Exhibit 4.15


 





EXECUTION VERSION


 







 





AGREEMENT BETWEEN NOTEHOLDERS


 


Dated as of March 13, 2019



by and between


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION



(Initial Note A-1-1 Holder, Initial Note A-1-2 Holder, Initial Note A-1-3 Holder, Initial Note A-1-4 Holder, Initial Note A-1-5
Holder, Initial Note A-1-6 Holder, Initial Note A-1-7 Holder, Initial Note A-1-8 Holder)


 


and


 


DEUTSCHE BANK AG, ACTING THROUGH ITS NEW
YORK BRANCH



(Note A-2-1 Holder, Note A-2-2 Holder, Note A-2-3 Holder, Note A-2-4 Holder, Note A-2-5 Holder)


 


and


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION



(Initial Note B-1 Holder)


 


and


 


DEUTSCHE BANK AG, ACTING THROUGH ITS NEW
YORK BRANCH



(Note B-2 Holder)


 


3 Columbus Circle


 




    


    


    

 


THIS AGREEMENT BETWEEN
NOTEHOLDERS (“Agreement”), dated as of March 13, 2019 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
a national banking association, having an address of 383 Madison Avenue, New York, New York 10179 (together with its successors
and assigns in interest, in its capacity as initial owner of the Note A-1-1, the “Initial Note A-1-1 Holder”,
in its capacity as initial owner of the Note A-1-2, the “Initial Note A-1-2 Holder”, in its capacity as initial
owner of the Note A-1-3, the “Initial Note A-1-3 Holder”, in its capacity as initial owner of the Note A-1-4,
the “Initial Note A-1-4 Holder”, in its capacity as initial owner of the Note A-1-5, the “Initial Note
A-1-5 Holder”, in its capacity as initial owner of the Note A-1-6, the “Initial Note A-1-6 Holder”,
in its capacity as initial owner of the Note A-1-7, the “Initial Note A-1-7 Holder”, and in its capacity as
initial owner of the Note A-1-8, the “Initial Note A-1-8 Holder”, and together with the Initial Note A-1-1 Holder,
Initial Note A-1-2 Holder, Initial Note A-1-3 Holder, Initial Note A-1-4 Holder, Initial Note A-1-5 Holder, Initial Note A-1-6
Holder and Initial Note A-1-7 Holder, the “Initial Note A-1 Holder”, and in its capacity as the initial agent,
the “Initial Agent”), DEUTSCHE BANK AG, ACTING THROUGH ITS NEW YORK BRANCH, a branch of Deutsche Bank AG, a
German Bank, authorized by the New York Department of Financial Services, having an office at 60 Wall Street, 10th Floor, New York,
New York 10005 (together with its successors and assigns in interest, in its capacity as owner of the Note A-2-1, the “Note
A-2-1 Holder”, in its capacity as owner of the Note A-2-2, the “Note A-2-2 Holder”, in its capacity
as owner of the Note A-2-3, the “Note A-2-3 Holder”, in its capacity as owner of the Note A-2-4, the “Note
A-2-4 Holder”, and in its capacity as owner of the Note A-2-5, the “Note A-2-5 Holder”, and together
with the Note A-2-1 Holder, Note A-2-2 Holder, Note A-2-3 Holder and Note A-2-4 Holder, the “Note A-2 Holder”),
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, having an address of 383 Madison Avenue, New York, New
York 10179 (together with its successors and assigns in interest, in its capacity as initial owner of the Note B-1, the “Initial
Note B-1 Holder”), and DEUTSCHE BANK AG, ACTING THROUGH ITS NEW YORK BRANCH, a branch of Deutsche Bank AG, a German Bank,
authorized by the New York Department of Financial Services, having an office at 60 Wall Street, 10th Floor, New York, New York
10005 (together with its successors and assigns in interest, in its capacity as owner of the Note B-2, the “Note B-2 Holder”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein) JPMorgan Chase Bank, National Association originated a certain loan described on
the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage
Loan”) to the mortgage loan borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”),
which is evidenced, inter alia, by (i) that certain Promissory Note A-1, dated as of March 12, 2019 made by the Mortgage
Loan Borrower in favor of the Initial Note A-1-1 Holder, in the original principal amount of $50,000,000 (as amended, modified
or supplemented, “Note A-1-1”), (ii) that certain Promissory Note A-1-2, dated as of March 12, 2019 made
by the Mortgage Loan Borrower in favor of the Initial Note A-1-2 Holder, in the original principal amount of $75,000,000 (as amended,
modified or supplemented, “Note A-1-2”), (iii) that certain Promissory Note A-1-3, dated as of March 12,
2019 made by the Mortgage Loan Borrower in favor of the Initial Note A-1-3 Holder, in the original principal amount of $75,000,000
(as


 






    


    


    

 


amended,
modified or supplemented, “Note A-1-3”), (iv) that certain Promissory Note A-1-4, dated as of March 12,
2019 made by the Mortgage Loan Borrower in favor of the Initial Note A-1-4 Holder, in the original principal amount of $40,000,000
(as amended, modified or supplemented, “Note A-1-4”), (v) that certain Promissory Note A-1-5, dated as
of March 12, 2019 made by the Mortgage Loan Borrower in favor of the Initial Note A-1-5 Holder, in the original principal amount
of $50,000,000 (as amended, modified or supplemented, “Note A-1-5”), (vi) that certain Promissory Note
A-1-6, dated as of March 12, 2019 made by the Mortgage Loan Borrower in favor of the Initial Note A-1-6 Holder, in the original
principal amount of $35,000,000 (as amended, modified or supplemented, “Note A-1-6”), (vii) that certain
Promissory Note A-1-7, dated as of March 12, 2019 made by the Mortgage Loan Borrower in favor of the Initial Note A-1-7 Holder,
in the original principal amount of $25,000,000 (as amended, modified or supplemented, “Note A-1-7”), (viii) that
certain Promissory Note A-1-8, dated as of March 12, 2019 made by the Mortgage Loan Borrower in favor of the Initial Note A-1-8
Holder, in the original principal amount of $17,500,000 (as amended, modified or supplemented, “Note A-1-8”,
and together with Note A-1-1, Note A-1-2, Note A-1-3, Note A-1-4, Note A-1-5, Note A-1-6 and Note A-1-7, “Note A-1”),
(ix) that certain Promissory Note A-2-1, dated as of March 12, 2019 made by the Mortgage Loan Borrower in favor of JPMorgan
Chase Bank, National Association, in the original principal amount of $25,000,000 (as amended, modified or supplemented, “Note
A-2-1”), (x) that certain Promissory Note A-2-2, dated as of March 12, 2019 made by the Mortgage Loan Borrower
in favor of JPMorgan Chase Bank, National Association, in the original principal amount of $25,000,000 (as amended, modified or
supplemented, “Note A-2-2”), (xi) that certain Promissory Note A-2-3, dated as of March 12, 2019 made
by the Mortgage Loan Borrower in favor of JPMorgan Chase Bank, National Association, in the original principal amount of $25,000,000
(as amended, modified or supplemented, “Note A-2-3”), (xii) that certain Promissory Note A-2-4, dated
as of March 12, 2019 made by the Mortgage Loan Borrower in favor of JPMorgan Chase Bank, National Association, in the original
principal amount of $25,000,000 (as amended, modified or supplemented, “Note A-2-4”), (xiii) that certain
Promissory Note A-2-5, dated as of March 12, 2019 made by the Mortgage Loan Borrower in favor of JPMorgan Chase Bank, National
Association, in the original principal amount of $22,500,000 (as amended, modified or supplemented, “Note A-2-5”,
and together with Note A-2-1, Note A-2-2, Note A-2-3 and Note A-2-4, “Note A-2”), (xiv) that certain Promissory
Note B-1, dated as of March 12, 2019 made by the Mortgage Loan Borrower in favor of the Initial Note B-1 Holder, in the original
principal amount of $51,450,000 (as amended, modified or supplemented, “Note B-1”), and (xv) that certain
Promissory Note B-2, dated as of March 12, 2019 made by the Mortgage Loan Borrower in favor of JPMorgan Chase Bank, National Association,
in the original principal amount of $53,550,000 (as amended, modified or supplemented, “Note B-2” and together
with the Note B-1, collectively, the “B Notes”), and secured by that certain Consolidated, Amended and Restated
Mortgage, Assignment of Leases and Rents, Security Agreement, Fixture Filing and Spreader Agreement (as amended, modified or supplemented,
the “Mortgage”) on one or more parcels of, or estates in, real property located as described on the Mortgage
Loan Schedule (the “Mortgaged Property”);


 


WHEREAS, contemporaneously
herewith, JPMorgan Chase Bank, National Association sold, transferred and assigned its right, title and interest in and to Note
A-2 and Note B-2 to the Note A-2 Holder and the Note B-2 Holder, respectively;


 






    2


    


    

 


WHEREAS, Deutsche Bank
intends to sell Note A-2-2, Note A-2-3 and Note A-2-5 (or portions thereof) to Cantor Commercial Real Estate Lending, L.P.; and


 


WHEREAS, JPM and Deutsche
Bank desire to enter into this Agreement to memorialize the terms under which the Initial Note A-1 Holder, the Note A-2 Holder,
the Initial Note B-1 Holder and the Note B-2 Holder are holding each of their respective Notes in the Mortgage Loan.


 


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


 


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


 


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


 


“Additional
Servicing Expenses” shall mean (a) all Servicing Advances, fees and/or expenses incurred by and reimbursable to any Servicer,
Trustee or the fiscal agent pursuant to the Servicing Agreement, and (b) all interest accrued on Advances made by (x) any Servicer,
Trustee or the fiscal agent in accordance with the terms of the Servicing Agreement or (y) any Non-Lead Servicer, Non-Lead Trustee
or the fiscal agent in accordance with the terms of the Non-Lead Servicing Agreement; provided that the aggregate special
servicing administration fee (which fee is payable solely during the period that the Mortgage Loan is a Specially Serviced Mortgage
Loan) shall not exceed an amount equal to 0.25% per annum of the outstanding principal balance of the Mortgage Loan, the special
servicing liquidation fee (or equivalent) shall not exceed 1.0% of the collections made with respect to the Mortgage Loan or any
sums received from proceeds from the disposition of the Mortgaged Property or the Mortgage Loan, as the case may be, and the special
servicing workout fee (or equivalent) shall not exceed 1.0% of the collections made with respect to the Mortgage Loan while the
Mortgage Loan is a performing or “corrected” loan (or such other analogous term pursuant to the Servicing Agreement).


 


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


 


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


 


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


 






    3


    


    

 


which
such Person or a Common Control Party owns, directly or indirectly, ten percent (10%) or more of the beneficial interests.


 


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


 


“Agent Office”
shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement is located at
383 Madison Avenue, New York, New York 10179, Attention: Thomas N. Cassino, and which is the address to which notices to and correspondence
with the Agent should be directed. The Agent may change the address of its designated office by notice to the Noteholders.


 


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


 


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


 


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


 


“Asset Representations
Reviewer” shall mean the asset representations reviewer appointed pursuant to the Lead Securitization.


 


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


 


“B Note”
shall mean, each of the Note B-1 and Note B-2.


 


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


 


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


 


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


 


“CCRE” shall
mean Cantor Commercial Real Estate Lending, L.P.


 


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


 






    4


    


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an
entity, whether through the ability to exercise voting power, by contract or otherwise.


