Exhibit 4.18


 





EXECUTION VERSION






 


 



 


 CO-LENDER AGREEMENT

 

Dated as of October 21, 2019

 

by and between

 

DEUTSCHE BANK AG, NEW YORK BRANCH

(an Initial Note A Holder),

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

(an Initial Note A Holder),

 

MORGAN STANLEY BANK, NATIONAL ASSOCIATION

(an Initial Note A Holder),

 

DEUTSCHE BANK AG, NEW YORK BRANCH

(Initial Note B-1 Holder),

 

MORGAN STANLEY BANK, NATIONAL ASSOCIATION 
(Initial Note B-2 Holder)

 

and

 

WELLS FARGO BANK, NATIONAL ASSOCIATION 

(Initial Note B-3 Holder)

 


 



 

Commercial Mortgage Loan in the Principal Amount of $1,200,000,000
Secured by two office buildings located at
2029 Century Park East and 2049 Century Park East, Los Angeles, California

 

 


 



                                                                                                                                                             


   Co-Lender Agreement

                                                                                                                                                                   
(Century Plaza Towers)

 


     


    


    
 

This
CO-LENDER AGREEMENT (together with the exhibits and schedules hereto and all amendments hereof and supplements hereto,
this “Agreement”) is dated as of October 21, 2019, between DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”),
as an Initial Note A Holder, WELLS FARGO
BANK, NATIONAL ASSOCIATION (“WFB”), as an Initial Note A Holder,
MORGAN STANLEY BANK, NATIONAL ASSOCIATION (“MSBNA”), as an Initial Note A Holder,
DBNY, as Initial Note B-1 Holder, MSBNA, as Initial Note B-2 Holder, and WFB, as Initial Note B-3 Holder.

 

W
I T N E S S E T H:

 

WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), DBNY, WFB and MSBNA co-originated a certain loan (the “Mortgage
Loan”) described in Part A of the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”)
to the mortgage loan borrower described on the Mortgage Loan Schedule (together with its successors and permitted assigns, the
“Mortgage Loan Borrower”), in the original aggregate principal amount of $1,200,000,000, which is evidenced,
inter alia, by the thirty-two (32) promissory notes or amended and restated promissory notes, each dated on or before the
date hereof, described in Part B of the Mortgage Loan Schedule (as each such promissory note may be extended, renewed, replaced,
restated or modified from time to time, each a “Note” and, collectively, the “Notes”);

 

WHEREAS,
payment of the Notes is secured by, among other things, a certain Mortgage (as defined in the Mortgage Loan Agreement), dated
as of October 21, 2019 (as such may have been amended or restated to the date hereof and may hereafter be further amended, restated,
supplemented or otherwise modified from time to time, the “Mortgage”), encumbering a first priority mortgage
in the fee simple interest in two office buildings with approximately 2,401,641 combined rentable square feet located at 2029
Century Park East and 2049 Century Park East, Los Angeles, California (the “Mortgaged Property”);

 

WHEREAS,
with respect to the Mortgage Loan:

 

(a)       
DBNY intends to transfer the DBNY Standalone Notes (as defined herein) to German American Capital Corporation, who will then transfer
them to Deutsche Mortgage & Asset Receiving Corporation (together with its permitted successors and assigns, the “Depositor”)
pursuant to a trust loan purchase agreement between GACC and the Depositor, WFB intends to transfer the WFB Standalone Notes (as
defined herein) to the Depositor pursuant to a trust loan purchase agreement between WFB and the Depositor, and MSBNA intends
to transfer the MSBNA Standalone Notes (as defined herein) to Morgan Stanley Mortgage Capital Holdings LLC (“MSMCH”),
who will then transfer them to the Depositor pursuant to a trust loan purchase agreement between MSMCH and the Depositor, and
the Depositor intends to transfer the Standalone Notes (the “Trust Loan”) to Wilmington Trust, National Association,
as trustee for a securitization (such securitization, the “Lead Securitization”) involving the issuance of
the CPT 2019-CPT Mortgage Trust Commercial Mortgage Pass-Through Certificates pursuant to the Trust and Servicing Agreement, dated
as of November 9, 2019 (the “Lead Securitization Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, together with its permitted successors and assigns, the “Master
Servicer”), CWCapital Asset Management LLC, as


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special
servicer (in such capacity, together with its permitted successors and assigns, the “Special Servicer”),
Wilmington Trust, National Association, as trustee (in such capacity, together with its permitted successors and assigns, the
“Trustee”), and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, together
with its permitted successors and assigns, the “Certificate Administrator”), paying agent and custodian,
upon such transfer, the Trustee will be become the holder of the Standalone Notes, and

 

(b)       
each of DBNY, WFB and MSBNA (via MSMCH) expects (but is not obligated) to contribute its respective Non-Standalone Notes (as defined
herein), whether in each such Note’s current form or as multiple replacement promissory notes, into one or more securitization
transactions;

 

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

 

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

 

1.            
Definitions; Conflicts.  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 meanings ascribed thereto in the Mortgage Loan Agreement or the Lead Securitization Servicing Agreement, as applicable. 
Except as set forth in Section 4 of this Agreement, to the extent of any inconsistency between terms defined in this Agreement
and the Lead Securitization Servicing Agreement, the Lead Securitization Servicing Agreement shall control.  Whenever used
in this Agreement, the following terms shall have the respective meanings set forth below unless the context clearly requires
otherwise.

 

“A
Notes” shall mean the Notes respectively bearing the designations “A-1-S1”, “A-1-S2”, “A-1-S3”,
“A-1-C1”, “A-1-C2”, “A-1-C3”, “A-1-C4”, “A-1-C5”, “A-1-C6”,
“A-1-C7”, “A-1-C8”, “A-2-S1”, “A-2-S2”, “A-2-S3”, “A-2-C1”,
“A-2-C2”, “A-2-C3”, “A-2-C4”, “A-2-C5”, “A-2-C6”, “A-2-C7”,
“A-3-S1”, “A-3-S2”, “A-3-S3”, “A-3-C1”, “A-3-C2”, “A-3-C3”,
“A-3-C4” and “A-3-C5” and having an aggregate Initial Note Principal Balance equal to $900,000,000.

 

“Acceptable
Insurance Default”: Any default arising when the Mortgage Loan Documents require that the Mortgage Loan Borrower shall
maintain all risk casualty insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special
Servicer has determined, in its reasonable judgment in accordance with the Accepted Servicing Practices, that (i) such insurance
is not available at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of
similar real properties located in or near the geographic region in which the Mortgaged Property is located (but only by reference
to such insurance that has been obtained by such owners at current market rates) or (ii) such insurance is not available at any
rate. In making this determination, the Special Servicer, to the extent consistent with the Accepted Servicing Practices, may
rely on the opinion of an insurance consultant.  From and after the Lead Securitization Date, “Acceptable Insurance
Default” shall

 


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have
the meaning assigned to such term or any analogous term in the Lead Securitization Servicing Agreement.

 

“Accepted
Servicing Practices” shall mean:

 

(i)
prior to the Lead Securitization Date, the obligation of the Servicer to service and administer the Mortgage Loan in accordance
with this Agreement, the Notes and the Mortgage Loan Documents solely in the best interests and for the benefit of the Holders
(as a collective whole), exercising the higher of (x) the same manner in which, and with the same care, skill, prudence and diligence
with which the Servicer services and administers similar mortgage loans for other third party portfolios, and manages and administers
REO Property for other third party portfolios giving due consideration to customary and usual standards of practice of prudent
institutional commercial lenders servicing their own loans and managing REO Properties for their own account and (y) the same
care, skill, prudence and diligence which the Servicer utilizes for loans which the Servicer owns for its own account, in each
case, acting in accordance with applicable law, the terms of this Agreement and the Mortgage Loan Documents and with a view to
the maximization of timely recovery of principal and interest on a net present value basis on the Mortgage Loan, but without regard
to:

 

(A)        
any relationship that the Servicer or any Affiliate of the Servicer may have with the Mortgage Loan Borrower or any Mortgage Loan
Borrower Related Parties;

 

(B)         
the ownership of any interest in the Mortgage Loan or any certificate issued or to be issued in connection with a Securitization
by the Servicer or any Affiliate of the Servicer;

 

(C)         
the ownership of any junior indebtedness with respect to the Mortgaged Property by the Servicer or any Affiliate of the Servicer;

 

(D)        
the Servicer’s obligation to make Advances as specified herein or otherwise incur servicing expenses with respect to the
Mortgage Loan;

 

(E)         
the Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction;

  

(F)         
the ownership, or servicing or management for others, by the Servicer or any sub-servicer, of any other mortgage loans or properties;
or

 

(G)         
the right of the Servicer or
any sub-servicer to receive reimbursement of costs; and 

 

(ii)
  from and after the Lead Securitization Date, the meaning assigned to the term “Accepted Servicing Practices”
or “Servicing Standard” or any analogous term in the Lead Securitization Servicing Agreement.

 


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“Additional
Servicing Compensation” shall mean any servicing compensation (other than Servicing Fees, Special Servicing Fees, Workout
Fees or Liquidation Fees) that any Servicer is entitled to retain under the Servicing Agreement.

 

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

 

“Advance”
means a Property Advance, a P&I Advance or an Administrative Advance, as the context may require.

 

“Advance
Interest Amount” shall mean the amount of interest accrued and unpaid on any Property Advance pursuant to the terms
of the Servicing Agreement.

 

“Advance
Rate” shall have the meaning ascribed to such term in the Lead Securitization Servicing Agreement.

 

“Affiliate”
shall mean with respect to any specified Person, (a) any other Person controlling or controlled by or under common control with
such specified Person (each a “Common Control Party”), (b) any other Person owning, directly or indirectly,
ten percent (10%) or more of the beneficial interests in such Person or (c) 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.  For the purposes of this
definition, “control” when used with respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract, relation to
individuals or otherwise, and the terms “controlling” and “controlled” have meanings correlative to
the foregoing.

 

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

 

“Appraisal”
shall mean an appraisal with respect to the Mortgaged Property conducted in accordance with the standards of the Appraisal Institute
by an Appraiser and certified by such Appraiser as having been prepared in accordance with the requirements of the Standards of
Professional Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice of the Appraisal
Foundation, as well as FIRREA. From and after the Lead Securitization Date, “Appraisal” shall have the meaning assigned
to such term or any analogous term in the Lead Securitization Servicing Agreement.

 

“Appraisal
Reduction Amounts” shall mean:

 

(i) 
prior to the Lead Securitization Date, for any Remittance Date as to which an Appraisal Reduction Event has occurred, an amount
equal to the excess, if any, of (a) the sum of (1) the Mortgage Loan Principal Balance as of the immediately preceding Monthly
Payment Date, (2) to the extent not previously advanced by the Servicer or any other Holder as an Advance under Section 9
or Section 11(b), all accrued and unpaid interest on the Mortgage Loan at a per annum rate equal to the
Note Interest Rate on each of the Notes, (3) all unreimbursed Advances, with interest thereon at the Advance Rate in respect of
the Mortgage Loan, and (4) all currently due and unpaid real estate taxes, ground rents and assessments and insurance premiums
(less any amounts held in escrow

 


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for
such items) and all other amounts (not including any default interest, Penalty Charges, Prepayment Charges, liquidated damage
amounts or other similar fees or charges) currently due and unpaid with respect to the Mortgage Loan (which taxes, premiums and
other amounts have not been the subject of an Advance by the Servicer), over (b) an amount equal to ninety percent
(90%) of the appraised value of the Mortgaged Property as determined by the most recent Updated Appraisal obtained by the Servicer
(the cost of which shall be advanced by such Servicer as an Advance), minus the dollar amount of any liens on the Mortgaged
Property that are prior to the lien of the Mortgage (other than the liens for any items set forth in the immediately preceding
clause (a)(4) which have been insured or bonded over by Qualified Insurers, plus (without duplication of any amounts held
in escrow deducted in clause (a)(4) above) the aggregate of all reserves, letters of credit and escrows held in connection with
the Mortgage Loan to the extent that such reserves, letters of credit and escrows are permitted to be used by the Servicer in
reduction of the Mortgage Loan); and

 

(ii) 
from and after the Lead Securitization Date, the meaning assigned to such term or any analogous term in the Lead Securitization
Servicing Agreement.

 

“Appraisal
Reduction Event” shall mean:

 

(i)
prior to the Lead Securitization Date, the earliest to occur of any of the following: (a) 60 days after an uncured payment
delinquency (other than a delinquency in respect of the Balloon Payment) occurs in respect of the Mortgage Loan, (b) 90 days
after an uncured delinquency occurs in respect of the Balloon Payment for the Mortgage Loan unless a refinancing is anticipated
within 120 days after the Maturity Date of the Mortgage Loan (as evidenced by a written and binding refinancing commitment
from an acceptable lender and reasonably satisfactory in form and substance to the Servicer, and the Controlling Holder, which
provides that such refinancing shall occur within 120 days after the Maturity Date, in which case 120 days after such
uncured delinquency, (c) 60 days after a reduction in monthly debt service payments or a material adverse economic change
with respect to the terms of the Mortgage Loan has become effective, (d) 60 days after an extension of the Maturity
Date of the Mortgage Loan (except for an extension within the time periods described in clause (b) above), (e) 60
days after a receiver has been appointed in respect of the Mortgaged Property securing the Mortgage Loan on behalf of the Lender
or any other creditor, (f) immediately after any Mortgage Loan Borrower declares, or becomes the subject of, bankruptcy,
insolvency or similar proceeding, admits in writing the inability to pay its debts as they come due or makes an assignment for
the benefit of creditors unless such action is dismissed within 45 days, or (g) immediately after the Mortgaged Property
securing the Mortgage Loan becomes an REO Property; and

 

(ii)
from and after the Lead Securitization Date, the meaning assigned to such term or any analogous term in the Servicing Agreement.

 

In
addition to the foregoing, prior to the Lead Securitization Date, each Note B Holder shall have the right, at its sole expense,
to require the Special Servicer to order an additional Appraisal of the Mortgage Loan if an event has occurred at or with regard
to the

 


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Mortgaged
Property that would have a material effect on its appraised value, and the Special Servicer will be required to use its reasonable
best efforts to ensure that such Appraisal is delivered within 30 days from receipt of such Note B Holder’s written request
and to ensure that such Appraisal is prepared on an “as is” basis by an Appraiser in accordance with MAI standards;
provided, that the Special Servicer will not be required to obtain such Appraisal if (i) the Special Servicer determines
in accordance with Accepted Servicing Practices that no events at or with regard to the Mortgaged Property have occurred that
would have a material effect on such appraised value of the Mortgaged Property or (ii) a Note B Holder had ordered an Appraisal
in the past 9 months.  Upon receipt of an Appraisal requested by a Note B Holder pursuant to this definition of “Appraisal
Reduction Event” and any other information reasonably requested by the Special Servicer from the Servicer reasonably required
to calculate or recalculate the Appraisal Reduction Amount, the Special Servicer will be required to determine, in accordance
with Accepted Servicing Practices, whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal
Reduction Amount is warranted and, if so warranted, will be required to recalculate such Appraisal Reduction Amount based upon
such additional Appraisal. From and after the Lead Securitization Date, the analogous provisions to this paragraph of the Lead
Securitization Servicing Agreement shall control. 

 

“Appraiser”
shall mean an independent appraiser, selected by the Servicer, as applicable, that is a member in good standing of the Appraisal
Institute and that is certified or licensed in the state in which the Mortgaged Property is located, and who has a minimum of
five (5) years’ experience in the appraisal of comparable properties in the geographic area in which such Mortgaged Property
is located.

 

“Approved
Bank” shall mean a domestic financial institution which (A) prior to a Securitization, has long term unsecured debt
obligations of which are rated not less than “AA” by S&P, “A” by Fitch and “Aa2”
by Moody’s or the short-term obligations of which are rated at least “A-1+” by S&P, “F-1”
by Fitch and “P-1” by Moody’s and (B) after a Securitization, has long term long unsecured debt obligations
and/or short term obligations which meet the applicable rating requirements of the Rating Agencies.

 

“B
Notes” shall mean Note B-1, Note B-2 and Note B-3.

 

“Balloon
Payment” shall mean, with respect to the Mortgage Loan, the payment of principal due on its scheduled Maturity Date.

 

“Bankruptcy
Code” shall mean the United States Bankruptcy Code (11 U.S.C. Sec.101 et seq.), or any similar statute, law, rules,
regulations or similar legal requirements of any other applicable jurisdiction, in each case, as amended from time to time or
any successor statute or rule promulgated thereto.

 

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

 

“Certificate
Administrator” shall have the meaning assigned to such term in the recitals of this Agreement.

 


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

 

“Closing
Date” shall mean November 14, 2019.

 

“Code”
shall have the meaning assigned to such term in Section 4(h).

 

“Collateral
Deficiency Amounts” shall have the meaning, if any, given such term in the Lead Securitization Servicing Agreement.

 

“Collection
Account” shall mean with respect to the Mortgage Loan, an account (including any subaccount) established pursuant to
the terms of this Agreement or, from and after the Lead Securitization Date, the Lead Securitization Servicing Agreement, in which
amounts received in respect of the Mortgage Loan are segregated (by ledger entries or otherwise) and held for the benefit of the
Holders.

 

“Commission”
means the United States Securities and Exchange Commission.

 

“Common
Control Party” shall have the meaning given to such term in the definition of “Affiliate.”

 

“Control
Appraisal Event” shall be deemed to have occurred if and so long as (a) (1) the Initial Note B Principal Balance, minus
(2) the sum of (x) any payments of principal (whether as Prepayments or otherwise) allocated to, and received on, any B Note,
(y) any Appraisal Reduction Amounts allocated to any B Note in accordance with the terms of this Agreement, and (z) any Realized
Losses with respect to the Mortgage Loan to the extent allocated to the B Notes, is less than (b) twenty-five percent (25%) of
the Initial Note B Principal Balance.

 

“Controlling
Class Representative” shall have the meaning, if any, given such term in the Lead Securitization Servicing Agreement.

 

“Controlling
Holder” shall mean, as of any date of determination:

 

(i)        
prior to the Lead Securitization Date,

 

(x)       
jointly, the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, unless (x) a Control Appraisal Event has
occurred and is continuing, or (y) any of Note B-1, Note B-2 or Note B-3 is held by the Mortgage Loan Borrower or a Mortgage
Loan Borrower Related Party, or

 

(y)       
if no Control Appraisal Event has occurred and is continuing, but any of Note B-1, Note B-2 or Note B-3 is held by the Mortgage
Loan Borrower or a Mortgage Loan Borrower Related Party, then, jointly, the


 


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Holders
of one or more B Notes that are not held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or

 

(z)       
if a Control Appraisal Event has occurred and is continuing, or if each of Note B-1, Note B-2 and Note B-3 is held by the
Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, then, jointly, the Note A Holders; provided that:

 

(1)       
if a Control Appraisal Event occurs, then for the purposes of determining whether the Control Appraisal Event is continuing, the
outstanding Note Principal Balance of each B Note shall be adjusted (up or down, as applicable) to reflect the then current Appraisal
Reduction Amount, if any, indicated by any subsequently obtained Appraisal(s); 

 

(2)       
in the event that a Note held by the Controlling Holder pursuant to this definition is held by more than one Person, (1) the Holder(s)
of at least a 51% interest therein may act as the Controlling Holder hereunder and (2) any ownership interest held by the Mortgage
Loan Borrower or a Mortgage Loan Borrower Related Party shall be deemed to equal zero for the purposes of determining which owners
can exercise the rights of the Controlling Holder hereunder; and

 

(3)       
the Controlling Holder shall be entitled to appoint any Person to act on its behalf in exercising the rights of the Controlling
Holder hereunder and under the Servicing Agreement provided
that such appointment is communicated in writing to the Lead Securitization Note Holder and any Servicer acting on its behalf. 
Such designation shall remain in effect until it is revoked by the Controlling Holder by a writing delivered to the parties hereto;
and

 

(ii)
from and after the Lead Securitization Date, the Lead Securitization Trust. 

 

“Controlling
Holder Repurchase Notice” shall have the meaning set forth in Section 11.

 

“Corrected
Mortgage Loan” shall mean:

 

(i)
prior to the Lead Securitization Date, the meaning assigned in the definition herein of “Specially Serviced Mortgage Loan”;
and

 

(ii)
from and after the Lead Securitization Date, the meaning assigned to such term or any analogous term in the Lead Securitization
Servicing Agreement.

 

“Costs”
shall mean all out-of-pocket costs, fees, expenses, Property Advances, interest, payments, losses, liabilities, judgments and/or
causes of action reasonably suffered or


 




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incurred
or reasonably paid by a Holder (or any Servicer or other party (including a securitization trustee, custodian and/or certificate
administrator) acting on behalf of such Holder) pursuant to or in connection with the enforcement and administration of the Mortgage
Loan, the Mortgage Loan Documents (not including any Servicing Fees, Special Servicing Fees, Workout Fees, Liquidation Fees or
Additional Servicing Compensation), the Mortgaged Property, this Agreement, including, without limitation, attorneys’ fees
and disbursements, taxes, assessments, insurance premiums and other protective advances, except for those resulting from the negligence
or willful misconduct of such Holder (or any Servicer or other party (including a securitization trustee) acting on behalf of
such Holder)); provided, however, that none of the following shall be included or deemed to be “Costs”:
(i) the costs and expenses relating to the origination or securitization of any Note, including the payment of any securitization
trustee fee, (ii) the day-to-day customary and usual, ordinary costs of servicing and administering the Mortgage Loan, (iii)
insofar as any Note is an asset of a Securitization Trust and as such to the extent the following amounts are allocable to such
Note under the terms of the related Securitization documents: (a) any fees, costs or expenses related to the reporting and compliance
with the REMIC Provisions or any provisions of the Code relating to the creation or administration of a grantor trust relating
to a Securitization Trust, including the determination related to the amount, payment or avoidance of any REMIC or grantor trust
tax on a Securitization Trust or its assets or transactions, (b) any fees, costs or expenses incurred in connection with any audit
or any review of the related Securitization Trust or its assets or transactions by the Internal Revenue Service or other governmental
authority, (c) any REMIC or grantor trust taxes imposed on the related Securitization Trust or its assets or transactions,
(d) any advance made by a party to the related Securitization
in respect of a delinquent monthly debt service payment on such Note or any interest accrued on such advance, or (e) any fees,
costs or expenses relating to any other mortgage loan included in a Securitization Trust with the related Non-Standalone Note(s).

 

“Cure
Payment” shall have the meaning set forth in Section 11(b).

 

“DBNY”
shall have the meaning assigned to such term in the recitals of this Agreement.

 

“DBNY
Non-Standalone Notes” shall mean the Notes opposite whose designations both “DBNY” appears in the column
titled “Initial Holder” and “No” appears in the column titled “Standalone Note (Yes/No)”
on the Mortgage Loan Schedule, and having an aggregate Initial Note Principal Balance equal to $250,000,000.

 

“DBNY
Standalone A Notes” shall mean the A Notes shall mean the Notes opposite whose designations both “DBNY”
appears in the column titled “Initial Holder” and “Yes” appears in the column titled “Standalone
Note (Yes/No)” on the Mortgage Loan Schedule, and having an aggregate Initial Note Principal Balance equal to $200,000,000.

 

“DBNY
Standalone Notes” shall mean the Notes opposite whose designations both “DBNY” appears in the column
titled “Initial Holder” and “Yes” appears in the column titled “Standalone Note (Yes/No)”
on the Mortgage Loan Schedule, and having an aggregate Initial Note Principal Balance equal to $350,000,000.


