Exhibit 4.10


 





EXECUTION COPY


AGREEMENT BETWEEN NOTE HOLDERS


Dated as of October 24, 2019


by and between


BANK OF AMERICA, N.A.,


and


KEYBANK NATIONAL ASSOCIATION


The Parklawn Building


 




     


     


    


TABLE OF CONTENTS


 


	 	 	Page
	Section 1.	Definitions	2
	Section 2.	Servicing of the Mortgage Loan	16
	Section 3.	Priority of Payments	24
	Section 4.	Workout	25
	Section 5.	Administration of the Mortgage Loan	25
	Section 6.	Rights of the Controlling Note Holder	29
	Section 7.	Appointment of Special Servicer	32
	Section 8.	Payment Procedure	32
	Section 9.	Limitation on Liability of the Note Holders	34
	Section 10.	Bankruptcy	34
	Section 11.	Representations of the Note Holders	35
	Section 12.	No Creation of a Partnership or Exclusive Purchase Right	35
	Section 13.	Other Business Activities of the Note Holders	35
	Section 14.	Sale of the Notes	36
	Section 16.	Governing Law; Waiver of Jury Trial	39
	Section 17.	Submission To Jurisdiction; Waivers	39
	Section 18.	Modifications	40
	Section 19.	Statement of Intent	40
	Section 20.	Successors and Assigns; Third Party Beneficiaries	40
	Section 21.	Counterparts	41
	Section 22.	Captions	41
	Section 23.	Severability	41
	Section 24.	Entire Agreement	41
	Section 25.	Withholding Taxes	41
	Section 26.	Custody of Mortgage Loan Documents	42
	Section 27.	Cooperation in Securitization	43
	Section 28.	Notices	44
	Section 29.	Broker	44
	Section 30.	Certain Matters Affecting the Agent	44
	Section 31.	Reserved	44
	Section 32.	Resignation or Termination of Agent	44
	Section 33.	Resizing	45


 


 




    	 	-i-	 



     


    

THIS AGREEMENT BETWEEN
NOTEHOLDERS (this “Agreement”), dated as of October 24, 2019, is by and among KEYBANK NATIONAL ASSOCIATION,
a national banking association (“KeyBank”, together with its successors and assigns in interest, as the initial
owner of Note A-1 described below, in its capacity as the “Initial Note A-1 Holder” and, in
its capacity as the initial agent, the “Initial Agent”), KeyBank (together with its successors and assigns in
interest, as the initial owner of Note A-2 described below, in its capacity as the “Initial Note A-2
Holder”), and KeyBank (together with its successors and assigns in interest, as the initial owner of Note A-3
described below, in its capacity as the “Initial Note A-3 Holder”), and BANK OF AMERICA, N.A., a national
banking association (“BANA”, together with its successors and assigns in interest, as the initial owner of Note A-4
described below, in its capacity as the “Initial Note A-4 Holder”) and BANA (together with its successors
and assigns in interest, as the initial owner of Note A-5 described below, in its capacity as the “Initial Note A-5
Holder”). The Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder,
the Initial Note A-4 Holder and the Initial Note A-5 Holder are referred to collectively herein as the “Initial
Note Holders”.


W I T N E S S E T H:


WHEREAS, in accordance
with that certain Co-Origination Agreement dated as of October 24, 2019 (the “Co-Origination Agreement”),
between BANA and KeyBank (each, a “Lender” and collectively, the “Lenders”), the Lenders
co-originated a certain mortgage loan (the “Mortgage Loan”) described on the schedule attached hereto as
Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrower described on the Mortgage Loan Schedule
(the “Mortgage Loan Borrower”), pursuant to the Mortgage Loan Agreement (as defined herein), which Mortgage
Loan is evidenced by, inter alia, the promissory notes having such designations, being in such initial principal amounts,
and made in favor of such of the Lenders as is indicated in the following table:


	
        Note
	
        Original
        Principal Amount
	
        Applicable
        Lender

	“Note A-1”	$70,000,000.00	KeyBank
	“Note A-2”	$50,000,000.00	KeyBank
	“Note A-3”	$10,800,000.00	KeyBank
	“Note A-4”	$65,400,000.00	BANA
	“Note A-5”	$65,400,000.00	BANA


Note A-1, Note A-2,
Note A-3, Note A-4 and Note A-5 are each referred to in this Agreement as a “Note”
and collectively as the “Notes”. Each Note is dated October 24, 2019 (the “Mortgage Loan Closing Date”).


WHEREAS, the Initial
Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder, the Initial Note A-4
Holder and the Initial Note A-5 Holder desire to enter into this Agreement to memorialize the terms under which they,
and their successors and assigns, shall hold Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5,
respectively.


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



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Section 1.               
Definitions. References to a “Section” or the “recitals” are, unless otherwise specified,
to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed
thereto in the Lead Securitization Servicing Agreement. Whenever used in this Agreement, the following terms shall have the respective
meanings set forth below unless the context clearly requires otherwise. Whenever a term is defined as having the meaning set forth
in the Lead Securitization Servicing Agreement or substantially similar language it shall be deemed to refer to the definition
of such term (or if no such definition exists, the definition of any term substantially similar thereto) as is set forth in the
Lead Securitization Servicing Agreement.


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


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and after the Lead Securitization
Date shall mean the Master Servicer.


“Agent Office”
shall mean the designated office of the Agent, which office, as of the date of this Agreement, is the office of the Initial Note A-1
Holder listed on Exhibit B hereto, and which is the address to which notices to and correspondence with the Agent should
be directed. The Agent may change the address of its designated office by notice to the Note Holders.


“Agreement”
shall mean this Agreement between Note Holders, any exhibits and schedules hereto and all amendments hereof and thereof and supplements
hereto and thereto.


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


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


“Asset Representations
Reviewer” shall mean the asset representations reviewer appointed as provided in the Lead Securitization Servicing Agreement.


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


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


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


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




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


“Certificate
Administrator” shall mean the certificate administrator appointed as provided in the Lead Securitization Servicing Agreement.


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


“Collateral
Deficiency Amount” shall have the meaning assigned to such term or analogous term in the Lead Securitization Servicing
Agreement.


“Collection
Account” shall have the meaning assigned to such term in the Lead Securitization Agreement.


“Commission”
shall mean the United States Securities and Exchange Commission.


“Companion
Distribution Account” shall have the meaning assigned to such term in the Lead Securitization Agreement.


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


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


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


“Consultation
Termination Event” shall have the meaning assigned to such term or analogous term in the Lead Securitization Servicing
Agreement.


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


“Control
Termination Event” shall have the meaning assigned to such term or analogous term in the Lead Securitization Servicing
Agreement.


“Controlling
Note” shall mean Note A-1.


“Controlling
Note Holder” shall mean the holder of the Controlling Note; provided that at any time the Controlling Note is
included in a Securitization, references to the “Controlling Note Holder” herein shall mean the holders of the majority
of the class of securities




    	 	-3-	 



     


    

issued in such Securitization designated
as the “controlling class” or any other party that is assigned the rights to exercise the rights of the “Controlling
Note Holder” hereunder, as and to the extent provided in the related Securitization Servicing Agreement (including without
limitation subject to any restrictions applicable to the Mortgage Loan Borrower or affiliates of the Mortgage Loan Borrower provided
in the Lead Securitization Servicing Agreement).


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


“Custodian”
shall mean the custodian appointed as provided in the Lead Securitization Servicing Agreement.


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


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


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


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


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


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


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


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


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


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


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


“Initial
Note A-4 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


“Initial
Note A-5 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.




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


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


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


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


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


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


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


“Lead Securitization”
shall mean the Note A-1 Securitization; provided that, if any other Securitization occurs prior to the Note A-1
Securitization, then the first such Securitization shall be the Lead Securitization until such time as the Note A-1
Securitization occurs.




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


“Lead Securitization
Directing Holder” shall mean the “Directing Holder” (or analogous term) (or the “Directing Certificateholder”
(or analogous term) acting as such Directing Holder, as applicable) under the Lead Securitization Servicing Agreement.


“Lead Securitization
Note” shall mean the Note(s) included in the Lead Securitization.


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


“Lead Securitization
Servicing Agreement” shall mean, as of any date of determination, the pooling and servicing agreement that governs the
Securitization that is then the Lead Securitization; provided that during any period that the Mortgage Loan is no longer
subject to the provisions of the Lead Securitization Servicing Agreement, the “Lead Securitization Servicing Agreement”
shall be determined in accordance with the second paragraph of Section 2(a).


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


“Major Decisions”
shall mean “Major Decisions” as defined in the Lead Securitization Servicing Agreement.


“Master Servicer”
shall mean the master servicer appointed as provided in the Lead Securitization Servicing Agreement.


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


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


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


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


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


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of October 24, 2019, between KeyBank and BANA, collectively as
lender, and the Mortgage Loan Borrower, as the same may be further amended, restated, supplemented or otherwise modified from time
to time, subject to the terms hereof.


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




    	 	-6-	 



     


    

“Mortgage
Loan Borrower Related Party” shall have the meaning assigned to such term in Section 13.


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


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


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


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


“New Notes”
shall have the meaning assigned to such term in Section 33.


“Non-Controlling
Note” means any Note other than the Controlling Note, including any New Note designated as a “Non-Controlling
Note” hereunder pursuant to Section 33.