 


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


 


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


 


(b)        
25% of the remainder of the (i) initial Note B Principal Balance less (ii) any payments of principal (whether as principal
prepayments or otherwise) allocated to, and received by, the Note B Holder on the B Note after the date of creation of the B Note.


 


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


 


“Controlling
Noteholder” shall mean as of any date of determination (i) the Note B-1 Holder, unless a Control Appraisal Period has
occurred and is continuing or (ii) if a Control Appraisal Period has occurred and is continuing, the Note A-1-1 Holder; provided
that at any


 






    5


    


    

 


time
Note A-1-1 is the Controlling Noteholder and is included in the Lead Securitization, references to the “Controlling Noteholder”
herein shall mean the holders of the majority of the class of securities issued in the Lead Securitization designated as the “controlling
class” (or such lesser amount as permitted under the terms of the Servicing Agreement) or such other class(es) otherwise
assigned the rights to exercise the rights of the “Controlling Noteholder” hereunder, as and to the extent provided
in the Servicing Agreement; provided, further, that, if the Noteholder of the Note B-1 would be the Controlling Noteholder pursuant
to the terms hereof, but any interest in such Note B-1 is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related
Party, or the Mortgage Loan Borrower or Mortgage Loan Borrower Related Party would otherwise be entitled to exercise the rights
of the Controlling Noteholder, a Control Appraisal Period shall be deemed to have occurred. As of the date of this Agreement,
the Controlling Noteholder is the Noteholder of Note B-1.


 


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


 


“Cure Period”
shall have the meaning assigned to such term in Section 11(a).


 


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


 


“Deutsche Bank”
shall mean Deutsche Bank AG, acting through its New York Branch.


 


“Defaulted Mortgage
Loan Purchase Price” shall mean the sum, without duplication, of (a) the Principal Balance of each of Note A-1 and
each of Note A-2, (b) accrued and unpaid interest thereon at the Senior Note Rate, from the date as to which interest was
last paid in full by Mortgage Loan Borrower up to and including the end of the interest accrual period relating to the Monthly
Payment Date next following the date the purchase occurred, (c) any other amounts due under the Mortgage Loan, other than Prepayment
Premiums, default interest, late fees, exit fees and any other similar fees, provided that if the Mortgage Loan Borrower
or a Mortgage Loan Borrower Related Party is the purchaser, the Defaulted Mortgage Loan Purchase Price shall include Prepayment
Premiums, default interest, late fees, exit fees and any other similar fees, (d) without duplication of amounts under clause
(c), any unreimbursed property protection or servicing Advances and any expenses incurred in enforcing the Mortgage Loan Documents
(including, without limitation, servicing Advances payable or reimbursable to any Servicer, and earned and unreimbursed special
servicing fees), (e) without duplication of amounts under clause (c), any accrued and unpaid Advance Interest Amount, (f)
any amounts payable in respect of the Mortgage Loan to the Asset Representations Reviewer, (g) (i) if the Mortgage Loan Borrower
or a Mortgage Loan Borrower Related Party is the purchaser or (ii) if the Mortgage Loan is purchased after ninety (90) days after
the first such option becomes exercisable pursuant to Section 12 of this Agreement, any liquidation or workout fees
payable under the Servicing Agreement with respect to the Mortgage Loan and (h) any Recovered Costs not reimbursed previously to
any of Note A-1 or any of Note A-2 pursuant to this Agreement. Notwithstanding the foregoing, if the Note B Holder is purchasing
from the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, the Defaulted Mortgage Loan Purchase Price shall not
include the amounts described under clauses (d) through (h) of this definition. If the Mortgage Loan is converted into a REO Property,
for purposes of determining the Defaulted


 






    6


    


    

 


Mortgage
Loan Purchase Price, interest will be deemed to continue to accrue on each of Note A-1 and each of Note A-2 at the Senior Note
Rate, as if the Mortgage Loan were not so converted. In no event shall the Defaulted Mortgage Loan Purchase Price include amounts
due or payable to the Note B Holder under this Agreement.


 


“Defaulted Note
Purchase Date” shall have the meaning assigned to such term in Section 12.


 


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


 


“Depositor”
shall mean Deutsche Mortgage & Asset Receiving Corporation.


 


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


 


“Final Recovery
Determination” shall have the meaning assigned to such term in the Servicing Agreement.


 


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


 


“Grace Period”
shall have the meaning assigned to such term in Section 11(a).


 


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


 


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


 


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


 


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


 


“Initial Note
Balance” shall mean, with respect to each Note, the principal balance of such Note set forth on the Mortgage Loan Schedule.


 






    7


    


    

 


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


 


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


 


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


 


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


 


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


 


“JPM”
shall mean JPMorgan Chase Bank, National Association.


 


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


 


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


 


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


 


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


 


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


 


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


 






    8


    


    

 


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


 


“Major Decisions”
shall have the meaning given to such term or any one or more analogous terms in the Servicing Agreement; provided that at any time
that Note A-1-1 is not included in the Lead Securitization, “Major Decision” shall mean:


 


(i)          
any workout or other change to any Mortgage Loan that would result in any modification of, or waiver with respect to, the
Mortgage Loan that would result in the extension of the maturity date or extended maturity date thereof, a reduction in the interest
rate borne thereby or the monthly debt service payment or a deferral or a forgiveness of interest on or principal of the Mortgage
Loan or a modification or waiver of any other monetary term of the Mortgage Loan relating to the amount or timing of any payment
of principal, interest, Prepayment Premiums or any other sums (including reserve requirements) due and payable under the Mortgage
Loan Documents or a modification or waiver of any material non-monetary provision of the Mortgage Loan, including but not limited
to provisions which restrict the Mortgage Loan Borrower or its equity owners from incurring additional indebtedness or transferring
interests in the Mortgaged Property or the Mortgage Loan Borrower;


 


(ii)         
any modification of, or waiver with respect to, the Mortgage Loan that would result in a discounted pay-off of Note B;


 


(iii)       
any foreclosure upon or comparable conversion (which may include acquisition of a REO Property) of the ownership of the
Mortgaged Property or any acquisition of the Mortgaged Property by deed-in-lieu of foreclosure or any other exercise of remedies
following an Event of Default;


 


(iv)        
any material direct or indirect sale of all or any material portion of the Mortgaged Property or REO Property;


 


(v)         
any determination to bring the REO property into compliance with applicable environmental laws or to otherwise address hazardous
material located at the REO Property;


 


(vi)        
any substitution, release or addition of collateral for the Mortgage Loan other than those required pursuant to the specific
terms of the Mortgage Loan Documents and for which there is no lender discretion;


 


(vii)       
any release of the Mortgage Loan Borrower or guarantor from liability with respect to the Mortgage Loan including, without
limitation, by acceptance of an assumption of the Mortgage Loan by a successor Mortgage Loan Borrower or replacement guarantor
except as expressly permitted by the Mortgage Loan Documents;


 


(viii)      
any determination (1) not to enforce a “due-on-sale” or “due–on–encumbrance” clause
(unless such clause is not exercisable under applicable law


 






    9


    


    

 


or
such exercise is reasonably likely to result in successful legal action by the Mortgage Loan Borrower) or (2) accelerate a Mortgage
Loan (other than automatic accelerations pursuant to the Mortgage Loan Documents);


 


(ix)        
any transfer of the Mortgaged Property or any portion thereof, or any transfer of any direct or indirect ownership interest
in the Mortgage Loan Borrower, except in each case as expressly permitted by the Mortgage Loan Documents;


 


(x)         
any incurring of additional debt by the Mortgage Loan Borrower, including the terms of any document evidencing or securing
any such additional debt and of any intercreditor or subordination agreement executed in connection therewith and any waiver of
or amendment or modification to the terms of any such document or agreement or incurring of mezzanine financing by any beneficial
owner of the Mortgage Loan Borrower, including the terms of any document evidencing or securing any such mezzanine debt and of
any intercreditor or subordination agreement executed in connection therewith and any waiver of or amendment or modification to
the terms of any such document or agreement (to the extent Lender’s approval is required by the Mortgage Loan Documents);


 


(xi)        
the waiver or modification of any documentation relating to the Guarantor’s obligations under the Guaranty (as defined
in the Mortgage Loan Documents);


 


(xii)       
the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower
unless any option to purchase the Senior Notes pursuant to Section 12 of this Agreement has expired or been waived
under Section 12 hereunder;


 


(xiii)      
any determination of an Acceptable Insurance Default with respect to the Mortgaged Property;


 


(xiv)      
the approval of any Annual Budget (as defined in the Loan Agreement), to the extent Lender shall have such approval under
the Loan Agreement;


 


(xv)       
the approval of any Major Lease (as defined in the Loan Agreement), to the extent Lender shall have such approval under
the Loan Agreement; and


 


(xvi)      
the releases of any escrows or reserve accounts other than those required pursuant to the specific terms of the Mortgage
Loan Documents and for which there is no material lender discretion.


 


“Master Servicer”
shall mean the master servicer appointed pursuant to the Lead Securitization.


 






    10


    


    

 


“Monetary Default”
shall have the meaning assigned to such term in Section 11(a).


 


“Monetary Default
Notice” shall have the meaning assigned to such term in Section 11(a).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the mortgage loan agreement, dated as of March 12, 2019, between the Mortgage Loan Borrower
and JPMorgan Chase Bank, National Association, as lender, as the same may be amended, restated, renewed, extended, modified or
supplemented from time to time, subject to the terms hereof.


 


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


 


“Mortgage Loan
Borrower Related Party” shall have the meaning assigned to such term in Section 18.


 


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


 


“Mortgage Loan
Rate” shall mean, as of any date of determination, the weighted average of the Senior Note Rate, the Note B-1 Rate, and
the Note B-2 Rate.


 


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


 


“Net Note B-1
Rate” shall mean the Note B-1 Rate minus the Servicing Fee Rate applicable to Note B-1.


 






    11


    


    

 


“Net Note B-2
Rate” shall mean the Note B-2 Rate minus the Servicing Fee Rate applicable to Note B-2.


 


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


 


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


 


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


 


“Non-Controlling
Note Holder” means holder of a Note, other than (i) the Note A-1-1 Holder and any other Senior Notes included in
the same securitization as Note A-1-1, (ii) Note B-1 Holder or (iii) the Note B-2 Holder; provided that at any
time any such related Notes are included in a Securitization, references to the “Non-Controlling Note Holder” herein
shall mean the “controlling class representative” or any other party assigned the rights to exercise the rights of
the “Non-Controlling Note Holder”, as and to the extent provided in the related Non-Lead 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; provided that, in each case, if at any time 50% or more of the related Note is held by the Mortgage Loan Borrower
or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled to exercise the rights of the applicable Non-Controlling
Note Holder. 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 exercising the rights of the “Non-Controlling Note Holder”
herein or under the Servicing Agreement and, (x) to the extent that the related Non-Lead Servicing Agreement assigns such rights
to more than one party or (y) to the extent the related Note is split into two or more New Notes pursuant to Section 31,
for purposes of this Agreement, the Non-Lead Servicing Agreement or the holders of such New Notes shall designate one party to
deal with Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) and provide written
notice of such designation to the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer acting on its
behalf); provided that, in the absence of such designation and notice, the Lead Securitization Note Holder (or the Master
Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written
notice as having been designated as the Non-Controlling Note Holder, as the Non-Controlling Note Holder for all purposes of this
Agreement.