 




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

 

“Defaulted
Mortgage Loan Purchase Price” shall mean the sum of the following, without duplication, the sum of (i) the Note Principal
Balance of each A Note (as of the date of purchase), (ii) accrued and unpaid interest on the Note Principal Balance of each A
Note at its Note Interest Rate, up to (but excluding) the date of purchase and if such date of purchase is not a Monthly Payment
Date, up to (but excluding) the Monthly Payment Date next succeeding the date of purchase, provided payment is made in
good funds by 3:00 p.m. New York local time, (iii) any Property Advances that have not been reimbursed from collections on the
Mortgage Loan and the related Advance Interest Amount (but excluding any portion of such Property Advance that was made by a Note
B Holder and any interest thereon), (iv) any interest accrued on any P&I Advance made on any A Note by a party to the Lead
Securitization Servicing Agreement or a Non-Lead Securitization Servicing Agreement, as applicable, at the rate specified in the
related servicing agreement; (v) any accrued and unpaid Servicing Fees, trustee fees, certificate administrator fees, Special
Servicing Fees, Workout Fees, Liquidation Fees and Additional Servicing Compensation, and (vi) any unreimbursed Costs incurred
by any Note A Holder or any party acting on its behalf (which are not included in the preceding clauses of this paragraph).

 

Subject
to the terms of Section
20(h) of this Agreement, the Defaulted Mortgage Loan Purchase Price, in the context of the initial offer for sale of REO Property
or a Specially Serviced Mortgage Loan (to a party other than a Note B Holder) pursuant to the terms of Section
20(g) of this Agreement, shall, in addition to the amounts specified in the preceding paragraph, include the sum of (i) the
Note B Principal Balance (as of the date of purchase), (ii) the accrued and unpaid interest on the Note Principal Balance of each
B Note at its Note Interest Rate, up to (but excluding) the date of purchase and if such date of purchase is not a Monthly Payment
Date, up to (but excluding) the Monthly Payment Date next succeeding the date of purchase, provided
that payment is made in good funds by 3:00 PM New York local time, (iii) any unreimbursed Property Advances made by a Note
B Holder and the related Advance Interest Amount,
(iv) any interest accrued on any P&I Advance made by a party to the Lead Securitization Servicing Agreement in respect of
a B Note at the rate specified in the Lead Securitization Servicing Agreement; and (v) any
unreimbursed Costs incurred by a Note B Holder or any party acting on its behalf (which are not included in the preceding paragraph
or the preceding clauses in this paragraph).

 

In
determining the Defaulted Mortgage Loan Purchase Price, amounts payable by the Mortgage Loan Borrower as a Prepayment Charge,
default interest, Penalty Charges and other similar fees and the value of such amounts shall not be included, unless a Note B
Holder is the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party upon the occurrence of any event which requires
a Repurchase Option Notice pursuant to Section 11 of this Agreement.

 

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

 

“Directing
Holder” shall have the meaning set forth in Section 21(a).

 


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“Eligibility
Requirements” shall mean, with respect to any Person, that such Person 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 is regularly engaged in the business of making or owning commercial real estate
loans (or interests therein), mezzanine loans (or interests therein) or commercial loans (or interests therein) similar to the
Mortgage Loan.

 

“Environmental
Law” shall mean any present or future federal, state or local law, statute, regulation or ordinance, any judicial or
administrative order or judgment thereunder, pertaining to health, industrial hygiene, hazardous substances or the environment,
including, but not limited to, each of the following, as enacted as of the date hereof or as hereafter amended:  the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq.; the Resource Conservation
and Recovery Act of 1976, 42 U.S.C. §§ 6901 et seq.; the Toxic Substance Control Act, 15 U.S.C. §§ 2601 et
seq.; the Water Pollution Control Act (also known as the Clean Water Act, 22 U.S.C. §§ 1251 et seq.), the Clean Air
Act, 42 U.S.C. §§ 7401 et seq. and the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801 et seq.

 

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

 

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

 

“Holder”
shall mean, with respect to each Note, the Initial Holder of such Note or any subsequent holder of such Note.

 

“Initial
Holders” shall mean, individually or collectively as the context may require, the Initial Note A Holders, the Initial
Note B-1 Holder, the Initial Note B-2 Holder and the Initial Note B-3 Holder.

 

“Initial
Note A Holder” shall mean, individually or collectively as the context may require, the Initial Note A Holder/DBNY,
the Initial Note A Holder/MSBNA and the Initial Note A Holder/WFB.

 

“Initial
Note A Holder/DBNY” shall mean DBNY as the initial owner of the DBNY Non-Standalone A Notes and the DBNY Standalone
A Notes.

 

“Initial
Note A Holder/MSBNA” shall mean MSBNA as the initial owner of the MSBNA Non-Standalone A Notes and the MSBNA Standalone
A Notes.

 

“Initial
Note A Holder/WFB” shall mean WFB as the initial owner of the WFB Non-Standalone A Notes and the WFB Standalone A Notes.

 

“Initial
Note B Holders” shall mean, individually or collectively as the context may require, the Initial Note B-1 Holder, the
Initial Note B-2 Holder and the Initial Note B-3 Holder.


 




    12 


    


    


 


“Initial
Note B Principal Balance” shall mean the aggregate Initial Note Principal Balance of Note B-1, Note B-2 and Note B-3.

 

“Initial
Note B-1 Holder” shall mean DBNY as the initial owner of Note B-1.

 

“Initial
Note B-2 Holder” shall mean MSBNA as the initial owner of Note B-2.

 

“Initial
Note B-3 Holder” shall mean WFB as the initial owner of Note B-3.

 

“Initial
Note Principal Balance” shall mean, with respect to each Note as of any date of determination, the “Initial
Note Principal Balance” for such Note set forth in Part B of the Mortgage Loan Schedule.

 

“Interim
Servicer” shall mean the master servicer (or single servicer) appointed jointly by the Initial Holders under this Agreement
and any successor master servicer (or single servicer) appointed as provided hereunder, which Interim Servicer shall be a Qualified
Servicer.  The initial Interim Servicer shall be Wells Fargo Bank, National Association pursuant to the Interim Servicing
Agreement.

 

“Interim
Servicing Agreement” shall mean, collectively, certain servicing agreements (or other servicing arrangements), entered
into between the Initial Holders (or their affiliates), as owners, and the Interim Servicer, as servicer, and any replacement
servicing agreement entered into with any successor Interim Servicer appointed jointly by the Holders.

 

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

 

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

 

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

 

“Lead
Securitization Note Holder” shall mean, (i) prior to the Lead Securitization Date or if each Standalone Note is no
longer included in the Lead Securitization Trust, the Note A-1 Holder, and (ii) from and after the Lead Securitization Date, the
Lead Securitization Trust.

 

“Lead
Securitization Servicing Agreement” shall have the meaning assigned to such term in the recitals of this Agreement.

 

“Lead
Securitization Trust” shall mean the trust established pursuant to the Lead Securitization Servicing Agreement in connection
with the Lead Securitization.

 

“Letter
of Credit” shall mean an irrevocable, unconditional, transferable, clean sight draft letter of credit, as the same
may be replaced, split, substituted, modified, amended, supplemented, assigned or otherwise restated from time to time (either
an evergreen letter of credit or a letter of credit which does not expire until at least two (2) Business Days after the Maturity
Date of the Mortgage Loan) in favor of the Note A Holder and entitling the Note A


 




    13 


    


    
 


Holder
to draw thereon, at a domestic location reasonably acceptable to the Note A Holder, based solely on a statement purportedly executed
by an officer of the Note A Holder stating that it has the right to draw thereon, and issued by a domestic Approved Bank or the
U.S. agency or branch of a foreign Approved Bank.

 

“Liquidation
Fee” shall mean:

 

(i)
prior to the Lead Securitization Date, if the Mortgage Loan or the Mortgaged Property is sold or transferred or otherwise liquidated
(or a Specially Serviced Mortgage Loan is sold or liquidated or a final discounted payoff is made), a fee payable to the Servicer
from Liquidation Proceeds with respect to the Mortgaged Property if the Servicer receives any Liquidation Proceeds with respect
thereto, equal to 25 basis points (0.25%) multiplied by Liquidation Proceeds (net of any Servicing Fees, Special Servicing Fees
and reimbursement of any Advances or interest thereon payable therefrom and legal fees and expenses, Appraisal fees, brokerage
fees, and similar fees and expenses in connection with the maintenance and preservation of the Mortgaged Property) related to
the Mortgage Loan or Mortgaged Property; and

 

(ii)
from and after the Lead Securitization Date, the meaning assigned to such term in the Lead Securitization Servicing Agreement. 

 

The
Liquidation Fee shall be payable to the Special Servicer upon receipt of Liquidation Proceeds; provided, however,
that the parties agree that no Liquidation Fee will be payable in connection with, or out of, Liquidation Proceeds resulting from
the purchase of the Mortgaged Property or all the A Notes by a Note B Holder pursuant to the provisions of this Agreement or the
Lead Securitization Servicing Agreement within ninety (90) days after a Triggering Event of Default.

 

“Liquidation
Proceeds” shall mean:

 

(i)
prior to the Lead Securitization Date, the amount (other than insurance proceeds or amounts required to be paid to the Mortgage
Loan Borrower or other Persons pursuant to the Mortgage Loan Documents or applicable law) received in connection with the liquidation
of the Mortgaged Property or REO Property through a trustee’s sale, foreclosure sale or otherwise or the sale or other
liquidation of the Mortgage Loan, including a final discounted payoff of the Mortgage Loan, and

 

(ii)
from and after the Lead Securitization Date, shall have the meaning assigned to such term in the Lead Securitization Servicing
Agreement.

 

“Major
Decision” means:

 

(i)
prior to the Lead Securitization Date:

 

(a)       
any proposed or actual foreclosure upon or comparable conversion of the ownership of properties securing the Mortgage Loan;


 




    14 


    


    


 


(b)       
any modification, consent to a modification or waiver of a monetary term (other than late payment charges or Default Interest)
or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs but
excluding late payment charges or Default Interest) of the Mortgage Loan or any extension of the Maturity Date of the Mortgage
Loan;

 

(c)       
any sale of the Mortgage Loan, an REO Property for less than the Defaulted Mortgage Loan Purchase Price;

 

(d)       
any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous
Materials located at an REO Property;

 

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

 

(f)       
any waiver of a “due-on-sale” or “due-on-encumbrance” clause or any consent to such waiver or consent
to a transfer of the Mortgaged Property or interests in the Mortgage Loan Borrower or consent to the incurrence of additional
debt, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under the loan agreement;

 

(g)       
any property management company changes for which the lender is required to consent or approve under the Mortgage Loan Documents 
or franchise changes for which the lender is required to consent or approve under the Mortgage Loan Documents;

 

(h)       
releases of any escrows, reserve accounts 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;

 

(i)        
any acceptance of an assumption agreement releasing the Mortgage Loan Borrower from liability under the Mortgage Loan and for
which there is no lender discretion;

 

(j)        
any determination of an Acceptable Insurance Default;

 

(k)       
the determination of the Special Servicer pursuant to clause (b) of the definition of “Specially Serviced Loan”;
and

 

(l)        
any acceleration of the Mortgage Loan following a default or an event of default or any initiation of judicial, bankruptcy or
similar proceedings under the Mortgage Loan Documents; and

 

(ii)
from and after the Lead Securitization Date, shall have the meaning assigned to such term in the Lead Securitization Servicing
Agreement.

 


    15 


    


    
 

 “Master
Servicer” shall have the meaning set forth in the recitals of this Agreement.

 

“Maturity
Date” shall have the meaning assigned to such term as set forth in the Mortgage Loan Schedule.

 

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

 

“Monthly
Payment Date” shall mean the “Monthly Payment Date” set forth in the Mortgage Loan Agreement.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“Mortgage
Loan Borrower Related Parties” shall have the meaning assigned such term in Section 19.

 

“Mortgage
Loan Documents” shall mean the Mortgage, the Mortgage Loan Agreement, the Notes and all other documents evidencing
or securing the Mortgage Loan including, without limitation, all guaranties and indemnities, as same may be amended, modified
or restated in accordance with this Agreement.

 

“Mortgage
Loan Principal Balance” shall mean, at any date of determination, the outstanding principal balance of the Mortgage
Loan.

 

“Mortgage
Loan Schedule” shall mean the schedule in the form attached hereto as Exhibit A, which schedule sets forth certain
information regarding the Mortgage Loan.

 

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

 

“MSBNA”
shall have the meaning assigned to such term in the recitals of this Agreement.

 


    16 


    


    
 

“MSBNA
Non-Standalone Notes” shall mean the Notes opposite whose designations both “MSBNA” appears in the column
titled “Initial Holder” and “No” appears in the column titled “Standalone Note (Yes/No)”
on the Mortgage Loan Schedule, and having an aggregate Initial Note Principal Balance equal to $62,500,000.

 

“MSBNA
Standalone A Notes” shall mean the A Notes shall mean the Notes opposite whose designations both “MSBNA”
appears in the column titled “Initial Holder” and “Yes” appears in the column titled “Standalone
Note (Yes/No)” on the Mortgage Loan Schedule, and having an aggregate Initial Note Principal Balance equal to $162,500,000.

 

“MSBNA
Standalone Notes” shall mean the Notes opposite whose designations both “MSBNA” appears in the column
titled “Initial Holder” and “Yes” appears in the column titled “Standalone Note (Yes/No)”
on the Mortgage Loan Schedule, and having an aggregate Initial Note Principal Balance equal to $237,500,000.

 

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

 

“Non-Controlling
Holder” shall mean any Holder that is not the Controlling Holder.  In the event that any Note is an asset of a
Non-Lead Securitization, the rights of the Holder of any such Note in its capacity as a Non-Controlling Holder may be exercised
by the “directing holder,” “controlling class representative” or other party designated to exercise
such rights pursuant to the terms of the related Non-Lead Securitization Servicing Agreement.

 

“Non-Lead
Securitization” shall mean the sale of all or a portion of any Non-Standalone Note to a depositor, who will in turn
include such Note as part of the related Non-Lead Securitization of one or more other mortgage loans.

 

“Non-Lead
Securitization Servicing Agreement” shall mean any pooling and servicing agreement (or analogous agreement) relating
to a Note, other than the Lead Securitization Servicing Agreement.

 

“Nonrecoverable
Administrative Advance” means an Administrative Advance that has been determined to be “nonrecoverable”
in accordance with the terms of the applicable Servicing Agreement.

 

“Nonrecoverable
P&I Advance” means a P&I Advance that has been determined to be “nonrecoverable” in accordance
with the terms of the Lead Securitization Servicing Agreement or Non-Lead Securitization Servicing Agreement, as applicable.

 

“Nonrecoverable
Property Advance” means a Property Advance that has been determined to be “nonrecoverable” in accordance
with the terms of the applicable Servicing Agreement.

 

“Non-Standalone
Notes” shall means the DBNY Non-Standalone Notes, the MSBNA Non-Standalone Notes and the WFB Non-Standalone Notes.


 


    17 


    


    
 


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

 

“Note
A Principal Balance” shall mean, as of any date of determination, the aggregate Note Principal Balance of the A Notes.

 

“Note
A-1 Holder” shall mean, individually or collectively as the context may require, the Initial Note A Holders, or any
subsequent holders, of the Notes respectively bearing the designations “A-1-S1”, “A-1-S2”, “A-1-S3”,
“A-1-C1”, “A-1-C2”, “A-1-C3”, “A-1-C4”, “A-1-C5”, “A-1-C6”,
“A-1-C7” and “A-1-C8”.

 

“Note
A-2 Holder” shall mean, individually or collectively as the context may require, the Initial Note A Holders, or any
subsequent holders, of the Notes respectively bearing the designations “A-2-S1”, “A-2-S2”, “A-2-S3”,
“A-2-C1”, “A-2-C2”, “A-2-C3”, “A-2-C4”, “A-2-C5”, “A-2-C6”
and “A-2-C7”.

 

“Note
A-3 Holder” shall mean, individually or collectively as the context may require, the Initial Note A Holders, or any
subsequent holders, of the Notes respectively bearing the designations “A-3-S1”, “A-3-S2”, “A-3-S3”,
“A-3-C1”, “A-3-C2”, “A-3-C3”, “A-3-C4” and “A-3-C5”.

 

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

 

“Note
B Principal Balance” shall mean, as of any date of determination, the aggregate Note Principal Balance of the B Notes. 

 

“Note
B-1” shall mean the Note bearing the designation “B-1”.

 

“Note
B-1 Holder” shall mean the Initial Note B-1 Holder or any subsequent holder of Note B-1.

 

“Note
B-2” shall mean the Note bearing the designation “B-2”.

 

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

 

“Note
B-3” shall mean the Note bearing the designation “B-3”.

 

“Note
B-3 Holder” shall mean the Initial Note B-3 Holder or any subsequent holder of Note B-3.

 

“Note
Default Interest Rate” shall mean, with respect to each Note, the “Note Default Interest Rate” for such
Note as set forth in the Mortgage Loan Schedule.

 

“Note
Interest Rate” shall mean, with respect to each Note, the “Note Interest Rate” for such Note as set forth
in the Mortgage Loan Schedule.


 


    18 


    


    
 


“Note
Principal Balance” shall mean, with respect to each Note at any time of determination, the “Initial Note Principal
Balance” for such Note as set forth in the Mortgage Loan Schedule, as previously reduced by payments of principal thereon
received by the related Holder and any reductions in such amount pursuant to Section 4(c) and Section 7.

 

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

 

“P&I
Advance” shall mean an advance made in respect of a delinquent monthly debt service payment on a Note included in a
Securitization by a party to such Securitization (and in accordance with the terms of the Lead Securitization Servicing Agreement
or the related Non-Lead Securitization Servicing Agreement, as the case may be).

 

“Penalty
Charges” shall mean any amounts actually collected on the Mortgage Loan from the Mortgage Loan Borrower that represent
late payment charges, other than a Prepayment Charge or default interest.

 

“Percentage
Interest” shall mean, with respect to each Note, as of any date of determination, the ratio of the Note Principal Balance
of such Note to the Mortgage Loan Principal Balance.

 

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

 

“Person”
shall mean any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political subdivision thereof.

 

“Prepayment”
shall mean any payment of principal made by the Mortgage Loan Borrower with respect to the Mortgage Loan which is received in
advance of its scheduled Maturity Date, whether made by reason of a casualty or condemnation, due to the acceleration of the maturity
of the Notes or otherwise.

 

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

 

“Prime
Rate” shall mean the “Prime Rate” in effect from time to time (as published in the “Money Rates”
section of The Wall Street Journal or, if such section or publication no longer is available, such other publication
as determined by the Note A-1 Holder in its reasonable discretion).

 

“Property
Advance” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at any time
that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous concept
under the


 


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servicing
agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this Agreement.

 



“Qualified
Institutional Lender” shall mean each Initial Note A Holder, the Initial Note B-1 Holder, the Initial Note B-2 Holder
and the Initial Note B-3 Holder and the following:

 

(a)           
an entity Controlled (as defined below) by, or under common Control (as defined below) with, any one or more of the Initial Note
A Holders, the Initial Note B-1 Holder, the Initial Note B-2 Holder and the Initial Note B-3 Holder, or

 

(b)           
one or more of the following:

 

(i)        
an insurance company, bank, savings and loan association, investment bank, trust company, commercial credit corporation, pension
plan, pension fund, pension fund advisory firm, mutual fund, real estate investment trust, governmental entity or plan, in any
case, which satisfies the Eligibility Requirements, or,

 

(ii)       
an investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule 144A
under the Securities Act of 1933, as amended, or an investment advisor registered under the Investment Advisers Act of 1940 or
an institutional accredited investor under Regulation D, which regularly engages in the business of making or owning investments
of types similar to the Mortgage Loan or the related Note, which satisfies the Eligibility Requirements, or

 

(iii)      
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, a Note or any interest therein (any of the foregoing,
a “Securitization Vehicle”), provided that (1) one or more classes of securities issued by such Securitization
Vehicle is initially rated at least investment grade by at least two of the Rating Agencies which assigned a rating to one or
more classes of securities issued in connection with a Securitization (it being understood that with respect to any Rating Agency
that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating Agency Confirmation will not be
required in connection with a transfer of such Note or any interest therein to such Securitization Vehicle); (2) 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 or any interest therein in accordance with servicing
arrangements for the assets held by the Securitization Vehicle which require that such Approved Servicer act in accordance with
a servicing standard notwithstanding any contrary direction or instruction from any other Person; or (3) in the case of a Securitization
Vehicle that is a 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 (a),
(b)(i), (b)(ii), (b)(v), (b)(vi) or (c) of this definition, or

 

(iv)      
an investment fund, limited liability company, limited partnership or general partnership in which a Permitted Fund Manager acts
as the general partner,


 


    20 


    


    
 


managing
member, or the fund manager responsible for the day to day management and operation of such investment vehicle and provided
that at least fifty percent (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, or

 

(v)       
an institution substantially similar to any of the foregoing in clauses (b)(i), (ii) or (iv), which satisfies the Eligibility
Requirements;

 

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

 

(c)          
any entity Controlled (as defined below) by, or under common Control (as defined below) with, any of the entities described in
clause (b)(i), (ii) or (v) above.

 

(d)         
any Person for which a Rating Agency Confirmation has been obtained.

 

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

 

“Qualified
Servicer” shall mean:

 

(i)
prior to the Lead Securitization Date, either (x) a mortgage finance institution, insurance company, bank or mortgage servicing
institution (A) organized and doing business under the laws of the United States or any state of the United States or the District
of Columbia, (B) authorized to transact business in the jurisdiction where each Mortgaged Property is located, if and to the extent
required by applicable law to enable such institution to perform its obligations under the Interim Servicing Agreement or, in
the event that such institution is acting as a sub-servicer, under the applicable sub-servicing agreement, and otherwise as contemplated
hereby, and (C) (1) has a rating of at least “CMS2” (in the case of a master servicer) and “CSS2”
(in the case of a special servicer) in the case of Fitch, (2) is on S&P’s Select Servicer List as a U.S. Commercial
Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, in the case of S&P, (3) ranked at
least “MOR CS3” by Morningstar, (4) in the case of Moody’s, such servicer is acting as servicer for one or
more loans included in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month
period prior to the date of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class
of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such
servicer as servicer of such commercial mortgage loans, (5) in the case of KBRA, KBRA has not cited servicing concerns of such
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 CMBS transaction serviced by such servicer
prior to the time


 


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of
determination, or (6) in the case of DBRS, such servicer is acting as servicer for one or more loans included in a commercial
mortgage loan securitization that was rated by DBRS within the twelve (12) month period prior to the date of determination, and
DBRS has not cited servicing concerns of such 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 any other commercial mortgage-backed securitization transaction serviced by such servicer prior to the time of determination,
or (y) as to which each of the Rating Agencies shall have delivered to the Trustee written confirmation to the effect that
the service by such entity as Servicer or Special Servicer, as the case may be, would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then current ratings assigned to the securities issued under the Servicing Agreement, and

 

(ii)
from and after the Lead Securitization Date, the meaning assigned to such term or analogous term in the Lead Securitization Servicing
Agreement.

 

“Qualified
Trustee” shall mean (i) a corporation, national bank, national banking association or a trust company, organized and
doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust
powers and to accept the trust conferred, having a combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii)
an institution whose long-term senior unsecured debt is rated any 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 designated by the Lead Securitization Note Holder; provided, however, that
at any time during which any A Note or B Note is an asset of a Securitization, “Rating Agencies” or “Rating
Agency” shall mean the rating agencies that from time to time rate (and were engaged by the applicable depositor to so
rate) the securities issued in connection with such Securitization (and at the time of determination continue to do so).

 

“Rating
Agency Confirmation” shall have, at any time that any A Note or B Note is an asset of a Securitization, the meaning
assigned to such term or analogous term in the Servicing Agreement.