“Non-Controlling
Note Holder” means any holder of a Non-Controlling Note; provided that at any time such holder’s respective
Note is included in a Securitization, references to such “Non-Controlling Note Holder” herein shall mean the “Directing
Certificateholder”, “Directing Holder”, “Controlling Class Representative” or any other party assigned
the rights to exercise the rights of such “Non-Controlling Note Holder” hereunder, as and to the extent provided
in the related Non-Lead Securitization Servicing Agreement (including without limitation subject to any restrictions applicable
to the Mortgage Loan Borrower or affiliates of the Mortgage Loan Borrower provided in the Lead Securitization Servicing Agreement)
and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been
given written notice. The Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
shall not be required at any time to deal with more than one party as the representative of the “controlling class”
holder(s) in respect of any Note (including any New Note) that is exercising the rights of a “Non-Controlling Note Holder”
herein or under the Lead Securitization Servicing Agreement (it being understood, for the avoidance of doubt, that the Lead Securitization
Note Holder (or the Master Servicer or Special Servicer on its behalf) may additionally need to deal with the master servicer,
special servicer or other person party to the related Securitization Servicing Agreement) and to the extent that the related Securitization
Servicing Agreement assigns such rights to more than one such party as the representative of the “controlling class”
holder(s) for purposes of this Agreement, such Securitization Servicing Agreement shall designate one such party to deal with the
Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) as the representative of
the related “controlling class” holder(s) in exercising its rights as a “Non-Controlling Note Holder”
under this Agreement or the Lead Securitization Servicing Agreement, and such party shall provide written notice of such designation
to the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer acting on its




    	 	-7-	 



     


    

behalf); provided that, in the
absence of such designation and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) shall be entitled to treat the last party as to which it has received written notice as having been designated as
the applicable Non-Controlling Note Holder, as the applicable Non-Controlling Note Holder under this Agreement.


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


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


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


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


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


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


“Non-Lead
Operating Advisor” shall mean the “operating advisor” or other analogous term under any Non-Lead Securitization
Servicing Agreement.


“Non-Lead
Securitization” shall mean any Securitization that is not the Lead Securitization.


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


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


“Non-Lead
Securitization Servicing Agreement” shall mean from and after the date a Non-Lead Securitization Note is included
in a Non-Lead Securitization, the pooling and servicing agreement, trust and servicing agreement or servicing agreement entered
into in connection with such Non-Lead Securitization.




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


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


“Non-Securitizing
Note Holder” shall mean, with respect to a Securitization, each Note Holder that is not a Securitizing Note Holder with
respect to such Securitization.


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


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


“Note A-1
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Original Principal
Balance” of Note A-1 set forth on the Mortgage Loan Schedule, less any payments of principal on Note A-1
received by the Note A-1 Holder or reductions in the principal balance thereof pursuant to Section 3 or 4,
as applicable.


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


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


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


“Note A-2
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Original Principal
Balance” of Note A-2 set forth on the Mortgage Loan Schedule, less any payments of principal on Note A-2
received by the Note A-2 Holder or reductions in the principal balance thereof pursuant to Section 3 or 4,
as applicable.


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


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


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


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




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


“Note A-4”
shall have the meaning assigned to such term in the recitals.


“Note A-4
Holder” shall mean the Initial Note A-4 Holder or any subsequent holder of Note A-4, as applicable.


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


“Note A-4
Securitization” shall mean the first sale by the Note A-4 Holder of all or a portion of Note A-4 to
a depositor who will in turn include such portion of Note A-4 as part of the securitization of one or more mortgage loans.


“Note A-5”
shall have the meaning assigned to such term in the recitals.


“Note A-5
Holder” shall mean the Initial Note A-5 Holder or any subsequent holder of Note A-5, as applicable.


“Note A-5
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Original Principal
Balance” of Note A-5 set forth on the Mortgage Loan Schedule, less any payments of principal on Note A-5
received by the Note A-5 Holder or reductions in the principal balance thereof pursuant to Section 3 or 4,
as applicable.


“Note A-5
Securitization” shall mean the first sale by the Note A-5 Holder of all or a portion of Note A-5 to
a depositor who will in turn include such portion of Note A-5 as part of the securitization of one or more mortgage loans.


“Note Holder
Representative” shall mean a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative,
as applicable (including any Lead Securitization Directing Holder and any “directing certificateholder”, “controlling
class representative” or similar person acting pursuant to a Securitization Servicing Agreement on behalf of the Controlling
Note Holder or a Non-Controlling Noteholder, as the case may be).


“Note Holders”
shall mean collectively, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4
Holder and the Note A-5 Holder.


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


“Note Principal
Balance” shall mean each of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3
Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance.


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




    	 	-10-	 



     


    

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


“Operating
Advisor” shall mean the operating advisor appointed as provided in the Lead Securitization Servicing Agreement.


“Owned Note”
shall have the meaning assigned to such term in Section 33.


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


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


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


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


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


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


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


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




    	 	-11-	 



     


    

(c)               
one or more of the following:


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


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


(iii)               
a Qualified Trustee in connection with (a) a securitization of, (b) the creation of collateralized debt obligations
(“CDO”) secured by, or (c) a financing through an “owner trust” of, a Note or any interest
therein (any of the foregoing, a “Securitization Vehicle”), provided that (1) one or more classes
of securities issued by such Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies
that assigned a rating to one or more classes of securities issued in connection with such Securitization Vehicle (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) in the case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle
has a Required Special Servicer Rating or is otherwise subject to Rating Agency Confirmations from the Rating Agencies rating each
Securitization (such entity, an “Approved Servicer”) and such Approved Servicer is required to service and administer
such Note or any interest therein in accordance with servicing arrangements for the assets held by the Securitization Vehicle which
require that such Approved Servicer act in accordance with a servicing standard notwithstanding any contrary direction or instruction
from any other Person; or (3) in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable,
each Intervening Trust Vehicle that is not administered and managed by a CDO Asset Manager which is a Qualified Institutional Lender,
are each a Qualified Institutional Lender under clauses (i), (ii), (iv) or (v) of this definition,
or


(iv)               
an investment fund, limited liability company, limited partnership or general partnership having capital and/or capital
commitments of at least $250,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified
Institutional Lender under clause (i), (ii) or (v) (with respect to an institution substantially similar
to the entities referred to in clause (i) or (ii) above), or (C) a Permitted Fund Manager, acts as a general
partner, managing member, or the fund manager responsible for the day-to-day management and operation of such investment
vehicle and provided that at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly,
by one or




    	 	-12-	 



     


    

more entities that are otherwise
Qualified Institutional Lenders (without regard to the capital surplus/equity and total asset requirements set forth below in the
definition), or


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


in the case of any entity referred
to in clause (c)(i), (ii), (iv)(B) or (v) of this definition, (x) such entity has at least
$200,000,000 in capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory firm or similar
fiduciary) and at least $600,000,000 in total assets (in name or under management), and (y) is regularly engaged in the business
of making or owning commercial real estate loans (or interests therein) similar to the Mortgage Loan (or mezzanine loans with respect
thereto) or owning or operating commercial real estate properties; provided that, in the case of the entity described in
clause (iv)(B) above, the requirements of this clause (y) may be satisfied by a general partner, managing
member, or the fund manager responsible for the day-to-day management and operation of such entity; or


(d)              
any entity Controlled by any of the entities described in clause (c) (other than clause (c)(iii))
above or that is the subject of a Rating Agency Confirmation as a Qualified Institutional Lender for purposes of this Agreement
from each of the Rating Agencies engaged by the Depositor and any Non-Lead Depositor to rate the securities issued by the related
Securitization Trust.


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


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


“Rating Agency
Communication” shall mean, with respect to any action and any Securitization, any written communication intended for
a Rating Agency, which shall be delivered at least ten (10) Business Days prior to completing such action, in electronic document




    	 	-13-	 



     


    

format suitable for website posting
to the 17g-5 information provider under the applicable Securitization Servicing Agreement.


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


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


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


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


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


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


“REO Property”
shall have the meaning assigned to the term “REO Property” or such other analogous term used in the Lead Securitization
Servicing Agreement.




    	 	-14-	 



     


    

“Required
Special Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage
Special Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more
loans included in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period
prior to the date of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class
of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such
special servicer as special servicer of such commercial mortgage loans, (iv) in the case of Morningstar, such special servicer
has a ranking by Morningstar equal to or higher than “MOR CS3” as a special servicer, provided that if
Morningstar has not issued a ranking with respect to such special servicer, such special servicer is acting as special servicer
in a commercial mortgage loan securitization that was rated by a Rating Agency within the twelve (12) month period prior to
the date of determination, and Morningstar 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 securities, (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 acting as
special servicer 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 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 securities as a material reason for such downgrade or withdrawal.


“Resizing
Holder” shall have the meaning assigned to such term in Section 33.


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


“Scheduled
Payment” shall mean the scheduled payment of interest and/or principal due on the Mortgage Loan on a Monthly Payment
Date.


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


“Securitization”
shall mean each of the Note A-1 Securitization, the Note A-2 Securitization, the Note A-3 Securitization,
the Note A-4 Securitization and the Note A-5 Securitization, as applicable.


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


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which one or more of the Notes are held.




    	 	-15-	 



     


    

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


“Securitizing
Note Holder” shall mean, with respect to a Securitization, each Note Holder that is contributing its Note to such Securitization.


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


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


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


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


“Special
Servicer” shall mean the special servicer or excluded mortgage loan special servicer, as applicable, appointed as provided
in the Lead Securitization Servicing Agreement.


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


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


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


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



    	 	-16-	 



     


    

Section 2.               
Servicing of the Mortgage Loan.