 


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


 






    12


    


    

 


or
the 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 Note A-2 Holder and, when so delivered to the Note A-2 Holder, 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 Servicing Agreement. Following Securitization of a Non-Lead Securitization Note,
all notices, reports, information or other deliverables required to be delivered to the Non-Lead Securitization Note Holder or
the Non-Controlling Note Holder pursuant to this Agreement or the Servicing Agreement by the Lead Securitization Note Holder (or
the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer and
the related Non-Lead Special Servicer (who then may forward such items to the party entitled to receive such items as and to the
extent provided in the related Non-Lead Servicing Agreement) and, when so delivered to the related Non-Lead Master Servicer and
the related Non-Lead Special Servicer, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Servicing
Agreement.


 


“Non-Exempt
Person” shall mean any Person other than a Person who is either (i) a U.S. Person or (ii) has on file with the Agent
for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which,
pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person,
(B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Note A-1 Holder and
the Note A-2 Holder to make such payments free of any obligation or liability for withholding.


 


“Non-Lead Depositor”
shall mean, with respect to each Non-Lead Securitization Note, the “depositor” under the related Non-Lead Servicing
Agreement.


 


“Non-Lead Master
Servicer” shall mean, with respect to each Non-Lead Securitization Note, the “master servicer” under
the related Non-Lead Servicing Agreement.


 


“Non-Lead Operating
Advisor” shall mean, with respect to each Non-Lead Securitization Note, the “trust advisor”, “operating
advisor” or other analogous term under the related Non-Lead Servicing Agreement.


 


“Non-Lead Securitization
Note” shall mean each Senior Note included in a securitization, other than Note A-1-1 and any other Senior Note included
in the same securitization as Note A-1-1.


 


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


 


“Non-Lead Servicing
Agreement” shall mean, with respect to each Non-Lead Securitization Note, the related pooling and servicing agreement
pursuant to which the related Non-Lead Securitization Trust is formed.


 


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


 






    13


    


    

 


“Non-Lead Servicer”
shall mean, with respect to each Non-Lead Securitization Note, the related Non-Lead Master Servicer or Non-Lead Special Servicer,
as applicable.


 


“Non-Lead Special
Servicer” shall mean, with respect to each Non-Lead Securitization Note, the “special servicer” under the
related Non-Lead Servicing Agreement.


 


“Non-Lead Trustee”
shall mean, with respect to each Non-Lead Securitization Note, the “trustee” under the related Non-Lead Servicing Agreement.


 


“Non-Monetary
Default” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Cure Period” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Notice” shall have the meaning assigned to such term in Section 11(d).


 


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


 


“Noteholder”
shall mean any holder of a Note.


 


“Noteholder
Purchase Notice” has the meaning assigned to such term in Section 12.


 


“Note”
shall mean any of the promissory notes described in the recitals and identified on Exhibit A hereto.


 


“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 a Note A-1, together with its successors and assigns.


 


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


 


“Note A-2 Holder”
shall mean Deutsche Bank AG, acting through its New York Branch, or any subsequent holder of a Note A-2, together with its successors
and assigns.


 


“Note B”
shall mean, collectively, the Note B-1 and Note B-2.


 


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


 


“Note B Principal
Balance” shall mean, at any time of determination, the sum of the Note B-1 Principal Balance and the Note B-2 Principal
Balance.


 


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


 






    14


    


    

 


“Note B-1 Holder”
shall mean the Initial Note B-1 Holder, and its successors in interest, or any subsequent holder of Note B-1.


 


“Note B-1 Default
Rate” shall mean a rate per annum equal to the Note B-1 Rate plus the Note Default Interest Spread.


 


“Note B-1 Rate”
shall mean the Note B-1 Rate set forth on the Mortgage Loan Schedule.


 


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


 


“Note B-2 Holder”
shall mean Deutsche Bank AG, acting through its New York Branch, and its successors in interest, or any subsequent holder of Note
B-2.


 


“Note B-2 Default
Rate” shall mean a rate per annum equal to the Note B-2 Rate plus the Note Default Interest Spread.


 


“Note B-2 Rate”
shall mean the Note B-2 Rate set forth on the Mortgage Loan Schedule.


 


“Note Default
Interest Spread” shall mean a rate per annum equal to three percent (3.0%); provided, however, that
if the weighted average of the Senior Note Default Rate, the Note B-1 Default Rate and the Note B-2 Default Rate would exceed the
maximum rate permitted by applicable law, the note default interest spread shall equal (i) the rate at which the weighted average
of the Senior Note Default Rate, the Note B-1 Default Rate and the Note B-2 Default Rate equals the maximum rate permitted by applicable
law minus (ii) the Mortgage Loan Rate.


 


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


 


“Note Rate”
shall mean any of the Senior Note Rate, the Note B-1 Rate and the Note B-2 Rate, as applicable.


 


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


 


“Operating Advisor”
shall mean the master servicer appointed pursuant to the Lead Securitization.


 


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


 


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


 


“Percentage
Interest” shall mean, with respect to each Note, a fraction, expressed as a percentage, the numerator of which is the
Principal Balance of such Note and the denominator of which is the sum of the Principal Balances of each Note; provided
that solely for


 






    15


    


    

 


purposes
of Sections 3(b) and (h), “Percentage Interest” shall mean (1) with respect to each Note A, a fraction,
expressed as a percentage, the numerator of which is the Principal Balance of such Note and the denominator of which is the sum
of the Principal Balances of each Note A, and (2) with respect to each Note B, a fraction, expressed as a percentage, the numerator
of which is the Principal Balance of such Note and the denominator of which is the sum of the Principal Balances of each Note
B.


 


“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 $500,000,000
and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


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


 


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


 


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


 


“Principal Balance”
shall mean, with respect to each Note, at any time of determination, the related Initial Note Balance, less any payments of principal
thereon received by the related holder of such Note or reductions in the Initial Note Balance pursuant to Sections 3, 4
or 5, as applicable.


 


“Pro Rata and
Pari Passu Basis” shall mean with respect to each Note A-1 and each Note A-2 and the related Noteholders and with respect
to Note B-1 and Note B-2 and the related Noteholders, the allocation of any particular payment, collection, cost, expense, liability
or other amount between such Notes or such Noteholders, as the case may be, without any priority of any such Note or any such Noteholder
over another such Note or Noteholder, as the case may be, and in any event such that each Note or Noteholder, as the case may be,
is allocated its respective Percentage Interest of such particular payment, collection, cost, expense, liability or other amount.


 


“Qualified Institutional
Lender” shall mean each of JPM, Deutsche Bank and CCRE and any other U.S. Person that is:


 


(a)          
an entity Controlled (as defined herein) by, under common Control with or that Controls either of JPM or Deutsche Bank,
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


 






    16


    


    

 


such
CDO or other securitization vehicle are rated by one or more Rating Agencies that assigned a rating to one or more classes of
securities issued in connection with the Lead Securitization, or


 


(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) the 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; (2) in the case
of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle has a Required Special Servicer
Rating or is otherwise acceptable to the Rating Agencies rating each Securitization (such entity, an “Approved Servicer”)
and such Approved Servicer is required to service and administer such Note 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 Agreeing Noteholder, (B) a person that is otherwise a Qualified Institutional
Lender under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities referred to in
clause (i) or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager
responsible for the day-to-day management and operation of such investment vehicle and provided that at least 50% of the
equity interests in such investment vehicle are owned, directly or indirectly, by one or


 






    17


    


    

 


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 $250,000,000
in capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory firm or similar fiduciary)
and at least $750,000,000 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)(i), (ii), (iv)(B) or (v) above or approved by
the Rating Agencies hereunder as a Qualified Institutional Lender for purposes of this Agreement, or as to which the Rating Agencies
have stated they would not review such entity in connection with the subject transfer.


 


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


 


“Qualified Trustee”
means (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the
laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept
the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by
federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution whose
long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the applicable Rating
Agencies.


 


“Rating Agencies”
shall mean DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P and their respective successors in interest or, if any of
such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized
statistical rating agency reasonably designated by the Depositor or Non-Lead Depositor to rate the securities issued in connection
with the Securitization of a Senior Note, as applicable; provided, however, that, at any time during which Note A-1 or Note A-2
is an asset of one or more Securitizations, “Rating Agencies” or “Rating Agency” shall mean with respect
to each Note, only those rating agencies that are engaged by the Depositor or Non-Lead Depositor, as


 






    18


    


    

 


applicable,
from time to time to rate the securities issued in connection with the Securitization of such Note.


 


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


 


“Recovered Costs”
shall mean any amounts referred to in clauses (d) and/or (e) of the definition of “Defaulted Mortgage Loan Purchase Price”
that, at the time of determination, had been previously paid or reimbursed to any Servicer from sources other than collections
on or in respect of the Mortgage Loan or the Mortgaged Property (including, without limitation, from collections on or in respect
of loans other than the Mortgage Loan).


 


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


 


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


 


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


 


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


 


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more loans included
in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date
of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special
servicer of such commercial mortgage loans, (iv) in the case of Morningstar, either (a) the applicable replacement has a special
servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar,
is currently acting as a special servicer, on a deal or transaction-level basis for all or a significant portion of the related
mortgage loans in other CMBS transactions rated by any of S&P, Moody’s, Fitch, DBRS or KBRA and the trustee does not
have actual knowledge that Morningstar has, and the replacement special servicer certifies that Morningstar has not, with respect
to any such other CMBS transaction, qualified, downgraded or withdrawn its rating or ratings on one or more classes of such CMBS
transaction citing servicing concerns of the applicable replacement as the sole or material factor in such rating action, and (v)
in the case of DBRS or KBRA, as applicable, has not cited servicing concerns of such special servicer as the sole or material factor
in any


 






    19


    


    

 


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.


 


“REO Property”
shall mean the Mortgaged Property after the Servicer has foreclosed on the Mortgaged Property or accepted a deed in lieu of foreclosure.


 


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


 


“Risk Retention
Rules” shall mean the joint final rule that was promulgated to implement the Risk Retention Requirements (which such
joint final rule has been codified, inter alia, at 17 C.F.R. § 244), as such rule may be amended from time to time, and subject
to such clarification and interpretation as have been provided by the Office of the Comptroller of the Currency, the Board of Governors
of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Commission and
the Department of Housing and Urban Development in the adopting release (79 Fed. Reg. 77601 et seq.) or by the staff of any such
agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time to time as
of the applicable compliance date specified therein.


 


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


 


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


 


“Securitization
Date” shall mean the effective date on which the Securitization of the Note A-1-1 or portion thereof is consummated.


 


“Securitization
Servicing Agreement” shall mean, subject to Section 2 hereof, a pooling and servicing agreement to be entered
into in connection with the Lead Securitization.


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which Note A-1 or Note A-2 is held.


 


“Senior Note”
shall mean each Note, other than Note B-1 or Note B-2.


 


“Senior Note
Holder” shall mean the holder of a Senior Note.


 


“Senior Note
Default Rate” shall mean a rate per annum equal to the Senior Note Rate plus the Note Default Interest Spread.