 

“Realized
Losses” mean any reduction in the Mortgage Loan Principal Balance
that does not result in an accompanying payment of principal to any of the Holders, which may result from, but is not limited
to, one of the following circumstances:  (i) the cancellation or forgiveness of any portion of the Mortgage Loan Principal
Balance in connection with a bankruptcy or similar proceeding or a modification or amendment of the Mortgage Loan granted by the
Servicer pursuant to the terms of the Servicing Agreement, or (ii) a reduction in the Mortgage Interest Rate or the Note Interest
Rate for any Note in connection with a bankruptcy or similar proceeding involving the Mortgage Loan Borrower or a modification
or amendment of the Mortgage Loan agreed to by the Servicer in accordance with the terms of the Servicing 


 




    22 


    


    
 


Agreement
that, as a result of the application of Section
7, results in the application of principal to pay interest to one or more Holders (each such Realized Loss described in this
clause (ii) shall be deemed to have been incurred on the Monthly Payment Date for each affected monthly payment).

 

“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 Commission
or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective
from time to time as of the compliance dates specified therein.

 

“REMIC”
shall have the meaning assigned to such term in Section 4(h).

 

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

 

“Remittance
Date” shall mean:

 

(i)        
with respect to each Standalone Note, and each Non-Standalone Note prior to the related Non-Lead Securitization, the “Servicer
Remittance Date” (or analogous term) as defined in the Lead Securitization Servicing Agreement; and

 

(ii)       
with respect to each Non-Standalone Note from and after its Non-Lead Securitization, if any, the earlier of (a) the “Servicer
Remittance Date” (or analogous term) as defined in the Lead Securitization Servicing Agreement or (b) the first Business
Day after the “determination date,” as such term or a similar term is defined in the related Non-Lead Securitization
Servicing Agreement (as long as such date is at least two Business Days after receipt of properly identified funds); provided,
however, that in no event shall the determination date be prior to the 9th.

 

“REO
Proceeds” shall mean, with respect to any REO Property, all revenues received by the applicable Servicer with respect
to such REO Property or the Mortgage Loan, which do not constitute Liquidation Proceeds. From and after the Lead Securitization
Date, “REO Proceeds” shall have the meaning assigned to such term or any analogous term in the Lead Securitization
Servicing Agreement.

 

“REO
Property” shall mean any Mortgaged Property title to which has been acquired by the Servicer on behalf of the Holders
through foreclosure, deed-in-lieu of foreclosure or otherwise. From and after the Lead Securitization Date, “REO Property”
shall have the meaning assigned to such term or any analogous term in the Lead Securitization Servicing Agreement.

 

“Repurchase
Date” shall have the meaning assigned such term in Section 11.


 




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“Repurchase
Option Notice” shall have the meaning assigned such term in Section 11.

 

“Required
Special Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of at least
“CSS3”, (ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S.
Commercial Mortgage Special Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer
for one or more loans included in a commercial mortgage loan securitization that was rated by Moody’s within the twelve
(12) month period prior to the date of determination, and Moody’s has not downgraded or withdrawn the then-current rating
on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation
of such special servicer as special servicer of such commercial mortgage loans, (iv) in the case of Morningstar, either (a) the
special servicer 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, KBRA, Morningstar, Moody’s,
Fitch or DBRS and the Trustee relating to the Securitization does not have actual knowledge that Morningstar has, 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 CMBS transactions
that is rated by DBRS within the twelve (12) month period prior to the date of determination, and DBRS has not downgraded or withdrawn
the then-current rating on any class of CMBS or placed any class of CMBS 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.  The requirement of any rating agency that is not a Rating Agency shall be disregarded.

 

“Reserve
Collateral” shall have the meaning assigned such term in Section 21(i).

 

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

 

“Securitization”
shall mean the Lead Securitization and any Non-Lead Securitization, as the context may require.

 

“Securitization
Trust” shall mean the Lead Securitization Trust or any trust formed in connection with the Securitization of any Non-Standalone
Note, as the context may require.


 




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“Servicer”
shall mean (i) prior to the Lead Securitization Date, the Interim Servicer, and (ii) from and after the Lead Securitization Date,
the Master Servicer or the Special Servicer, as the context may require.

 

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

 

“Servicing
Fee” shall have the meaning assigned to such term in Section 4.

 

“Servicing
Fee Rate” shall mean the sum of: (i) 0.125 basis points (0.00125%) per annum (which consists solely of the primary
servicing fee rate with respect to the Standalone Notes and the Non-Standalone Notes) and (ii)(A) with respect to the Standalone
Notes, 0.125 basis points (0.00125%) per annum (which consists of the master servicing fee rate with respect to the Standalone
Notes) and (B) with respect to the Non-Standalone Notes, a rate per annum payable to the applicable master servicer of
the related Non-Lead Securitization.

 

“Special
Servicer” shall have the meaning set forth in the recitals of this Agreement.

 

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

 

“Special
Servicing Fee” shall have the meaning assigned to such term in Section 4.

 

“Special
Servicing Fee Rate” shall mean an amount:

 

(i)
prior to the Lead Securitization Date, so long as the Mortgage Loan is a Specially Serviced Mortgage Loan, an amount equal to
the product of (A) 15 basis points (0.150%) per annum and (B) the Mortgage Loan Principal Balance; and

 

(ii)
from and after the Lead Securitization Date, the meaning assigned to such term or analogous term in the Lead Securitization Servicing
Agreement.

 

“Specially
Serviced Mortgage Loan” shall mean the Mortgage Loan if:

 

(i)
prior to the Lead Securitization Date, any of the following occurs:  (a) the Mortgage Loan Borrower fails to make a monthly
debt service payment for a period of 60 days after its Monthly Payment Date; (b) in the reasonable business judgment of the Servicer
(with the consent of the applicable Controlling Holder), exercised in accordance with Accepted Servicing Practices, there is an
imminent risk of an Event of Default consisting of a failure to make a monthly debt service payment which Event of Default is
likely to remain unremedied for a period of 60 days or more; (c) the Servicer has received notice or has actual knowledge
that the Mortgage Loan Borrower has become the subject of any bankruptcy, insolvency or similar proceeding, admitted in writing
its inability to pay its debts as they come due or made an assignment for the benefit of creditors; (d) the Servicer has
received notice of a foreclosure or threatened foreclosure of any lien upon


 




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the
Mortgaged Property; (e) except with respect to matters already addressed in clause (a) of this definition, the Servicer has
received notice or has actual knowledge that the Mortgage Loan Borrower is in default beyond any applicable notice and/or grace
periods in the performance or observance of any of its obligations under the related Mortgage Loan Documents the failure of which
to cure, in the reasonable business judgment of the Servicer, exercised in accordance with Accepted Servicing Practices, materially
and adversely affects the interests of the Holders; or (f) a failure on the part of the Mortgage Loan Borrower to make the Balloon
Payment as and when the same becomes due and payable.

 

The
period during which the Mortgage Loan is specially serviced shall end and the Mortgage Loan shall be a “Corrected Mortgage
Loan”:  (1) with respect to the circumstances described in clause (a) above, when the Mortgage Loan Borrower
has paid in full all payments due under the Mortgage Loan and has made three consecutive full and timely monthly debt service
payments under the terms of the Mortgage Loan or, if the Mortgage Loan is “worked out”, when the Mortgage Loan Borrower
has made three consecutive full and timely monthly debt service payments under the terms of the Mortgage Loan as modified in connection
with such workout; (2) with respect to the circumstances described in clauses (b), (c) and (d) above, when such circumstances
cease to exist in the good faith judgment of the Servicer, or in the case of clause (b) above the related Event of Default does
not occur within sixty (60) days from the date of such determination; (3) with respect to the circumstances described in clause (e)
above, when the Mortgage Loan Borrower has cured such default; or (4) with respect to the circumstances described in clause (f)
above, when the Mortgage Loan Borrower has paid in full all payments due under the Mortgage Loan or, if the Mortgage Loan is “worked
out,” when the Mortgage Loan Borrower has made three consecutive full and timely monthly debt service payments under the
terms of the Mortgage Loan as modified in connection with such workout; provided, in any case, that at that time no other
circumstance identified in clauses (a) through (f) above exists that would cause the Mortgage Loan to continue to be characterized
as a Specially Serviced Mortgage Loan; and

 

(ii)
from and after the Lead Securitization Date, the meaning given to such term or analogous term in the Lead Securitization Servicing
Agreement.

 

“Standalone
A Notes” shall mean the DBNY Standalone A Notes, the MSBNA Standalone A Notes and the WFB Standalone A Notes.

 

“Standalone
Notes” shall mean the DBNY Standalone Notes, the MSBNA Standalone Notes and the WFB Standalone Notes.

 

“Transfer”
shall have the meaning assigned such term in Section 18.

 

“Triggering
Event of Default” shall mean (i) any Event of Default with respect to an obligation of the Mortgage Loan Borrower to
pay money due under the Mortgage Loan or (ii) any non-monetary Event of Default as to which the Mortgage Loan becomes a Specially
Serviced Mortgage Loan (which, for clarification, shall not include any imminent Event of


 




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Default
(i.e., subclause (i)(b) of the definition of Specially Serviced Mortgage Loan)).  A Triggering Event of Default shall not
exist to the extent a Note B Holder is exercising its cure rights in accordance with Section 11(b) or prior to the expiration
of any cure period granted pursuant to Section 11(b).

 

“Trust
Fund Expenses” shall mean with respect to the Mortgage Loan, any unanticipated expenses and certain other default related
expenses incurred by any Securitization Trust (including, without limitation, all Property Advances (together with interest thereon
at the Advance Rate), all Administrative Advances (together with interest thereon at the Advance Rate) and all P&I Advances
(together with interest thereon at the rates specified in the Lead Securitization Servicing Agreement and the Non-Lead Securitization
Servicing Agreement applicable to each Note) and all additional trust fund expenses, to the extent not reimbursed by the Mortgage
Loan Borrower or deemed to be a Nonrecoverable Property Advance) and all other amounts (such as indemnification payments) permitted
to be retained, reimbursed or withdrawn by (or remitted to) the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or any operating advisor, as applicable, from the Collection Account or the Distribution Account pursuant to the
Lead Securitization Servicing Agreement or permitted to be reimbursed to any of the parties to a Non-Lead Securitization Servicing
Agreement pursuant to the terms thereof.  Any fees, costs or expenses relating to any other mortgage loan included in a Securitization
Trust with the related Non-Standalone Note(s) shall not be considered Trust Fund Expenses.

 

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

 

“Updated
Appraisal” shall mean an Appraisal of the Mortgaged Property or related REO Property, as the case may be, conducted
subsequent to any Appraisal performed on or prior to the date of this Agreement by an Appraiser, selected by the applicable Servicer,
in accordance with MAI standards, the costs of which shall be paid as a Property Advance by the Lead Securitization Note Holder
or applicable Servicer.

 

“Workout
Fee” shall mean (i) prior to the Lead Securitization Date, a fee equal to 25 basis points (0.250%) of each collection
of interest and principal (including scheduled payments, prepayments, Balloon Payments and payments at maturity) received on a
Corrected Mortgage Loan, and (ii) from and after the Lead Securitization Date, the meaning assigned to such term in the Lead Securitization
Servicing Agreement. 

 

The
Workout Fee shall be payable out of each collection of interest and principal (including scheduled payments, prepayments, Balloon
Payments and payments at maturity) received on the Mortgage Loan for so long as the Mortgage Loan does not subsequently become
a Specially Serviced Mortgage Loan.  The Workout Fee with respect to the Mortgage Loan shall cease to be payable if the Mortgage
Loan subsequently becomes a Specially Serviced Mortgage Loan or if the Mortgaged Property becomes an REO Property; provided
that, if the Mortgage Loan thereafter ceases to be a Specially Serviced Mortgage Loan, a new Workout Fee shall become payable
to the applicable Servicer that had responsibility for servicing the Mortgage Loan at such time.


 




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

 

“WFB
Non-Standalone Notes” shall mean the Notes opposite whose designations both “WFB” appears in the column
titled “Initial Holder” and “No” appears in the column titled “Standalone Note (Yes/No)”
on the Mortgage Loan Schedule, and having an aggregate Initial Note Principal Balance equal to $62,500,000.

 

“WFB
Standalone A Notes” shall mean the A Notes shall mean the Notes opposite whose designations both “WFB”
appears in the column titled “Initial Holder” and “Yes” appears in the column titled “Standalone
Note (Yes/No)” on the Mortgage Loan Schedule, and having an aggregate Initial Note Principal Balance equal to $162,500,000.

 

“WFB
Standalone Notes” shall mean the Notes opposite whose designations both “WFB” appears in the column titled
“Initial Holder” and “Yes” appears in the column titled “Standalone Note (Yes/No)” on
the Mortgage Loan Schedule, and having an aggregate Initial Note Principal Balance equal to $237,500,000.

 

2.        
Subordination of B Notes.  Each B Note and the right of each Note B Holder to receive payments with respect to its
respective B Note shall, subject to the provisions of this Agreement, at all times be junior, subject and subordinate to each
A Note and the rights of each Note A Holder to receive payments with respect to its respective A Note.

 

3.        
Intentionally Omitted.

 

4.        
Administration of the Mortgage Loan.  (a)  From and after the date hereof and prior to the Lead Securitization
Date, the Interim Servicer shall administer and service the Mortgage Loan consistent with the terms of this Agreement, the Interim
Servicing Agreement, the Mortgage Loan Documents, Accepted Servicing Practices and applicable law. 

 

(b)       
From and after the Lead Securitization Date, the administration and servicing of the Mortgage Loan shall be governed by this Agreement
and the Lead Securitization Servicing Agreement, provided that:

 

(i)        
except as expressly provided for in this Agreement, the rights and remedies of any Note B Holder under the Lead Securitization
Servicing Agreement shall not be materially impaired compared to the rights and remedies of such Note B Holder set forth herein
(and the obligations of any Note B Holder under the Lead Securitization Servicing Agreement shall not be materially increased
compared to the obligations of such Note B Holder set forth herein),

 

(ii)       
the provisions of the Lead Securitization Servicing Agreement may differ from this Agreement to the extent requested by the Rating
Agencies, the subordinate bond buyers or any of the other parties thereto and necessary in order that each Initial Holder and
its Affiliates obtain accounting “sale” treatment for its respective Note under FAS 140, provided that, in
all cases, any such differences between this Agreement and the Lead Securitization Servicing Agreement shall not have a material
adverse effect on any of the rights, remedies or protections granted to the Holders under this Agreement


 




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(without
giving effect to any provision of this Agreement which states that a term shall have “the meaning assigned to such term
in the Servicing Agreement,” or be “subject to the Servicing Agreement” or similar phrases),

 

(iii)      
from and after the Lead Securitization Date, such Lead Securitization Servicing Agreement shall not be modified in any manner
materially adverse to a Holder without the prior written consent of such Holder, and

 

(iv)      
the Lead Securitization Servicing Agreement shall contain terms and conditions as are set forth in Section 40(c) of this
Agreement and such additional provisions that are customary for securitization transactions involving assets similar to the Mortgage
Loan and that are otherwise (i) required by the Code relating to the tax elections of any Securitization Trust, (ii) required
by law or changes in any law, rule or regulation or (iii) generally required by the Rating Agencies in connection with the issuance
of ratings in securitizations similar to the Lead Securitization.

 

(c)       
The Servicer shall distribute (or cause to be distributed) to the Holders all payments due to the Holders in accordance with Section 5
and Section 6 hereof; provided, however, prior to calculating any amount of interest or principal
due on such date to the Holders, the Servicer shall reduce the Note Principal Balances of the B Notes pro rata (based on
their respective outstanding Note Principal Balances) (in each case, not below zero) by any Realized Loss with respect to the
Mortgage Loan, and after the Note Principal Balance of each B Note has been reduced to zero, the Servicer shall reduce the Note
Principal Balances of the A Notes pro rata (based on their respective outstanding Note Principal Balances) (in each case,
not below zero) by any Realized Loss with respect to the Mortgage Loan. 

 

(d)      
In consideration for servicing the Mortgage Loan (inclusive of each Note) a servicing fee shall accrue at a rate not to exceed
the Servicing Fee Rate on the sum of the outstanding Note A Principal Balance and the outstanding Note B Principal Balance (the
“Servicing Fee”).  The Servicing Fee shall be paid on the same interest accrual basis and for the same
period of time for which interest is paid on the Mortgage Loan, and shall be paid in accordance with the priorities set forth
in Section 5 and Section 6. 

 

(e)       
In consideration for special servicing the Mortgage Loan (inclusive of each Note) a special servicing fee shall accrue at a rate
not to exceed the Special Servicing Fee Rate on the sum of the outstanding Note A Principal Balance and the outstanding Note B
Principal Balance (the “Special Servicing Fee”).  The Special Servicing Fee shall be payable to the
Special Servicer if the Mortgage Loan shall become a Specially Serviced Mortgage Loan, for so long as the Mortgage Loan remains
a Specially Serviced Mortgage Loan.  Subject to any liquidation set forth in the Lead Securitization Servicing Agreement,
the Liquidation Fee shall be payable to the Special Servicer upon receipt of Liquidation Proceeds.  For any period during
which the provisions of Section 6 apply, any Workout Fees or Liquidation Fees shall be paid from funds available for
distribution prior to the distribution of funds to the Holders in accordance with Section 6 (it being agreed that
a Workout Fee and a Liquidation Fee shall not be payable with respect to the same payment or with respect to the same period of
time, or otherwise simultaneously or duplicatively).  The Holders acknowledge that pursuant to the Servicing Agreement, the
Servicers may be entitled to receive Additional Servicing


 




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Compensation. 
To the extent any such Additional Servicing Compensation is actually received by a Servicer in accordance with the Servicing Agreement,
such Servicer shall be entitled to retain the same.  In no event, however, shall any amounts relating to Additional Servicing
Compensation that are not otherwise actually received by a Servicer (or its subservicer) be deducted from any distributions to
any Holder pursuant to Section 5 or Section 6, as applicable.

 

(f)       
Notwithstanding anything to the contrary contained herein, if each of the Standalone Notes ceases to be an asset of the Lead Securitization
Trust, the provisions of this Agreement shall apply in their entirety, and each Holder hereby agrees that the Mortgage Loan shall
be serviced pursuant to this Agreement.  In such event, all references herein to the “Servicing Agreement”
and to “from and after the Lead Securitization Date” and any ancillary provisions relating thereto shall be deemed
to be inoperative and of no further force and effect; provided, the actual servicing of the Mortgage Loan under this Agreement
shall be performed by a successor Master Servicer appointed by the Lead Securitization Note Holder and a successor Special Servicer
shall be appointed by the Controlling Holder, both of which replacement Servicers shall be Qualified Servicers and shall be reasonably
acceptable to each of the Holders; provided, further, that until a replacement servicing agreement, if necessary,
has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions
of the Lead Securitization Servicing Agreement, as if such agreement were still in full force and effect with respect to the Mortgage
Loan, by the Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Note Holder that is a “qualified
servicer” meeting the requirements of the Lead Securitization Servicing Agreement; provided, however, that
such servicer shall have no obligation to make P&I Advances or Administrative Advances.  Any such entity acting as a
successor Master Servicer or successor Special Servicer of the Mortgage Loan pursuant to the proviso of the preceding sentence
will be required to perform such servicing in accordance with Accepted Servicing Practices and the provisions of this Agreement. 

 

(g)       
Notwithstanding anything to the contrary contained herein, in accordance with this Agreement and the Lead Securitization Servicing
Agreement, the Lead Securitization Servicing Agreement shall provide that the Servicers are required to service and administer
the Mortgage Loan in accordance with Accepted Servicing Practices. 

 

(h)       
If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the
meaning of Section 860D(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (notice of
which shall be given by the related Holder to the other Holders within three (3) Business Days of the “startup day”,
within the meaning of Section 860(G)(a)(9) of the Code, of the related REMIC), then, any provision of this Agreement to the
contrary notwithstanding:  (i) the Mortgage Loan shall be administered such that each Note qualifies 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 Holders pursuant to a foreclosure, exercise of a power
of sale or delivery of a deed-in-lieu of foreclosure of the Mortgage or lien on such property following a default on the Mortgage
Loan shall be administered so that the interests of the Holders therein shall at all times qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code and (iii) the related Holder 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


 




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exercise
or refrain from exercising any powers or rights which the related Holder 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 Stated Department of the Treasury, more than three (3) months after the earliest startup day
of any REMIC which includes the related Note (or any portion of such Note).  The Holders agree that the provisions of this
Section 4(h) shall be effected by compliance by the related Holder or its assignee with this Agreement or the Servicing
Agreement or any other agreement which governs the administration of the Mortgage Loan or such Holder’s interest therein.
All costs and expenses of compliance with this Section 4(h), to the extent that such costs and expenses relate to administration
of a REMIC or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual
payment of any REMIC tax or expense, shall be borne by the Holders.

 

(i)           
The Holders acknowledge that so long as any Note is included in a Securitization, the rights under Section 9.3.2 of the Mortgage
Loan Agreement shall not be exercisable by any Holder.