(a)               
Each Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced
from and after the closing date of the Lead Securitization by the Master Servicer and the Special Servicer pursuant to the terms
of this Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated
to advance monthly payments of principal or interest in respect of any Note other than the Lead Securitization Note if such principal
or interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance
premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of
the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges that any
other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to
Section 27, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect
such Securitization. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally
consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor
and the appointment of the Special Servicer by the Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer
and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing
Agreement. Each Note Holder hereby appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization
as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration
and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the
rights of the Note Holder set forth herein and in the Lead Securitization Servicing Agreement). The Lead Securitization Servicing
Agreement shall not require the Servicer to enforce the rights of one Note Holder against any other Note Holder, and shall not
limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder as may be required in order to service
the Mortgage Loan as contemplated by this Agreement and the Lead Securitization Servicing Agreement; provided, that it is
also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder with
respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement (i) to
service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, this Agreement,
the Lead Securitization Servicing Agreement and applicable law, (ii) to provide information to each servicer under each Non-Lead
Securitization Servicing Agreement necessary to enable each such servicer to perform its servicing duties under such Non-Lead
Securitization Servicing Agreement, and (iii) to not take any action or refrain from taking any action or follow any direction
inconsistent with the foregoing.


At any time that the
Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to
cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant
to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all
references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement;
provided, that if a Non-Lead Securitization Note is in a Securitization and the servicer(s) to be appointed under




    	 	-17-	 



     


    

such replacement servicing agreement
would not otherwise meet the conditions to be a servicer under the Lead Securitization Servicing Agreement that is being replaced,
then a Rating Agency Confirmation shall have been obtained from each Rating Agency with respect to the securities issued in connection
with such Securitization for such Non-Lead Securitization Note; provided, further, that the special servicer
and related servicing arrangements under such replacement servicing agreement shall in any event satisfy the requirements of clause (c)(iii)(2)
of the definition of Qualified Institutional Lender; and provided, further, that until a replacement servicing agreement
has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions
of the Lead Securitization Servicing Agreement, as if such agreement were still in full force and effect with respect to the Mortgage
Loan, by the applicable Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Note Holder that
is a qualified servicer meeting the requirements of the Lead Securitization Servicing Agreement. The Note Holders acknowledge that
at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Master
Servicer shall have no further obligation to make P&I Advances with respect to the Mortgage Loan.


(b)              
The Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee, or
the Special Servicer, on an emergency basis, to the extent provided in the Lead Securitization Servicing Agreement) shall make
(or in the case of the Special Servicer, may but is not obligated to make) the following advances, subject to the terms of the
Lead Securitization Servicing Agreement and this Agreement: (i) Servicing Advances on the Mortgage Loan and (ii) P&I
Advances on the Lead Securitization Note. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled
to reimbursement for a Servicing Advance, first, from funds on deposit in the Collection Account and/or the related Companion
Distribution Account for the Mortgage Loan that (in any case) represent amounts received on or in respect of the Mortgage Loan,
and then, in the case of Servicing Advances that are Nonrecoverable Advances, if such funds on deposit in the Collection
Account and the related Companion Distribution Account are insufficient, from general collections of the Lead Securitization as
provided in the Lead Securitization Servicing Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable,
shall be entitled to reimbursement for interest on a Servicing Advance (including any Servicing Advance that is a Nonrecoverable
Advance) at the Reimbursement Rate in the manner and from the sources provided in the Lead Securitization Servicing Agreement,
including from general collections of the Lead Securitization. Notwithstanding the foregoing, to the extent the Master Servicer,
the Special Servicer or the Trustee, as applicable, obtains funds from general collections of the Lead Securitization as a reimbursement
for a Servicing Advance that is a Nonrecoverable Advance or any interest on a Servicing Advance (including any Servicing Advance
that is a Nonrecoverable Advance) at the Reimbursement Rate, each Non-Lead Securitization Note Holder (including any Securitization
Trust into which such Non-Lead Securitization Note is deposited) shall be required to, promptly following notice from the Master
Servicer, reimburse the Lead Securitization for its pro rata share of such Servicing Advance that is a Nonrecoverable Advance
or interest thereon at the Reimbursement Rate.


In addition, any Non-Lead
Securitization Note Holder (including, but not limited to, any Securitization Trust into which such Non-Lead Securitization
Note is deposited) shall be required to, promptly following notice from the Master Servicer or the Special Servicer, pay or




    	 	-18-	 



     


    

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


Any Non-Lead Master
Servicer (or Non-Lead Trustee (if not made by such Non-Lead Master Servicer)) may be required to make P&I Advances
on the respective Non-Lead Securitization Note, from time to time, subject to the terms of the related Non-Lead Securitization
Servicing Agreement, the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer
and the Trustee, as applicable, shall be entitled to make their own recoverability determination with respect to a P&I Advance
to be made on the Lead Securitization Note based on the information that they have on hand and in accordance with the Lead Securitization
Servicing Agreement. Any Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee under any Non-Lead
Securitization Servicing Agreement, as applicable, shall each be entitled to make its own recoverability determination with respect
to a P&I Advance to be made on the related Non-Lead Securitization Note based on the information that they have on hand
and in accordance with the related Non-Lead Securitization Servicing Agreement. The Master Servicer or the Trustee, as applicable,
and any Non-Lead Master Servicer or Non-Lead Trustee, as applicable, shall each be required to notify the other of the
amount of its P&I Advance within two (2) Business Days of making such advance. If the Master Servicer, the Special Servicer
or the Trustee, as applicable (with respect to the Lead Securitization Note) or a Non-Lead Master Servicer, Non-Lead Special
Servicer or




    	 	-19-	 



     


    

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


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


(i)               
such Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Servicing Advances
that are Nonrecoverable Advances (and interest thereon at the Reimbursement Rate) and any additional trust fund expenses under
the Lead Securitization Servicing Agreement, but only to the extent that they relate to servicing and administration of the Mortgage
Loan, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Notes,
and that in the event that the funds received with respect to each respective Note are insufficient to cover such Servicing Advances
or additional trust fund expenses, (x) the related Non-Lead Master Servicer will be required to, promptly following notice
from the Master Servicer, the Special Servicer or the Trustee, pay or reimburse, pay or reimburse the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee or the Operating Advisor, as applicable, out of general collections in the
collection account (or equivalent account) established under such Non-Lead Securitization Servicing Agreement for such Non-Lead
Securitization Note Holder’s pro rata share of any such Servicing Advances that are Nonrecoverable Advances (and interest
thereon at the Reimbursement Rate) and/or additional trust fund expenses under the Lead Securitization Servicing Agreement relating
to the Mortgage Loan, and (y) if the Lead Securitization Servicing Agreement permits the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee or the Operating Advisor to reimburse itself from the Lead Securitization Trust’s
general collections, then the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating
Advisor, as applicable, may do




    	 	-20-	 



     


    

so and the related Non-Lead
Master Servicer will be required to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, pay
or reimburse the Lead Securitization Trust out of general collections in the collection account (or equivalent account) established
under such Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note Holder’s pro rata
share of any such Servicing Advances that are Nonrecoverable Advances (and interest thereon at the Reimbursement Rate) and/or additional
trust fund expenses under the Lead Securitization Servicing Agreement relating to the Mortgage Loan;


(ii)               
each of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required
to indemnify each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the
terms of Lead Securitization Servicing Agreement) by the Securitization Trust holding such Non-Lead Securitization Note, against
any of the Indemnified Items to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on
deposit in the Collection Account and the related Companion Distribution Account are insufficient for reimbursement of such amounts,
the related Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties for its pro
rata share of the insufficiency out of general collections in the collection account (or equivalent account) established under
such Non-Lead Securitization Servicing Agreement; provided, that a Non-Lead Securitization Note Holder’s duty
to pay, if any, Indemnified Items to the Operating Advisor shall be subject to any limitations and conditions (including limitations
and conditions with respect to the timing of such payments or reimbursements and the sources of funds for such payments or reimbursements)
as may be set forth from time to time in the applicable Non-Lead Securitization Servicing Agreement with respect to the payment
of such items to the Non-Lead Operating Advisor; and


(iii)               
a party to each Non-Lead Securitization Servicing Agreement will be required to deliver to the Trustee, the Certificate
Administrator, the Special Servicer, the Master Servicer, the Operating Advisor and the Asset Representations Reviewer (x) promptly
following Securitization of such Non-Lead Securitization Note, notice of the deposit of such Non-Lead Securitization Note
into a Securitization Trust (which notice may be by email and shall also provide contact information for the related Non-Lead
Trustee, Non-Lead Certificate Administrator, Non-Lead Master Servicer, Non-Lead Special Servicer and the party designated
to exercise the rights of the “Non-Controlling Note Holder” under this Agreement), accompanied by a certified copy
of the related executed Non-Lead Securitization Servicing Agreement and (y) notice of any subsequent change in the identity
of the related Non-Lead Master Servicer or the party designated to exercise the rights of the related “Non-Controlling
Note Holder” under this Agreement (together with the relevant contact information).


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


(d)              
If a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization
Servicing Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the




    	 	-21-	 



     


    

related Non-Lead Asset Representations
Reviewer in connection with such Asset Review by providing the Non-Lead Asset Representations Reviewer with any documents reasonably
requested by the Non-Lead Asset Representations Reviewer (not at its own expense or the expense of the Lead Securitization
Trust but at the expense of the related mortgage loan seller or such Non-Lead Asset Representations Reviewer), but only to
the extent that (i) such Non-Lead Asset Representations Reviewer has not been able to obtain such documents from the related
mortgage loan seller or any party to the related Non-Lead Securitization Servicing Agreement and (ii) such documents are in
the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.