 






    20


    


    

 


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


 


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan, any
other Event of Default for which the Mortgage Loan is actually accelerated or any other Event of Default which causes the Mortgage
Loan to become a Specially Serviced Mortgage Loan, or any bankruptcy or insolvency event that constitutes an Event of Default;
provided, however, that unless the Servicer under the Servicing Agreement has notice or knowledge of such event at
least ten (10) Business Days prior to the applicable distribution date, distributions will be made sequentially beginning on the
subsequent distribution date; provided, further, that the aforementioned requirement of notice or knowledge will
not apply in the case of distribution of the final proceeds of a liquidation or final disposition of the Mortgage Loan. A Sequential
Pay Event shall no longer exist to the extent it has been cured (including any cure payment made by the Note B-1 Holder (unless
a Control Appraisal Period has occurred and is continuing) in accordance with Section 11) and shall not be deemed to
exist to the extent any Note B Holder is exercising its cure rights under Section 11.


 


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


 


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


 


“Servicing Advance”
shall have the meaning given thereto in the Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Special Servicer”
shall mean the special servicer appointed pursuant to the Lead Securitization.


 


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


 






    21


    


    

 


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


 


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


 


“Threshold Event
Collateral” shall have the meaning assigned to such term in Section 5(h).


 


“Threshold Event
Cure” shall have the meaning assigned to such term in Section 5(h).


 


“Transfer”
shall mean any sale, assignment, transfer, pledge, syndication, participation, hypothecation, contribution, encumbrance or other
disposition (either (i) directly or (ii) indirectly through entering into a derivatives contract, excluding a repo financing
or a Pledge in accordance with Section 19(e)).


 


“Trustee”
shall mean the trustee appointed pursuant to the Lead Securitization.


 


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


 


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


 


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


 


“Whole Loan
Custodial Account” shall mean the custodial account or subaccount established for the Mortgage Loan pursuant to the Servicing
Agreement.


 


Section 2.             
Servicing.


 


(a)         
Each Noteholder acknowledges and agrees that, subject in each case to the terms of this Agreement, the Mortgage Loan shall
be serviced prior to the Securitization Date under interim servicing arrangements as directed by the Note A-1-1 Holder and from
and after the Securitization Date (except as otherwise set forth in Section 5(b)), pursuant to the Securitization Servicing
Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest
in respect of the Notes other than the Notes


 






    22


    


    

 


included
in the Lead Securitization (and each Non-Lead Master Servicer shall be required to advance monthly payments of principal and interest
on the applicable Non-Lead Securitization Note pursuant to the terms of the related Non-Lead Servicing Agreement) if such principal
or interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance
premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of
the Mortgage thereon, subject to the terms of the Securitization Servicing Agreement. The Note B Holder acknowledges that each
Senior Note Holder may elect, in its sole discretion, to include the related Senior Note in a Securitization and agrees that it
will, subject to Section 24, reasonably cooperate with such Holder, at such Senior Note Holder’s sole cost and
expense, to effect such Securitization. Subject to the terms and conditions of this Agreement, each Noteholder hereby irrevocably
and unconditionally consents to the appointment of the Master Servicer, Special Servicer and the Trustee under the Securitization
Servicing Agreement by the Depositor and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with
respect to the servicing of the Mortgage Loan in accordance with this Agreement and the Securitization Servicing Agreement. Each
Noteholder hereby irrevocably appoints the Master Servicer, the Special Servicer and the Trustee in the Securitization as such
Noteholder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing
of the Mortgage Loan on its behalf under the Securitization Servicing Agreement (subject at all times to the rights of the Noteholder
set forth herein and in the Servicing Agreement). In no event shall the Servicing Agreement require the Servicer to enforce the
rights of any Noteholder or limit the Servicer in enforcing the rights of one Noteholder against the other Noteholder; however,
this statement shall not be construed to otherwise limit the rights of one Noteholder with respect to the other Noteholder.


 


(b)        
In no event shall the Note B Holder be entitled to exercise any rights of the “directing holder” consulting
class or any analogous class or holder under the Securitization Servicing Agreement except to the extent the Note B Holder is given
such rights expressly under the terms of this Agreement or the Servicing Agreement in its capacity as the Controlling Noteholder.


 


(c)         
In no event may the Securitization Servicing Agreement change the interest allocable to, or the amount of any payments
due to, the Note B-1 Holder or Note B-2 Holder or materially increase the Controlling Noteholder’s obligations or materially
decrease the Controlling Noteholder’s rights, remedies or protections hereunder or otherwise adversely affect the Controlling
Noteholder’s rights hereunder.


 


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


 


(i)         
any payments received on the Mortgage Loan shall be paid by the Master Servicer to each of the other Noteholders on the
“master servicer remittance date” under the Securitization Servicing Agreement;


 


(ii)         
the Note B Holder shall be entitled to receive, and the Master Servicer and the Special Servicer shall provide, any information,
relating to the Mortgage Loan, the Mortgage Loan Borrower or the Mortgaged Property as such Person may reasonably


 






    23


    


    

 


request
and in the possession of, or collected or known by, the Master Servicer or Special Servicer relating to the Mortgage Loan and,
in any event, all information that is required to be provided to the “Directing Certificateholder” or analogous term
under the Securitization Servicing Agreement but not limited to standard CREFC® reports, provided that if an interest
in Note B or the Note B Holder is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, then the Note
B Holder shall not be entitled to receive the Asset Status Report or any other information relating to the Special Servicer’s
workout strategy or any “Excluded Information” or analogous term under the Securitization Servicing Agreement;


 


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


 


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


 


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


 


(f)         
At any time after the Securitization Date that the Note A-1-1 is no longer subject to the provisions of the Securitization
Servicing Agreement, the Note A-1-1 Holder shall (i) cause the Mortgage Loan to be serviced pursuant to a servicing agreement that
contains servicing provisions which are the same as or more favorable to the Non-Controlling Note Holders and Note B Holder,
in substance, to those in the Securitization Servicing Agreement, and (ii) cause the applicable Servicers to service and administer
the Mortgage Loan in accordance with the Servicing Standard as set forth in the Securitization Servicing Agreement, and all references
herein to the “Securitization Servicing Agreement” shall mean such subsequent servicing agreement; provided, however,
that until a replacement servicing agreement has been entered into, the Note A-1-1 Holder shall cause the Mortgage Loan to be serviced
in accordance with the servicing provisions set forth in the Securitization Servicing Agreement as if such agreement was still
in full force and effect with respect to the Mortgage Loan, provided, however, that the Servicer under the Securitization Servicing
Agreement shall have no further obligations to make P&I Advances; provided, further, however, that if a Non-Lead Securitization
Note is in a Securitization, then a Rating Agency Confirmation shall have been obtained from each Rating Agency; provided,
further, however, that until a replacement servicing agreement is in place, the actual servicing of the Mortgage
Loan may be performed by any nationally recognized commercial mortgage loan servicer appointed by Note A-1-1 Holder and does not
have to be performed by the service providers set forth under the Securitization Servicing Agreement. The Note A-1-1 Holder shall
provide the Non-Controlling Note Holders and Note B Holder with a reasonable opportunity to review and comment on any replacement
Servicing Agreement, and the Note B Holder agrees to reasonably negotiate the final terms of such servicing agreement as promptly
as reasonably possible upon receipt of any proposed revisions.


 






    24


    


    

 


(g)        
If the Note B Holder exercises its purchase option in accordance with Section 12 hereof, upon the Mortgage Loan
being transferred to the Note B Holder, the Note B Holder shall be entitled to terminate the Servicing Agreement in its sole discretion
without payment of any termination fees.


 


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


 


(i)          
the Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Servicing Advances (and
advance interest thereon) and any additional trust fund expenses, but only to the extent that they relate to servicing and administration
of the Notes and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and
Workout 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, (A) the Non-Lead Master Servicer will be required to, promptly
following notice from the Master Servicer or the Special Servicer, pay or reimburse the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, or the Lead Securitization Trust, as applicable, out of general funds in the collection
account (or equivalent account) established under the Non-Lead Servicing Agreement for the Non-Lead Securitization Note Holder’s
pro rata share of any such Nonrecoverable Servicing Advances (together with advance interest thereon) and/or additional
trust fund expenses (including compensation due to the Master Servicer and the Special Servicer to the extent related to the servicing
and administration of the Mortgage Loan and the Mortgaged Property), and (B) if the Servicing Agreement permits the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee to reimburse itself from the Lead Securitization Trust’s
general account, then the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, may
do so, and the Non-Lead Master Servicer will be required to, promptly following notice from the Master Servicer, the Special Servicer
or the Trustee, reimburse the Lead Securitization Trust out of general funds in the collection account (or equivalent account)
established under the Non-Lead Servicing Agreement for the Non-Lead Securitization Note Holder’s pro rata share of
any such Nonrecoverable Servicing Advances (together with advance interest thereon) and/or additional trust fund expenses (including
compensation due to the Master Servicer and the Special Servicer to the extent related to the servicing and administration of the
Mortgage Loan and the Mortgaged Property);


 


(ii)         
each of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required
to indemnify each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the
terms of Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any additional trust fund expenses
with respect to the Mortgage Loan) by the Non-Lead Securitization Trust, against any of the Indemnified Items to the extent of
its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Whole Loan Custodial Account that
are allocated to the Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the Non-Lead Master Servicer
will


 






    25


    


    

 


be
required to reimburse each of the applicable Indemnified Parties for the Non-Lead Securitization Note’s pro rata
share of the insufficiency out of general funds in the collection account (or equivalent account) established under the Non-Lead
Servicing Agreement;


 


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


 


(iv)       
any matter affecting the servicing and administration of the Mortgage Loan that requires delivery of a Rating Agency Confirmation
pursuant to the Servicing Agreement shall also require delivery of a Rating Agency Confirmation under the Non-Lead Servicing Agreement;
and


 


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


 


(i)         
The Servicing Agreement shall provide that compensating interest payments as defined therein with respect to the Senior
Notes will be allocated by the Master Servicer between the Senior Notes, pro rata, in accordance with their respective principal
amounts. The Master Servicer shall remit any compensating interest payment in respect of a Non-Lead Securitization Note to the
related Non-Lead Securitization Note Holder.