 

5.        
Payments Prior to a Triggering Event of Default.  If no Triggering Event of Default shall have occurred, or if a Triggering
Event of Default has occurred but is no longer then continuing, then all amounts tendered by the Mortgage Loan Borrower or otherwise
available for payment on the Mortgage Loan (including, without limitation, payments received in connection with any guaranty or
indemnity agreement), whether received in the form of monthly debt service payments, Prepayments, Balloon Payments, Liquidation
Proceeds (other than any Repurchase Price), Penalty Charges, Cure Payments, proceeds under title, hazard or other insurance policies
or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain (other than
any amounts for required reserves or escrows required by the Mortgage Loan Documents and 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 Accepted
Servicing Practices or the Mortgage Loan Documents) shall be distributed by the Servicer and applied in the following order of
priority (net of amounts payable or reimbursable to the Master Servicer or Special Servicer in accordance with the Lead Securitization
Servicing Agreement) (and payments shall be made at such times as are set forth herein):

 

(i)        
first, (A) initially, to the Note A Holders (or the Master Servicer or the Trustee of the Lead Securitization and,
if applicable, the master servicers of the related Non-Lead Securitizations) on a pro rata and pari passu basis
(based on their respective outstanding Note Principal Balances), up to the amount of any Nonrecoverable Property Advances (or
in the case of a master servicer of any Non-Lead Securitization, if applicable, its pro rata share of any Nonrecoverable
Property Advances previously reimbursed to the Master Servicer or the Trustee from general collections of the related Non-Lead
Securitization Trust) that remain unreimbursed (together with interest thereon at the applicable Advance Rate), (B) then,
to the Note A Holders (or the Master Servicer or the Trustee and, if applicable, the master servicers of the related Non-Lead
Securitizations), on a pro rata and pari passu basis (based on the their respective outstanding principal balances),
up to the amount of any Nonrecoverable P&I Advances, as applicable, that remain unreimbursed (together with interest thereon
at the applicable


 




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Advance
Rate or analogous advance rate under such Non-Lead Securitization), (C) then, to the Note B Holders (or the Master Servicer
or the Trustee) on a pro rata and pari passu basis (based on their respective outstanding principal balances) up
to the amount of any Nonrecoverable P&I Advances that remain unreimbursed (together thereon at the applicable Advance Rate),
and (D) finally, to the Standalone Note Holders (or the Master Servicer or the Trustee of the Lead Securitization), on
a pro rata and pari passu basis (based on the outstanding Note Principal Balances of the Standalone Notes), up to
the amount of any Nonrecoverable Administrative Advances that remain unreimbursed (together with interest thereon at the applicable
Advance Rate);

 

(ii)       
second, to the Holders of the Standalone Notes (or any Servicer or Trustee (if any), as applicable), on a pro rata
and pari passu basis (based on the unreimbursed amount of costs paid or payable), up to the amount of any unreimbursed
Costs paid or any Costs currently payable or paid or advanced by such Holders (or any Servicer or the Trustee (if any), as applicable),
with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement, including, without limitation, unreimbursed
Property Advances and Administrative Advances and interest thereon at the applicable Advance Rate, to the extent such Costs, Property
Advances and Administrative Advances and interest thereon are then payable or reimbursable hereunder, or, after the Lead Securitization
Date, under the Lead Securitization Servicing Agreement;

 

(iii)      
third, (A) initially, to each Note A Holder and each Note B Holder (or the
Master Servicer), the applicable accrued and unpaid Servicing Fee on the related A Note or related B Note (without duplication
of any portion of the Servicing Fee paid by Mortgage Loan Borrower), as the case may be, and (B) then, to each Note A Holder
and each Note B Holder (or the Special Servicer), any Special Servicing Fees, Workout Fees and Liquidation Fees earned by it with
respect to the Mortgage Loan under this Agreement or the Servicing Agreement;

 

(iv)      
fourth, pari passu to each Note A Holder, up to an amount equal to the accrued
and unpaid interest on the Note Principal Balance of its A Note at its Net Note Interest Rate, with the aggregate amount so payable
to be allocated between the Note A Holders on a pro rata basis according to the amount of accrued and unpaid interest due
to each such Note A Holder;

 

(v)       
fifth, pari passu, in respect of principal, to the Note A Holders all payments
and prepayments of amounts allocable to the reduction of the principal balance of the Mortgage Loan in accordance with the Mortgage
Loan Agreement until the Note Principal Balances of the A Notes have been reduced to zero, with the aggregate amount so payable
to be allocated between the Note A Holders on a pro rata basis (based on their respective outstanding Note Principal Balances);

 

(vi)      
sixth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed
the amounts required to be applied in accordance with the foregoing clauses (i)-(v), pari passu to each Note A Holder,
an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Note A Holder in accordance with
the terms of Section 4(c) or Section 7(a), plus


 




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interest
thereon at the related Net Note Interest Rate compounded monthly from the date the related Realized Loss was so allocated to such
Note A Holder, with the aggregate amount so payable to be allocated between the Note A Holders on a pro rata basis according
to the amount of Realized Losses previously allocated to each such Note A Holder;

 

(vii)     
seventh, to the Note B Holders, if any, whose B Notes are not included in the Lead Securitization (or any Servicer or Trustee
(if any), as applicable), on a pro rata and pari passu basis (based on the unreimbursed amount of costs paid or
payable), up to the amount of any unreimbursed Costs paid or any Costs currently payable or paid or advanced by such Note B Holders
(or any Servicer or the Trustee (if any), as applicable), with respect to the Mortgage Loan pursuant to this Agreement or the
Servicing Agreement, including, without limitation, unreimbursed Property Advances and Administrative Advances and interest thereon
at the applicable Advance Rate, to the extent such Costs, Property Advances and Administrative Advances and interest thereon are
then payable or reimbursable hereunder, or, after the Lead Securitization Date, under the Lead Securitization Servicing Agreement,
and any Cure Payment made by such Note B Holders pursuant to Section 11(b) hereof;

 

(viii)    
eighth, pari passu, to each Note B Holder, up to an amount equal to the accrued and unpaid interest on the Note
Principal Balance of its B Note at its Net Note Interest Rate, with the aggregate amount so payable to be allocated between the
Note B Holders on a pro rata basis according to the amount of accrued and unpaid interest due to each such Note B Holder;

 

(ix)       
ninth, pari passu, in respect of principal, to the Note B Holders all payments
and prepayments of amounts allocable to the reduction of the principal balance of the Mortgage Loan in accordance with the Mortgage
Loan Agreement until the Note Principal Balances of the B Notes have been reduced to zero, with the aggregate amount so payable
to be allocated between the Note B Holders on a pro rata basis (based on their respective outstanding Note Principal Balances);

 

(x)       
tenth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed
the amounts required to be applied in accordance with the foregoing clauses (i)-(ix), pari passu, to each Note B Holder,
an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Note B Holder in accordance with
the terms of Section 4(c) or Section 7(a), plus interest thereon at the related Net Note Interest Rate
compounded monthly from the date the related Realized Loss was so allocated to such Note B Holder, with the aggregate amount so
payable to be allocated between the Note B Holders on a pro rata basis according to the amount of Realized Losses previously
allocated to each such Note B Holder;

 

(xi)      
eleventh, any interest accrued at the Mortgage Default Rate on the Mortgage Loan Principal Balance to the extent such default
interest amount is (i) actually paid by the Mortgage Loan Borrower, (ii) in excess of interest accrued on the Mortgage Loan Principal
Balance at the Mortgage Interest Rate and (iii) not required to be paid to


 




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the
Master Servicer, the Trustee or the Special Servicer, or the master servicer or trustee under a Non-Lead Securitization Servicing
Agreement, as provided in Section 9(d), pari passu, to each
Note A Holder and each Note B Holder in an amount calculated on the Note Principal
Balance of the related Note at the excess of (x) the Note Default Interest
Rate for such Note over (y) the Note Interest Rate for such Note,
with the aggregate amount so payable to be allocated between the Holders on a pro rata basis according to the respective
amounts due to them under this clause;

 

(xii)     
twelfth, pro rata and pari passu, to each Note A Holder any Prepayment Charge, to the extent actually paid
by the Mortgage Loan Borrower and allocable to any prepayment of the related A Note under the Mortgage Loan Documents, with the
aggregate amount so payable to be allocated between the Note A Holders on a pro rata basis according to the respective amounts
due to them under this clause;

 

(xiii)     
thirteenth, pro rata and pari passu, to each Note B Holder any Prepayment Charge, to the extent actually
paid by the Mortgage Loan Borrower and allocable to any prepayment of the related B Note under the Mortgage Loan Documents, with
the aggregate amount so payable to be allocated between the Note B Holders on a pro rata basis according to the respective
amounts due to them under this clause;

 

(xiv)     
fourteenth, pro rata and pari passu (in the case of Penalty Charges, only to the extent not required to be
paid to the Master Servicer, the Trustee or the Special Servicer as provided in Section 9(d) or in the Lead Securitization
Servicing as contemplated by Section 9(e) or the master servicer or trustee under a Non-Lead Securitization Servicing Agreement
as provided in Section 9(d) and/or in the Non-Lead Securitization Servicing as contemplated by Section 9(e)), to
each Note A Holder and each Note B Holder (or any Servicer or Trustee (if any), as applicable, on its behalf) its Percentage Interest
of any assumption fees and Penalty Charges, in each case to the extent actually paid by the Mortgage Loan Borrower;

 

(xv)      
fifteenth, any excess amount not otherwise applied pursuant to the foregoing clauses (i) through (xiv)
of this Section 5, to the Holders pro rata and pari passu in accordance with their respective initial
Percentage Interests set forth in the Mortgage Loan Schedule.

 

If
any Note (or portion thereof) has been defeased, the foregoing provisions of this Section
5 will apply only to the non-defeased Notes (or portions thereof).  Any Note (or portion thereof) that has been defeased
will be repaid solely from the proceeds of the related defeasance collateral.

 

To
the extent that the Mortgage Loan Borrower pays any Servicing Fees pursuant to the Mortgage Loan Agreement or any modification
or amendment thereof, such fees shall be applied to the payment of the Servicing Fee or the Special Servicing Fee, Workout Fee
and Liquidation Fee, as applicable, pursuant to clause (iii) above, and the amounts paid on account of interest to the Holders
under clauses (iv) and (viii) above for the applicable Remittance Date shall be adjusted accordingly.  Notwithstanding clause
(xiv) above, to the extent that the Mortgage Loan Borrower actually pays any assumption fees, such assumption fees otherwise allocable
to the 


 




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Holders
instead shall be payable as Additional Servicing Compensation as provided in the Lead Securitization Servicing Agreement.

 

6.         
Payments Following a Triggering Event of Default. 

 

(a)       
After the occurrence of a Triggering Event of Default and for so long as such Triggering Event of Default is continuing, all amounts
tendered by the Mortgage Loan Borrower or otherwise available for payment of the Mortgage Loan (including, without limitation,
payments received in connection with any guaranty or indemnity agreement), whether received in the form of monthly debt service
payments, Prepayments, Balloon Payments, Liquidation Proceeds (other than any Repurchase Price), Penalty Charges, Cure Payments,
proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar
exercise of the power of eminent domain (other than any amounts for required reserves or escrows required by the Mortgage Loan
Documents and 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 Accepted Servicing Practices or the Mortgage Loan Documents) shall be applied
in the following order of priority (net of amounts payable or reimbursable to the Master Servicer or Special Servicer in accordance
with the Lead Securitization Servicing Agreement) (and payments shall be made at such times as are set forth herein):

 

(i)        
first, (A) initially, to the Note A Holders (or the Master Servicer or the Trustee of the Lead Securitization and,
if applicable, the master servicers of the related Non-Lead Securitizations) on a pro rata and pari passu basis
(based on their respective outstanding Note Principal Balances), up to the amount of any Nonrecoverable Property Advances (or
in the case of a master servicer of any Non-Lead Securitization, if applicable, its pro rata share of any Nonrecoverable
Property Advances previously reimbursed to the Master Servicer or the Trustee from general collections of the related Non-Lead
Securitization Trust) that remain unreimbursed (together with interest thereon at the applicable Advance Rate), (B) then,
to the Note A Holders (or the Master Servicer or the Trustee and, if applicable, the master servicers of the related Non-Lead
Securitizations) on a pro rata and pari passu basis (based on their respective outstanding principal balances),
up to the amount of any Nonrecoverable P&I Advances, as applicable, that remain unreimbursed (together with interest thereon
at the applicable Advance Rate or analogous advance rate under such Non-Lead Securitization), (C) then, to the Note B Holders
(or the Master Servicer or the Trustee) on a pro rata and pari passu basis (based on their respective outstanding
Note Principal Balances) up to an amount of any Nonrecoverable P&I Advances that remain unreimbursed (together thereon at
the applicable Advance Rate), and (D) finally, to the Standalone Note Holders (or the Master Servicer or the Trustee of
the Lead Securitization), on a pro rata and pari passu basis (based on the outstanding Note Principal Balances of
the Standalone Notes), up to the amount of any Nonrecoverable Administrative Advances that remain unreimbursed (together with
interest thereon at the applicable Advance Rate);

 

(ii)       
second, to the Holders of the Standalone Notes (or any Servicer or Trustee (if any), as applicable), on a pro rata
and pari passu basis (based on the unreimbursed amount of costs paid or payable), up to the amount of any unreimbursed
Costs paid or


 




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any
Costs currently payable or paid or advanced by such Holders (or any Servicer or the Trustee (if any), as applicable), with respect
to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement, including, without limitation, unreimbursed Property
Advances and Administrative Advances and interest thereon at the applicable Advance Rate, to the extent such Costs, Property Advances
and Administrative Advances and interest thereon are then payable or reimbursable hereunder, or, after the Lead Securitization
Date, under the Lead Securitization Servicing Agreement;

 

(iii)      
third, (A) initially, to each Note A Holder and each Note B Holder (or the
Master Servicer), the applicable accrued and unpaid Servicing Fee on the related A Note or related B Note (without duplication
of any portion of the Servicing Fee paid by Mortgage Loan Borrower), as the case may be, and (B) then, to each Note A Holder
and each Note B Holder (or the Special Servicer), any Special Servicing Fees, Workout Fees and Liquidation Fees earned by it with
respect to the Mortgage Loan under this Agreement or the Servicing Agreement;

 

(iv)      
fourth, pari passu to each Note A Holder, up to an amount equal to the accrued
and unpaid interest on the Note Principal Balance of its A Note at its Net Note Interest Rate, with the aggregate amount so payable
to be allocated between the Note A Holders on a pro rata basis according to the amount of accrued and unpaid interest due to each
such Note A Holder;

 

(v)       
fifth, pari passu to each Note B Holder, up to an amount equal to the accrued
and unpaid interest on the Note Principal Balance of its B Note at its Net Note Interest Rate, with the aggregate amount so payable
to be allocated between the Note B Holders on a pro rata basis according to the amount of accrued and unpaid interest due
to each such Note B Holder;

 

(vi)      
sixth, pari passu, in respect of principal, to the Note A Holders, all remaining
funds until the Note Principal Balances of the A Notes have been reduced to zero, with the aggregate amount so payable to be allocated
between the Note A Holders on a pro rata basis (based on their respective outstanding Note Principal Balances);

 

(vii)     
seventh, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed
the amounts required to be applied in accordance with the foregoing clauses (i)-(vi), pari passu to each Note A Holder,
an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Note A Holder in accordance with
the terms of Section 4(c) or Section 7(a), plus interest thereon at the related Net Note Interest Rate compounded
monthly from the date the related Realized Loss was so allocated to such Note A Holder, with the aggregate amount so payable to
be allocated between the Note A Holders on a pro rata basis according to the amount of Realized Losses previously allocated
to each such Note A Holder;

 

(viii)    
eighth, to the Note B Holders, if any, whose B Notes are not included in the Lead Securitization (or any Servicer or Trustee
(if any), as applicable), on a pro rata and pari passu basis (based on the unreimbursed amount of costs paid or
payable), up to


 




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the
amount of any unreimbursed Costs paid or any Costs currently payable or paid or advanced by such Note B Holders (or any Servicer
or the Trustee (if any), as applicable), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement,
including, without limitation, unreimbursed Property Advances and Administrative Advances and interest thereon at the applicable
Advance Rate, to the extent such Costs, Property Advances and Administrative Advances and interest thereon are then payable or
reimbursable hereunder, or, after the Lead Securitization Date, under the Lead Securitization Servicing Agreement, and any Cure
Payment made by such Note B Holders pursuant to Section 11(b) hereof;

 

(ix)      
ninth, pari passu, in respect of principal, to the Note B Holders, all remaining
funds until the Note Principal Balances of the B Notes have been reduced to zero, with the aggregate amount so payable to be allocated
between the Note B Holders on a pro rata basis (based on their respective outstanding Note Principal Balances);

 

(x)       
tenth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed
the amounts required to be applied in accordance with the foregoing clauses (i)-(x), pari passu, to each Note B Holder,
an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Note B Holder in accordance with
the terms of Section 4(c) or Section 7(a), plus interest thereon at the related Net Note Interest Rate compounded
monthly from the date the related Realized Loss was so allocated to such Note B Holder, with the aggregate amount so payable to
be allocated between the Note B Holders on a pro rata basis according to the amount of Realized Losses previously allocated to
each such Note B Holder;

 

(xi)       
eleventh, pro rata and pari passu, to each Note A Holder any Prepayment Charge, to the extent actually paid
by the Mortgage Loan Borrower and allocable to any prepayment of the related A Note under the Mortgage Loan Documents, with the
aggregate amount so payable to be allocated between the Note A Holders on a pro rata basis according to the respective amounts
due to them under this clause;

 

(xii)     
twelfth, pro rata and pari passu, to each Note B Holder any Prepayment Charge, to the extent actually paid
by the Mortgage Loan Borrower and allocable to any prepayment of the related B Note under the Mortgage Loan Documents, with the
aggregate amount so payable to be allocated between the Note B Holders on a pro rata basis according to the respective
amounts due to them under this clause;

 

(xiii)     
thirteenth, any interest accrued at the Mortgage Default Rate on the Mortgage Loan Principal Balance to the extent such
default interest amount is (i) actually paid by the Mortgage Loan Borrower, (ii) in excess of interest accrued on the Mortgage
Loan Principal Balance at the Mortgage Interest Rate and (iii) not required to be paid to the Master Servicer, the Trustee or
the Special Servicer, or the master servicer or trustee under a Non-Lead Securitization Servicing Agreement, as provided in Section
9(d), pari passu, to each Note A Holder and each Note B Holder in an amount calculated on the Note Principal Balance
of the related Note at the excess of (x) the Note Default Interest Rate for such Note over (y) the Note Interest Rate for such
Note, with the aggregate


 




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amount
so payable to be allocated between the Holders on a pro rata basis according to the respective amounts due to them under
this clause;

 

(xiv)     
fourteenth, pro rata and pari passu (in the case of Penalty Charges, only to the extent not required to be
paid to the Master Servicer, the Trustee or the Special Servicer as provided in Section 9(d) or in the Lead Securitization
Servicing as contemplated by Section 9(e) or the master servicer or trustee under a Non-Lead Securitization Servicing Agreement
as provided in Section 9(d) and/or in the Non-Lead Securitization Servicing as contemplated by Section 9(e)), to
each Note A Holder and each Note B Holder (or any Servicer or Trustee (if any), as applicable, on its behalf) its Percentage Interest
of any assumption fees and Penalty Charges, in each case to the extent actually paid by the Mortgage Loan Borrower; and

 

(xv)      
fifteenth, any excess amount not otherwise applied pursuant to the foregoing clauses (i) through (xiv) of this Section 6
will be distributed pro rata to the Holders in accordance with their respective initial Percentage Interests set forth
in the Mortgage Loan Schedule.

 

If
any Note (or portion thereof) has been defeased, the foregoing provisions of this Section
6 will apply only to the non-defeased Notes (or portions thereof).  Any Note (or portion thereof) that has been defeased
will be repaid solely from the proceeds of the related defeasance collateral.

 

To
the extent that the Mortgage Loan Borrower pays any Servicing Fees pursuant to the Mortgage Loan Agreement or any modification
or amendment thereof, such fees shall be applied to the payment of the Servicing Fee or the Special Servicing Fee, Workout Fee
and Liquidation Fee, as applicable, pursuant to clause (iii) above, and the amounts paid on account of interest to the Holders
under clauses (iv) and (v) above for the applicable Remittance Date shall be adjusted accordingly. 
Notwithstanding clause (xiv) above, to the extent that the Mortgage Loan
Borrower actually pays any assumption fees, such assumption fees otherwise allocable to the Holders instead shall be payable as
Additional Servicing Compensation as provided in the Lead Securitization Servicing Agreement.

 

(b)       
Following any period during which the terms of this Section
6 are in effect, in the event that the Mortgage Loan becomes a Corrected Mortgage Loan, or if the applicable Triggering Event
of Default is no longer existing, or if the Mortgage Loan is restructured in connection with a workout such that the
Mortgage Loan is no longer a Specially Serviced Mortgaged Loan and, as restructured,
is transferred back to the Servicer and the applicable Triggering Event of Default is no longer continuing, then the terms of
Section
5 hereof shall again be in effect, subject, however, to the terms of Section
7 hereof.

 

7.         
Workout.  (a)  Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions
of the Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act
in accordance with Accepted Servicing Practices, if any applicable Servicer in connection with a workout or proposed workout of
the Mortgage Loan, modifies the terms thereof such that (i) the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage
Interest Rate (or the Note Interest Rate for any Note) is reduced, (iii) payments of interest or principal on the Mortgage
Loan are waived, reduced or deferred


 




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(other
than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between
Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any
other adjustment is made to any of the payment terms of the Mortgage Loan, all payments to each Note A Holder pursuant to Section 5
and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of Note
A remaining the same as they are on the Closing Date, 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, pro rata by the Note B Holders
(in each case up to the Note Principal Balance of the related B Note, together with accrued interest thereon at the related Note
Interest Rate and any other amounts due to such Note B Holder), and second, pro rata by the Note A Holders (in each
case up to the Note Principal Balance of the related A Note, together with accrued interest thereon at the related Note Interest
Rate, and any other amounts due to such Note A Holder).  If the Mortgaged Property shall become an REO Property, the same
shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions
among the Note A Holder and the Note B Holder shall continue to be made in accordance with the terms of Section 6
that would be applicable following the occurrence and during the continuation of a Triggering Event of Default (whether or not
the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being
deemed to be Assumed Scheduled Payments (as such term shall be defined in the Servicing Agreement) for such purpose. 

 

(b)       
For purposes of determining the identity of the Controlling Holder (and not for any other purpose, including purposes of calculations
set forth in Section 5 and Section 6 hereof), Appraisal Reduction Amounts and Collateral Deficiency Amounts shall
be allocated first, to reduce the Note Principal Balances of the B Notes, pro rata, and then, to reduce the
Note Principal Balances of the A Notes, pro rata.  The Lead Securitization Note Holder (or the Special Servicer on
its behalf) shall notify the Holders in writing of any Appraisal Reduction Amounts and Collateral Deficiency Amounts calculated
with respect to the Mortgage Loan and any allocation thereof to notionally reduce the Note Principal Balances of any Note.

 

8.        
Collection Accounts; Payment Procedure.  (a)  Pursuant to the terms of this Agreement or the Servicing Agreement,
the Lead Securitization Note Holder shall cause the Servicer to establish and maintain the Collection Account.  Each of the
Holders hereby directs the Servicer, in accordance with the priorities set forth in Section 5 and Section 6,
as applicable, and subject to the terms of this Agreement or the Servicing Agreement, as applicable, (i) to deposit into the applicable
Collection Account within two (2) Business Days after receipt of properly identified funds with respect to the Mortgage Loan and
(ii) to remit from the applicable Collection Account (x) for deposit or credit on the Remittance Date all payments received with
respect to and allocable to each A Note and B Note, by wire transfer to accounts maintained by each Holder and designated to the
Servicer in writing; and (y) for such other purposes and at such times as specified in this Agreement and the Servicing Agreement.

 

(b)          
If any Servicer holding or having distributed any amount received or collected in respect of any Note determines, or a court of
competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any
insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to
any Holder, any Servicer or any other Person, then,


 




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notwithstanding
any other provision of this Agreement, such Servicer shall not be required to distribute any portion thereof to the Holder of
such Note, and such Holder, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore
distributed to the related Holder, together with interest thereon at such rate, if any, as such Servicer shall have been required
to pay to the Mortgage Loan Borrower, the Holders, any other Servicer or such other Person with respect thereto, or, if the amount
in question had been advanced by the Servicer, then with interest thereon at the Advance Rate.  Each Holder agrees that if
at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable
share thereof, it will promptly remit such excess to the Servicer.  The Servicer shall have the right to offset any amounts
due hereunder from any Holder, with respect to the Mortgage Loan against any future payments due to such Holder, as applicable,
under the Mortgage Loan, provided, that the obligations of each Holder under this Section 8 are separate and
distinct obligations from one another, and in no event shall any Servicer be permitted or required under the Servicing Agreement
to enforce the obligations of any Holder against the other Holders.  The obligations of each Holder under this Section 8
constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third party beneficiary
of these provisions.

 

9.         
Advances; Default Interest; Penalty Charges.

 

(a)      
     Prior to the Lead Securitization Date, if the Lead Securitization Note Holder elects, in its reasonable
good faith discretion and in accordance with Accepted Servicing Practices, to make a Property Advance, the Lead Securitization
Note Holder shall notify the other Holders promptly, which notice shall set forth the amount of the additional funds required,
the date such funds are required and a summary of the need for such advance.  The other Holders shall be required to advance
on or before the date specified in the related notice their respective Percentage Interest of such Property Advance.  If
any Holder fails or refuses to advance the foregoing share of such Property Advance, the Lead Securitization Note Holder shall
have the right to advance the portion of such Property Advance not advanced by such other Holders.  Repayment of any and
all such Property Advances made by any Holder together with interest thereon at the Advance Rate, if applicable, shall be paid
to the Holders as provided in Section 5 and Section 6 hereof.

 

(b)           
From and after the Lead Securitization Date, the Servicer and/or the Trustee shall be obligated to make Property Advances with
respect to the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement and the right of such party to reimbursement
for any such Property Advances and interest thereon will be prior to the rights of the Holders to receive any distributions or
amounts recovered with respect to the Mortgage Loan or the Mortgaged Property to the extent provided in this Agreement.