(e)               
Prior to the Securitization of any Note (including any New Note), all notices, reports, information or other deliverables
required to be delivered to a Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) only need to be delivered to the
related Note Holder (or its Note Holder Representative) and, when so delivered to such Note Holder (or Note Holder Representative,
as applicable), the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing
Agreement. Following the Securitization of any Note (including any New Note), as applicable, all notices, reports, information
or other deliverables required to be delivered to a Note Holder pursuant to this Agreement or the Lead Securitization Servicing
Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be
delivered to the master servicer and the special servicer with respect to such Securitization (who then may forward such items
to the party entitled to receive such items as and to the extent provided in the related Securitization Servicing Agreement) and,
when so delivered to such master servicer and the special servicer, the Lead Securitization Note Holder (or the Master Servicer
or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items
hereunder or under the Lead Securitization Servicing Agreement.


(f)               
In addition to the foregoing, the Lead Securitization Servicing Agreement shall contain terms and conditions that are customary
for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code
relating to the tax elections of the trust fund formed pursuant to such Lead Securitization Servicing Agreement, (ii) required
by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies engaged to rate the Lead Securitization.
The Lead Securitization Servicing Agreement shall also satisfy Moody’s rating methodology for eligible accounts and permitted
investments for a securitization rated “Aaa” by Moody’s.


(g)              
Without limiting the generality of the preceding Section 2(f), the Lead Securitization Servicing Agreement shall
contain customary provisions with respect to (i) servicing transfer events that would result in the transfer of the Mortgage
Loan to special servicing status, (ii) the authority of the Controlling Note Holder (or the Master Servicer or Special Servicer
on its behalf) to grant or agree or consent to material modifications, waivers and amendments to the Mortgage Loan, or to approve
material assignments and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iii) the potential
termination of the related Master Servicer and Special Servicer following a servicer termination




    	 	-22-	 



     


    

event (which shall include customary
market termination events with respect to failures to make advances, failure to remit payments for deposit in the Companion Distribution
Account, failure to deliver (or cause to be delivered) materials or notices required in order for the Non-Lead Depositor to
timely comply with its obligations under the Exchange Act, and Rating Agency triggers with respect to the certificates, subject
to customary grace periods (provided, in the case of failures related to the Exchange Act, such grace periods will not cause the
Non-Lead Depositor to fail to comply with the applicable provisions of the Exchange Act)), (iv) requirements to obtain
an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof,
(v) duties of the Special Servicer in respect of foreclosure and the management of REO property, (vi) special servicing,
workout and liquidation fees (and, in any event, the percentage rates at which such fees accrue or are determined on the applicable
amounts shall not exceed 0.25%, 1.00% and 1.00%, respectively, subject, however, to customary market minimum fees), (vii) requirements
that, to the extent related to the Mortgage Loan, the Master Servicer or the Special Servicer, Rating Agency Confirmations and
Rating Agency Communications be provided with respect to the commercial mortgage pass-through certificates issued in connection
with any Non-Lead Securitization to the same extent provided with respect to the commercial mortgage pass-through certificates
issued in connection with the Lead Securitization and (viii) indemnification of the Depositor, Master Servicer, Special Servicer,
Certificate Administrator, Trustee, Operating Advisor and Asset Representations Reviewer (and any director, officer, employee or
agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Lead Securitization Servicing
Agreement in respect of other mortgage loans) against any claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of
the Mortgage Loan (or, with respect to the Operating Advisor and Asset Representations Reviewer, incurred in connection with the
provision of services for the Mortgage Loan); provided, that (A) this Section 2(g) shall not be construed to prohibit
differences in timing, control or consultation triggers or thresholds, terminology, allocation of ministerial duties between multiple
servicers or other service providers or certificateholder or investor voting or consent thresholds, or to prohibit or restrict
additional approval, consent, consultation, notice or rating agency confirmation requirements; and (B) if there is any conflict
between this Section 2(g) and any other provision of this Agreement, such other provision of this Agreement shall control.
The Lead Securitization Servicing Agreement shall also contain provisions requiring the Master Servicer or the Special Servicer,
as applicable, to deliver to any Non-Lead Master Servicer, any Non-Lead Special Servicer and any Non-Lead Trustee (i) notice
of any Appraisal Reduction Event promptly following the occurrence thereof and (ii) a statement of any Appraisal Reduction
Amount or Collateral Deficiency Amount (if the Lead Securitization Servicing Agreement provides for the calculation of any Collateral
Deficiency Amount) promptly following the calculation thereof.


(h)              
The Lead Securitization Servicing Agreement shall also contain (i) provisions requiring the Master Servicer, the Special
Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator (A) to deliver or make available
to any such Non-Lead Depositor, Non-Lead Trustee or Non-Lead Certificate Administrator (including any of its assignees
or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably
attainable) necessary in the reasonable good faith determination of such Non-Lead Depositor to permit such Non-Lead Depositor
to comply with the provisions of Regulation AB and (B) to provide each person who signs the Sarbanes




    	 	-23-	 



     


    

Oxley Certification (as defined in the
Lead Securitization Servicing Agreement) for any Non-Lead Securitization (individually and collectively, the “Certifying
Person”), the applicable certification on which each Certifying Person can reasonably rely, (ii) customary industry
standard indemnification provisions for the failure of the applicable parties to timely deliver (or cause to be timely delivered)
the materials and notices required pursuant to clause (i) above, (iii) provisions requiring each of the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset
Representations Reviewer to indemnify and hold harmless each Certifying Person from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by such Certifying
Person arising out of delivery of any Deficient Exchange Act Deliverable (as defined in the Lead Securitization Servicing Agreement)
by, or on behalf of, such party, and (iv) provisions that require (A) a party to the Lead Securitization Servicing Agreement
to provide a copy of any executed amendment to the Lead Securitization Servicing Agreement to any Non-Lead Depositor and Non-Lead
Certificate Administrator (which may be by email), in order for any such Non-Lead Depositor to timely comply with its obligations
under the Exchange Act and (B) a replacement Master Servicer or replacement Special Servicer, as applicable, to provide all
disclosure about itself to the Non-Lead Depositor that is required to be included in a Form 8-K no later than the
effectiveness of such replacement.


Section 3.               
Priority of Payments. Each Note shall be of equal
priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor.
All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with
the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Scheduled
Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument
securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other than proceeds, awards or settlements to be applied
to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of
the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), shall be applied by the Lead Securitization Note
Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis; provided, that (x) all amounts for required
reserves or escrows required by the Mortgage Loan Documents (to the extent and in accordance with the terms of the Mortgage Loan
Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection
expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization
Servicing Agreement shall be applied to the extent set forth in, and in accordance with the terms of, the Mortgage Loan Documents;
and (y) all amounts that are then due, payable or reimbursable to any Servicer with respect to the Mortgage Loan pursuant
to the Lead Securitization Servicing Agreement and any other additional compensation payable to it thereunder (including without
limitation, any additional trust fund expenses under the Lead Securitization Servicing Agreement relating to the Mortgage Loan
(but subject to the second paragraph of Section 5(d) hereof) reimbursable to, or payable by, such parties and any Special
Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph),
but excluding (i) any P&I Advances (and interest thereon) on the Lead Securitization Note, which shall be reimbursed in
accordance with Section 2(b) hereof, and (ii) any Servicing Fees due to the Master Servicer in excess of each
Non-Lead Securitization




    	 	-24-	 



     


    

Note’s pro rata share of
that portion of such servicing fees calculated at the “primary servicing fee rate” applicable to the Mortgage Loan
as set forth in the Lead Securitization Servicing Agreement, which such excess shall not be subject to the allocation provisions
of this Section 3) shall be payable in accordance with the Lead Securitization Servicing Agreement.


For clarification
purposes, “Penalty Charges” (or analogous term as defined in the Lead Securitization Servicing Agreement) paid on each
Note shall, first, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary
to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement
of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, be used to
reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead
Master Servicer or any Non-Lead Trustee, as applicable, for any interest accrued on any P&I Advance made with respect to
such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or applicable Non-Lead Securitization
Servicing Agreement, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each Note
by the amount necessary to pay additional trust expenses under the Lead Securitization Servicing Agreement (other than Special
Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead
Securitization Servicing Agreement) and finally, with respect to any remaining amount of Penalty Charges, (x) prior
to the securitization of the Lead Securitization Note or at any time the Mortgage Loan is not being serviced pursuant to a Securitization
Servicing Agreement, pro rata to each Note Holder and (y) following the securitization of the Lead Securitization Note,
to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization
Servicing Agreement.


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


Section 5.               
Administration of the Mortgage Loan.


(a)               
Subject to this Agreement (including, without limitation, Section 5(c)) and the Lead Securitization Servicing
Agreement and subject to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf), shall have the sole and exclusive
authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including,
without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or to consent to any
action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or




    	 	-25-	 



     


    

waive any Event of Default, accelerate
the Mortgage Loan or institute any foreclosure action or other remedy, and no Non-Lead Securitization Note Holder shall have
any voting, consent or other rights whatsoever except as explicitly set forth herein with respect to the Lead Securitization Note
Holder’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to this Agreement
and the Lead Securitization Servicing Agreement, no Non-Lead Securitization Note Holder shall have any right to, and each Non-Lead
Securitization Note Holder hereby presently and irrevocably assigns and conveys to the Lead Securitization Note Holder (or the
Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) the rights, if any,
that such Note Holder has from and after the closing date of the Lead Securitization to, (i) call, or cause the Lead Securitization
Note Holder to call, an Event of Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage
Loan or the Mortgage Loan Borrower, including, without limitation, filing, or causing the Lead Securitization Note Holder to file,
any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special
Servicer or the Trustee acting on its behalf) shall not have any fiduciary duty to any Non-Lead Securitization Note Holder
in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder
from the obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing Standard (in
the case of the Master Servicer or the Special Servicer) or any liability for failure to do so).