 


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


 


Section 3.               
Subordination of the B Notes; Payments Prior to a Sequential Pay Event. Each B Note and the right of each Note B
Holder to receive payments of interest, principal and other amounts with respect to its respective B Note shall at all times be
junior, subject and subordinate to the Senior Notes and the right of each Senior Note Holder to receive payments of interest, principal
and other amounts with respect to its related Senior Note as set forth herein. If no Sequential Pay Event, as determined by the
applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available
for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds
thereof, whether received in the form of


 






    26


    


    

 


Monthly
Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument
securing the Mortgage Loan, Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied
to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms
of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves
or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents)
to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable
or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to
any Servicer, Operating Advisor, Certificate Administrator, Asset Representations Reviewer or Trustee with respect to this Mortgage
Loan (including any Penalty Changes) pursuant to the Servicing Agreement, shall be applied by the Note A-1 Holder (or its designee)
and distributed by the Servicer (on its behalf) for payment in the following order of priority without duplication (and payments
shall be made at such times as are set forth in the Servicing Agreement):


 


(a)         
first, to each of the Senior Note Holders, pro rata, in an amount equal to the accrued and unpaid interest on the Principal
Balance of the applicable Senior Note at the Net Senior Note Rate;


 


(b)        
second, to each of the Senior Note Holders on a Pro Rata and Pari Passu Basis in an amount equal to their respective Percentage
Interests of principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan,
until their Principal Balances have been reduced to zero;


 


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


 


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


 


(e)         
fifth, to each of the Senior Note Holders, on a pro rata basis, in an amount equal to the Penalty Charges received, if any;


 


(f)         
sixth, to the extent a Note B Holder has made any payments or advances to cure defaults pursuant to Section 11,
to reimburse such Note B Holder on a Pro Rata and Pari Passu Basis for all such cure payments;


 


(g)        
seventh, to the Note B-1 Holder and the Note B-2 Holder, pro rata, in an amount equal to the accrued and unpaid interest
on the Principal Balance of Note B-1 at the Net Note B-1 Rate and on the Principal Balance of Note B-2 at the Net Note B-2 Rate,
respectively;


 






    27


    


    

 


(h)        
eighth, to the Note B-1 Holder and the Note B-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to their respective
Percentage Interests of principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage
Loan, until their Principal Balances have been reduced to zero;


 


(i)          
ninth, to the Note B-1 Holder and the Note B-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the product
of (i) the Percentage Interest of such Note multiplied by (ii) the applicable Relative Spread and (iii) any Prepayment Premium
to the extent paid by the Mortgage Loan Borrower;


 


(j)         
tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts
required to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of
Note B-1 and/or Note B-2 has been reduced, such excess amount shall be paid to the applicable Note B Holder in an amount up to
the reduction, if any, of the Principal Balance of Note B-1 or Note B-2, as applicable, as a result of such Workout, plus interest
on such amount at the related Note B-1 Rate or Note B-2 Rate, as applicable;


 


(k)        
eleventh, to the Note B-1 Holder and the Note B-2 Holder, on a pro rata basis, in an amount equal to the Penalty Charges
received, if any;


 


(l)         
twelfth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise
applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to
pay any Additional Servicing Expenses or to compensate a Servicer (in each case, provided that such reimbursements or payments
relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower,
shall be paid to each Senior Note Holder, the Note B-1 Holder and the Note B-2 Holder, pro rata, based on their respective Percentage
Interests; and


 


(m)       
thirteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied
in accordance with the foregoing clauses (a)-(l), any remaining amount shall be paid pro rata to each Senior Note Holder, the Note
B-1 Holder and the Note B-2 Holder in accordance with their respective Percentage Interests.


 


Section 4.               
Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in
accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable
Servicer and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage
Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged
Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special
Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received
in the form of Monthly Payments, any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation
Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Insurance
Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be


 






    28


    


    

 


applied
to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms
of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves
or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer in accordance with the Servicing Standard
to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then
due and payable or reimbursable to the Servicer under Servicing Agreement and (y) all amounts that are then due, payable or reimbursable
to any Servicer, Operating Advisor, Certificate Administrator, Asset Representations Reviewer or Trustee with respect to this
Mortgage Loan (including any Penalty Charges) pursuant to the Servicing Agreement with respect to the Mortgage Loan, shall be
distributed by the Servicer in the following order of priority without duplication (and payments shall be made at such times as
are set forth in the Servicing Agreement):


 


(a)         
first, to each of the Senior Note Holders, pro rata, in an amount equal to the accrued and unpaid interest on the Principal
Balance of the applicable Senior Note at the Net Senior Note Rate;


 


(b)        
second, to each of the Senior Note Holders, pro rata, based on their outstanding Principal Balances, until their Principal
Balances have been reduced to zero;


 


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


 


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


 


(e)         
fifth, to the extent a Note B Holder has made any payments or advances to cure defaults pursuant to Section 11,
to reimburse such Note B Holder on a Pro Rata and Pari Passu Basis for all such cure payments;


 


(f)         
sixth, to the Note B-1 Holder and the Note B-2 Holder, pro rata, in an amount equal to the accrued and unpaid interest on
the Principal Balance of Note B-1 at the Net Note B-1 Rate and on the Principal Balance of Note B-2 at the Net Note B-2 Rate, respectively;


 


(g)        
seventh, to the Note B-1 Holder and the Note B-2 Holder, pro rata, based on their outstanding Principal Balances, until
their Principal Balances have been reduced to zero;


 


(h)        
eighth, to the Note B-1 Holder and the Note B-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the product
of (i) the Percentage Interest of such Note multiplied by (ii) the applicable Relative Spread, and (iii) any Prepayment Premium
to the extent paid by the Mortgage Loan Borrower;


 






    29


    


    

 


(i)          
ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts
required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of
Note B-1 and/or Note B-2 has been reduced, such excess amount shall be paid to the applicable Note B Holder in an amount up to
the reduction, if any, of the Principal Balance of Note B-1 or Note B-2, as applicable, as a result of such Workout, plus interest
on such amount at the related Note B-1 Rate or Note B-2 Rate, as applicable;


 


(j)         
tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise
applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to
pay any Additional Servicing Expenses or to compensate a Servicer (in each case, provided that such reimbursements or payments
relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower,
shall be paid to each Senior Note Holder, the Note B-1 Holder and the Note B-2 Holder, pro rata, based on their respective
Percentage Interests;


 


(k)         
eleventh, to the Senior Note Holders, on a pro rata basis, in an amount equal to Penalty Charges received, if any;


 


(l)          
twelfth, to the Note B-1 Holder and the Note B-2 Holder, on a pro rata basis, in an amount equal to Penalty Charges received,
if any; and


 


(m)        
thirteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied
in accordance with the foregoing clauses (a)-(l), any remaining amount shall be paid pro rata to each Senior Note Holder,
the Note B-1 Holder and the Note B-2 Holder in accordance with their respective Percentage Interests.


 


For clarification purposes,
Penalty Charges paid on each of the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be
allocated to the Senior Note Holders on a pro rata basis and applied first, to reduce, on a pro rata basis, the amounts
payable on each such Senior 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 Securitization
Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on each such Senior Note by
the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued
on any P&I Advance made with respect to such Note by such party (if and as specified in the Securitization Servicing Agreement
or any Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable
on each such Senior Note by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid
Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement)
and finally, (i) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4
hereunder to the Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation
as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable
pursuant to Section 3 or Section 4 hereunder to any Non-Lead


 






    30


    


    

 


Securitization
Note, be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Holder and (y) following
the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided
in the Securitization Servicing Agreement.


 


Penalty Charges paid
on the Note B-1 and Note B- 2 pursuant to Section 3 or Section 4 hereunder shall be allocated to the Note
B -1 Holder and the Note B -2 Holder on a pro rata basis and applied first, to reduce, on a pro rata basis, the amounts
payable on Note B -1 and Note B -2 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
Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Note B -1
and Note B -2 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any
interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Securitization
Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce, on a pro rata basis,
the amounts payable on Note B -1 and Note B -2 by the amount necessary to pay additional trust fund expenses (other than Special
Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization
Servicing Agreement) and finally, as additional servicing compensation as provided in the Securitization Servicing Agreement.


 


Section 5.               
Administration of the Mortgage Loan.


 


(a)               
Subject to this Agreement (including, without limitation, Section 5(f) below) and the Servicing Agreement, the
Note A-1-1 Holder (or the Servicer acting on behalf of the Note A-1-1 Holder) shall have the sole and exclusive authority with
respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without limitation,
the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent to any action or failure to act
by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive any Event of Default, accelerate
the Mortgage Loan or institute any foreclosure action or other remedy and no other Noteholder shall have any voting, consent or
other rights whatsoever with respect to the Note A-1-1 Holder’s administration of, or exercise of its rights and remedies
with respect to, the Mortgage Loan. Subject to this Agreement and the Servicing Agreement (including, without limitation, Section 5(f)
below), each of the Non-Controlling Note Holders, the Note B-1 Holder and the Note B-2 Holder agrees that it shall have no right
to, and hereby presently and irrevocably assigns and conveys to the Note A-1-1 Holder (or the Servicer acting on behalf of the
Note A-1-1 Holder) the rights, if any, that the Non-Controlling Note Holders, Note B-1 Holder or Note B-2 Holder has to, (i) call
or cause the Note A-1-1 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 Note A-1-1 Holder to file
any bankruptcy petition against the Mortgage Loan Borrower. The Note A-1-1 Holder (or the Servicer acting on behalf of the Note
A-1-1 Holder) shall not have any fiduciary duty to the Non-Controlling Note Holder, the Note B-1 Holder or the Note B-2 Holder
in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Note A-1-1 Holder from the
obligation to make any disbursement of funds as set forth herein).


 






    31


    


    

 


(b)              
The administration of the Mortgage Loan shall be governed by this Agreement and the Servicing Agreement. Each Note B Holder
agrees to be bound by the terms of the Servicing Agreement. The Note A-1-1 Holder (or the Servicer on its behalf) shall service
the Mortgage Loan in accordance with the terms of this Agreement, including without limitation the rights of the Note B Holder
set forth in Section 5(f) below. Servicing of the Mortgage Loan shall be carried out by the Master Servicer and, if
the Mortgage Loan is a Specially Serviced Mortgage Loan, by the Special Servicer, in each case pursuant to the Servicing Agreement
and this Agreement. Notwithstanding anything to the contrary contained herein, in accordance with the Servicing Agreement, the
Note A-1-1 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 the Note A-1-1 Holder, the Non-Controlling Note Holder, the Note
B-1 Holder and the Note B-2 Holder (it being understood that the interest of the Note B Holder is a junior Note interest, subject
to the terms and conditions of this Agreement), and any Non-Controlling Note Holder, Note B-1 Holder or Note B-2 Holder who is
not the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party shall be deemed a third party beneficiary of such provisions
of the Servicing Agreement. The foregoing provisions of this Section 5(b) shall not limit or modify the rights of the
Controlling Noteholder and/or the Controlling Noteholder Representative to exercise their respective rights specifically set forth
under this Agreement.


 


(c)               
Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement
and this Agreement (including, without limitation, Section 6), if the Servicer (on behalf of the Noteholders) in connection
with a Workout of the Mortgage Loan modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage
Loan is decreased, (ii) the Mortgage Loan Rate or scheduled amortization payments on such Mortgage Loan are reduced, (iii) payments
of interest or principal on such Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment (other than an
increase in the Mortgage Loan Rate or increase in scheduled amortization payments) is made to any of the terms of the Mortgage
Loan, all payments to each Senior Note Holder pursuant to Section 3 and Section 4, as applicable, shall
be made as though such Workout did not occur, with the payment terms of each Senior Note remaining the same as they are on the
date hereof, the B Notes shall bear the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage
Loan attributable to such Workout (up to the amount otherwise due on the B Notes). Subject to the Servicing Agreement and this
Agreement (including without limitation Section 6), in the case of any modification or amendment described above, the
Servicer (on behalf of the Noteholders) will have the sole authority and ability to revise the payment provisions set forth in
Section 3 and Section 4 above in a manner that reflects the subordination of the B Notes to each Senior
Note with respect to the loss that is the result of such amendment or modification, including: (i) the ability to increase
the Percentage Interest of each Senior Note and to reduce the Percentage Interest of each B Note in a manner that reflects a loss
in principal as a result of such amendment or modification and (ii) the ability to change the Senior Note Rate, the Note B-1
Rate and the Note B-2 Rate, as applicable, in order to reflect a reduction in the Mortgage Loan Rate of the Mortgage Loan but shall
not be permitted to change the order of the clauses set forth in Section 3 and Section 4 hereof. Notwithstanding
the foregoing, if any Workout, modification or amendment of the Mortgage Loan extends the original maturity date of the Mortgage
Loan, for purposes of this paragraph, the Balloon


 






    32


    


    

 


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


 


(d)              
All rights and obligations of the Note A-1-1 Holder described hereunder may be exercised by the Servicer on behalf of the
Note A-1-1 Holder in accordance with the Servicing Agreement and this Agreement.