 

(c)           
If any party to the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement makes a P&I
Advance in respect of any Note, such P&I Advance and any interest accrued thereon shall be reimbursable to such advancing
party solely as provided under the terms of this Agreement and the Lead Securitization Servicing Agreement or Non-Lead Securitization
Servicing Agreement, as applicable.


 




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(d)          
The Lead Securitization Servicing Agreement shall provide that Penalty Charges and any interest accrued at the Mortgage Default
Rate on the Mortgage Loan Principal Balance that is in excess of interest accrued on the Mortgage Loan Principal Balance at the
Mortgage Interest Rate, in either case to the extent actually paid by the Mortgage Loan Borrower, shall be applied by the Master
Servicer (prior to allocation to the Holders under Section 5 or Section 6) for following purposes:

 

(1)        
first, (i) to pay the Master Servicer, the Trustee or the Special Servicer for each Holder’s pro rata share
of any interest accrued on any Property Advances and reimbursement of any Property Advances in accordance with the terms of the
Lead Securitization Servicing Agreement; (ii) to pay the Master Servicer or the Trustee or the master servicers or trustees under
the related Non-Lead Securitization Servicing Agreement the amount, if any, of interest accrued on any P&I Advance made with
respect to any Note by such party; and (iii) to pay the Master Servicer or the Trustee for each Standalone Note Holder’s
pro rata share of interest accrued on any Administrative Advances and reimbursement of any Administrative Advances in accordance
with the terms of the Lead Securitization Servicing Agreement, and

 

(2)       
second, be used to reduce, on a pro rata basis, each Holder’s share of Trust Fund Expenses (other than Special
Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead
Securitization Servicing Agreement).

 

(e)           
The Lead Securitization Servicing Agreement may also provide that (i) any Penalty Charges and any interest accrued at the Mortgage
Default Rate that has been allocated pursuant to Section 5 or Section 6 to the Notes included in such Lead Securitization
be paid to the Master Servicer and/or the Special Servicer as Additional Servicing Compensation as provided in the Lead Securitization
Servicing Agreement and (ii) following a Non-Lead Securitization, any Penalty Charges and any interest accrued at the Mortgage
Default Rate that has been allocated pursuant to Section 5 or Section 6 to the Holder of the Note included in such
Non-Lead Securitization, be paid to the Master Servicer and/or the Special Servicer as Additional Servicing Compensation as provided
in the Lead Securitization Servicing Agreement.

 

10.       
Limitation on Liability.  Neither the Note A Holders nor any Servicer acting on its behalf shall have any liability
to the Note B Holder with respect to a B Note, except with respect to losses actually suffered due to the negligence, willful
misconduct or breach of this Agreement on the part of such Note A Holder or the Servicer.  The Note B Holder shall have no
liability to any Note A Holder with respect to its respective A Note except with respect to losses actually suffered due to the
negligence, willful misconduct or breach of this Agreement on the part of the Note B Holder.

 

11.       
Purchase of A Notes by the Note B Holder; Note B Holder Cure Rights.

 

Prior
to the Lead Securitization Date or if each B Note is no longer included in the Lead Securitization Trust, the provisions of this
Section 11 shall apply.  In addition, if any B Note is included in the Lead Securitization Trust, the provisions of
this Section 11 shall not apply.


 




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(a)           
Par Purchase Option.  If a Triggering Event of Default has occurred and is continuing, then, upon written notice from
the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Repurchase Option Notice”) of such
occurrence, any Note B Holder (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination
thereof, provide such written notice, then such Note B Holders, collectively, on a pro rata basis) shall have the right,
prior to any other party, by written notice to the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Note
B Holder Repurchase Notice”), after the occurrence of the Triggering Event of Default and prior to the earliest date
(the “Purchase Right Cut-Off Date”) to occur of (a) the cure of the Triggering Event of Default, (b) the
consummation of a foreclosure sale, sale by power of sale or delivery of a deed-in-lieu of foreclosure with respect to the Mortgaged
Property (and the Lead Securitization Note Holder (or the Servicer on its behalf) shall be required to give the Note B Holder
five (5) Business Days prior written notice of its intent (a “Notice of Foreclosure/DIL”) with respect to
any such action in this clause (b)), except that if the Servicer intends to accept a deed-in-lieu of foreclosure, it shall deliver
a Notice of Foreclosure/DIL (stating that it intends to accept a deed-in-lieu of foreclosure) to the Note B Holder and the Note
B Holder shall have the option, within ten (10) Business Days from the date it receives such Notice of Foreclosure/DIL, to deliver
a Note B Holder Repurchase Notice to the Lead Securitization Note Holder (or the Servicer on its behalf), and provided
that it has delivered notice within such time period, to consummate the purchase option on a Repurchase Date (as defined below)
to occur no later than thirty (30) days from the day it received the Notice of Foreclosure/DIL from the Servicer; provided,
that such thirty (30) days may be extended at the option of the Note B Holder for an additional thirty (30) days upon payment
to the Lead Securitization Note Holder (or the Servicer on its behalf) of a $5 million non-refundable cash deposit if the Note
B Holder provides evidence reasonably satisfactory to the Lead Securitization Note Holder (or the Servicer on its behalf) that
it is diligently and expeditiously proceeding to consummate its purchase of each A Note, (c) the modification of the Mortgage
Loan Documents effected in accordance herewith and with the terms of the Servicing Agreement (and subject to the approval rights
of the Directing Holder and the consultation rights of the Non-Controlling Holder set forth herein and therein) and (d) the date
that is ninety (90) days after the Directing Holder’s receipt of the Repurchase Option Notice, to purchase each A Note
for the applicable Defaulted Mortgage Loan Purchase Price, and upon the delivery of the Note B Holder Repurchase Notice to each
Note A Holder (or the Servicer on its behalf), each Note A Holder (or the Servicer on its behalf) shall sell and the Note B-1
Holder, the Note B-2 Holder or Note B-3 Holder, as applicable, shall purchase all of each Note A Holder’s right, title
and interest in and to each A Note (without recourse or warranty, except that each Note A Holder shall represent and warrant that
it owns its respective A Note, its respective A Note is free and clear of liens, encumbrances and any participations therein,
and that such Note A Holder as applicable, has the power and authority to sell and deliver its respective A Note) for the applicable
Defaulted Mortgage Loan Purchase Price, on a date (the “Repurchase Date”) not less than five (5) Business
Days nor more than fifteen (15) Business Days after the date of the Note B Holder Repurchase Notice (other than as provided in
the immediately preceding clause (b) with respect to a Note B Holder Repurchase Notice based on a Notice of Foreclosure/DIL),
as shall be designated by the Note B-1 Holder, Note B-2 Holder or Note B-3 Holder, as applicable, and reasonably acceptable to
each Note A Holder.  The Defaulted Mortgage Loan Purchase Price shall be calculated by the Servicer three (3) Business Days
prior to the Repurchase Date (and such calculation shall be accompanied by reasonably detailed back-up documentation explaining
how such price was


 




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determined). 
The right of a Note B Holder to exercise its purchase option hereunder shall automatically terminate upon the Purchase Right Cut-Off
Date, subject to the possibility that such right will be reinstated if a Triggering Event of Default subsequently occurs. Upon
the consummation of the purchase option contemplated by this Section 11(a), the Lead Securitization Note Holder (or
the Servicer or Trustee on its behalf) shall deliver all original Mortgage Loan Documents and other applicable materials in its
possession to the applicable Note B Holder or its designee.  The foregoing rights of the Note B Holders shall be in addition
to any rights such Person may have to purchase each A Note pursuant to the Servicing Agreement.  Notwithstanding the foregoing,
if either of the Mortgage Loan Borrower or any Mortgage Loan Borrower Related Party is a Note B Holder (or holds a majority interest
in a B Note), such Note B Holder shall not have the right to exercise the purchase option set forth in this Section 11(a). 

 

Notwithstanding
anything to the contrary contained in this Section, during the period in which any portion of the Mortgage Loan is subject to
purchase by Note B Holder pursuant to this Section, the Mortgage Loan shall continue to be serviced by the applicable Servicer
in accordance with Accepted Servicing Practices.

 

(b)           
Cure Rights.  In the event any monetary default beyond applicable notice and grace periods or non-monetary default
beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization
Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond
applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly
give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note
B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option
Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination
thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such
default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note
B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the
case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to
cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for
a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding
to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance
with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency
related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder
is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect
on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default
or the attempted cure thereof. 

 

If
a Note B Holder elects
to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note
B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each
such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties,


 




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and
disbursements imposed on, incurred by
or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such
Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing
Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred
during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment
is made or such other cure is otherwise effected. 

 

The
right of a Note B Holder to reimbursement of any Cure Payment shall be as set forth in Section 5 and Section 6,
as applicable.  So long as a default exists that is being cured by a Note B Holder pursuant to this Section 11(b)
and the cure period has not expired and such Note B Holder is permitted to cure under the terms of this Section 11(b),
the Lead Securitization Note Holder (or the Servicer on its behalf) and the Trustee (or the Servicer on its behalf) shall not
treat such default as a default or a Triggering Event of Default (i) for purposes of Section 5 or Section 6;
(ii) for purposes of accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents
or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings
with respect to the Mortgaged Property; or (iii) for purposes of treating the Mortgage Loan as a Specially Serviced Mortgage Loan;
provided that such limitations shall not prevent the Lead Securitization Note Holder (or the Servicer on its behalf) or
the Trustee from sending notices of the default to the Mortgage Loan Borrower or any related guarantor or making demands on the
Mortgage Loan Borrower or any related guarantor or from collecting default interest or late payment charges from the Mortgage
Loan Borrower.  Notwithstanding anything to the contrary contained in this Section 11(b), (A) a Note B Holder’s
right to cure a monetary default or non-monetary default shall be limited to six (6) Cure Events over the life of the Mortgage
Loan and (B) no single Cure Event may exceed four (4) consecutive months.  For the avoidance of doubt, it is intended that
if a single Event of Default is cured for four consecutive months, that same Event of Default may not be cured in the succeeding
(fifth) month, a Note B Holder would be permitted to cure a different Event of Default in such succeeding (fifth) month. 
As used herein, “Cure Event” means a Note B Holder’s exercise of cure rights, whether for one (1)
month or for consecutive months in the aggregate (and, in such case, such cure for such consecutive months shall constitute one
(1) Cure Event).  Cure Events in addition to the number of Cure Events permitted under this Section 11(b) shall only
be permitted with the consent of the Lead Securitization Note Holder (or the Servicer on its behalf) or, at any time that the
Mortgage Loan is included in the Lead Securitization, the Special Servicer.

 

12.      
Certain Servicing Matters.

 

(a)          
Books and Records.  Prior to the Lead Securitization Date, in connection with any inspection of the Mortgaged Property
or the books and other financial records of the Mortgage Loan Borrower by the Lead Securitization Note Holder (or the Servicer
on its behalf) pursuant to the terms of the Mortgage Loan Documents, the Lead Securitization Note Holder (or the Servicer on its
behalf) shall, upon written request of the Directing Holder (if any) request that the Mortgage Loan Borrower to reasonably cooperate
to provide the Directing Holder (if any) access for its own inspection of such Mortgaged Property or the books and other financial
records.  In addition, in response to the written request of the Directing Holder (if any), the Lead Securitization Note
Holder (or the Servicer on its behalf) shall request that the officers of the


 




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Mortgage
Loan Borrower and the accountants and other representatives of the Mortgage Loan Borrower arrange a meeting (either telephonic
or in person) to discuss the business, financial and other condition of the Mortgage Loan Borrower, and all reasonable out-of-pocket
costs incurred by the Lead Securitization Note Holder (or the Servicer on its behalf) shall be paid by the Controlling Holder. 
From and after the Lead Securitization Date, this Section 12(a) shall no longer apply.

 

(b)           
Monthly Servicing Report. Prior to the Lead Securitization Date, each month, the Servicer shall prepare and shall promptly
deliver copies to each of the Holders a report containing the following information:

 

(i)        
For each of the Holders, (x) the amount of the distribution from the Collection Account allocable to principal (y) separately
identifying the amount of scheduled principal payments, Balloon Payments, Prepayments made at the option of the Mortgage Loan
Borrower or other Prepayments (specifying the reason therefor) and Liquidation Proceeds included therein and information on distributions
made with respect to each of the Notes and (z) the amounts deposited and on reserve in each of the escrow and reserve funds accounts
held by Servicer;

 

(ii)       
For each of the Holders, the amount of the distribution from the Collection Account allocable to interest and the amount of Prepayment
Charges and default interest paid under the Mortgage Loan Documents;

 

(iii)      
If the distribution to the Holders is less than the full amount that would be distributable to such Holders if there had been
sufficient amounts available therefor, the amount of the shortfall and the allocation thereof between interest and principal and
the amount of the shortfall, if any, under the Mortgage Loan;

 

(iv)      
The principal balance and the Realized Losses relating to each of the Notes, after giving effect to the distribution of principal
on such Remittance Date;

 

(v)       
The amount of the servicing fees paid to the Servicer and the Special Servicer with respect to such Remittance Date, showing separately
the Servicing Fee, the Special Servicing Fee, any Workout Fee and any Liquidation Fee, and the amount of any fees payable to the
paying agent; and

 

(vi)      
Information regarding disputes affecting the Mortgage Loan Borrower and the Mortgaged Property and such other information as any
Holder may reasonably request, to the extent reasonably available to the Trustee, the Servicer or the related Special Servicer,
such costs, to the extent not included in the regular fees and charges of the Servicer, shall be reimbursed by the requesting
party.

 

From
and after the Lead Securitization Date, the Servicer shall only deliver such reports to the Holders as provided in the Lead Securitization
Servicing Agreement; provided, however, so long as the Mortgage Loan is being serviced pursuant to the Interim Servicing
agreement, this Section shall not be applicable and the Servicer shall provide the reports as set forth in the Interim Servicing
Agreement.



 




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(c)           
Financial Statements Etc.  The Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly provide
the other Holders with copies of each financial statement and other statements and reports delivered to the Lead Securitization
Note Holder (or the Servicer on its behalf) pursuant to the terms of the Mortgage Loan Documents.  Subject to the terms of
the applicable Mortgage Loan Documents, upon the reasonable request of such other Holder, the Lead Securitization Note Holder
(or the Servicer on its behalf) shall also promptly deliver to such other Holder, copies of any other documents relating to the
Mortgage Loan, including, without limitation, property inspection reports and loan servicing statements.


 

(d)           
Copies.  Any copies to be furnished by the Servicer under this Agreement may be furnished by hard copy or electronic
means.

 

13.       
Representations and Warranties of Each Initial Holder.  Each of the Initial Holders, as of the date hereof, hereby
represents and warrants and covenants that:

 

(i)        
It is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized.

 

(ii)       
The execution and delivery of this Agreement by it, and the performance of, and compliance with, the terms of this Agreement by
it, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is
a party or that is applicable to it or any of its assets, in each case which materially and adversely affect its ability to carry
out the transactions contemplated by this Agreement.

 

(iii)      
It has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized
the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement.

 

(iv)      
This Agreement is its legal, valid and binding obligation enforceable against it in accordance with its terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other laws relating
to or affecting the enforcement of creditors’ rights or by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).

 

(v)       
Immediately prior to the execution and delivery of this Agreement, it was the sole legal owner and Holder of its related Note,
free and clear of any lien, pledge, hypothecation, encumbrance or other adverse interest in the Mortgage Loan, and it has the
right to enter into this Agreement without the consent of any third party.

 

(vi)      
It is not in violation of, and its execution and delivery of this Agreement and its performance of, and compliance with, the terms
of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local government or regulatory authority, which violation, in its good faith and reasonable
judgment, is likely to affect


 


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materially
and adversely either its ability to perform its obligations under this Agreement or its financial condition.

 

(vii)     
No litigation is pending with regard to which it has received service of process or, to the best of its knowledge, has been threatened
against it, the outcome of which, in its good faith and reasonable judgment is likely to materially and adversely affect the ability
to perform its obligations under this Agreement.

 

(viii)    
It has not dealt with any broker, investment banker, agent or other person that may be entitled to any commission or compensation
in connection with the transactions contemplated hereby.

 

(ix)      
No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court
is required, under federal or state law (including, with respect to any bulk sale laws), for its execution, delivery and performance
of or compliance with this Agreement or its consummation of any transaction contemplated hereby, other than (i) such consents,
approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (ii) where
the lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse
effect on its performance under this Agreement.

 

14.      
Intentionally Omitted. 

 

15.      
Independent Analyses of the Initial Note B Holder.  Subject to the provisions of Section 13, each Initial
Note B Holder acknowledges that it has, independently and without reliance upon any Initial Note A Holder and based on such documents
and information as such Holder has deemed appropriate, made such Holder’s own credit analysis and decision to originate
its related B Note.  Except as expressly provided in this Agreement, each Initial Note B Holder hereby acknowledges that
the other Holders have not made any representations or warranties with respect to the Mortgage Loan, and that the other Holders
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
each Initial Note A Holder 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. 
Each Initial Note B Holder assumes all risk of loss in connection its related B Note, for reasons other than the gross negligence,
willful misconduct or breach of this Agreement by the Initial Note A Holders or the gross negligence, willful misconduct or bad
faith by any Servicer.

 

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 arrangement between any one or more Holders, on the one hand, and any one or
more other Holders, on the other hand, a partnership, association, joint venture or other entity.  No Holder shall have any
obligation whatsoever to offer to any other Holder the opportunity to purchase notes or participation interests relating to any
future loans originated by such Holder or its


 




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Affiliates,
and if such Holder chooses in its sole discretion to offer to one or more other Holders the opportunity to purchase notes or any
participation interests in any future mortgage loans originated by such Holder or its Affiliates, such offer shall be at such
purchase price and interest rate as such Holder chooses, in its sole and absolute discretion.  No Holder shall have any obligation
whatsoever to purchase from one or more other Holders any notes or participation interests in any future loans originated by the
other Holder or its respective Affiliates.

 

17.      
Not a Security.  None of the Notes shall be deemed to be a security within the meaning of the Securities Act of 1933
or the Securities Exchange Act of 1934.

 

18.      
Transfer of Notes.  (a)  Each Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate,
contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except
to a Qualified Institutional Lender. Promptly after any Transfer (other than any Transfer between Initial Holders), non-transferring
Holders shall be provided with (x) a representation from the related transferee or the applicable Holder certifying that such
transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following
sentence) and (y) a copy of an assignment and assumption agreement whereby such transferee assumes all of the obligations of the
applicable Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement. 
If a Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional
Lender, it must first (a) obtain the consent of each non-transferring Holder and (b) if any such non-transferring Holder’s
Note is held in a Securitization Trust, provide each of the applicable engaged Rating Agencies for such Securitization Trust with
a Rating Agency Confirmation. Notwithstanding the foregoing, without each non-transferring Holder’s prior consent (which
will not be unreasonably withheld), and, if any non-transferring Holder’s Note is held in a Securitization Trust, until
a Rating Agency Confirmation is provided to each engaged Rating Agency for such Securitization Trust, no Holder shall Transfer
all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower
Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The
transferring Holder agrees that it shall pay the expenses of any non-transferring Holder (including all expenses of the Master
Servicer, the Special Servicer and the Trustee) and all expenses relating to any Rating Agency Confirmation in connection with
any such Transfer. Notwithstanding the foregoing, each Holder shall have the right, without the need to obtain the consent of
any other Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate)
of its beneficial interest in a Note to an entity that is not the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party.
None of the provisions of this Section 18(a) shall apply in the case of (1) a sale of the Lead Securitization Notes together
with all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing
Agreement, (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing
Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member
limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or
more single member limited liability companies or limited partnerships, by the Lead Securitization Trust., or (3) the Transfer
of any securities issued by a Securitization Trust.


 




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(b)       
In the case of any Transfer of a participation interest in any of the Notes, (i) the respective Holders’ obligations under
this Agreement shall remain unchanged, (ii) such Holders shall remain solely responsible for the performance of such obligations,
and (iii) the Lead Securitization Note Holder and any Persons acting on its behalf shall continue to deal solely and directly
with such Holder in connection with such Holder’s rights and obligations under this Agreement and the Lead Securitization
Servicing Agreement, and all amounts payable hereunder shall be determined as if such Holder had not sold such participation interest.

 

(c)       
Notwithstanding any other provision hereof, any Holder may pledge (a “Pledge”) its Note to any entity (other
than the Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Holder and that is either
a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A”
(or the equivalent) or better by each applicable Rating Agency (or, if not rated by an applicable Rating Agency, an equivalent
(or higher) rating from any two of Fitch, Moody’s and S&P) (a “Note Pledgee”), on terms and conditions
set forth in this Section 18(c), it being further agreed that a financing provided by a Note Pledgee to a Holder or any
person which Controls such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify as a
“Pledge” hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender may not take
title to the pledged Note without a Rating Agency Confirmation. Upon written notice by the applicable Holder to each other Holder
and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee), each other Holder
agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default by
the pledging Holder in respect of its obligations under this Agreement of which default such Holder has actual knowledge; (ii)
to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to
each other Holder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification,
waiver or termination of this Agreement shall be effective against such Note Pledgee without the written consent of such Note
Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Holder shall give to such
Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving of same to the pledging Holder;
(v) that such other Holder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request,
provided that any such certificate(s) shall be in a form reasonably satisfactory to such other Holder; and (vi) that, upon
written notice (a “Redirection Notice”) to each other Holder and any Servicer by such Note Pledgee that the
pledging Holder is in default, beyond any applicable cure periods, under the pledging Holder’s obligations to such Note
Pledgee pursuant to the applicable credit agreement between the pledging Holder and such Note Pledgee (which notice need not be
joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee,
Note Pledgee shall be entitled to receive any payments that any Holder or Servicer would otherwise be obligated to pay to the
pledging Holder from time to time pursuant to this Agreement or the Lead Securitization Servicing Agreement. Any pledging Holder
hereby unconditionally and absolutely releases each other Holder and any Servicer from any liability to the pledging Holder on
account of such other Holder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer or
such other Holder to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies
against the pledging Holder to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance
with applicable law and this Agreement. In such


 




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event,
the Holders and any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrower or any
Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee
or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the pledging Holder’s rights,
remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing
the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral
by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under
this Section 18(c) shall remain effective as to any Holder (and any Servicer) unless and until such Note Pledgee shall
have notified any such Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

 

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

 

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

 

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

 

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

 

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

 

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

 

19.       
Other Business Activities of the Holders.  Each of the Holders acknowledges that the other Holders may make loans
or otherwise extend credit to, and generally engage in any kind of business with, any Affiliate of the Mortgage Loan Borrower
(“Mortgage Loan Borrower Related Parties”), and receive payments on such other loans or extensions of credit
to the 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. 


 




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20.       
Exercise of Remedies by the Servicer.