Each Note Holder hereby
acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead
Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Loan, to sell the Notes together as notes evidencing one
whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection with any such sale, the Special
Servicer shall be required to sell the Notes together as notes evidencing one whole loan and shall require that all offers be submitted
to the Trustee in writing. Whether any cash offer constitutes a fair price for the Mortgage Loan shall be determined by the Special
Servicer (unless the offeror is an Interested Person, in which case the Trustee shall make such determination); provided,
that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at
least two bona fide other offers are received from independent third parties. In determining whether any offer received
represents a fair price for the Mortgage Loan, the Trustee or the Special Servicer, as applicable, shall be supplied with and shall
rely on the most recent Appraisal or updated Appraisal conducted in accordance with the Lead Securitization Servicing Agreement
within the preceding nine (9)-month period or, in the absence of any such Appraisal, on a new Appraisal. The Trustee shall
select the appraiser conducting any such new Appraisal. In determining whether any such offer constitutes a fair price for the
Mortgage Loan, the Trustee or the Special Servicer, as applicable, shall instruct the appraiser to take into account (in addition
to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to the Lead Securitization Servicing Agreement),
as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level
and physical condition of the related Mortgaged Property and the state of the local economy. The Trustee may conclusively rely
on the opinion of an Independent appraiser or other Independent expert in real estate matters with at least 5 years’ experience
in valuing or investing in loans similar to the Mortgage Loan that has been selected with reasonable care by the Trustee to determine
if such cash offer constitutes a fair price for the Mortgage Loan, and that has been




    	 	-26-	 



     


    

retained by the Trustee at the expense
of the Holders in connection with making such determination. Notwithstanding the foregoing, the Lead Securitization Note Holder
(or the Special Servicer acting on its behalf) shall not be permitted to sell the Mortgage Loan without the written consent of
each Non-Controlling Note Holder unless the Special Servicer has delivered to such Non-Controlling Note Holder: (a) at
least fifteen (15) Business Days prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least
ten (10) days prior to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages)
received by the Special Servicer in connection with any such proposed sale; (c) at least ten (10) days prior to the proposed
sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicer Mortgage File requested
by such Non-Controlling Note Holder; and (d) until the sale is completed, and a reasonable period of time (but no less
time than is afforded to other offerors and the Lead Securitization Directing Holder or the Controlling Holder, as applicable,
prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents
that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale. Subject to the foregoing,
each Note Holder or its Note Holder Representative shall be permitted to submit an offer at any sale of the Mortgage Loan unless
such Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


Each Note Holder (to
the extent it is not the same entity as the Lead Securitization Note Holder) hereby appoints the Lead Securitization Note Holder
as its agent, and grants to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and
its proxy, for the purpose of soliciting and accepting offers for and consummating the sale of its Note. Each Note Holder (to the
extent it is not the same entity as the Lead Securitization Note Holder) further agrees that, upon the request of the Lead Securitization
Note Holder, such Note Holder shall execute and deliver to or at the direction of Lead Securitization Note Holder such powers of
attorney or other instruments as the Lead Securitization Note Holder may reasonably request to better assure and evidence the foregoing
appointment and grant, in each case promptly following request, and shall deliver any related original documentation evidencing
its Note (endorsed in blank, if necessary) to or at the direction of the Lead Securitization Note Holder in connection with the
consummation of any such sale.


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




    	 	-27-	 



     


    

transfer or other document or instrument
that may be executed or delivered by such Person in connection with the Lead Securitization.


(b)              
The administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement.
The servicing of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced
Loan (or to the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case
pursuant to the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance
with the Lead Securitization Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer and the Special
Servicer to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests
of each Note Holder. The Note Holders agree to be bound by the terms of the Lead Securitization Servicing Agreement. All rights
and obligations of the Lead Securitization Note Holder described hereunder may be exercised by the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee on behalf of the Lead Securitization Note Holder to the extent set forth
in the Lead Securitization Servicing Agreement. The Lead Securitization Servicing Agreement shall not be amended in any manner
that may adversely affect any Non-Lead Securitization Note Holder in its capacity as Non-Lead Securitization Note Holder
without such Non-Lead Securitization Note Holder’s prior written consent. Each Non-Lead Securitization Note Holder
(unless it is the same Person as, or is an Affiliate of, the Mortgage Loan Borrower) shall be a third-party beneficiary to
the Lead Securitization Servicing Agreement with respect to its rights as specifically provided for therein.


(c)               
Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) shall be required (i) to provide copies of any notice, information and report that it is required to provide
to the Lead Securitization Directing Holder pursuant to the Lead Securitization Servicing Agreement with respect to any Major Decisions
or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, to each Non-Controlling
Note Holder (or its Note Holder Representative), within the same time frame it is required to provide to the Lead Securitization
Directing Holder (for purposes of this clause (i), without regard to whether such items are actually required to be
provided to the Lead Securitization Directing Holder under the Lead Securitization Servicing Agreement due to the occurrence of
a Control Termination Event or a Consultation Termination Event) and (ii) to consult with each Non-Controlling Note Holder
(or its Non-Controlling Note Holder Representative) on a strictly non-binding basis, to the extent having received such
notices, information and reports, such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an
Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Controlling Note
Holder (or its Non-Controlling Note Holder Representative); provided that after the expiration of a period of ten (10)
Business Days from the delivery to such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) of written notice
of a proposed action, together with copies of the notice, information and report required to be provided to the Lead Securitization
Directing Holder, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
no longer be




    	 	-28-	 



     


    

obligated to consult with such Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative), whether or not such Non-Controlling Note Holder (or its
Non-Controlling Note Holder Representative) has responded within such ten (10) Business Day period (unless, the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) proposes a new course of action that is materially
different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew
from the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of each
Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately preceding
sentence, the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf) may make any Major
Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business
Day period if the Lead Securitization Note Holder (or Master Servicer or Special Servicer, as applicable) determines that immediate
action with respect thereto is necessary to protect the interests of the Note Holders. In no event shall the Lead Securitization
Note Holder (or Master Servicer or Special Servicer, acting on its behalf) be obligated at any time to follow or take any alternative
actions recommended by a Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative).


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


(d)       If
any Note is included as an asset of a REMIC, then, any provision of this Agreement to the contrary notwithstanding: (i) the
Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired
by or on behalf of the Note Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure
of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of
the pro rata share of each Note Holder therein shall at all times qualify as “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code and (iii) no Servicer may modify, waive or amend any provision of the Mortgage
Loan, consent to or withhold consent from any action of the Mortgage Loan Borrower, or exercise or refrain from exercising any
powers or rights which the Note Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant
modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States
Department of the Treasury, more than three (3) months after the startup day of the REMIC which includes the Notes (or any
portion thereof), or would otherwise violate any REMIC Provisions applicable to a REMIC that holds any Note (or any portion thereof).
Each Note Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC Provisions in the
Lead Securitization Servicing Agreement relating to the administration of the Mortgage Loan. All costs and expenses of compliance
with this Section 5(d), 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




    	 	-29-	 



     


    

REMIC tax or expense, shall be borne
by each Note Holder solely with respect to the REMIC trust that includes its own Note. Without limiting the generality of the foregoing,
one Note Holder (the “Uninvolved Note Holder”) shall not be required to reimburse any other Note Holder or any
other Person for payment of the following items related to any REMIC that does not or did not include the Uninvolved Note Holder’s
Note: (i) any taxes imposed on any such REMIC, (ii) any costs or expenses relating to the administration of any such
REMIC or to any determination respecting the amount, payment or avoidance of any tax under any such REMIC or (iii) any advances
for any of the foregoing or any interest thereon or for deficits in other items of disbursement or income resulting from the use
of funds for payment of any such taxes, costs or expenses or advances, nor shall any disbursement or payment otherwise distributable
to the Uninvolved Note Holder be reduced to offset or make-up any such payment or deficit.


Section 6.               
Rights of the Controlling Note Holder.


(a)               
The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”).
The Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace
the Controlling Note Holder Representative. When exercising its various rights under Section 5 and elsewhere in this
Agreement, the Controlling Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative.
The Controlling Note Holder Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate
of the Mortgage Loan Borrower), including, without limitation, the Controlling Note Holder, any officer or employee of the Controlling
Note Holder, any affiliate of the Controlling Note Holder or any other unrelated third party. No such Controlling Note Holder Representative
shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted
to be taken by the Controlling Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting
on behalf of the Controlling Note Holder. Any Servicer acting on behalf of the Lead Securitization Note Holder shall not be required
to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified such Servicer
or Trustee of such appointment and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note
Holder, the Controlling Note Holder Representative provides any Servicer or Trustee with written confirmation of its acceptance
of such appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of officers
or employees of such person with whom the parties to this Agreement may deal (including their names, titles, work addresses and
telecopy numbers). The Controlling Note Holder shall promptly deliver such information to any Servicer. None of the Servicers,
Operating Advisor and Trustee shall be required to recognize any person as a Controlling Note Holder Representative until they
receive such information from the Controlling Note Holder. The Controlling Note Holder agrees to inform each such Servicer or Trustee
of the then-current Controlling Note Holder Representative.


