the Agent.


(a)               
The Initial Agent is hereby appointed to serve as the Agent in accordance with the terms of this Agreement and shall serve
in such capacity until a successor Agent is appointed in accordance with the terms of this Agreement;






    	 	 54	 



     


    

(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 20;


(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 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 20; 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 39.           
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 39, 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 on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Noteholders (it
being agreed that the Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Noteholders),
has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. SGFC, as Initial Agent, may transfer its
rights and obligations to the Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any time without the
consent of any Noteholder. 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 SGFC without any further notice or other action. The termination or resignation of such 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, and any successor certificate administrator shall be deemed to have been
automatically appointed as the successor Agent under this Agreement in place thereof without any further notice or other action.






    	 	 55	 



     


    

Section 40.           
Resizing. For so long as any Non-Lead Securitization Note is not in a Securitization, the related Noteholder shall
have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes
or additional notes (in either case, “New Notes”), reallocating the principal of such Note among New Notes;
reducing the Interest Rates of such New Notes or severing such Note into one or more further “component” notes
in an aggregate principal amount equal to the then outstanding principal balance of such Note, provided that (i) the
aggregate principal balance of the New Notes following such amendments is no greater than the principal balance of such Note prior
to such amendments, (ii) all such New Notes continue to have the same or a lower interest rate as such Note prior to
such amendments, (iii) all such New Notes pay pro rata and on a pari passu basis and such reallocated or component
notes shall be automatically subject to the terms of this Agreement and (iv) the Noteholder holding such New Notes shall notify
the parties to the Servicing Agreement in writing of such modified allocations and principal amounts. In connection with the foregoing,
(1) the Master Servicer is hereby authorized to execute amendments to the Mortgage Loan Agreement and this Agreement (or to amend
and restate the Mortgage Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting
such reallocation of principal, reduction of Interest Rates or such severing of such Note, (2) if such Note is severed into “component”
notes, such component notes shall each have their same rights as the respective original Note and (3) the definition of the term
“Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect
the New Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the
terms of this Section 40.


 


[SIGNATURE PAGE FOLLOWS]






    	 	 56	 



     


    

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


 





	 	SOCIETE GENERALE FINANCIAL CORPORATION, as Initial Note A-1A Holder and Initial Agent
	 	 
	 	 
	 	By:	/s/ Kevin Kelley
	 	 	Name: Kevin Kelley
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	SOCIETE GENERALE FINANCIAL CORPORATION, as Initial Note A-1B Holder
	 	 
	 	 
	 	By:	/s/ Kevin Kelley
	 	 	Name: Kevin Kelley
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	SOCIETE GENERALE FINANCIAL CORPORATION, as Initial Note A-1C Holder
	 	 
	 	 
	 	By:	/s/ Kevin Kelley
	 	 	Name: Kevin Kelley
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	SOCIETE GENERALE FINANCIAL CORPORATION, as Initial Note A-1D Holder
	 	 
	 	 
	 	By:	/s/ Kevin Kelley
	 	 	Name: Kevin Kelley
	 	 	Title: Vice President



 


 


SGCMS 2019-PREZ – CO-LENDER AGREEMENT











    	 		 



     


    

 


	 	SOCIETE GENERALE FINANCIAL CORPORATION, as Initial Note A-1E Holder
	 	 
	 	 
	 	By:	/s/ Kevin Kelley
	 	 	Name: Kevin Kelley
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	SOCIETE GENERALE FINANCIAL CORPORATION, as Initial Note A-1F Holder
	 	 
	 	 
	 	By:	/s/ Kevin Kelley
	 	 	Name: Kevin Kelley
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	SOCIETE GENERALE FINANCIAL CORPORATION, as Initial Note B Holder
	 	 
	 	 
	 	By:	/s/ Kevin Kelley
	 	 	Name: Kevin Kelley
	 	 	Title: Vice President


 




SGCMS 2019-PREZ – CO-LENDER AGREEMENT








    	 		 



     


    