 


(e)               
If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within
the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the
Mortgage Loan shall be administered such that the Notes shall each qualify at all times as (or as interests in) a “qualified
mortgage” within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property)
acquired by or on behalf of the Noteholders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu
of foreclosure of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that
the interests of the Noteholders therein shall at all times qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code and (iii) the Note A-1-1 Holder may not modify, waive or amend any provision of the Mortgage
Loan, consent to or withhold consent from any action of the Mortgage Loan Borrower, or exercise or refrain from exercising any
powers or rights which the Note A-1-1 Holder may have under the Mortgage Loan Documents, if any such action would constitute a
“significant modification” of the Mortgage Loan, within the meaning of Section 1.860G 2(b) of the regulations
of the United States Department of the Treasury, more than three months after the earliest startup day of any REMIC which includes
a Note (or any portion thereof). The Noteholders agree that the provisions of this Section 5(e) shall be effected by
compliance by the Note A-1-1 Holder or its assignees with this Agreement or the Servicing Agreement or any other agreement which
governs the administration of the Mortgage Loan or the Note A-1-1 Holder’s interests therein. All costs and expenses of compliance
with this Section 5(e), to the extent that such costs and expenses relate to administration of a REMIC or to any determination
respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense,
shall be borne by each Note subject to a securitization on a pro rata and pari passu basis.


 


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


 


(f)               
If any consent, modification, amendment or waiver under or other action in respect of a Mortgage (whether or not a Servicing
Transfer Event has occurred and is continuing) that would constitute a Major Decision has been requested or proposed, at least
ten (10) Business Days prior to taking action with respect to such Major Decision (or making a


 






    33


    


    

 


determination
not to take action with respect to such Major Decision), the Servicer must receive the written consent of the Controlling Noteholder
(or its Controlling Noteholder Representative) before implementing a decision with respect to such Major Decision.


 


Notwithstanding the foregoing,
following the occurrence of an extraordinary event with respect to any Mortgaged Property, or if a failure to take any such action
at such time would be inconsistent with the Servicing Standard, the Servicer may take actions with respect to such Mortgaged Property
before obtaining the consent of the Controlling Noteholder (or its Controlling Noteholder Representative) if the Servicer reasonably
determines in accordance with the Servicing Standard that failure to take such actions prior to such consent would materially and
adversely affect the interest of the Noteholders, and the Servicer has made a reasonable effort to contact the Controlling Noteholder
(or its Controlling Noteholder Representative). The foregoing shall not relieve the Note A-1-1 Holder (or Servicer acting on its
behalf) of its duties to comply with the Servicing Standard.


 


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


 


(g)        
During the continuation of a Control Appraisal Period, the Note A-1-1 Holder (or its Controlling Class Representative) shall
have, with respect to the Mortgage Loan, all of the same rights and powers of the Controlling Class Representative under the Servicing
Agreement with respect to the other mortgage loans included in the Lead Securitization, without limitation, the right to consent
and/or consult regarding Major Decisions and other servicing matters, the right to advise (1) the Special Servicer with respect
to all Specially Serviced Loans and (2) the Special Servicer with respect to non Specially Serviced Loans as to all matters for
which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and the right to direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling Class Representative
may deem advisable or as to which provision is otherwise made therein, in each case subject to the terms and conditions of the
Servicing Agreement.


 


Notwithstanding the foregoing,
during the continuance of a Control Appraisal Period, the Note A-1-1 Holder (or the Servicer acting on its behalf) shall be required:


 


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


 






    34


    


    

 


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


 


(ii) to consult with
the Non-Controlling Note Holder (or its controlling class representative) on a strictly non-binding basis, to the extent having
received such notices, information and reports, the Non-Controlling Note Holder (or its controlling class representative) requests
consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status
Report relating to the Mortgage Loan, and consider alternative actions recommended by the Non-Controlling Note Holder (or its controlling
class representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to the
Non-Controlling Note Holders (or its controlling class representative) by the Note A-1-1 Holder of written notice of a proposed
action, together with copies of the notice, information and report required to be provided to the Controlling Class Representative,
the Note A-1-1 Holder (or the Servicer acting on its behalf) shall no longer be obligated to consult with the respective Non-Controlling
Note Holder (or its controlling class representative), whether or not the Non-Controlling Note Holder (or its controlling class
representative) has responded within such ten (10) Business Day period (unless, the Note A-1-1 Holder (or the Servicer acting on
its behalf) proposes a new course of action that is materially different from the action previously proposed, in which case such
ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery of all information relating
thereto).


 


Notwithstanding the consultation
rights of the Non-Controlling Note Holder (or its controlling class representative) set forth in the immediately preceding sentence,
the Note A-1-1 Holder (or Servicer acting on its behalf) may make any Major Decision or take any action set forth in the Asset
Status Report before the expiration of the aforementioned ten (10) Business Day period if the Note A-1-1 Holder (or Servicer acting
on its behalf) determines that immediate action with respect thereto is necessary to protect the interests of the Noteholders.
In no event shall the Note A-1-1 Holder (or Servicer acting on its behalf) be obligated at any time to follow or take any alternative
actions recommended by the Non-Controlling Note Holder (or its controlling class representative).


 


In addition to the consultation
rights of each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) provided in the immediately preceding
paragraph, during the continuance of a Control Appraisal Period, the Non-Controlling Note Holder shall have the right to attend
annual meetings (either telephonically or in person, in the discretion of the Servicer) with the Note A-1-1 Holder (or the Servicer
acting on its behalf) at the offices of the Servicer, as applicable, upon reasonable notice and at times reasonably acceptable
to the Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.


 


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


 


(h)        
The Note B Holder shall be entitled to avoid a Control Appraisal Period caused by application of an Appraisal Reduction
Amount upon satisfaction of the following (which must be completed within thirty (30) days of the receipt of a third party Appraisal
that


 


 






    35


    


    

 


indicates
such Control Appraisal Period has occurred): (i) such Note B Holder shall have delivered as a supplement to the appraised
value of the Mortgaged Property, in the amount specified in clause (ii) below, to the Servicer, together with documentation acceptable
to the Servicer in accordance with the Servicing Standard to create and perfect a first priority security interest in favor of
the Servicer on behalf of the Senior Note Holder in such collateral (a) cash collateral for the benefit of, and acceptable to,
the Servicer or (b) an unconditional and irrevocable standby letter of credit with the Servicer as the beneficiary, issued by
a bank or other financial institutions the long term unsecured debt obligations of which are at all times rated at least “AA”
(or the equivalent) by each Rating Agency that rates such institution or the short term obligations of which are rated at least
“A-1+” by (or the equivalent) by each Rating Agency that rates such institution (either (a) or (b), the “Threshold
Event Collateral”), and (ii) the Threshold Event Collateral shall be in an amount which, when added to the appraised
value of the Mortgaged Property as determined pursuant to the Servicing Agreement, would cause the applicable Control Appraisal
Period not to occur. If the requirements of this paragraph are satisfied by the Note B Holder (a “Threshold Event
Cure”), no Control Appraisal Period caused by application of an Appraisal Reduction Amount shall be deemed to have occurred.
If a letter of credit is furnished as Threshold Event Collateral, the applicable Controlling Noteholder shall be required to renew
such letter of credit not later than thirty (30) days prior to expiration thereof or to replace such letter of credit with a substitute
letter of credit or other Threshold Event Collateral with an expiration date that is greater than forty-five (45) days from the
date of substitution; provided, however, that, if a letter of credit is not renewed prior to thirty (30) days prior
to the expiration date of such letter of credit, the letter of credit shall provide that the Servicer may (and at the direction
of the applicable Note B Holder, shall) draw upon such letter of credit and hold the proceeds thereof as Threshold Event
Collateral. The Threshold Event Cure shall continue until (i) the appraised value of the Mortgaged Property plus the value of
the Threshold Event Collateral would not be sufficient to prevent a Control Appraisal Period from occurring; or (ii) the occurrence
of a Final Recovery Determination, as defined in the Servicing Agreement. If the appraised value of the Mortgaged Property, upon
any redetermination thereof, is sufficient to avoid the occurrence of a Control Appraisal Period without taking into consideration
any, or some portion of, Threshold Event Collateral previously delivered by the Note B Holder, any or such portion of Threshold
Event Collateral held by the Servicer shall promptly be returned to such Controlling Noteholder (at its sole expense). Upon a
Final Recovery Determination with respect to the Mortgage Loan, such Threshold Event Collateral shall be available to reimburse
each Noteholder for any realized loss pursuant to Section 3 or Section 4, as applicable, with respect
to the Mortgage Loan after application of the net proceeds of liquidation, not in excess of the applicable Principal Balance,
each of the Notes, as the case may be, plus accrued and unpaid interest thereon at the applicable interest rate and all other
Additional Servicing Expenses reimbursable under this Agreement and under the Servicing Agreement. Any Threshold Event Collateral
shall be treated as an “outside reserve fund” for purposes of the REMIC Provisions and such property (and the right
to reimbursement of any amounts with respect thereto from a REMIC) shall be beneficially owned by the posting Noteholder who shall
be taxed on all income with respect thereto. The entire amount of Threshold Event Collateral, without a haircut or other reduction,
shall be considered in determining the sufficiency of such Threshold Event Collateral to avoid a Control Appraisal Period.


 






    36


    


    

 


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


 


Section 6.               
Appointment of Controlling Noteholder Representative.


 


(a)         
The Controlling Noteholder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the Mortgage Loan (the “Controlling Noteholder Representative”).
The Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace
the Controlling Noteholder Representative. When exercising its various rights under Section 5 and elsewhere in this
Agreement, the Controlling Noteholder may, at its option, in each case, act through the Controlling Noteholder Representative.
The Controlling Noteholder Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate
of the Mortgage Loan Borrower), including, without limitation, the Controlling Noteholder, any officer or employee of the Controlling
Noteholder, any affiliate of the Controlling Noteholder or any other unrelated third party. No such Controlling Noteholder Representative
shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Noteholder). All actions that are permitted
to be taken by the Controlling Noteholder under this Agreement may be taken by the Controlling Noteholder Representative acting
on behalf of the Controlling Note Holder. No Servicer, Operating Advisor, Asset Representations Reviewer, Trustee or Certificate
Administrator acting on behalf of the Lead Securitization Note Holder shall be required to recognize any Person as a Controlling
Noteholder Representative until the Controlling Noteholder has notified each Servicer, Operating Advisor, Trustee and Certificate
Administrator of such appointment and, if the Controlling Noteholder Representative is not the same Person as the Controlling Noteholder,
the Controlling Noteholder Representative provides each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and
Certificate Administrator with written confirmation of its acceptance of such appointment, an address and facsimile number for
the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to this
Agreement may deal (including their names, titles, work addresses and facsimile numbers). The Controlling Noteholder shall promptly
deliver such information to each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and Certificate Administrator.
If the Note A-1-1 Holder is the Controlling Noteholder, no Controlling Noteholder Representative shall be appointed and the rights
of the Note A-1-1 Holder exercisable by the Controlling Class Representative shall be as set forth in the Servicing Agreement.
Similarly, if the Note A-1-1 Holder is the Controlling Noteholder, the rights of the Non-Lead Securitization Note Holder shall
be exercisable by a controlling class representative or directing holder as set forth in the Non-Lead Servicing Agreement.