Neither the Controlling
Note Holder Representative nor the Controlling Note Holder will have any liability to any other Note Holder or any other Person
for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure to give any consent
pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment, absent any loss, liability or
expense incurred by reason of its willful




    	 	-30-	 



     


    

misfeasance, bad faith or gross negligence
or its breach of this Agreement. The Note Holders agree that the Controlling Note Holder Representative and the Controlling Note
Holder (whether acting in place of the Controlling Note Holder Representative when no Controlling Note Holder Representative shall
have been appointed hereunder or otherwise exercising any right, power or privilege granted to the Controlling Note Holder hereunder)
may take or refrain from taking actions, or give or refrain from giving consents, that favor the interests of one Note Holder over
any other Note Holder, and that the Controlling Note Holder Representative and the Controlling Note Holder may have special relationships
and interests that conflict with the interests of another Note Holder and, absent willful misfeasance, bad faith or gross negligence
or a breach of this Agreement on the part of the Controlling Note Holder Representative or the Controlling Note Holder, as the
case may be, agree to take no action against the Controlling Note Holder Representative, the Controlling Note Holder or any of
their respective officers, directors, employees, principals or agents as a result of such special relationships or interests, and
that neither the Controlling Note Holder Representative nor the Controlling Note Holder will be deemed to have been grossly negligent
or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of
its rights, or to have breached this Agreement by reason of its having acted or refrained from acting, or having given any consent
or having failed to give any consent, solely in the interests of any Note Holder.


Each Non-Controlling
Note Holder shall provide notice of its identity and contact information (including any change thereof) to the Trustee, Certificate
Administrator, the Master Servicer and the Special Servicer under the Lead Securitization; provided, that each Initial Note
Holder shall be deemed to have provided such notice on the date hereof. The Trustee, Certificate Administrator, the Master Servicer
and the Special Servicer under the Lead Securitization shall be entitled to conclusively rely on such identity and contact information
received by it and shall not be liable in respect of any deliveries hereunder sent in reliance thereon.


Each Non-Controlling
Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations
with respect to the Mortgage Loan (with respect to such Note Holder, the “Non-Controlling Note Holder Representative”).
All of the provisions relating to the Controlling Note Holder and the Controlling Note Holder Representative set forth in the first
paragraph of this Section 6(a) (except those contained in the last sentence thereof) and the second paragraph
of this Section 6(a) shall apply to each Non-Controlling Note Holder and its Non-Controlling Note Holder Representative
mutatis mutandis. The Non-Controlling Note Holder Representative, as of the date of this Agreement and until the Lead
Securitization Note Holder (and the Master Servicer and the Special Servicer) is notified otherwise, shall be with respect to each
Non-Controlling Note, the related Initial Note Holder, provided that at any time a Non-Controlling Note is included
in a Securitization, references to the “Non-Controlling Note Holder” herein shall mean the related “Directing
Certificateholder”, “Directing Holder” or “Controlling Class Representative” (or analogous term)
under the applicable Non-Lead Securitization Servicing Agreement or any other party assigned the rights to exercise the rights
of the related “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Non-Lead
Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer
and the Special Servicer) has been given written notice.




    	 	-31-	 



     


    

For so long as the
Controlling Note is included in the Lead Securitization, the “Directing Certificateholder” under the Lead Securitization
Servicing Agreement (or any other party designated under the Lead Securitization Servicing Agreement to exercise the rights of
the Controlling Note Holder hereunder) shall be the Controlling Note Holder Representative.


(b)              
The Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Controlling Note hereunder
and the rights and powers granted to the Lead Securitization Directing Holder under the Lead Securitization Servicing Agreement
with respect to the Mortgage Loan (assuming that no Control Termination Event or Consultation Termination Event, as applicable,
has occurred and is continuing (or that periods defined by analogous terms during which control and/or consultation are permitted,
such as “Subordinate Control Period”, are in effect) under, and as defined in, the Lead Securitization Servicing Agreement.


No objection, direction,
consent or advice in connection with the exercise of such rights and powers may require or cause the Master Servicer or the Special
Servicer, as applicable, to violate any provision of the Mortgage Loan Documents, applicable law, the Lead Securitization Servicing
Agreement, this Agreement, the REMIC Provisions of the Code or the Master Servicer or Special Servicer’s obligation to act
in accordance with the Servicing Standard.


Section 7.               
Appointment of Special Servicer. The Controlling
Note Holder (or its Controlling Note Holder Representative) shall have the right (subject to the terms, conditions and limitations
in the Lead Securitization Servicing Agreement) at any time and from time to time, with or without cause, to replace the Special
Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu thereof. Any designation
by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as Special Servicer shall be
made by delivering to each other Note Holder, the Master Servicer, the Special Servicer and each other party to the Lead Securitization
Servicing Agreement a written notice stating such designation and satisfying the other conditions to such replacement as set forth
in the Lead Securitization Servicing Agreement and this Agreement (including, without limitation, a Rating Agency Communication
or a Rating Agency Confirmation, but only if required by the terms of the Lead Securitization Servicing Agreement) and delivering
to each Non-Controlling Note Holder a Rating Agency Confirmation with respect to any related rated securities issued and outstanding
under the related Securitization, if applicable. The Controlling Note Holder shall be solely responsible for any expenses incurred
in connection with any such replacement without cause. The Controlling Note Holder shall notify the 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 7. If the Controlling Note Holder has not appointed a Special Servicer with respect to the Mortgage
Loan as of the consummation of the securitization under the Lead Securitization Servicing Agreement, then the initial Special Servicer
designated in the Lead Securitization Servicing Agreement shall serve as the initial Special Servicer but this shall not limit
the right of the Controlling Note Holder (or its Controlling Note Holder Representative) to designate a replacement Special Servicer
for the Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of the Special Servicer has occurred that affects
any Non-Controlling Note Holder, such Non-Controlling Note Holder shall have the right to direct the Trustee (or at any
time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling Note Holder) to terminate the Special
Servicer




    	 	-32-	 



     


    

under the Lead Securitization Servicing
Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement,
the successor servicing agreement pursuant to which the Mortgage Loan is being serviced) solely with respect to the Mortgage Loan
pursuant to and in accordance with the terms of the Lead Securitization Servicing Agreement (or at any time that the Mortgage Loan
is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the successor servicing agreement pursuant
to which the Mortgage Loan is being serviced). Each Note Holder acknowledges and agrees that any successor special servicer appointed
to replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at a Non-Controlling Note Holder’s
direction cannot at any time be the person (or an Affiliate thereof) that was so terminated without the prior written consent of
such Non-Controlling Note Holder. Each Non-Controlling Note Holder shall be solely responsible for reimbursing the Trustee’s
or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable time by the terminated
special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in
the Collection Account or Companion Distribution Account.


Section 8.               
Payment Procedure.


(a)               
The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set
forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause
to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account, as
applicable, pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder
(or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one (1) Business
Day of receipt of properly identified funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf)
from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m.
(Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such
payments into the applicable account within one (1) Business Day of receipt of such payments but, in any event, the Master
Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such
payments).


(b)              
If the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) determines, or a court of competent
jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency,
bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder
or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, (i) the Lead Securitization
Note Holder (or the Master Servicer acting on its behalf) shall not be required to distribute any portion thereof to any Non-Lead
Securitization Note Holder, and (ii) each Non-Lead Securitization Note Holder or the Master Servicer acting on its behalf
shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder (or the Master Servicer
acting on its behalf) any portion thereof that the Lead Securitization Note Holder (or the Master Servicer acting on its behalf)
shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate,
if any, as the Lead Securitization Note Holder (or the Master




    	 	-33-	 



     


    

Servicer acting on its behalf) shall
have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto.


(c)               
If, for any reason, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) makes any payment
to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Master Servicer acting on its
behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation
to do so), and the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) does not receive the corresponding
payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization
Note Holder shall, at the Lead Securitization Note Holder’s (or the Master Servicer acting on its behalf) request, promptly
return that payment to the Lead Securitization Note Holder (or the Master Servicer acting on its behalf).


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


Section 9.               
Limitation on Liability of the Note Holders. No Note
Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered
due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that,
notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards
(including the Servicing Standard) set forth in the related Securitization Servicing Agreement.


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


Section 10.           
Bankruptcy. Subject to Section 5(c),
each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder (or the Servicer on its behalf) has
the right to institute, file, commence, acquiesce, petition under Bankruptcy Code




    	 	-34-	 



     


    

Section 303 or otherwise or join any
Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or
against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up
or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization
Note Holder, and not any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action
or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan
Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization
Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest,
and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to any Non-Lead
Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in
any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or
reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to
file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree
that, upon the request of the Lead Securitization Note Holder, each Non-Lead Securitization Note Holder shall execute, acknowledge
and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization
Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken
by any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard
and the terms of this Agreement.


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



    	 	-35-	 



     


    

Section 12.           
No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken
pursuant hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association,
joint venture or other entity. No Note Holder shall have any obligation whatsoever to offer to any other Note Holder the opportunity
to purchase a participation interest in any future loans originated by such Note Holder or its Affiliates and if such Note Holder
chooses to offer to any other Note Holder the opportunity to purchase a participation interest in any future mortgage loans originated
by such Note Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Note Holder chooses,
in its sole and absolute discretion. No Note Holder shall have any obligation whatsoever to purchase from any other Note Holder
a participation interest in any future loans originated by such Note Holder or its Affiliates.


Section 13.           
Other Business Activities of the Note Holders. Each
Note Holder acknowledges that each other Note Holder or its Affiliates may make loans or otherwise extend credit to, and generally
engage in any kind of business with, the Mortgage Loan Borrower or any Affiliate thereof, any entity that is a holder of debt secured
by direct or indirect ownership interests in the Mortgage Loan Borrower or any Affiliate thereof or any entity that is a holder
of a preferred equity interest in the Mortgage Loan Borrower or any Affiliate thereof (each, a “Mortgage Loan Borrower
Related Party”), and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower Related Parties
and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions
contemplated hereby were not in effect.


Section 14.           
Sale of the Notes.