 

(a)       
Each of the Holders acknowledges that, subject to the terms of this Agreement (including without limitation, the Controlling Holder’s
rights under Section 21 hereof) and the Servicing Agreement, (i) the Lead Securitization Note Holder (or any Servicer or
Trustee (if any) on its behalf) may exercise or refrain from exercising any rights that such Lead Securitization Note Holder (or
such Servicer or Trustee (if any)) may have hereunder or under the Servicing Agreement in a manner that may be adverse to the
interests of the other Holders, so long as such actions are in accordance with Accepted Servicing Practices and the other terms
of this Agreement, (ii) the Lead Securitization Note Holder shall have no liability whatsoever to the other Holders as a result
of such Lead Securitization Note Holder’s (or any Servicer’s or Trustee’s) exercise of such rights or any
omission by such Lead Securitization Note Holder (or any Servicer or Trustee) to exercise such rights, except as expressly provided
herein or for acts or omissions that are taken or omitted to be taken by such Lead Securitization Note Holder that constitute
the gross negligence or willful misconduct of such Lead Securitization Note Holder or a breach of this Agreement, and (iii) the
Servicer and the Special Servicer shall (and shall be required under the Servicing Agreement to) service and administer the Mortgage
Loan on behalf of each Note A Holder and each Note B Holder (as a collective whole) in accordance with Accepted Servicing Practices,
taking into account the interests of each Note A Holder and each Note B Holder; but in all cases giving due consideration to the
fact that each B Note is subject and subordinate to each A Note in accordance with the terms of this Agreement.  Each Note
A Holder and each Note B Holder agree that the Servicer, to the extent consistent with the terms of this Agreement (including,
without limitation, Section 21) and from and after the Lead Securitization Date subject to and in accordance with
the Servicing Agreement, shall have the sole and exclusive authority (in each case, subject to the Accepted Servicing Practices
and the terms and conditions set forth in this Agreement, and the rights of any Controlling Holder) with respect to the administration
of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without limitation, the sole and exclusive
authority (i) to modify or waive any of the terms of the Mortgage Loan Documents, (ii) to consent to any action or failure to
act by the Mortgage Loan Borrower or any party to the Mortgage Loan Documents, (iii) to vote all claims with respect to the Mortgage
Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’
interests with respect to the Mortgage Loan or to refrain from exercising any powers or rights under the Mortgage Loan Documents,
including the right at any time to call or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage
Loan or institute any foreclosure action and in all cases acting in accordance with Accepted Servicing Practices and the terms
of this Agreement and the Servicing Agreement, and except as otherwise expressly provided in this Agreement and the Servicing
Agreement, the other Holders shall have no voting, consent or other rights whatsoever with respect to the Lead Securitization
Note Holder’s or Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mortgage
Loan. Each Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Lead
Securitization Note Holder and the Servicer and the Special Servicer the rights, if any, that such Holder has (i) to declare or
cause the Lead Securitization Note Holder or the Servicer to declare an Event of Default under the Mortgage Loan (ii) to exercise
any remedies with respect to the Mortgage Loan, including, without limitation, filing or causing the Lead Securitization Note
Holder or the Servicer to file any bankruptcy petition against the Mortgage Loan Borrower or (iii) to vote any claims with
respect to the Mortgage Loan


 




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(including
claims arising from any one or more Notes) in any bankruptcy, insolvency or similar type of proceeding of the Mortgage Loan Borrower. 
Each Holder shall, from time to time, execute such documents as the Lead Securitization Note Holder, the Servicer or the Special
Servicer shall reasonably request to evidence such assignment with respect to the rights described in clause (iii) of the
preceding sentence.  Except when acting in the capacity of trustee or paying agent, the Lead Securitization Note Holder (or
the Servicer or the Special Servicer acting on behalf of such Lead Securitization Note Holder) shall not have any fiduciary duty
to the other Holders in connection with the administration of the Mortgage Loan but shall in all events be obligated to act in
accordance with Accepted Servicing Practices.  Each Holder expressly and irrevocably waives for itself and any Person claiming
through or under such 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 that purports to give a junior noteholder, mortgagee or loan participant
the right to initiate any loan enforcement or foreclosure proceedings.

 


(b)       
Notwithstanding anything to the contrary contained herein, the exercise by the Lead Securitization Note Holder (or any Servicer
or the Trustee (if any) acting on its behalf) of its rights under this Section 20 shall be subject in all respects
to any sections of the Servicing Agreement governing REMIC administration, and in no event shall the Lead Securitization
Note Holder (or any Servicer or the Trustee (if any) acting on its behalf) be permitted to take any action or refrain from taking
any action which would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents, violate Accepted Servicing
Practices or violate any other provisions of the Servicing Agreement or cause the arrangement evidenced hereby not to be treated
as a “grantor trust” for Federal income tax purposes.  The Lead Securitization Note Holder (or any Servicer or
the Trustee (if any) acting on its behalf) shall exercise such rights and powers described in this Section 20 on the
understanding that the Lead Securitization Note Holder (or any Servicer or the Trustee (if any) acting on its behalf) shall administer
the Mortgage Loan in a manner consistent with the Servicing Agreement and this Agreement, provided that neither the Lead
Securitization Note Holder nor any Servicer or the Trustee (if any) acting on its behalf shall be liable to the other Holders
with respect to anything the Lead Securitization Note Holder or such Servicer or the Trustee (if any) may do or omit to do in
relation to the Mortgage Loan, other than as expressly set forth in this Agreement.  Without limiting the generality of the
foregoing, the Lead Securitization Note Holder and any Servicer or the Trustee (if any) acting on its behalf may rely on the advice
of legal counsel, accountants and other experts (including those retained by the Mortgage Loan Borrower) and upon any written
communication or telephone conversation which the Lead Securitization Note Holder or such Servicer or the Trustee (if any) believes
to be genuine and correct or to have been signed, sent or made by the proper Person.

 

(c)       
If title to the Mortgaged Property is acquired for the benefit of the Holders in foreclosure, by deed-in-lieu of foreclosure or
upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of the Lead Securitization
Note Holder or its nominee (which shall not include any Servicer) on behalf of the Holders.  The Servicer, on behalf of the
Holders, shall dispose of any REO Property utilizing reasonable best efforts, consistent with Accepted Servicing Practices, to
maximize the proceeds of such disposal to the Holders (as a collective whole) if and when such Servicer determines, consistent
with Accepted Servicing Practices, that such disposal would be in the best economic interest of the


 




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Holders
(as a collective whole).  The Servicer shall (and shall be required under the Servicing Agreement to) manage, conserve, protect
and operate each REO Property for the Holders solely for the purpose of its prompt disposition and sale in accordance with Accepted
Servicing Practices.

 


(d)      
The Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement
(including the rights of the Controlling Holder), to do any and all things in connection with any REO Property as are consistent
with Accepted Servicing Practices and the terms of this Agreement, all on such terms and for such period as such Servicer deems
to be in the best interests of Holders (as a collective whole) and, in connection therewith, such Servicer shall only agree to
the payment of management fees that are consistent with general market standards or to terms that are more favorable to the Holders. 
The Servicer shall (and shall be required under the Servicing Agreement to) segregate and hold all revenues received by it with
respect to any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect
to any REO Property a segregated custodial account (each, an “REO Account”).  The Servicer shall (and
shall be required under the Servicing Agreement to) deposit or cause to be deposited in the REO Account within two Business Days
after receipt all revenues received by it with respect to any REO Property (other than Liquidation Proceeds, which shall be remitted
to the Collection Account), and shall withdraw therefrom funds necessary for the proper operation, management and maintenance
of such REO Property and for other Costs with respect to such REO Property, including:

 

(i)        
all insurance premiums due and payable in respect of any REO Property;

 

(ii)       
all real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon;

 

(iii)      
all ground rents in respect of any REO Property;

 

(iv)      
all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property; and

 

(v)       
to the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the
Servicer has provided written notice of such shortfall to the Holders of the necessity to take actions pursuant to this subsection (d),
any expenditure associated with such actions taken by the Servicer shall be payable by the Holders at their option pursuant to
Section 9.

 

(e)       
The Servicer shall contract with an independent contractor, the fees and expenses of which shall be an expense of the Holders
and payable out of REO Proceeds, for the operation and management of any REO Property, within forty-five (45) days after the Holders’
acquisition thereof (unless the Holders approve otherwise), provided that:

 

(i)        
the terms and conditions of any such contract shall be reasonable and consistent with the terms of this Agreement and customary
for the area and type of property and shall not be inconsistent herewith;


 


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(ii)       
any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including those listed above, and remit all related
revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than thirty (30) days
following the receipt thereof by such independent contractor;

 

(iii)      
none of the provisions of this subsection (e) relating to any such contract or to actions taken through any such independent
contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Holders or the Lead Securitization
Note Holder on behalf of the Holders with respect to the operation and management of any such REO Property; and

 

(iv)      
the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such REO Property.

 

(f)       
The Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it related
to its duties and obligations hereunder for indemnification of such Servicer by such independent contractor, and nothing in this
Agreement shall be deemed to limit or modify such indemnification.  When and as necessary, the Servicer shall send to the
Holders a statement prepared by the Servicer setting forth the amount of net income or net loss, as determined for federal income
tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any other amount not constituting rents in respect of, any REO Property.

 

(g)       
With respect to the Specially Serviced Mortgage Loan or REO Property, which the Servicer has determined to sell in accordance
with Accepted Servicing Practices, the Servicer shall deliver to the Holders an officers’ certificate to the effect that,
the Servicer has determined to sell the Specially Serviced Mortgage Loan or REO Property in accordance with this subsection (g). 
The Servicer may then offer to sell to any Person the Specially Serviced Mortgage Loan which is in default or the REO Property
(and shall on a monthly basis advise the Holders in writing of the status of the Specially Serviced Mortgage Loan or REO Property)
or, subject to the following sentence, purchase the Specially Serviced Mortgage Loan or REO Property (in each case at the Defaulted
Mortgage Loan Purchase Price), but shall, in any event, so offer to sell the REO Property no later than the time determined by
the Servicer to be sufficient to result in the sale of the REO Property within the period specified in the REMIC Provisions. 
The Servicer shall deliver such officers’ certificate and give the Holders not less than ten (10) Business Days’
prior written notice of its intention to sell the Specially Serviced Mortgage Loan or REO Property, in which case the Servicer
shall accept the highest offer received from any Person for the Specially Serviced Mortgage Loan or the REO Property in an amount
at least equal to the Defaulted Mortgage Loan Purchase Price or, at its option, if it has received no offer at least equal to
the Defaulted Mortgage Loan Purchase Price therefor, purchase the Specially Serviced Mortgage Loan or REO Property at the Defaulted
Mortgage Loan Purchase Price.


 


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(h)       
In the absence of any such offer at the Defaulted Mortgage Loan Purchase Price, or purchase by the Servicer at the Defaulted Mortgage
Loan Purchase Price, such Servicer shall accept the highest offer received from any Person that is determined by such Servicer
to be a fair price for the Specially Serviced Mortgage Loan or REO Property; provided, that the Lead Securitization Note
Holder (or the Servicer, if the Servicer or any Affiliate of the Servicer is not an offeror) shall be entitled to engage, at the
expense of the Holders, an Appraiser to determine whether the highest offer is a fair price.  Notwithstanding anything to
the contrary herein, neither the Mortgage Loan Borrower nor any Mortgage Loan Borrower Related Party may make an offer or purchase
the Specially Serviced Mortgage Loan or the REO Property pursuant hereto.

 

(i)        
The Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the Servicer
determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the
Holders as a collective whole.  In addition, the Servicer may accept a lower offer if it determines, in accordance with Accepted
Servicing Practices, that acceptance of such offer would be in the best interests of the Holders as a collective whole (for example,
if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective
buyer making the lower offer are more favorable), provided that the offeror is not the Servicer or an Affiliate of the
Servicer.  The Servicer shall in no event sell the Specially Serviced Mortgage Loan or the REO Property other than for cash.

 

(j)        
Subject to the other provisions of this Section 20, the Servicer shall act on behalf of the Holders in negotiating
and taking other action necessary or appropriate in connection with the sale of the Specially Serviced Mortgage Loan or REO Property,
including the collection of all amounts payable in connection therewith.  Any sale of the Specially Serviced Mortgage Loan
or REO Property shall be without recourse to, or representation or warranty by, any Servicer or any Holder, and, if such sale
is consummated in accordance with the duties of the Servicer pursuant to the terms of this Agreement, no such Person who so performed
shall have any liability to any Holders with respect to the purchase price therefor accepted by the Servicer.

 

(k)       
The proceeds of any sale of the Specially Serviced Mortgage Loan or REO Property after deduction of the direct out-of-pocket expenses
of such sale incurred in connection therewith shall be promptly, and in any event within one (1) Business Day (or, if received
after 3:00 p.m. Eastern time, two (2) Business Days) following receipt of properly identified funds, deposited in the Collection
Account.  Within thirty (30) days after the sale of the REO Property, the Servicer shall provide to the Holders a statement
of accounting for the REO Property, including without limitation, (i) the date of disposition of the REO Property, (ii) the gross
sales price, the selling and other expenses and the net sales price, (iii) accrued interest on the Note A Principal Balance at
the applicable Note Interest Rate for each A Note, and on the Note B Principal Balance at the applicable Note Interest Rate for
each Note B, in each case calculated from the date of acquisition to the disposition date, and (iv) such other information as
the Holders may reasonably request. The Servicer shall file information returns regarding the abandonment or foreclosure of Mortgaged
Property with the Internal Revenue Service at the time and in the manner required by the Code.


 




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(l)        
The provisions of subsections (c) through (k) of this Section 20 shall be of no further force and effect from
and after the Lead Securitization Date, and the analogous provisions of the Lead Securitization Servicing Agreement shall control.

 

21.      
Certain Powers of the Controlling Holder. 

 

This
Section 21 shall apply during the term of this Agreement; provided that from and after the Lead Securitization Date,
(y) Section 21(c) and (d) shall be of no further force and effect and the analogous provisions of the Lead Securitization
Servicing Agreement shall control, and (z) Section 21(i), (j) and (k) shall be of no further force and effect.

 

The
following provisions shall apply during the term of this Agreement:

 

(a)       
The Controlling Holder shall be entitled to appoint (or act as) a “directing lender” (the “Directing Holder”)
with respect to the Mortgage Loan and to exercise the rights and powers granted to the Directing Holder and the Controlling Holder
hereunder and under the Servicing Agreement (such designation to be made by written notice to the Lead Securitization Note Holder
(or the Servicer on its behalf)); provided, that if the Mortgage Loan Borrower or any Mortgage Loan Borrower Related Party
owns any portion of a B Note, the ownership interests of such Person shall be deemed to equal zero for the purposes of determining
which owners can vote to elect the Directing Holder, and provided, further, that in no event may the Mortgage Loan
Borrower or any Mortgage Loan Borrower Related Party serve as the Directing Holder.  Subject to the Lead Securitization Servicing
Agreement, such designation shall remain in effect until it is revoked by the Controlling Holder by a writing delivered to each
of the other parties hereto.

 

(b)       
Notwithstanding anything to the contrary contained herein (but subject to Section 21(d)), the Lead Securitization Note Holder
(or the Servicer on its behalf) shall, prior to taking any Major Decision, be required to notify in writing the Directing Holder
of any proposal to take any of such actions (and to provide the Directing Holder with such information requested by such Directing
Holder as may be necessary in the reasonable judgment of such Directing Holder in order to make a judgment) and to receive the
written approval of the Directing Holder (which approval may be withheld in its sole discretion);

 


(c)       
If the Directing Holder fails to notify the Lead Securitization Note Holder (or the Servicer on its behalf) of its approval or
disapproval of any such Major Decision within ten (10) Business Days after delivery to the Directing Holder by the Lead Securitization
Note Holder (or the Servicer on its behalf) of written notice (“Action Notice”) of such a Major Decision (which
notice shall contain a legend, in capitalized, bold-faced type containing the following statement as the top of the first page:
“THIS IS A REQUEST FOR MAJOR DECISION APPROVAL.  IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED
MAJOR ACTION WITHIN TEN (10) BUSINESS DAYS, SUCH MAJOR DECISION WILL BE DEEMED APPROVED BY THE DIRECTING HOLDER”) together
with any information requested by the Directing Holder pursuant to Section 21(b) or this Section 21(c), then if
the Directing Holder fails to approve or reject the Major Decision within such ten (10) Business Day period, the Directing Holder’s
approval will be 


 




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deemed
to have been given for such Major Decision (provided, that if the Directing Holder has failed to notify the Lead
Securitization Note Holder (or the Servicer on its behalf) of its approval or disapproval of any such Major Decision within
five (5) Business Days following the delivery of the related Action Notice together with any information requested by the
Directing Holder pursuant to Section 21(b) or this Section 21(c), the Lead Securitization Note Holder (or the
Servicer on its behalf) will be required to promptly provide to the Directing Holder a second Action Notice bearing the same
legend as the first Action Notice).  Notwithstanding the foregoing, any amounts funded by any Holder under the Mortgage
Loan Documents as a result of (1) the making of any protective Advances or (2) interest accruals or accretions and any
compounding thereof (including default interest) with respect to the Notes shall not at any time be deemed to require prior
notice to the Directing Holder (except as otherwise expressly required by this Agreement) or otherwise contravene this
subsection.  To the extent the Mortgage Loan Borrower requests or the Servicer or Special Servicer structures, as
part of a workout or otherwise, an extension of the Mortgage Loan for two or more years beyond the Maturity Date, the
Servicer or Special Servicer, as applicable, shall obtain the prior written consent of the Lead Securitization Note Holder
(in the same manner as the Directing Holder) in addition to the consent of the Directing Holder.  The provisions of this Section
21(c) shall be of no further force and effect from and after the Lead Securitization Date, and the analogous provisions
of the Servicing Agreement shall control.

 

(d)       
With respect to any proposed action requiring consultation with or approval of the Directing Holder pursuant to Section 21(b),
the Lead Securitization Note Holder (or the Servicer on its behalf) shall prepare a summary of such proposed action and an analysis
of whether or not such action is reasonably likely to produce a greater recovery on a present value basis than not taking such
action, setting forth the basis on which the Lead Securitization Note Holder (or the Servicer on its behalf) made such determination,
and shall promptly provide to each Holder copies of such summary and any other material documents and items reasonably necessary
to make such determination by hard copy or electronic means on a timely basis.  If any such proposed action is disapproved
by the Directing Holder, the Servicer shall propose an alternate action (based on any counter-proposals received from the Directing
Holder, to the extent such counter-proposal is consistent with Section 21(d) or, if no such counter-proposal is received
by the Servicer when the disapproval of the Directing Holder is delivered to the Servicer, then based on any alternate course
of action that the Lead Securitization Note Holder (or the Servicer on its behalf) may deem appropriate) until the approval of
the Directing Holder is obtained; provided that if the Servicer and Directing Holder do not agree on a proposed course
of action within sixty (60) days after the date on which the Servicer first proposed a course of action and the counter-proposals
received from the Directing Holder would, in the judgment of the Special Servicer, be permitted to be ignored by the Special Servicer
in accordance with clause (d) below), then after giving due consideration (subject to Section 21(d) hereof) to the
alternatives and counterproposals, if any, provided by the Directing Holder the Lead Securitization Note Holder (or the Servicer
on its behalf) shall take such action as it deems appropriate in accordance with Accepted Servicing Practices.  Notwithstanding
the foregoing, if in accordance with Accepted Servicing Practices, (i) the Lead Securitization Note Holder (or the Servicer on
its behalf) determines that emergency action is necessary to protect the Mortgaged Property or the interests of the Holders (as
a collective whole) at a time earlier than the time that such Servicer would otherwise be entitled to take such action pursuant
to this Section 21(d) or otherwise under this Agreement and (ii) such action requires consultation with and/or consent
of


 




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the
Directing Holder, then it shall contact the Directing Holder (by telephone, email or fax) promptly and shall discuss (unless the
Directing Holder and the Lead Securitization Note Holder, as applicable, shall fail to respond in a reasonable time frame under
the circumstances) the proposed action with such Directing Holder and the Lead Securitization Note Holder, as applicable, and,
if the consent of the Directing Holder would ordinarily be required, attempt to reach agreement within the revised time frame
prior to taking the proposed action, but shall be entitled to take the necessary emergency action within the necessary time frame
regardless of whether it has been able to contact or obtained the agreement of the Directing Holder and the Lead Securitization
Note Holder.  If such emergency action is taken, the Lead Securitization Note Holder (or the Servicer on its behalf) will
promptly notify the Directing Holder of the action so taken, the Servicer’s reasons for determining that immediate action
was necessary and how the action differs from the proposed actions, if any, that had theretofore been approved by the Directing
Holder. The provisions of this Section 21(d) shall be of no further force and effect from and after the Lead Securitization
Date, and the analogous provisions of the Servicing Agreement shall control.

 


(e)        
Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Directing Holder, as contemplated
by this Section 21, or no advice, direction or objection, if any, from or by any Non-Controlling Holder, may (and
the related Holder (or the Servicer on its behalf) shall ignore and act without regard to any such advice, direction or objection
that such Holder (or Servicer on its behalf) has determined, in its reasonable, good faith judgment, would): (A) require or cause
such Holder (or the Servicer on its behalf) to violate applicable law, the terms of the Mortgage Loan Documents or any section
of this Agreement or any Servicing Agreement, including such Servicer’s obligation to act in accordance with Accepted Servicing
Practices, (B) result in the imposition of federal income tax on any Securitization Trust, cause any REMIC to fail to qualify
as a REMIC, (C) expose any Securitization Trust, any certificateholder of any related Securitization, the Depositor or the depositor
of any Non-Lead Securitization, the Holders, the Servicer, the Trustee or the trustee of any Non-Lead Securitization, the Certificate
Administrator or any certificate administrator of any Non-Lead Securitization, the operating advisor of any Non-Lead Securitization
or their respective Affiliates, members, managers, officers, directors, employees or agents, to any material claim, suit or liability
or (D) materially expand the scope of the Servicer’s responsibilities under this Agreement or the related Servicing Agreement.

 

(f)        
No Controlling Holder or Directing Holder shall owe any fiduciary duty to the trustee, any servicer, any special servicer, any
certificateholder in any Securitization or the other Holders.  No Controlling Holder or Directing Holder shall have any liability
to any of the trustee, any servicer, any special servicer, any certificateholder in any Securitization or the other Holders for
any action taken, or for refraining from the taking of any action or the giving of any consent.  Each Holder (by acceptance
of its Note) acknowledges and agrees that (i) the Controlling Holder and the Directing Holder may each have relationships
and interests that conflict with those of certificateholders in any Securitization and/or the other Holders; (ii) the Controlling
Holder and the Directing Holder may act solely in their respective interests; (iii) the Controlling Holder and the Directing
Holder do not have any duties to any Securitization Trust, the certificateholders in any Securitization or the other Holders;
(iv) each of the Controlling Holder and the Directing Holder may take actions that favor interests of itself over the interests
of the certificateholders in any Securitization and/or the other Holders; (v) neither the


 


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Controlling
Holder nor the Directing Holder will have any liability whatsoever to any Securitization Trust, any party to the Lead Securitization
Servicing Agreement, any party to any Non-Lead Securitization Servicing Agreement, the certificateholders in any Securitization
or the other Holders or any other person (including the Borrowers) for having acted in accordance with or as permitted under the
terms of the Lead Securitization Servicing Agreement and this paragraph; and (vi) the certificateholders in any Securitization
or the other Holders may not take any action whatsoever against the Controlling Holder or the Directing Holder or any of the respective
affiliates, directors, officers, shareholders, members, partners, agents or principals thereof as a result of the Controlling
Holder or the Directing Holder having acted in accordance with the terms of and as permitted under the Lead Securitization Servicing
Agreement and this paragraph.