EXHIBIT A



MORTGAGE LOAN SCHEDULE


A.       Description
of Mortgage Loan:


	Mortgage Loan Agreement:	Loan Agreement, dated as of September 6, 2019, between the Lender and the Mortgage Loan Borrower
	Mortgage Loan Borrower:	Post Presidential Property Owner, LLC and Post Monroe Property Owner LLC, individually and collectively
	Date of the Mortgage Loan Agreement and the Mortgage: 	September 6, 2019
	Initial Principal Amount of Mortgage Loan:	$217,600,000
	Location of Mortgaged Property:	Philadelphia, Pennsylvania
	Stated Maturity Date:	The Payment Date in September 2029


B.       Description
of Note Interests:


	Initial Note A-1A Principal Balance:	$57,000,000
	Initial Note A-1B Principal Balance:	$25,000,000
	Initial Note A-1C Principal Balance:	$15,000,000
	Initial Note A-1D Principal Balance:	$10,000,000
	Initial Principal Balance of Note A-1E:	$5,000,000
	Initial Principal Balance of Note A-1F:	$5,000,000
	Initial Principal Balance of Note B:	$100,600,000
	Initial Note A-1A Rate:	3.498161764705880%
	Initial Note A-1B Rate:	3.498161764705880%



 






    	 	A-1	 



     


    

 


	Initial Note A-1C Rate:	3.498161764705880%
	Initial Note A-1D Rate:	3.498161764705880%
	Initial Note A-1E Rate:	3.498161764705880%
	Initial Note A-1F Rate:	3.498161764705880%
	Initial Note B Rate:	3.498161764705880%







    	 	A-2	 



     


    

EXHIBIT B


 


Initial Note A-1A Holder:

Societe Generale Financial Corporation



Notice Address:

Societe Generale Financial Corporation

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard



with a copy to:



Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel


 


Initial Note A-1B Holder:

Societe Generale Financial Corporation



Notice Address:

Societe Generale Financial Corporation

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard



with a copy to:



Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel


 


Initial Note A-1C Holder:

Societe Generale Financial Corporation



Notice Address:

Societe Generale Financial Corporation

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard



with a copy to:







    	 	B-1	 



     


    

Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel






Initial Note A-1D Holder:

Societe Generale Financial Corporation



Notice Address:

Societe Generale Financial Corporation

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard



with a copy to:



Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel


 


Initial Note A-1E Holder:

Societe Generale Financial Corporation



Notice Address:

Societe Generale Financial Corporation

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard



with a copy to:



Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel






Initial Note A-1F Holder:

Societe Generale Financial Corporation



Notice Address:

Societe Generale Financial Corporation

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard







    	 	B-2	 



     


    

with a copy to:



Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel


 


Initial Note B Holder:

Societe Generale Financial Corporation



Notice Address:

Societe Generale Financial Corporation

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard



with a copy to:



Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel



    	 	B-3	 



     


    




 


 


EXHIBIT C



PERMITTED FUND MANAGERS


 


		1.	Alliance Bernstein



		2.	Annaly Capital Management



		3.	Apollo Global Real Estate



		4.	Archon Capital, L.P.



		5.	AREA Property Partners



		6.	Artemis Real Estate Partners



		7.	BlackRock, Inc.



		8.	The Blackstone Group International Ltd.



		9.	Capital Trust, Inc.



		10.	Capstone Asset Management



		11.	The Carlyle Group



		12.	Clarion Partners



		13.	Colony Capital, Inc. / Colony Financial, Inc.



		14.	CreXus Investment Corporation/Annaly Capital Management



		15.	DLJ Real Estate Capital Partners



		16.	Dune Real Estate Partners



		17.	Eightfold Real Estate Capital, L.P.



		18.	Five Mile Capital Partners



		19.	Fortress Investment Group LLC



		20.	Garrison Investment Group



		21.	Goldman, Sachs & Co.



		22.	H/2 Capital Partners LLC







    	 	C-1	 



     


    




		23.	Hudson Advisors



		24.	Investcorp International



		25.	iStar Financial Inc.