(a)               
Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or
otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”)
except to a Qualified Institutional Lender in accordance with the terms of this Agreement; provided, however, that
with respect to any transfer of the Controlling Note into a securitization (for the avoidance of doubt, for the purposes of this
section “securitization” does not include any CDO) in reliance on clause (b), clause (c)(iii)(1)
or clause (c)(iii)(2) of the definition of Qualified Institutional Lender, the special servicer and related servicing
arrangements shall satisfy the requirements of clause (c)(iii)(2) of such definition regardless which of such three
clauses is relied upon for such transfer. Promptly after any such Transfer, any non-transferring Note Holders shall be provided
with (x) a representation from each transferee or the transferring Note Holder certifying that such transferee is a Qualified
Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence or a Transfer by a
Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition
thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 15 (unless the transferee
is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement).
If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional
Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring
Note Holder’s Note is held in a Securitization Trust, as and to the extent required by the applicable Securitization Servicing
Agreement, deliver a Rating Agency Communication (if a Rating Agency Confirmation is not required thereunder) to, or obtain a Rating
Agency Confirmation




    	 	-36-	 



     


    

from, each of the applicable engaged
Rating Agencies for such Securitization Trust. Notwithstanding the foregoing, without each non-transferring Note Holder’s
prior consent (which will not be unreasonably withheld), and, if any non-transferring Note Holder’s Note is held in a
Securitization Trust, without a Rating Agency Confirmation from, or Rating Agency Communication to, as applicable, each engaged
Rating Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest
in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely
null and void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it shall pay the expenses
of any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any
Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation
or Rating Agency Communication in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have
the right, without the need to obtain the consent of any other Note Holder or of any other Person or having to provide any Rating
Agency Confirmation or Rating Agency Communication, to Transfer 49% or less (in the aggregate) of its beneficial interest in a
Note, other than to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 14(a)
shall apply in the case of (1) a sale of the Lead Securitization Note together with all of the Non-Lead Securitization
Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the
Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan
or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership,
100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies
or limited partnerships, by the Lead Securitization Trust.


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


(c)               
Notwithstanding any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity
(other than the Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit or repurchase facility to such Note
Holder and that is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated
at least “A” (or the equivalent) or better by each applicable Rating Agency (or, if not rated by an applicable Rating
Agency, an equivalent (or higher) rating from any two of Fitch, Moody’s and S&P) (a “Note Pledgee”),
on terms and conditions set forth in this Section 14(c), it being further agreed that a financing provided by a Note
Pledgee to a Note Holder or any person which Controls such Note that is secured by its Note and is structured as a repurchase arrangement,
shall qualify as a “Pledge” hereunder, provided that a Note Pledgee which is not a Qualified Institutional
Lender may not take title to the pledged Note without a Rating Agency Confirmation. Upon written notice by the applicable Note
Holder to each other Note Holder and




    	 	-37-	 



     


    

any Servicer that a Pledge has been
effected (including the name and address of the applicable Note Pledgee), each other Note Holder agrees to acknowledge receipt
of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default by the pledging Note Holder in
respect of its obligations under this Agreement of which default such Note Holder has actual knowledge; (ii) to allow such
Note Pledgee a period of ten (10) days to cure a default by the pledging Note Holder in respect of its obligations to each other
Note Holder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification,
waiver or termination of this Agreement shall be effective against such Note Pledgee without the written consent of such Note Pledgee,
which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Note Holder shall give to such
Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving of same to the pledging Note Holder
and accept any cure thereof by such Note Pledgee which such pledging Note Holder has the right (but not the obligation) to effect
hereunder, as if such cure were made by such pledging Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee
such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in
a form reasonably satisfactory to such other Note Holder; and (vi) that, upon written notice (a “Redirection Notice”)
to each other Note Holder and any Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable
cure periods, under the pledging Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement
between the pledging Note Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder),
and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any
payments that any Note Holder or Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant
to this Agreement or the Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely
releases each other Note Holder and any Servicer from any liability to the pledging Note Holder on account of such other Note Holder’s
or Servicer’s compliance with any Redirection Notice believed by any Servicer or such other Note Holder to have been delivered
by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Note Holder to
such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and
this Agreement. In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and any transferee other than
the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or similar
sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the
pledging Note Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional
Lender shall assume in writing the obligations of the pledging Note Holder hereunder accruing from and after such Transfer (i.e.,
realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The
rights of a Note Pledgee under this Section 14(c) shall remain effective as to any Note Holder (and any Servicer) unless
and until such Note Pledgee shall have notified any such Note Holder (and any Servicer, as applicable) in writing that its interest
in the pledged Note has terminated.


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




    	 	-38-	 



     


    

notwithstanding that such Conduit is
not a Qualified Institutional Lender, if the following conditions are satisfied:


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


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


(iii)               
such Note Holder pledges (or sells, transfers or assigns as part of a repurchase facility) its interest in its Note to the
Conduit as collateral for the Conduit Inventory Loan;


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


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


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


In connection with
any Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment
and assumption agreement (unless the transferee is a Securitization Trust and the related pooling and servicing agreement
requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the obligations of the applicable
Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including
the applicable restriction on Transfers set forth in Section 14, from and after the date of such assignment. No transfer
of a Note may be made unless it is registered on the Note Register, and




    	 	-39-	 



     


    

the Agent shall not recognize any attempted
or purported transfer of any Note in violation of the provisions of Section 14 and this Section 15. Any
such purported transfer shall be absolutely null and void and shall vest no rights in the purported transferee. Each Note Holder
desiring to effect such transfer shall, and does hereby agree to, indemnify the Agent and each other Note Holder against any liability
that may result if the transfer is not made in accordance with the provisions of this Agreement.


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


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


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


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


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


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



    	 	-40-	 



     


    

Section 18.           
Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing
signed by each Note Holder. Additionally, for as long as any Note is contained in a Securitization Trust, the Note Holders shall
not amend or modify this Agreement without first obtaining a Rating Agency Confirmation from each Rating Agency then rating securities
of any Securitization; provided that no such Rating Agency Confirmation shall be required in connection with a modification
(i) to cure any ambiguity, to correct or supplement any provisions herein that may be defective or inconsistent with any
other provisions herein or with the Lead Securitization Servicing Agreement, or (ii) with respect to matters or questions
arising under this Agreement, to make provisions of this Agreement consistent with other provisions of this Agreement (including,
without limitation, in connection with the creation of New Notes pursuant to Section 33).


Section 19.           
Statement of Intent. It is neither the purpose nor
the intent of this Agreement to create a partnership, joint venture, “taxable mortgage pool” or association taxable
as a corporation among the parties.


Section 20.           
Successors and Assigns; Third Party Beneficiaries.
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
Except as provided herein, including without limitation, with respect to the Trustee, Certificate Administrator, Master Servicer
and Special Servicer and any Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee, none of the provisions
of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 14
and Section 15, each Note Holder may assign or delegate its rights or obligations under this Agreement. Upon any such
assignment, the assignee shall be entitled to all rights and benefits of the applicable Note Holder hereunder. For the avoidance
of doubt, the representations in Section 11 shall not be binding upon any Securitization Trust.


Section 21.           
Counterparts. This Agreement may be executed in any
number of counterparts and all of such counterparts shall together constitute one and the same instrument. Delivery of an executed
counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be effective
as delivery of a manually executed original counterpart of this Agreement.


Section 22.           
Captions. The titles and headings of the paragraphs
of this Agreement have been inserted for convenience of reference only and are not intended to summarize or otherwise describe
the subject matter of the paragraphs and shall not be given any consideration in the construction of this Agreement.


Section 23.           
Severability. Wherever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under applicable laws, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.


Section 24.           
Entire Agreement. This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter contained in this




    	 	-41-	 



     


    

Agreement and supersedes all prior agreements,
understandings and negotiations between the parties.


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


(b)       Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall and hereby agrees to indemnify
the Lead Securitization Note Holder against and hold the Lead Securitization Note Holder harmless from and against any Taxes, interest,
penalties and attorneys’ fees and disbursements arising or resulting from any failure of the Lead Securitization Note Holder
to withhold Taxes from payment made to such Note Holder in reliance upon any representation, certificate, statement, document or
instrument made or provided by such Note Holder to the Lead Securitization Note Holder in connection with the obligation of the
Lead Securitization Note Holder to withhold Taxes from payments made to such Note Holder, it being expressly understood and agreed
that (i) the Lead Securitization Note Holder shall be absolutely and unconditionally entitled to accept any such representation,
certificate, statement, document or instrument as being true and correct in all respects and to fully rely thereon without any
obligation or responsibility to investigate or to make any inquiries with respect to the accuracy, veracity, correctness or validity
of the same and (ii) such Note Holder, upon request of the Lead Securitization Note Holder and at its sole cost and expense,
shall defend any claim or action relating to the foregoing indemnification using counsel selected by the Lead Securitization Note
Holder.


(c)       Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) represents (for the benefit of the
Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage
Loan Borrower is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise
pursuant to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary during the
term of this Agreement, each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall
deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization Note
Holder substantiating that such Note Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not
obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement.
Without limiting the effect of the foregoing, (i) if a Note Holder is created or organized under the laws of the United States,
any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to




    	 	-42-	 



     


    

the Lead Securitization Note Holder
an Internal Revenue Service Form W-9 and (ii) if a Note Holder is not created or organized under the laws of the
United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan
Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, such
Note Holder shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal
Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments), Form W-8BEN or Form W-8BEN-E,
or successor forms, as may be required from time to time, duly executed by such Note Holder, as evidence of such Note Holder’s
exemption from the withholding of United States tax with respect thereto. The Lead Securitization Note Holder shall not be obligated
to make any payment hereunder with respect to any Non-Lead Securitization Note or otherwise until the holder of such Note shall
have furnished to the Lead Securitization Note Holder requested forms, certificates, statements or documents.