 


(g)       
The Controlling Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer
then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu thereof.  Any such replacement
Special Servicer shall be a Qualified Servicer in accordance with this Section 21(g).  The Controlling Holder shall
designate a Person to serve as Special Servicer by delivering to the Non-Controlling Holders, the Servicer and the then existing
Special Servicer a written notice stating such designation and by satisfying the other conditions required under the Servicing
Agreement (including a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), and by delivering to
Holder that is a Non-Lead Securitization a Rating Agency Confirmation with respect to any rated securities issued in such Non-Lead
Securitization.  The Controlling Holder shall promptly pay any expenses incurred by the Lead Securitization Note Holder (or
the Servicer on its behalf) in connection with such replacement.  The Controlling Holder shall notify the other parties hereto
of its termination of the then currently serving Special Servicer and its appointment of a replacement Special Servicer in accordance
with this Section 21(g). The fees payable to any replacement Special Servicer contemplated in this Section 21(g)
at any time, from and after the Lead Securitization, when the Lead Securitization Servicing Agreement is no longer in effect,
shall be at then market rates for such services.  Upon the occurrence of the Lead Securitization governing the servicing
of the Mortgage Loan, the initial Special Servicer designated in the applicable Lead Securitization Servicing Agreement shall
serve as the initial Special Servicer.  If a Servicer Termination Event on the part of the Special Servicer has occurred
that affects the Non-Controlling Holder, the Non-Controlling Holder shall have the right to direct the Trustee (or at any time
that the Mortgage Loan is no longer included in a Securitization, the Controlling Holder) to terminate the Special Servicer under
the applicable Servicing Agreement solely with respect to the Mortgage Loan pursuant to and in accordance with the terms of the
Servicing Agreement. The Controlling Holder and the Non-Controlling Holder acknowledge and agree that any successor special servicer
appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at the Non-Controlling
Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was so terminated without the prior
written consent of the Non-Controlling Holder. From and after the Lead Securitization Date, the termination and replacement of
the Special Servicer shall be governed by the Lead Securitization Servicing Agreement.

 

(h)       
[Reserved.]


 




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(i)        
Notwithstanding the foregoing, within ten (10) Business Days after receipt by the Note B-1 Holder, the Note B-2 Holder or the
Note B-3 Holder of notice indicating that such Note B Holder is no longer the Controlling Holder, such Note B Holder may, at its
option, post with the Lead Securitization Note Holder (or, if a Securitization has occurred, with the applicable Master Servicer,
Special Servicer, or Trustee) (a) cash collateral for the benefit of, and reasonably acceptable to the Lead Securitization
Note Holder, the Servicer or the Special Servicer, as the case may be, or (b) a Letter of Credit (in each case, if there
has been a Securitization, together with documentation reasonably acceptable to the Lead Securitization Note Holder, the Servicer
or the Special Servicer to create and perfect a first priority security interest in favor of the Securitization in such collateral)
(to be held by Lead Securitization Note Holder in a segregated securities account solely and exclusively in the name of each Note
A Holder, meeting the Rating Agency criteria for an “eligible account” on behalf of each Note A Holder) in an amount
which, when added to and for this purpose considered a part of the appraised value of the Mortgaged Property, will cause the related
Note B Holder to remain the Controlling Holder (such cash or Letter of Credit, “Reserve Collateral”).  The applicable
Note B Holder may make such election upon written notice to the Lead Securitization Note Holder of its intention to post Reserve
Collateral, and upon notifying Lead Securitization Note Holder of such intention, such Note B Holder shall post such Reserve Collateral
as quickly as practicable (but in no event more than three (3) Business Days following the receipt of the above notice) by delivering
such Reserve Collateral to Lead Securitization Note Holder.  The applicable Note B Holder shall grant to and create in favor
of each Note A Holder a first priority perfected pledge and security interest in the Reserve Collateral in a manner reasonably
satisfactory to Lead Securitization Note Holder.  Lead Securitization Note Holder will require an opinion, in form and substance
and from counsel reasonably acceptable to Lead Securitization Note Holder, regarding the validity, perfection and priority of
each Note A Holder’s interest in any Reserve Collateral.  In addition, the applicable Note B Holder shall pay or cause
to be paid any and all reasonable out of pocket costs and expenses incurred by each Note A Holder (and any servicing party on
its behalf) associated with the delivery and/or pledge of such Reserve Collateral, including the costs and expenses of any opinion
of counsel.  Upon the posting of such Reserve Collateral and satisfaction of the other conditions set forth above, the applicable
Note B Holder shall be entitled to exercise all of the rights of the Controlling Holder hereunder; provided, however,
that such posting of such collateral and such satisfaction of conditions shall not prevent such Note B Holder from losing its
status as the Controlling Holder again (provided that such collateral shall be taken into account in determining the Mortgaged
Property’s value when calculating whether such Note B Holder is no longer the Controlling Holder), in which event the foregoing
provisions of this paragraph shall not again apply and such Note B Holder shall not again be entitled to post Reserve Collateral. 
Any Reserve Collateral shall be treated as an “outside reserve fund” for purposes of the REMIC provisions of the Internal
Revenue Code of 1986, as amended, and such property (and the right to reimbursement of any amounts with respect thereto from a
REMIC) shall be beneficially owned by such Note B Holder, who shall be taxed on all income with respect thereto.  The provisions
of this Section 21(i) shall be of no further force and effect from and after the Lead Securitization Date.

 


(j)        
Following a Final Recovery Determination with respect to the Mortgage Loan and application of all proceeds of the liquidation
of the Mortgage Loan, the Mortgaged Property or any REO Property, the Lead Securitization Note Holder (or the Servicer on its
behalf) shall be entitled to draw on or liquidate the Reserve Collateral and apply the proceeds


 




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thereof
to reimburse each Note A Holder for any Trust Fund Expense or Realized Loss borne or experienced by each Note A Holder, plus interest
thereon from the date such Trust Fund Expenses or Realized Loss was borne or experienced to the date of reimbursement.  Within
ten (10) Business Days following such Final Recovery Determination and application, the Lead Securitization Note Holder (or the
Servicer on its behalf) shall pay any remaining portion of such proceeds of the Reserve Collateral to the Note B Holder. The provisions
of this Section 21(j) shall be of no further force and effect from and after the Lead Securitization Date.

 

(k)       
Notwithstanding the foregoing, if a Letter of Credit is posted as Reserve Collateral, then the related Note B Holder shall provide
a replacement Letter of Credit from an Approved Bank in form and substance satisfactory to Lead Securitization Note Holder and
each of such Rating Agencies (i) at least fifteen (15) Business Days before the expiration of the delivered Letter of Credit,
and (ii) if the issuer of such Letter of Credit is at any time not an Approved Bank, within five (5) Business Days following written
notice from Lead Securitization Note Holder to such effect.  If the related Note B Holder does not effect such a replacement
within the periods set forth in the preceding sentence, the Lead Securitization Note Holder shall be entitled immediately thereupon
to draw on such Letter of Credit to the full extent of the amount then remaining available thereunder, in which case Lead Securitization
Note Holder shall hold the proceeds of such draw as Reserve Collateral and shall be entitled to hold and apply such Reserve Collateral
in the manner and for the purposes otherwise set forth above and below. The provisions of this Section 21(k) shall be of
no further force and effect from and after the Lead Securitization Date.

 

22.       
Further Assurances.  Each Holder acknowledges and agrees that each Holder may sell all or any portion of its respective
Note, subject to the rights of the other Holders and the terms of this Agreement, and the related Mortgage Loan Documents in connection
with the related Securitization.  At the request and at the sole cost and expense of a requesting Holder, and to the extent
not already required to be provided by the other Holders under this Agreement, each Holder shall reasonably cooperate with such
requesting Holder and take such steps as may be reasonably required by such requesting Holder or any Rating Agency in order to
satisfy the market standards to which the requesting Holder customarily adheres or which may be reasonably required by the Rating
Agencies in connection with the related Securitization.  Such cooperation shall include, without limitation, each Holder’s
agreement to:

 

(a)       
execute such amendments to this Agreement as may be requested by the requesting Holder or the Rating Agencies to effect the related
Securitization, provided that no such amendments shall materially and adversely affect any of the rights or remedies granted
to any Note A Holder or Note B Holder hereunder (including, without limitation, the timing and amount of payment and the rights
granted to a “Controlling Holder” or “Directing Holder”) or increase the obligations of such Holder hereunder;

 

(b)       
cooperate with the reasonable requests from third-party service providers engaged by the requesting Holder to obtain, collect,
and deliver information requested or required by such Note A Holder or the Rating Agencies in connection with the Holders, the
Notes or the Mortgage Loan; and


 




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(c)       
execute amendments to the Mortgage Loan Documents to further sever the Notes.

 

Notwithstanding
the foregoing, in no event shall any Holder take any action or refrain from taking any action that would violate any law of any
applicable jurisdiction, would be inconsistent with Accepted Servicing Practices or would violate the REMIC Provisions of the
Servicing Agreement or any other provision of this Agreement or the Servicing Agreement.

 

23.       
Reserved.

 

24.       
No Pledge or Loan.  This Agreement shall not be deemed to represent a pledge of any interest in the Mortgage Loan
by any one or more Holders to any one or more other Holders, or a loan from any one or more Holders to any one or more other Holders. 
The Note B Holder shall have not any interest in any property taken as security for the Mortgage Loan; provided, however,
that if any such property or the proceeds thereof shall be applied in respect of payments due under the Mortgage Loan, 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. 

 

25.       
Governing Law; Waiver of Jury Trial.  THIS AGREEMENT AND THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE.  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.

 

26.       
Modifications.  This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed
by the parties hereto.  The party seeking modification of this Agreement shall be solely responsible for any and all reasonable
expenses that may arise in order to modify this Agreement.  Additionally, from and after a Securitization, the Holders shall
not amend or modify this Agreement without first receiving (i) an opinion of counsel experienced in REMIC matters that such amendment
or modification, in and of itself, would not adversely affect the REMIC status of the Mortgage Loan or this Agreement, and (ii)
a Rating Agency Confirmation, except that no Rating Agency Confirmation shall be required in connection with a modification (x)
prior to the Lead Securitization Date, (y) to cure any ambiguity, to correct or supplement any provision herein that may be defective
or inconsistent with any other provisions herein or with the Servicing Agreement, or (z) to make other provisions with respect
to matters or questions arising under this Agreement, which shall not be inconsistent with the provisions of this Agreement, and
(iii) if such modification, cancellation or termination would adversely affect the rights or materially affect the duties of any
Servicer or Trustee, the written consent of such affected party.

 


27.       
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; provided, that no successors or assigns of any Initial
Note A Holder or Initial Note B


 




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Holder
shall have any liability for a breach of representation or warranty set forth in this Agreement.  Each Servicer and Trustee
(if any) is an intended third-party beneficiary of this Agreement.  Except as provided in Section 8 and the preceding sentence,
none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto or a successor
or assign of a party hereto.

 

28.       
Counterparts.  This Agreement may be executed in any number of counterparts and all of such counterparts shall together
constitute one and the same instrument.

 

29.       
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.

 

30.       
Notices.  All notices required hereunder shall be given by (i) telephone (confirmed in writing) or shall be in writing
and personally delivered, (ii) sent by facsimile transmission 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 or, if mailed, upon the earlier
to occur of receipt or the expiration of the fourth (4th) day following the date of mailing.

 

31.       
Holder’s Access to Information.  The Lead Securitization Note Holder (or the Interim Servicer) shall provide
to the other Holders and, from and after the Lead Securitization Date, the Lead Securitization Servicing Agreement shall provide
that such other Holders shall have access to, upon written request to the Servicer or the Trustee, as applicable, subject to any
restrictions on the distribution of such information contained in the Lead Securitization Servicing Agreement, (a) a summary of
the current status of principal and interest payments on the Mortgage Loan, (b) copies of the Mortgage Loan Borrower’s
current financial statements, to the extent in the Servicer’s possession, (c) the most recent appraisal, if any, as to
the value of the Mortgaged Property, to the extent in the Servicer’s possession, (d) a copy of the Lead Securitization
Servicing Agreement, (e) copies of any default or acceleration notices sent to the Mortgage Loan Borrower with respect to the
Mortgage Loan and all material correspondence related thereto, (f) material notices delivered to any Servicer by the Mortgage
Loan Borrower, (g) copies of each other report provided to the Certificateholders in accordance with the express terms of the
Lead Securitization Servicing Agreement (but only to the extent such other reports relate to the Mortgage Loan or the Mortgage
Loan Borrower), and (h) other information with respect to the Mortgage Loan Borrower or the Mortgage Loan, reasonably requested
by such other Holder, to the extent required to be provided by the Servicer under the Lead Securitization Servicing Agreement
and in the Servicer’s possession or reasonably obtainable by the Servicer, in each case at the sole cost and expense of
such other Holder, to the extent not included in the regular fees and charges of the Servicer (with respect to all out-of-pocket
and the reasonable administrative and photocopying costs of the Servicer).


 




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32.      
Custody of Mortgage Loan Documents.  Prior to the Lead Securitization Date, the originals of all of the Mortgage Loan
Documents (other than the Notes, which will be held by the Holders thereof) will be held by a third-party custodian jointly selected
by the Holders.  From and after the Lead Securitization Date, originals of all of the Mortgage Loan Documents (other than
the Non-Standalone Notes not included in the Lead Securitization, which will be held by the Holders thereof) shall be held by
the Servicer, Trustee or custodian on its behalf, or other applicable Person under the Lead Securitization Servicing Agreement.

 

33.      
Statement of Intent.  It is the intention of the parties hereto that, for purposes of federal income taxes, state
and local income and franchise taxes and any other taxes imposed upon, measured by or based upon gross or net income, this Agreement
shall be treated as creating a “grantor trust” (within the meaning of Code Section 671).  The terms of this Agreement
shall be interpreted to further this intention of the parties.  The parties hereto agree that, unless otherwise required
by appropriate tax authorities, the Lead Securitization Note Holder (or the Trustee (if any) or any other party so designated
under the Lead Securitization Servicing Agreement on its behalf) shall file or cause to be filed annual or other necessary returns,
reports and other forms consistent with such intended characterization.  Each other Holders, by its acceptance of its interest
herein, agrees, unless otherwise required by appropriate tax authorities, to file its own tax returns and reports in a manner
consistent with such characterization.  If the Internal Revenue Service were to characterize this Agreement as a partnership
for federal income tax purposes, then each such other Holders authorizes and directs the Lead Securitization Note Holder to elect
out of partnership accounting pursuant to Treasury Regulation Section 1.761-2, and agrees to file its own tax returns and reports
in a manner consistent therewith.

 

34.      
Powers.  Except as expressly provided herein, the grantor trust created pursuant to this Agreement will not engage
in any activity that is inconsistent with the classification of this arrangement as a grantor trust for federal income tax purposes. 
Further, this grantor trust shall not (a) acquire any additional assets or (b) modify (or agree to the modification of) or dispose
of its assets other than pursuant to the terms hereof.  The grantor trust shall take no action (or fail to take any action)
that will cause it (by the taking or by the failure to take, as the case may be) to be classified as other than a grantor trust
for federal income tax purposes.

 

35.      
Servicers of the Mortgage Loan.  Wells Fargo Bank, National Association is hereby appointed by the Holders as the
interim servicer of the Mortgage Loan.  From and after the Lead Securitization Date, pursuant to this Agreement and the Lead
Securitization Servicing Agreement, Wells Fargo Bank, National Association will be appointed as the initial master servicer of
the Trust Loan and the primary servicer of the Mortgage Loan and CWCapital Asset Management LLC will be appointed as the initial
special servicer of the Mortgage Loan.  Prior to the Lead Securitization Date, the Lead Securitization Note Holder shall
have the right to appoint and remove the Interim Servicer with or without cause under this Agreement and from and after the Lead
Securitization Date, the Lead Securitization Note Holder shall have the right to appoint and remove the Master Servicer and the
Special Servicer in accordance with the terms of the Lead Securitization Servicing Agreement.  All rights and obligations
of the Lead Securitization Note Holder described hereunder may be exercised by the Servicer and/or the Special Servicer (except
as set forth in the preceding sentence) and, to the extent applicable, the Certificate Administrator, the Trustee or the paying
agent on behalf of the Lead Securitization Note Holder


 


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and
the other Holders agree to cooperate with any such Persons with respect to its exercise of such rights and obligations.

 


36.      
Registration of Transfers.  The Lead Securitization Note Holder (or the applicable Servicer) shall maintain a register
on which it shall record the names and addresses of, and wire transfer instructions for, the Holders from time to time, to the
extent such information is provided in writing to it by any other Holders. Any transfer of a Note hereunder shall be recorded
on such register.  The transferring Holder (or the transferee) shall reimburse the Lead Securitization Note Holder for the
Lead Securitization Note Holder’s reasonable third party out-of-pocket costs and expenses (including reasonable attorneys’
fees and disbursements) incurred in connection with the terms of this Section 36.

 

37.      
Non-Recourse Obligations of the Holders.  Notwithstanding anything to the contrary contained herein or the Servicing
Agreement (but subject to Section 10 and Section 40 hereof), no Holder shall be personally liable hereunder or under
the Servicing Agreement other than to the extent of cash, property or other value realized or derived from its Note either (i)
prior to its disbursement and receipt by the Holder or (ii) after its receipt by the Holder under the circumstances and to the
extent provided under Section 8(b) hereof. 

 

38.      
[Reserved.]

 

39.      
Withholding Taxes.

 

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

 

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


 




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and
expense, defend any claim or action relating to the foregoing indemnification using counsel reasonably satisfactory to the Lead
Securitization Note Holder.

 


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

 

40.      
Cooperation in Securitization; Re-Sizing of A Note; Provisions Relating to Securitization.

 

(a)       
In connection with the Lead Securitization or any Non-Lead Securitization, Note B Holders hereby consent to the inclusion in any
disclosure document relating to the Lead Securitization or such Non-Lead Securitization of the identity of the Note B Holders
and the identification of other Persons that control the related B Note (other than the identification of its limited partners
or other non-controlling investors).  Note B Holders covenant and agree that in the event any A Note is to be included as
an asset of the Lead Securitization or any Non-Lead Securitization, Note B Holders shall, at the related Initial Note A Holder’s
sole cost and expense (including, without limitation, attorneys’ fees and disbursements reasonably incurred by Note B Holders)
and request, (i) meet with representatives of the Rating Agencies to discuss the business and operations of Note B Holders, (ii)
cooperate with the reasonable requests of each Rating Agency and such Initial Note A Holder in connection with the Lead Securitization
or such Non-Lead Securitization, as well as in connection with all other matters and the preparation of any offering documents
thereof and (iii) review and respond promptly with respect to any information (except as permitted above) relating to Note B Holders
in the Lead Securitization or such Non-Lead Securitization document. 


 




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(b)       
Notwithstanding any other provision of this Agreement, for so long as any Initial Holder or any affiliate thereof (an “Initial
Holder Entity”) is the owner of an A Note (each, an “Owned Note”), such Initial Holder Entity shall
have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and
restated notes or additional notes (in either case, “New Notes”) reallocating the principal of an Owned Note
to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal
amount equal to the then outstanding principal balance of such Owned Note; provided that (i) the aggregate principal balance
of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to
such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments,
(iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically
subject to the terms of this Agreement, (iv) the Initial Holder Entity holding the New Notes shall notify the Lead Securitization
Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified
allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate Accepted Servicing
Practices.  If the Lead Securitization Note Holder so requests, the Initial Holder Entity holding the New Notes (and any
subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes,
as so modified.  In connection with the foregoing (provided the conditions set forth in (i) through (v) above are
satisfied, with respect to (i) through (iv), as certified by the applicable Initial Holder Entity, on which certification the
Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents
and this Agreement on behalf of any or all of the Holders, as applicable, solely for the purpose of reflecting such reallocation
of principal.

 

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

 

(i)        
the Master Servicer, Special Servicer and Trustee for such Lead Securitization shall be required to notify the master servicer,
the special servicer and the trustee under each Non-Lead Securitization Servicing Agreement of the amount of any P&I Advance
it has made with respect to the Standalone Notes included in the Lead Securitization Trust or Property Advances it has made with
respect to the Mortgaged Property within two (2) Business Days of making any such advance;

 

(ii)       
if the Master Servicer determines that a proposed P&I Advance or Property Advance, if made, or any outstanding P&I Advance
or Property Advance previously made, would be, or is, as applicable, a “nonrecoverable advance,” the Master Servicer
shall provide the servicers under any Non-Lead Securitization Servicing Agreement written notice of such determination within
two (2) Business Days after such determination was made and such determination with regard to any Property Advance shall be binding
on the servicers under the Non-Lead Securitization Servicing Agreement;


 




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(iii)      
the Master Servicer shall remit all payments received (or advanced) with respect to each Non-Standalone Note, net of the Servicing
Fee payable with respect to each such Note, and any other applicable fees and reimbursements payable to the Master Servicer, the
Special Servicer and the Trustee, to the Holders of such Notes on or prior to the Remittance Date;

 

(iv)      
with respect to each other Note that is held by a Non-Lead Securitization, the Master Servicer shall make available all reports
constituting the “CREFC® Investor Reporting Package (CREFC® IRP)” (excluding any templates)
pursuant to the terms of the Lead Securitization Servicing Agreement;

 

(v)       
the Master Servicer and Special Servicer shall provide to each Non-Standalone Note Holder all documents and other information
regarding the Mortgage Loan provided to the “Controlling Class Representative” (or analogous term), as such term is
defined in the Lead Securitization Servicing Agreement, pursuant to the terms and conditions of the Lead Securitization Servicing
Agreement at the time provided to such Controlling Class Representative;

 

(vi)      
the servicing duties of each of the Master Servicer and Special Servicer under the Lead Securitization Servicing Agreement shall
include the duty to service the Mortgage Loan and all of the Notes on behalf of the Holders (including the respective trustees
and certificateholders) in accordance with the terms and provisions of this Agreement, the Lead Securitization Servicing Agreement
and Accepted Servicing Practices;

 

(vii)     
the Holders of the Non-Standalone Notes shall be entitled to the same indemnity by the applicable parties to the Lead Securitization
Servicing Agreement with respect to the Mortgage Loan as the applicable parties to the Lead Securitization Servicing Agreement
are provided with respect to the Mortgage Loan under the Lead Securitization Servicing Agreement; the Master Servicer, any primary
servicer, the Special Servicer, the trustee and the certificate administrator shall be required to indemnify each “certification
party” and the depositors under each Non-Lead Securitization Servicing Agreement related to any public Non-Lead Securitization
to the same extent that they indemnify the Lead Securitization “certification party” and depositor for their failure
to deliver the items in clause (viii) below in a timely manner and for any Deficient Exchange Act Deliverable (as defined in the
Lead Securitization Servicing Agreement or any similar term thereto) regarding, and delivered by or on behalf of, such party;

 


(viii)    
with respect to any Non-Lead Securitization that is subject to following reporting requirements under the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934 (including Rule 15Ga-1), as amended, and Regulation AB, (a) the Master Servicer,
any primary servicer, the Special Servicer and the Trustee, certificate administrator or other party acting as custodian under
the Lead Securitization Servicing Agreement shall be required to (1) 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), in a timely manner,


 




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(i)
the reports, certifications, compliance statements, accountants’ assessments and attestations, information to be included
in reports (including, without limitation, Form 15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request, any other materials
specified in each of the Non-Lead Securitization Servicing Agreements as the parties to the applicable Non-Lead 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, and (2) to the extent applicable, to
cooperate with any depositor in a Non-Lead Securitization in responding to comments from the Commission regarding any materials
provided by such party in the immediately preceding clause (1), and (b) without limiting the generality of the foregoing, the
Depositor for the Lead Securitization shall provide in a timely manner to the depositor and the trustee for any Non-Lead Securitization
a copy of the Lead Securitization Servicing Agreement and each of the Master Servicer, the Special Servicer, Trustee, certificate
administrator or other party acting as custodian for the Lead Securitization will be required to provide to the depositor, at
the expense of the requesting party, and the trustee for any Non-Lead Securitization, any other disclosure information required
pursuant to Regulation AB or the Securities Exchange Act of 1934, as amended, in a timely manner for inclusion in any disclosure
document or Form 8-K filing and market indemnification agreements, opinions and Regulation AB compliance letters as were or are
being delivered with respect to the Lead Securitization.  The Master Servicer, any primary servicer and the Special Servicer
shall each be required to provide certification and indemnification to any Certifying Person with respect to any applicable Sarbanes-Oxley
Certification (or analogous terms) as such terms are defined in the related Non-Lead Securitization Servicing Agreement;