 


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


 






    37


    


    

 


give
or refrain from giving consents, that favor the interests of one Noteholder over the other Noteholder, and that the Note B
Holder Representative may have special relationships and interests that conflict with the interests of a Noteholder and, absent
willful misfeasance, bad faith or gross negligence on the part of the Note B Holder Representative or the Note B Holder,
as the case may be, agree to take no action against the Note B Holder Representative, the Note B 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 Noteholder Representative nor the Note B Holder will be deemed to have been grossly negligent or
reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of its
rights by reason of its having acted or refrained from acting, or having given any consent or having failed to give any consent,
solely in the interests of any Noteholder.


 


(c)         
If the Note A-1-1 Holder is the Controlling Noteholder, the Note B Holder acknowledges and agrees (i) all of the aforementioned
rights and obligations of the Note B Holder and the Note B Holder Representative set forth in Section 5(f)
and 5(g) and this Section 6 shall be exercisable by the Note A-1-1 Holder (or the applicable Person specified
in the Servicing Agreement) to the extent set forth in the Servicing Agreement and (ii) the Controlling Class Representative may
exercise all rights with respect to the Mortgage Loan and any decisions or consents or other powers with respect thereto as are
set forth in the Servicing Agreement.


 


Section 7.               
Special Servicer. The Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) (or its
Note B Holder Representative), at its expense (including, without limitation, the reasonable costs and expenses of counsel
to any third parties and costs and expenses of the terminated Special Servicer), shall have the right to appoint the Special Servicer
with respect to the Mortgage Loan. The Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) (or its
Note B Holder Representative) shall be entitled to terminate the rights and obligations of the Special Servicer under the
Servicing Agreement, with or without cause, upon at least ten (10) Business Days’ prior notice to the Special Servicer (provided,
however, that the Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing), Note B Holder
Representative and/or Note B Holder shall not be liable for any termination or similar fee in connection with the removal of the
Special Servicer in accordance with this Section 7); such termination not be effective unless and until (A) each Rating
Agency delivers Rating Agency Confirmation (to the extent the Mortgage Loan has been securitized) to the extent required under
the Servicing Agreement; (B) the initial or successor Special Servicer has assumed in writing (from and after the date such
successor Special Servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer
under the Servicing Agreement from and after the date it becomes the Special Servicer as they relate to such Mortgage Loan pursuant
to an assumption agreement reasonably satisfactory to the Trustee; (C) the Trustee shall have received an opinion of counsel
reasonably satisfactory to the Trustee to the effect that (x) the designation of such replacement to serve as Special Servicer
is in compliance with the Servicing Agreement, (y) such replacement will be bound by the terms of the Servicing Agreement
with respect to such Mortgage Loan and (z) subject to customary qualifications and exceptions, the applicable servicing agreement
will be enforceable against such replacement in accordance with its terms; and (D) the Certificate Administrator and any applicable
Non-Lead Certificate Administrator shall have filed any Form 8-k filings required pursuant to the applicable rules and regulations
of the Securities Exchange


 






    38


    


    

 


Act
of 1934 as a result of any such replacement of the Special Servicer. The Note A-1 Holder (or the Servicer on its behalf) shall
promptly provide copies to any terminated Special Servicer of the documents referred to in the preceding sentence. Prior to the
Securitization, if the Mortgage Loan becomes a Specially Serviced Mortgage Loan, and if not later than thirty (30) days after
the Mortgage Loan becomes a Specially Serviced Mortgage Loan the Note B-1 Holder (unless a Control Appraisal Period has occurred
and is continuing) (or its Note B Holder Representative) elects to replace the Special Servicer, then each Noteholder agrees
that no liquidation fees or workout fees shall be payable to the Special Servicer being replaced, unless such Special Servicer
shall have either successfully completed a workout or a liquidation, in which case such fees shall be payable as provided herein.


 


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


 


Section 8.               
Payment Procedure.


 


(a)         
The Note A-1-1 Holder (or the Servicer on its behalf), in accordance with the priorities set forth in Section 3
or Section 4, as applicable, and subject to the terms of the Servicing Agreement, will deposit or cause to be deposited
all payments allocable to the Notes to the Collection Account or Companion Distribution Account for the Notes established pursuant
to the Servicing Agreement. The Note A-1-1 Holder (or the Servicer acting on its behalf) shall deposit such amounts to the applicable
account within two (2) Business Days after receipt of properly identified funds by the Note A-1-1 Holder (or the Servicer acting
on its behalf) from or on behalf of the Mortgage Loan Borrower. The Controlling Noteholder agrees and acknowledges that the Securitization
Servicing Agreement may contain provisions such that any Special Servicer could be terminated under the Securitization Servicing
Agreement based on a recommendation by the Operating Advisor if (A) the Operating Advisor determines, in its sole discretion exercised
in good faith, that (1) the Special Servicer has failed to comply with the Servicing Standard and (2) a replacement of the Special
Servicer would be in the best interest of the holders of securities issued under the Securitization Servicing Agreement (as a collective
whole) and (B) an affirmative vote of requisite certificateholders is obtained. The Controlling Noteholder will retain its right
to remove and replace the Special Servicer, but the Controlling Noteholder may not restore a Special Servicer that has been removed
in accordance with the preceding sentence.


 


(b)        
If the Note A-1-1 Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any
time that any amount received or collected in respect of a Note must, pursuant to any insolvency bankruptcy, fraudulent conveyance,
preference or similar law, be returned to the Mortgage Loan Borrower or paid to such Noteholder


 






    39


    


    

 


or
any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Note A-1-1 Holder (or
the Servicer on its behalf) shall not be required to distribute any portion thereof to such Noteholder and such Noteholder will
promptly on demand by the Note A-1-1 Holder (or the Servicer on its behalf) repay to the Note A-1-1 Holder (or the Servicer on
its behalf) any portion thereof that the Note A-1-1 Holder (or the Servicer on its behalf) shall have theretofore distributed
to such Noteholder together with interest thereon at such rate, if any, as the Note A-1-1 Holder (or the Servicer on its behalf)
shall have been required to pay to any Mortgage Loan Borrower, the Note A-1-1 Holder, Master Servicer, Special Servicer or such
other Person with respect thereto.


 


(c)         
If, for any reason, the Note A-1-1 Holder (or the Servicer on its behalf) makes any payment to any Note B Holder before
the Note A-1-1 Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Note
A-1-1 Holder (or the Servicer on its behalf) is under no obligation to do so), and the Note A-1-1 Holder (or the Servicer on its
behalf) does not receive the corresponding payment within three (3) Business Days of its payment to such Note B Holder, such Note
B Holder will, at the Note A-1-1 Holder’s (or the Servicer’s on its behalf) request, promptly return that payment to
the Note A-1-1 Holder (or the Servicer on its behalf).


 


(d)        
Each Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage
Loan in excess of its distributable share thereof, it will promptly remit such excess to the Note A-1-1 Holder (or the Servicer
on its behalf) subject to this Agreement and the Servicing Agreement. The Note A-1-1 Holder (or the Servicer on its behalf) shall
have the right to offset any amounts due hereunder from any Noteholder with respect to the Mortgage Loan against any future payments
due to such Noteholder under the Mortgage Loan, provided, that each Noteholder’s obligations under this Section 8
are separate and distinct obligations from one another and in no event shall the Note A-1-1 Holder (or the Servicer on its behalf)
enforce the obligations of one of the Noteholder against the other Noteholders. Each Noteholder’s obligations under this
Section 8 constitute absolute, unconditional and continuing obligations.


 


Section 9.               
Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf)
shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful
misconduct or breach of this Agreement on the part of such Noteholder.


 


Each Note B Holder acknowledges
that, subject to the terms and conditions hereof and the obligation of the Note A-1-1 Holder (including any Servicer) to comply
with, and except as otherwise required by, the Servicing Standard, the Note A-1-1 Holder (including any Servicer) may exercise,
or omit to exercise, any rights that the Note A-1-1 Holder may have under this Agreement and the Servicing Agreement in a manner
that may be adverse to the interests of the Note B Holder and that the Note A-1-1 Holder (including any Servicer) shall have no
liability whatsoever to any Note B Holder in connection with the Note A-1-1 Holder’s exercise of rights or any omission by
the Note A-1-1 Holder to exercise such rights other than as described above; provided, however, that the Servicer
must act in accordance with the Servicing Standard.


 






    40


    


    

 


Each Note B Holder acknowledges
that, subject to the terms and conditions hereof and the obligation of each Non-Controlling Note Holder (including any Non-Lead
Servicer) to comply with, and except as otherwise required by, the servicing standard, each Non-Controlling Note Holder (including
any Non-Lead Servicer) may exercise, or omit to exercise, any rights that each Non-Controlling Note Holder may have under this
Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that such Non-Controlling
Note Holder (including any Non-Lead Servicer) shall have no liability whatsoever to any Note B Holder in connection with such Non-Controlling
Note Holder’s exercise of rights or any omission by such Non-Controlling Note Holder to exercise such rights other than as
described above; provided, however, that the Non-Lead Servicer must act in accordance with the servicing standard
under the Non-Lead Servicing Agreement.


 


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


 


Section 10.           
Bankruptcy. Subject to the provisions of Section 5(f) hereof, each of the Non-Controlling Note Holder,
the Note B-1 Holder and the Note B-2 Holder hereby covenants and agrees that only the Note A-1-1 Holder (or the Servicer on its
behalf) have the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or
join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect
to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the
winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Subject to the provisions of Section 5(f) hereof,
each Non-Controlling Note Holder, the Note B-1 Holder and the Note B-2 Holder further agrees that only the Note A-1-1 Holder, as
a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application
or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency
Proceeding. Each Non-Controlling Note Holder, the Note B-1 Holder and the Note B-2 Holder hereby appoints the Note A-1-1 Holder
as its agent, and grants to the Note A-1-1 Holder an irrevocable power of attorney coupled with an interest, and its proxy, for
the purpose of exercising any and all rights and taking any and all actions available to each Non-Controlling Note Holder, the
Note B-1 Holder and the Note B-2 Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy
Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to
accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan,
and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. Each Non-Controlling Note
Holder, the Note B-1 Holder and the Note B-2 Holder in its capacity as such, hereby agrees that, upon the request of the Note A-1-1
Holder, such Non-Controlling Note Holder, Note B-1 Holder or Note B-2 Holder, as applicable, shall execute, acknowledge and


 






    41


    


    

 


deliver
to the Note A-1-1 Holder all and every such further deeds, conveyances and instruments as the Note A-1-1 Holder may reasonably
request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection
with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.


 


Section 11.           
Cure Rights of Controlling Noteholder.