Section 26.           
Custody of Mortgage Loan Documents. Prior to the
Lead Securitization Date originals of all of the Mortgage Loan Documents (other than the Notes) will be held by the Initial Agent
or a duly appointed custodian of the Initial Agent on behalf of the registered holders of the Notes. Each Note will be held by
its respective Note Holder or a duly appointed custodian of such Note Holder. If the Lead Securitization is not also the Note A-1
Securitization, then on and after the Lead Securitization Date the originals of all of the Mortgage Loan Documents (other than
Note A-1 and any other Notes not included in such Lead Securitization) shall be held in the name of the trustee (and held
by a duly appointed custodian therefor) under the Lead Securitization Servicing Agreement on behalf of the registered holders of
the Notes. On and after the closing date of the Note A-1 Securitization, the originals of all of the Mortgage Loan Documents
(other than Notes not included in the Note A-1 Securitization) shall be transferred to and held in the name of the trustee
(and held by a duly appointed custodian therefor) under the Lead Securitization Servicing Agreement, on behalf of the registered
holders of the Notes.


Section 27.           
Cooperation in Securitization.


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




    	 	-43-	 



     


    

Non-Securitizing Note Holder or
(ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing
Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note
Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such
Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or
appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, cooperate with the
reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including,
without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations
and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions
(including customary securities law opinions) in connection with the Mortgage Loan and such Securitization), as well as in connection
with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with
respect to any information relating to such Non-Securitizing Note Holder and its Note in any Securitization document. Each
Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing
Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each
Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each
Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder
by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with
such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization.


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


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


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



    	 	-44-	 



     


    




Section 30.           
Certain Matters Affecting the Agent.


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


(b)              
The Agent may consult with counsel and any opinion of counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such opinion of counsel;


(c)               
The Agent shall be under no obligation to institute, conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any Note Holder pursuant to the provisions of this Agreement, unless it has received indemnity
reasonably satisfactory to it;


(d)              
The Agent or any of its directors, officers, employees, Affiliates, agents or “control” persons within the meaning
of the Act, shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed
by the Agent to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


(e)               
The Agent shall not be bound to make any investigation into the facts or matters stated in any officer’s certificate
or assignment and assumption agreement delivered to the Agent pursuant to Section 15;


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


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


Section 31.           
Reserved.


Section 32.           
Resignation or Termination of Agent. The Agent may
resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Note
Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the
Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. BANA, as Initial Agent,
may transfer its rights and obligations to a Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any
time without the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with
the closing of the Lead Securitization, the Master Servicer shall be deemed to have been automatically appointed as the successor
Agent under this Agreement in place of BANA without any further notice or other action. The termination or resignation of such
Master Servicer, as Master Servicer under the Lead Securitization Servicing Agreement, shall be deemed a termination or resignation
of such Master Servicer as Agent under this Agreement, and any successor master servicer shall be deemed to have been automatically
appointed as the successor Agent under this Agreement in place thereof without any further notice or other action.



    	 	-45-	 



     


    

Section 33.           
Resizing. Notwithstanding any other provision of this Agreement, for so long as a Note Holder, or an affiliate of
a Note Holder (each a “Resizing Holder”) is the owner of any Non-Lead Securitization Note (each an “Owned
Note”), and such Owned Note is not in a Securitization such Resizing Holder shall have the right, subject to the terms
of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes
(in each case, as applicable, “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 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 Resizing Holder holding the New Notes shall notify the Lead Securitization Note Holder,
the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing (which may be by email) of
such modified allocations and principal amounts and (v) the execution of such amendments and New Notes does not violate the
Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Holder holding the New Notes (and any subsequent
holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified.
Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed
in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder
of each other Note. In connection with the foregoing (provided the conditions set forth in clauses (i) through
(v) above are satisfied, and, with respect to clauses (i) through (iv), as certified by the Resizing Holder, on
which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments
to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose
of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for the purpose
of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising
the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder”
or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this
Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling
Note to be a Non-Controlling Note hereunder.


[SIGNATURE PAGE FOLLOWS]


 




    	 	-46-	 



     


    

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


 


	 	KEYBANK NATIONAL ASSOCIATION, 

as Initial Note A-1 Holder
	 	 	 
	 	By:  	/s/ Kathy Messmer
	 	 	Name: Kathy Messmer
	 	 	Title: Vice President
	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION, 

as Initial Note A-2 Holder
	 	 	 
	 	By:	/s/ Kathy Messmer
	 	 	Name: Kathy Messmer
	 	 	Title: Vice President
	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION, 

as Initial Note A-3 Holder
	 	 	 
	 	By:	/s/ Kathy Messmer
	 	 	Name: Kathy Messmer
	 	 	Title: Vice President


 


 


The Parklawn Building Agreement Between Note
Holders


 


 




    	 	 	 



     


    

 


 


	 	BANK OF AMERICA, N.A., 

as Initial Note A-4 Holder
	 	 	 
	 	By:  	/s/ Steven Wasser
	 	 	Name: Steven Wasser
	 	 	Title: Managing Director
	 	 	 
	 	BANK OF AMERICA, N.A., 

as Initial Note A-5 Holder
	 	 	 
	 	By:	/s/ Steven Wasser
	 	 	Name: Steven Wasser
	 	 	Title: Managing Director


 


 


The Parklawn Building Agreement Between Note
Holders


 


 




    	 	 	 



     


    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


Description of Mortgage Loan


	Mortgage Loan Borrower(s):	5600 FISHERS LANE, LLC, a Delaware limited liability company
	Date of Mortgage Loan:	October 24, 2019
	Date of the Notes:	October 24, 2019
	Aggregate Original Principal Amount of Mortgage Loan:	$261,600,000.00
	Original Principal Amount of each Note:	As set forth in table below.
	Location of Mortgaged Property:	As set forth in table below.
	Maturity Date:	November 1, 2029


 


Original Principal Amounts of each Note


	
        Note
	
        Original
        Principal Amount
	
        Applicable
        Lender

	“Note A-1”	$70,000,000.00	KeyBank
	“Note A-2”	$50,000,000.00	KeyBank
	“Note A-3”	$10,800,000.00	KeyBank
	“Note A-4”	$65,400,000.00	BANA
	“Note A-5”	$65,400,000.00	BANA


 




    	 	A-1	 



     


    

Location of Mortgaged Property


	Borrower	Organizational Identification Number:	Property Address
	
         

        5600 FISHERS LANE, LLC
	
         

        7554297
	
         

        5600 Fishers Lane

        Rockville, MD 20852

         



 




    	 	A-2	 



     


    

EXHIBIT B


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



Prior to Securitization of such Note:


KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Joe DeRoy

Facsimile No.: (877) 379-1625


with a copy to:



Polsinelli PC

900 W. 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Casandra Carpenter

Facsimile No.: (816) 572-5032


Following the closing date of the
Note A-1 Securitization, Note A-2 Securitization or Note A-3 Securitization, as applicable, the applicable
notice addresses set forth in the Securitization Servicing Agreement governing such Securitization.


		2.	Initial Note A-4 Holder and Initial Note A-5 Holder:



Prior to Securitization of such Note:


Bank of America, N.A.

214 North Tryon St., 15th Floor

NC1-027-15-01

Charlotte, North Carolina 28255

Attention: Steven Wasser

Facsimile No.: (704) 602-3726


		and	



Bank of America Corporation

NC1-027-18-05

214 North Tryon Street, 18th Floor

Charlotte, North Carolina 28255

Attention: W. Todd Stillerman, Esq.

Facsimile No.: (404) 736-2127




    	 	B-1	 



     


    

Following the Note A-4 Securitization
or Note A-5 Securitization, as applicable, the applicable notice addresses set forth in the Securitization Servicing Agreement
governing such Securitization.


 




    	 	B-2	 



     


    

EXHIBIT C

PERMITTED FUND MANAGERS


		1.	Alliance Bernstein



		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.	Capital Trust, Inc.



		9.	Clarion Partners



		10.	Colony Capital, LLC / Colony Financial, Inc.



		11.	CreXus Investment Corporation/Annaly Capital Management



		12.	DLJ Real Estate Capital Partners



		13.	Dune Real Estate Partners



		14.	Eightfold Real Estate Capital, L.P.



		15.	Five Mile Capital Partners



		16.	Fortress Investment Group, LLC



		17.	Garrison Investment Group



		18.	Goldman, Sachs & Co.



		19.	H/2 Capital Partners LLC



		20.	Hudson Advisors



		21.	Investcorp International



		22.	iStar Financial Inc.



		23.	J.P. Morgan Investment Management Inc.



		24.	JER Partners



		25.	KKR Real Estate Manager Finance LLC



		26.	Lend-Lease Real Estate Investments



		27.	Libermax Capital LLC



		28.	LoanCore Capital



		29.	Lone Star Funds



		30.	Lowe Enterprises



		31.	Normandy Real Estate Partners



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



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



		34.	Praedium Group



		35.	Raith Capital Partners, LLC



		36.	Rialto Capital Management, LLC



		37.	Rialto Capital Advisors LLC



		38.	Rimrock Capital Management LLC



		39.	Rockpoint Group



		40.	Rockwood



		41.	RREEF Funds



		42.	Square Mile Capital Management



		43.	Starwood Capital Group/Starwood Financial Trust



		44.	The Blackstone Group



		45.	The Carlyle Group



		46.	Torchlight Investors



		47.	Walton Street Capital, L.L.C.



		48.	Westbrook Partners



		49.	WestRiver Capital



		50.	Wheelock Street Capital



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





 


 






    	 	C-1