 

(ix)      
each of the Master Servicer, the Special Servicer, the custodian, the Trustee and the certificate administrator and each Affected
Reporting Party (as defined in the Lead Securitization Servicing Agreement) shall cooperate (and require each Servicing Function
Participant (as defined in the Lead Securitization Servicing Agreement) and Additional Servicer (as defined in the Lead Securitization
Servicing Agreement) retained by it to cooperate under any applicable sub-servicing agreement), with each depositor for a Non-Lead
Securitization (including, without limitation, providing all due diligence information, reports, written responses, negotiations
and coordination, and paying all costs and expenses incurred in connection therewith) to the same extent as such party is required
to cooperate with (and pay the expenses of) the Depositor under the Lead Securitization Servicing Agreement in connection with
Deficient Exchange Act Deliverables (as defined in the Lead Securitization Servicing Agreement);

 

(x)       
amounts received by the Master Servicer that represent late collections or principal prepayments on the Non-Standalone Notes,
net of any portion thereof payable or reimbursable to any third party in accordance with this Agreement, shall be remitted by
the Master Servicer to the Holders of such Non-Standalone Notes within one (1) Business Day of receipt of properly identified
funds; provided, however, to the extent any such amounts are received after 3:00 p.m. Eastern time on any given
Business Day, the Master Servicer shall use commercially reasonable efforts to remit such late collection or principal prepayments
to the master servicer of any applicable Non-Lead Securitization within one (1) Business Day of receipt of properly identified
funds but, in any event, the


 




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Master
Servicer shall remit such amounts within two (2) Business Days of receipt of properly identified funds;

 


(xi)      
each Holder of a Non-Standalone Note is an intended third-party beneficiary in respect of the rights afforded them under the Lead
Securitization Servicing Agreement and the related non-lead master servicers will be entitled to enforce the rights of the Holders
of the Non-Standalone Notes under this Agreement and the Lead Securitization Servicing Agreement;

 

(xii)     
each master servicer and special servicer under any Non-Lead Securitization Servicing Agreement shall be a third-party beneficiary
of the Lead Securitization Servicing Agreement with respect to all provisions therein expressly relating to compensation, reimbursement
or indemnification of such master servicer or special servicer, as the case may be, and the provisions regarding coordination
of advances made in respect of any Note under the Lead Securitization Servicing Agreement and any Non-Lead Securitization Servicing
Agreement, as applicable;

 

(xiii)    
if the Mortgage Loan becomes a Specially Serviced Mortgage Loan and the Special Servicer determines to sell any of the Standalone
Notes in accordance with the Lead Securitization Servicing Agreement, it shall have the right and the obligation to sell all of
the Notes as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. 
In connection with any such sale, the Special Servicer shall provide notice to each Non-Controlling Holder of the planned sale
and of such Non-Controlling Holder’s opportunity to bid on the Mortgage Loan;

 

(xiv)    
the Lead Securitization Servicing Agreement shall not be amended in any manner that adversely affects in any material respects
the Non-Standalone Note Holders without the consent of such Holders;

 

(xv)     
to the extent related to the Mortgage Loan, the Master Servicer or the Special Servicer, Rating Agency Confirmation shall be provided
with respect to the Non-Lead Securitization certificates to the same extent provided with respect to the certificates issued in
connection with the Lead Securitization;

 

(xvi)    
Servicer Termination Events (as defined in the Lead Securitization Servicing Agreement or analogous term) with respect to the
Master Servicer and the Special Servicer shall include (i) the failure to remit payments to the Holder of any Non-Standalone Note
as and when required by this Agreement and the Lead Securitization Servicing Agreement; (ii) the qualification, downgrade or withdrawal
of ratings of any class of certificates in any Non-Lead Securitization, publicly citing servicing concerns with the Master Servicer
or the Special Servicer, as applicable, as the sole or material factor in such rating action (and such qualification, downgrade
or withdrawal has not been withdrawn within 60 days of such event); and (iii) the failure to provide to the Holder of any Non-Standalone
Note (if and to the extent required under the Lead Securitization Servicing Agreement) reports required under the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder, within the time necessary for compliance in the Lead Securitization
Servicing Agreement (which shall be sufficient 


 




    70 


    


    
 


for
the Holders of the Non-Standalone Notes to comply with the applicable filing requirements).  Upon the occurrence of a
Servicer Termination Event with respect to a Holder of any Non-Standalone Note, the related Trustee under the Lead
Securitization shall, upon the direction of the Holder of such Non-Standalone Note, require (i) in the case of a
Servicer Termination Event relating to the Master Servicer, the appointment of a subservicer with respect to the related Note
or (ii) in the case of a Servicer Termination Event relating to the Special Servicer, the termination of the Special
Servicer;

 


(xvii)   
the Special Servicing Fee for the Mortgage Loan and any related REO Property shall be calculated at a rate not in excess of 15
basis points (0.15%) per annum and shall accrue only while the Mortgage Loan is specially serviced or after the Mortgaged
Property has become REO Property;

 

(xviii)  
subject to various adjustments and caps provided for in the Lead Securitization Servicing Agreement, the Liquidation Fee for the
Mortgage Loan if it is a Specially Serviced Mortgage Loan or REO Property as to which a Liquidation Fee is payable shall not exceed
0.25% of the proceeds of a full, partial or discounted payoff or the Net Liquidation Proceeds (as defined in the Lead Securitization
Servicing Agreement) related to a liquidation or repurchase of the Mortgage Loan, in each case exclusive of any portion of such
payoff or Net Liquidation Proceeds (as defined in the Lead Securitization Servicing Agreement) that represents Penalty Charges;

 

(xix)    
subject to various adjustments and caps provided for in the Lead Securitization Servicing Agreement, the Workout Fee (as defined
in the Lead Securitization Servicing Agreement) for the Mortgage Loan shall not exceed 0.25% of each collection of interest and
principal on the Mortgage Loan;

 

(xx)     
the Trustee under the Lead Securitization Servicing Agreement shall promptly notify the trustee and the master servicer under
any Non-Lead Securitization Servicing Agreement of any resignation, termination or replacement of the Master Servicer, the Special
Servicer or an applicable primary servicer or the effectiveness of any designation of a new Master Servicer, Special Servicer
or applicable primary servicer (together with the relevant contact information); and

 

(xxi)    
any conflict between terms of this Agreement and the Lead Securitization Servicing Agreement shall be resolved in favor of this
Agreement.

 

(d)      
Each Non-Standalone Note Holder acknowledges and agrees that it shall cause the Non-Lead Securitization Servicing Agreement related
to the Non-Lead Securitization that includes its Non-Standalone Note to provide that:

 

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


 




    71 


    


    



 


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

 

(iii)      
if the related Holder of such Note is responsible for its proportionate share of any Nonrecoverable Property Advances (or any
other portion of a Nonrecoverable Property Advance) (and Advance Interest Amount thereon) or other fee or expense pursuant to
Section 9, and that if funds received with respect to such Note are insufficient to cover such amounts, the related master
servicer under the related Non-Lead Securitization Servicing Agreement will be required to pay the Master Servicer, Special Servicer
or Trustee under the Lead Securitization Servicing Agreement, as applicable, out of general funds in the collection account (or
equivalent account) established under the related Non-Lead Securitization Servicing Agreement (provided that this subclause
(iii) shall not apply to Nonrecoverable P&I Advances relating to any Standalone Notes);

 

(iv)      
each of the Master Servicer and the Special Servicer shall be indemnified (as and to the same extent the Lead Securitization Trust
is required to indemnify each such party) against any claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses, incurred in connection with the Lead Securitization Servicing Agreement
that relate solely to its servicing of the Mortgage Loan, and the master servicer under the related Non-Lead Securitization Servicing
Agreement will be required to reimburse the Master Servicer or Special Servicer under the Lead Securitization Servicing Agreement,
as applicable, out of general funds in the collection account (or equivalent account) established under the related Non-Lead Securitization
Servicing Agreement;

 

(v)       
(a) each of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement will be a third party beneficiary
under the applicable Non-Lead Securitization Servicing Agreement with respect to any provisions therein relating to (1) the reimbursement
of any Nonrecoverable Property Advances made with respect to applicable Note included in such Non-Lead Securitization by the Master
Servicer or the Trustee under the Lead Securitization Servicing Agreement and (2) as to the Master Servicer only, the indemnification
of the Master Servicer against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and
any other costs, liabilities, fees and expenses, incurred in connection with any Non-Lead Securitization
Servicing Agreement and relating to the applicable Note included in such Non-Lead Securitization and (b) the Special Servicer
will be a third party beneficiary under the related Non-Lead Securitization Servicing Agreement with respect to any provisions
therein relating to (1) the reimbursement of any Nonrecoverable Property Advances made with respect to such Note included in such
Non-Lead Securitization by the Special Servicer (it being understood that the Special Servicer is not required to make any Property
Advances) and (2) the indemnification of the Special Servicer against any claims, losses, penalties, fines, forfeitures, legal
fees and related costs, judgments and any other costs, liabilities, fees and expenses, incurred in connection with any Non-Lead



 




    72 


    


    
 


Securitization Servicing Agreement and relating to the applicable Note included in such Non-Lead Securitization; and

 


(vi)      
the Master Servicer and the Special Servicer shall be third party beneficiaries of the foregoing provisions.

 

(e)       
Each Non-Standalone Note Holder shall give each of the parties to the Lead Securitization Servicing Agreement and any related
Non-Lead Securitization Servicing Agreement (in each case, that will not also be a party to such Non-Lead Securitization Servicing
Agreement related to the Non-Lead Securitization that will include such Holder’s Non-Standalone Note) notice of the related
Non-Lead Securitization in writing (which may be by e-mail) not less than 5 Business Days’ prior to the closing of such
Non-Lead Securitization.  Such notice shall contain contact information for each of the parties to the applicable Non-Lead
Securitization Servicing Agreement.  In addition, after the closing of the applicable Non-Lead Securitization, such Non-Standalone
Note Holder shall send (i) a copy of the related Non-Lead Securitization Servicing Agreement to each of the parties to the Lead
Securitization Servicing Agreement and (ii) notice of any subsequent change in the identity of the master servicer under the Non-Lead
Securitization Servicing Agreement or the party designated to exercise the rights of the Non-Controlling Holder under this Agreement
(together with the relevant contact information).

 

(f)       
Following the closing of the Lead Securitization, upon receipt of written notice (which may be by email) of the closing of any
Non-Lead Securitization, the Depositor shall provide the depositor under the related Non-Lead Securitization Servicing Agreement
with a copy of the Lead Securitization Servicing Agreement in an EDGAR-compatible format. 

 

(g)       
In the event that a Non-Lead Securitization closes prior to the Lead Securitization, the Holder selling its Note into a Securitization
that will be the Lead Securitization shall provide written notice of such Lead Securitization to the depositor and trustee of
each Non-Lead Securitization and, promptly upon the execution of the Lead Securitization Servicing Agreement (but not later than
one Business Day after the day on which such document is executed), shall provide a copy of the Lead Securitization Servicing
Agreement in an EDGAR-compatible format.

 

[NO
FURTHER TEXT ON THIS PAGE]


 




    73 


    


    
 


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

 








	 	DEUTSCHE
                                         BANK AG, NEW YORK BRANCH, as an Initial Note A Holder



	 	 
	 	By:

	/s/
Matt Smith


	 	

	Name:
Matt Smith


	 		Title:
Director
	 	 	 
	 	By:

	/s/
Natalie Grainger


	 	

	Name:
Natalie Grainger


	 		Title:
Director



 


(CENTURY
TOWERS-CO-LENDER AGREEMENT)


 




     


    


    
 

	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, as an Initial Note A Holder



	 	 
	 	By:

	/s/
Jeffrey L. Cirillo


	 	

	Name:
Jeffrey L. Cirillo


	 		Title:
Managing Director



 


(CENTURY
TOWERS-CO-LENDER AGREEMENT)


 


     


    


    
 





	 	MORGAN
                                         STANLEY BANK, NATIONAL ASSOCIATION, as an Initial Note A Holder



	 	 
	 	By:

	/s/
Cynthia Eckes


	 	

	Name:
Cynthia Eckes


	 		Title:
Executive Director


 


(CENTURY
TOWERS-CO-LENDER AGREEMENT)


 


     


    


    
 





	 	DEUTSCHE
                                         BANK AG, NEW YORK BRANCH, as Initial Note B-1 Holder



	 	 
	 	By:

	/s/
Matt Smith


	 	

	Name:
Matt Smith


	 		Title:
Director


  


	 	By:

	/s/
Natalie Graninger


	 	

	Name:
Natalie Graninger


	 		Title:
Director


 


(CENTURY
TOWERS-CO-LENDER AGREEMENT)


 


     


    


    

  


	 	MORGAN
                                         STANLEY BANK, NATIONAL ASSOCIATION, as Initial Note B-2 Holder



	 	 
	 	By:

	/s/
Cynthia Eckes


	 	

	Name:
Cynthia Eckes


	 		Title:
Executive Director





 


(CENTURY
TOWERS-CO-LENDER AGREEMENT)


 


     


    


    

  


	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, as Initial Note B-3 Holder



	 	 
	 	By:

	/s/
Jeffrey L. Cirillo


	 	

	Name:
Jeffrey L. Cirillo


	 		Title:
Managing Director





 


(CENTURY
TOWERS-CO-LENDER AGREEMENT)


 


     


    


    

 






SCHEDULE
1

Permitted Fund Managers


 





	1.	AllianceBernstein
	2.	Annaly Capital Management
	3.	Apollo Real Estate
    Advisors
	4.	Archon Capital,
    L.P.
	5.	AREA Property Partners
	6.	Artemis Real Estate
    Partners
	7.	BlackRock, Inc.
	8.	Clarion Partners
	9.	Colony Northstar,
    Inc.
	10.	DLJ Real Estate
    Capital Partners
	11.	Dune Real Estate
    Partners
	12.	Eightfold Real Estate
    Capital, L.P.
	13.	Five Mile Capital
    Partners
	14.	Fortress Investment
    Group, LLC
	15.	Garrison Investment
    Group
	16.	H/2 Capital Partners
    LLC
	17.	Hudson Advisors
	18.	Investcorp International
	19.	iStar Financial
    Inc.
	20.	J.P. Morgan Investment
    Management Inc.
	21.	JER Partners
	22.	Lend-Lease Real
    Estate Investments
	23.	Libermax Capital
    LLC
	24.	LoanCore Capital
	25.	Lone Star Funds
	26.	Lowe Enterprises
	27.	Normandy Real Estate
    Partners
	28.	Och-Ziff Capital
    Management Group
	29.	Praedium Group
	30.	Raith Capital Partners,
    LLC
	31.	Rialto Capital Management
    LLC
	32.	Rialto Capital Advisors
    LLC
	33.	Rockpoint Group
	34.	Rockwood
	35.	RREEF Funds
	36.	Square Mile Capital
    Management
	37.	The Blackstone Group
	38.	The Carlyle Group
	39.	Torchlight Investors
	40.	Walton Street Capital,
    L.L.C.
	41.	Westbrook Partners




 


    S-1


    


    

 





	42.	Wheelock
    Street Capital
	43.	Whitehall
    Street Real Estate Fund, L.P.







 


    S-2


    


    

 


EXHIBIT
A



MORTGAGE
LOAN SCHEDULE

 

Part
A. Description of Mortgage Loan

 

	Mortgage
Loan Borrower:

	One
Hundred Towers L.L.C.


	Date
of Mortgage Loan:

	October
21, 2019


	Initial
Principal Amount of Mortgage Loan:

	$1,200,000,000


	Closing
Date Mortgage Loan Principal Balance:

	$1,200,000,000


	Location
of Mortgaged Property:

	Los
Angeles, California


	Current
Use of Mortgaged Property:

	Office


	Mortgage
Interest Rate:

	3.0045%
per annum (the weighted average of the Note Interest Rates for all of the Notes, weighted according to the principal balances
of the Notes), as of the date hereof


	Mortgage
Default Rate:

	7.0045%
per annum (the weighted average of the Note Default Interest Rates for all of the Notes, weighted according to the principal
balances of the Notes), as of the date hereof (or such lesser rate permitted by applicable law)


	Maturity
Date:

	November
9, 2029


	Prepayment
Fee:

	An
amount equal to the greater of (i) the Yield Maintenance Amount, or (ii) 1% of the unpaid principal balance of the Notes as of
the repayment date. “Yield Maintenance Amount” means the present value, as of the repayment date, of the remaining
scheduled payments of principal and interest from the repayment date through July 9, 2029 (including any balloon payment) determined
by discounting such payments at rate which, when compounded monthly, is equivalent to the lesser of the Treasury Rate and the
Swap Rate, when compounded semi-annually, less the amount of principal being prepaid on the repayment date.




 


    A-1


    


    
 


Part
B. Description of Notes

 





	Note	Initial
    Note

    Principal Balance	Initial
    Percentage

    Interest (approx.)	Note
    Interest 

    Rate (per annum)	Note
    Default Interest Rate	Initial
    Holder	Standalone
    Note

    (Yes/No)
	Note
                                         A-1-S1
	$100,000,000	0.0083333333333333%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	DBNY	Yes
	Note
                                         A-1-S2
	$60,000,000	0.0500000000000000%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	DBNY	Yes
	Note
                                         A-1-S3
	$40,000,000	0.0333333333333333%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	DBNY	Yes
	Note
                                         A-1-C1
	$25,000,000	0.0208333333333333%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	DBNY	No
	Note
                                         A-1-C2
	$37,500,000	0.0312500000000000%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	DBNY	No
	Note
                                         A-1-C3
	$50,000,000	0.0416666666666667%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	DBNY	No
	Note
                                         A-1-C4
	$50,000,000	0.0416666666666667%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	DBNY	No
	Note
                                         A-1-C5
	$25,000,000	0.0208333333333333%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	DBNY	No
	Note
                                         A-1-C6
	$25,000,000	0.0208333333333333%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	DBNY	No
	Note
                                         A-1-C7
	$25,000,000	0.0208333333333333%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	DBNY	No
	Note
                                         A-1-C8
	$12,500,000	0.0104166666666667%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	DBNY	No
	Note
                                         A-2-S1
	$50,000,000	0.0416666666666667%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	MSBNA	Yes
	Note
                                         A-2-S2
	$30,000,000	0.0250000000000000%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	MSBNA	Yes
	Note
                                         A-2-S3
	$20,000,000	0.0166666666666667%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	MSBNA	Yes
	Note
                                         A-2-C1
	$12,500,000	0.0104166666666667%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	MSBNA	Yes
	Note
                                         A-2-C2
	$18,750,000	0.0156250000000000%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	MSBNA	No
	Note
                                         A-2-C3
	$30,000,000	0.0250000000000000%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	MSBNA	Yes
	Note
                                         A-2-C4
	$20,000,000	0.0166666666666667%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	MSBNA	Yes
	Note
                                         A-2-C5
	$20,000,000	0.0166666666666667%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	MSBNA	No
	Note
                                         A-2-C6
	$13,750,000	0.0114583333333333%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	MSBNA	No
	Note
                                         A-2-C7
	$10,000,000	0.0083333333333333%	3.0045%	the
    lesser of (i) the maximum allowable legal rate 	MSBNA	No



 


    A-2


    


    
 


	Note	Initial
    Note 

    Principal Balance	Initial
    Percentage

    Interest (approx.)	Note
                                         Interest

                                                                                Rate
                                         (per annum)
	Note
    Default Interest Rate	Initial
    Holder	Standalone
    Note

    (Yes/No)
	 	 	 	 	and (ii) 4% above the Note Interest Rate	 	 
	Note
                                         A-3-S1
	$50,000,000	0.0416666666666667%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	WFB	Yes
	Note
                                         A-3-S2
	$30,000,000	0.0250000000000000%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	WFB	Yes
	Note
                                         A-3-S3
	$20,000,000	0.0166666666666667%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	WFB	Yes
	Note
                                         A-3-C1
	$12,500,000	0.0104166666666667%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	WFB	Yes
	Note
                                         A-3-C2
	$18,750,000	0.0156250000000000%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	WFB	No
	Note
                                         A-3-C3
	$50,000,000	0.0416666666666667%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	WFB	Yes
	Note
                                         A-3-C4
	$20,000,000	0.0166666666666667%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	WFB	No
	Note
                                         A-3-C5
	$23,750,000	0.0197916666666667%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	WFB	No
	Note
                                         B-1
	$150,000,000	0.1250000000000000%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	DBNY	Yes
	Note
                                         B-2
	$75,000,000	0.0625000000000000%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	MSBNA	Yes
	Note
                                         B-3
	$75,000,000	0.0625000000000000%	3.0045%	the
    lesser of (i) the maximum allowable legal rate and (ii) 4% above the Note Interest Rate	WFB	Yes







 

 


    A-3


    


    
 


EXHIBIT
B



NOTICES

 

DBNY
as a Note A Holder:

 

Deutsche
Bank AG, New York Branch

60
Wall Street, 10th Floor

New
York, NY  10005

Attention: 
Robert W. Pettinato, Jr.

Facsimile
No.:  (212) 797-4489

 

with
a copy to:

 

Deutsche
Bank AG, New York Branch
60 Wall Street, 10th Floor
New York, New York  10005
Attention:  General Counsel
Facsimile
No.:  (646) 736-5721

 

WFB
as a Note A Holder:

 

Wells
Fargo Bank, National Association

375
Park Avenue, 2nd Floor

J0127-023

New
York, New York 10152

Attention:
A.J. Sfarra

Email:
Anthony.sfarra@wellsfargo.com

 

with
a copy to:

 

Troy
Stoddard, Esq.

Senior
Counsel

Wells
Fargo Law Department

D1053-300

301
South College St.

Charlotte,
North Carolina 28202

Email:
troy.stoddard@wellsfargo.com

 

with
a copy to (if by email):

 

mike.jewesson@alston.com
and peter.mckee@alston.com

 

MSBNA
as a Note A Holder:

 

Morgan
Stanley Bank, N.A.

1585
Broadway

 


    B-1


    


    

 


New
York, New York 10036

Attention:
Jane Lam

 

with
a copy to:

 

Morgan
Stanley Bank, N.A.

1633
Broadway, 29th Floor

New
York, New York 10019

Attention:
Legal Compliance Division

 

Note
B-1 Holder:

 

Deutsche
Bank AG, New York Branch

60
Wall Street, 10th Floor

New
York, NY  10005

Attention: 
Robert W. Pettinato, Jr.

Facsimile
No.:  (212) 797-4489

 

with
a copy to:

 

Deutsche
Bank AG, New York Branch
60 Wall Street, 10th Floor
New York, New York  10005
Attention:  General Counsel
Facsimile
No.:  (646) 736-5721

 

Note
B-2 Holder:

 

Morgan
Stanley Bank, N.A.

1585
Broadway

New
York, New York 10036

Attention:
Jane Lam

 

with
a copy to:

 

Morgan
Stanley Bank, N.A.

1633
Broadway, 29th Floor

New
York, New York 10019

Attention:
Legal Compliance Division

 

Note
B-3 Holder:

 

Wells
Fargo Bank, National Association

375
Park Avenue, 2nd Floor

J0127-023

New
York, New York 10152

 



    B-2


    


    


 


Attention:
A.J. Sfarra

Email:
Anthony.sfarra@wellsfargo.com

 

with
a copy to:

 

Troy
Stoddard, Esq.

Senior
Counsel

Wells
Fargo Law Department

D1053-300

301
South College St.

Charlotte,
North Carolina 28202

Email:
troy.stoddard@wellsfargo.com

 

with
a copy to (if by email):

 

mike.jewesson@alston.com
and peter.mckee@alston.com

 


    B-3