		26.	J.E. Roberts Companies



		27.	J.P. Morgan Investment Management Inc.



		28.	JER Partners



		29.	Libermax Capital LLC



		30.	LoanCore Capital



		31.	Lonestar Funds



		32.	Lowe Enterprises



		33.	Normandy Real Estate Partners



		34.	Och-Ziff Capital Management Group/ OZ Management, L.P./ OZ Management II., L.P.



		35.	One William Street Capital Management, L.P.



		36.	Praedium Group



		37.	Raith Capital Partners, LLC



		38.	Rialto Capital Management, LLC



		39.	Rialto Capital Partners LLC



		40.	Rimrock Capital Management LLC



		41.	Rockpoint Group



		42.	Rockwood



		43.	RREEF Funds



		44.	Square Mile Capital Management LLC



		45.	Starwood Capital/Starwood Financial Trust



		46.	Torchlight Investors



		47.	Walton Street Capital, LLC




    	 	C-2	 



     


    
		48.	Westbrook Partners



		49.	WestRiver Capital



		50.	Wheelock Street Capital



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



		52.	USAA Real Estate Company



		53.	Teachers Insurance and Annuity Association of America



 






    	 	C-3	 



     


    

SCHEDULE I


 


The Servicing
Agreement shall:


(i)           
provide that the Master Servicer and Trustee shall be required to notify the servicer and trustee of each other Securitization
of the amount of any P&I Advance it has made with respect to the Lead Securitization Note within two Business Days of making
such advance;


(ii)           
provide that if the Master Servicer or Trustee determines that a proposed P&I Advance, if made, or any outstanding P&I
Advance previously made, would be, or is, as applicable, a nonrecoverable advance, the Master Servicer shall provide the other
servicers written notice of such determination within two Business Days after such determination was made;


(iii)           
provide that the Master Servicer shall remit all payments received (or advanced) with respect to any Non-Lead Securitization
Note, net of its Servicing Fee and any other applicable fees and reimbursements payable to the Master Servicer, the Special Servicer
and the Trustee, to the applicable Non-Lead Securitization Noteholder on the applicable Master Servicer Remittance Date; provided
that, for the avoidance of doubt, any late collections received by the Master Servicer after the related due date under the Mortgage
Loan shall be remitted in accordance with clause (vii) below;


(iv)           
provide that the Master Servicer agrees to make available to each master servicer under a Non-Lead Servicing Agreement CREFC®
Investor Reporting Package pursuant to the terms of the Servicing Agreement on a monthly basis;


(v)           
provide that the Master Servicer, any primary servicer, the Special Servicer and the Trustee, Certificate Administrator
or other party acting as custodian for the Lead Securitization shall be required to deliver (and shall be required to cause each
other servicer and servicing function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation AB) retained
or engaged by it to deliver), to the parties to any Non-Lead Servicing Agreement, at its own expense, in a timely manner, the reports,
certifications, compliance statements, accountants’ assessments and attestations, information to be included in reports (including,
without limitation, Form 15G, Form 10K, Form 10D, Form 8K), and other materials specified in each of the Non-Lead Servicing Agreements
as the parties to each other Securitization may require in order to comply with their obligations under the Securities Act of 1933,
as amended, Securities Exchange Act of 1934 (including Rule 15Ga-1), as amended, and Regulation AB, and any other applicable law.
Without limiting the generality of the foregoing, if applicable, the Lead Securitization Noteholder shall provide in a timely manner
to the depositor and the trustee for any prior Securitization a copy of the Servicing Agreement and each Servicer (at the expense
of the Lead Securitization Noteholder) will be required, upon prior written request, to provide to the depositor and the trustee
for any prior Securitization any other information required to comply in a timely manner with applicable filing requirements under
Items 1.01 and 6.02 of Form 8-K, any other



    	 	I-1	 



     


    

 disclosure information required pursuant to Regulation AB in a timely manner for inclusion
in any disclosure document (and, with respect to the Servicing Agreement, for filing under Form 8-K), and with respect to the Servicers,
upon prior written request, market indemnification agreements, opinions and Regulation AB compliance letters as were or are being
delivered with respect to the Lead Securitization. As used in this Agreement, “Regulation AB” means Subpart 229.1100
– Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100 229.1125, as such may be amended from time to
time, and subject to such clarification and interpretation as have been provided by the United States Securities and Exchange Commission
(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. The Master Servicer, any
primary servicer and the Special Servicer, upon prior written request, shall each be required to provide certification and indemnification
to each Certifying Person with respect to the Sarbanes-Oxley Certification (or analogous terms) as such terms are defined in the
related Non-Lead Servicing Agreements;


(vi)           
provide that the servicing duties of each of the Master Servicer and Special Servicer under the Servicing Agreement shall
include the duty to service each Non-Lead Securitization Note on behalf of the related trustees and related certificate holders
in accordance with the terms and provisions of this Agreement;


(vii)           
provide that any late collections received by the Master Servicer from a Mortgage Loan borrower for which a P&I Advance
has already been paid by a master servicer or trustee under a Non-Lead Servicing Agreement shall be remitted by the Master Servicer
to such master servicer or trustee under a Non-Lead Servicing Agreement, as applicable, within two Business Days of receipt of
properly identified and available funds; provided, however, that to the extent any such amounts are received after 3:00 p.m. Eastern
time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to remit such later collections to
the Non-Lead Master Servicer within two Business Days of receipt of properly identified and available funds but, in any event,
the Master Servicer shall remit such amounts within two Business Days of receipt of properly identified and available funds;


(viii)           
provide that the Non-Lead Securitization Noteholders are intended third-party beneficiaries in respect of the rights afforded
it under the Servicing Agreement and each master servicer under a Non-Lead Servicing Agreement will be entitled to enforce the
rights of the related Trustee with respect to such Non-Lead Securitization Note under this Agreement and the Servicing Agreement;


(ix)           
provide that each master servicer and special servicer under any Non-Lead Servicing Agreement shall be a third-party beneficiary
of the Servicing Agreement with respect to all provisions therein expressly relating to compensation, reimbursement or indemnification
of such master servicer or special servicer, as the case may be, and the provisions regarding coordination of Advances;






    	 	I-2	 



     


    

(x)           
provide that it shall not be amended in a manner that materially and adversely affects the rights of the Non-Lead Securitization
Noteholders without their consent;


(xi)           
satisfy Moody’s rating methodology as of the Securitization Date related to permitted investments and eligible accounts
applicable to securities rated “Aaa” by Moody’s;


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


(xiii)           
provide that “servicer termination events” (or any analogous term under the Servicing Agreement) include customary
market termination events with respect to failure to make advances, failure to remit payments to the Non-Lead Securitization Noteholders
as required, failure to deliver (or cause to be delivered) materials or information required in order for the Non-Lead Securitization
Noteholders or the depositor under a related Non-Lead Servicing Agreement to timely comply with its obligations under the Exchange
Act, the Securities Act or Form SF-3, and for rating agency triggers with respect to any certificates, subject to customary grace
periods (provided that, in the case of failures related to the securities laws, such grace periods will not cause a depositor
under a Non-Lead Servicing Agreement to fail to comply with the applicable provisions of such securities laws); and


(xiv)           
provide that if a Non-Lead Securitization Note becomes the subject of an “asset review” under a Non-Lead Servicing
Agreement, the applicable parties to the Servicing Agreement are required to reasonably cooperate with the related asset representations
reviewer or other applicable party to such Non-Lead Servicing Agreement in connection with such asset review, including with respect
to providing access to related underlying documents to the extent the asset representations reviewer or such other applicable party
to the Non-Lead Servicing Agreement has not obtained such documents from the related Non-Lead Securitization Noteholder and such
documents are in the possession of the applicable party to the Servicing Agreement.



    	 	I-3