 


(a)         
Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any payment of principal
or interest on the Mortgage Loan by the end of the applicable grace period (the “Grace Period”) for such payment
permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Note A-1-1 Holder shall provide
notice to the Note B-1 Holder and the Controlling Noteholder Representative (in each case, unless a Control Appraisal Period has
occurred and is continuing) of such default (the “Monetary Default Notice”). If the Note B-1 Holder or Controlling
Noteholder Representative (in each case, unless a Control Appraisal Period has occurred and is continuing) has not cured such Monetary
Default within five (5) Business Days after receiving the Monetary Default Notice, the Note A-1-1 Holder shall deliver an additional
copy of the Monetary Default Notice that contains a statement in boldface font that this is a second notice and that the Note B-1
Holder’s or the Controlling Noteholder Representative’s failure to cure such Monetary Default within five (5) Business
Days after receiving such second notice will result in the termination of the right to cure such Monetary Default. The Note B-1
Holder (unless a Control Appraisal Period has occurred and is continuing) shall have the right, but not the obligation, to cure
such Monetary Default after receiving the first Monetary Default Notice and until the period ending (3) Business Days after receiving
the second Monetary Default Notice (the “Cure Period”) and at no other times. At the time a payment is made
to cure a Monetary Default, the Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) shall pay or
reimburse the Note A-1-1 Holder for all unreimbursed Advances (whether or not recoverable with respect to Senior Notes, including
principal and interest advances made with respect to Non-Lead Securitization Notes under the Non-Lead Servicing Agreement), Advance
Interest Amounts, any unpaid fees to any Servicer specifically provided for in the Servicing Agreement and any Additional Servicing
Expenses. The Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) shall not be required, in order
to effect a cure hereunder, to pay any default interest or late charges under the Loan Documents. So long as a Monetary Default
exists for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default
by the Note A-1-1 Holder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating
the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure
or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property;
or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent
the Note A-1-1 Holder from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by
a Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3
or Section 4, as applicable.


 


(b)         
Notwithstanding anything to the contrary contained in Section 11(a), the Note B-1 Holder shall be limited to
a combined total of four (4) cures of Monetary Defaults, no more than three (3) of which may be consecutive, or Non-Monetary Defaults
over the term of the


 






    42


    


    

 


Mortgage
Loan. Additional Cure Periods shall only be permitted with the consent of the Note A-1-1 Holder.


 


(c)         
No action taken by the Note B-1 Holder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower
of its obligations under the Mortgage Loan Documents and the Senior Note Holder’s rights under the Mortgage Loan Documents
shall not be waived or prejudiced by virtue of the Note B-1 Holder’s actions under this Agreement. Subject to the terms of
this Agreement, the Note B-1 Holder shall be subrogated to the Senior Note Holder’s rights to any payment owing to the Senior
Note Holders for which the Note B-1 Holder makes a cure payment as permitted under this Section 11 but such subrogation
rights may not be exercised against the Mortgage Loan Borrower until 91 days after the Note is paid in full.


 


(d)         
If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary
Default”), the Note A-1-1 Holder shall promptly provide notice to the Note B-1 Holder and the Note B Holder Representative
(in each case, unless a Control Appraisal Period has occurred and is continuing) of such failure (the “Non-Monetary Default
Notice”) and the Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) shall have the right,
but not the obligation, to cure such Non-Monetary Default within the same period of time as the Mortgage Loan Borrower under the
Mortgage Loan Documents to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible
of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently
pursued by the Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing), the Note B-1 Holder (unless
a Control Appraisal Period has occurred and is continuing) shall be given an additional period of time as is reasonably necessary
to enable the Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) in the exercise of due diligence
to cure such Non-Monetary Default for so long as (i) the Note B-1 Holder (unless a Control Appraisal Period has occurred and is
continuing) diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Note B-1 Holder (unless a Control
Appraisal Period has occurred and is continuing) makes all cure payments that it is permitted to make in accordance with the terms
and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv)
such Non-Monetary Default is not caused by an Insolvency Proceeding or during such period of time that the Note B-1 Holder (unless
a Control Appraisal Period has occurred and is continuing) has to cure a Non-Monetary Default in accordance with this Section 11(d)
(the “Non-Monetary Default Cure Period”), an Insolvency Proceeding does not occur and (v) during such Non-Monetary
Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of
the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain
a statement in boldface font that the Note B-1 Holder’s or the Note B Holder Representative’s failure to cure
such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the
termination of the right to cure such Non-Monetary Default. The Note B-1 Holder (unless a Control Appraisal Period has occurred
and is continuing) shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this
11(d) unless it is in conjunction with the Special Servicer or the Note B-1 Holder (unless a Control Appraisal Period has
occurred and is continuing) has obtained the prior written consent of the Note A-1 Holder.


 






    43


    


    

 


Section 12.           
Purchase of the Senior Notes By Note B Holder. Each Note B Holder shall have the right, by written notice to each
Senior Note Holder (a “Noteholder Purchase Notice”), delivered at any time an Event of Default under the Mortgage
Loan has occurred and is continuing, to purchase, in immediately available funds, Senior Notes in whole but not in part at the
applicable Defaulted Mortgage Loan Purchase Price. For avoidance of doubt, if the B Note Holder elects to exercise its right to
purchase a Note pursuant to this Section 12, it must purchase each Senior Note. Upon the delivery of the Noteholder
Purchase Notice to each Senior Note, each Senior Note Holder shall sell (and the Note B Holder shall purchase) the Senior Notes
(including, without limitation, any Notes therein) at the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Defaulted
Note Purchase Date”) not less than ten (10) and not more than thirty (30) days after the date of the Noteholder Purchase
Notice, as shall be established by the Note A-1-1 Holder. In the event that the Note B Holder’s shall fail to purchase the
Senior Note on or prior to the Defaulted Note Purchase Date, then the Note B Holder shall no longer have the right to purchase
the Senior Notes under this Section 12. The Note B Holder agrees that the sale of the Senior Notes shall comply with
all requirements of the Servicing Agreement and that all costs and expenses related thereto shall be paid by the Note B Holder.
The Defaulted Mortgage Loan Purchase Price shall be calculated by the Note A-1-1 Holder (or the Servicer on its behalf) three (3)
Business Days prior to the Defaulted Note Purchase Date (and such calculation shall be accompanied by a listing of all amounts
included in the Defaulted Mortgage Loan Purchase Price), and shall, absent manifest error, be binding upon the Note B Holder. Concurrently
with the payment to each Senior Note Holder in immediately available funds of its respective portion of the applicable Defaulted
Mortgage Loan Purchase Price, each Senior Note Holder will execute at the sole cost and expense of the Note B Holder in favor of
the Note B Holder assignment documentation which will assign the applicable Senior Notes and the Mortgage Loan Documents without
recourse, representations or warranties (except each Senior Note Holder will represent and warrant that it had good and marketable
title to, was the sole owner and holder of, and had power and authority to deliver the Mortgage Loan or Note, as applicable, free
and clear of all liens and encumbrances (other than the interest created by Note B)). The right of the Note B Holder to purchase
the Senior Notes shall automatically terminate upon a foreclosure sale, sale by power of sale or delivery of a deed in lieu of
foreclosure with respect to the Mortgaged Property (and the Note A-1-1 Holder shall give the Note B Holder ten (10) days’
notice of its intent with respect to such action). Notwithstanding the foregoing sentence, if title to the Mortgaged Property is
transferred to the Servicer (or other nominee on behalf of the Noteholders) less than ten (10) days after the acceleration
of the Mortgage Loan, the Note A-1-1 Holder shall notify the Note B Holder of such transfer and the Note B Holder shall have a
fifteen (15) day period from the date of such notice from the Note A-1-1 Holder to deliver the Noteholder Purchase Notice
to each Senior Note Holder, in which case the Note B Holder will be obligated to purchase the Mortgaged Property, in immediately
available funds, within such fifteen (15) day period at the applicable Defaulted Mortgage Loan Purchase Price. Any such purchase
of the Senior Notes by the Note B Holder shall be free and clear of any liens.


 


Section 13.           
Representations of Note B Holder. Each Note B Holder represents, and it is specifically understood and agreed, that
it is acquiring its respective B Note for its own account in the ordinary course of its business and each Senior Note Holder shall
otherwise have no liability or responsibility to the Note B Holder except as expressly provided herein or for actions that are
taken or omitted to be taken by such Senior Note Holder that constitute gross


 






    44


    


    

 


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


 


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


 


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


 


Section 14.           
Representations of the Senior Note Holder. Each Senior Note Holder represents and warrants that the execution, delivery
and performance of this Agreement is within their corporate powers, has been duly authorized by all necessary corporate action,
and does not contravene such Senior Note Holder’s charter or any law or contractual restriction binding upon such Senior
Note Holder, and that this Agreement is the legal, valid and binding obligation of such Senior Note Holder enforceable against
it in accordance with its terms. Each Senior Note Holder represents and warrants that it is duly organized, validly existing, in
good standing and possession of all licenses and authorizations necessary to carry on their business. Each Senior Note Holder represents
and warrants that (a) this Agreement has been duly executed and delivered by such Senior Note Holder, (b) to such Senior
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 Senior Note Holder have
been obtained or made and (c) to such Senior Note Holder’s actual knowledge, there is no pending action, suit or proceeding,
arbitration or governmental


 






    45


    


    

 


investigation
against such Senior Note Holder, an adverse outcome of which would materially and adversely affect its performance under this
Agreement.


 


Section 15.           
Independent Analysis of the Note B Holder. Each Note B Holder acknowledges that it has, independently and without
reliance upon the Senior Note Holders, except with respect to the representations and warranties provided by the Senior Note Holders
herein, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to
purchase its respective B Note and such Note B Holder accepts responsibility therefor. Each Note B Holder hereby acknowledges that,
other than the representations and warranties provided herein, the Senior Note Holders have made no representations or warranties
with respect to the Mortgage Loan, subject to such representations and warranties as provided by the Senior Note Holders herein,
and that the Senior Note Holders shall have no responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity,
enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished
or to be furnished to the Senior Note Holders in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency
or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage
Loan Borrower. Each Note B Holder assumes all risk of loss in connection with its respective B Note except as specifically set
forth herein.


 


Section 16.           
No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken
pursuant hereto shall be deemed to constitute the relationship created hereby among any of the Noteholders as a partnership, association,
joint venture or other entity. No Senior Note Holder shall have any obligation whatsoever to offer to any Note B Holder the opportunity
to purchase a Note interest in any future loans originated by such Senior Note Holder or their Affiliates and if any Senior Note
Holder chooses to offer to any Note B Holder the opportunity to purchase a Note interest in any future mortgage loans originated
by such Senior Note Holder or their Affiliates, such offer shall be at such purchase price and interest rate as such Senior Note
Holder chooses, in its sole and absolute discretion. Each Note B Holder shall not have any obligation whatsoever to purchase from
such Senior Note Holder a Note interest in any future loans originated by such Senior Note Holder or their Affiliates.


 


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


 


Section 18.           
Other Business Activities of the Noteholders. Each Note B Holder acknowledges that each Senior Note Holder or their
respective Affiliates may make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage
Loan Borrower or any direct or indirect parent or Affiliate thereof, any entity that is a holder of debt secured by direct or indirect
ownership interests in the Mortgage Loan Borrower or any Affiliate thereof or any entity that is a holder of a preferred equity
interest in the Mortgage Loan Borrower 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.


 






    46


    


    

 


Section 19.           
Sale of Note B-1, Note B-2, Note A-1 and Note A-2.


 


(a)         
Each Note B Holder agrees that it will not Transfer all or any portion of its respective B Note without each Senior Note
Holder’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, provided,
that (i) each Note B Holder shall have the right to Transfer its respective Note, or any portion thereof, to a Qualified Institutional
Lender without obtaining such Senior Note Holder’s prior written consent, provided, that promptly after the Transfer,
each Senior Note Holder is provided with (x) a representation from a transferee or such Note B Holder certifying that such transferee
is a Qualified Institutional Lender, (y) a copy of the assignment and assumption agreement referred to in Section 20
and (z) such transfer would not cause such B Note to be held by more than five persons nor cause there to be no one person owning
a majority of the B Note and (ii) if the Note B Holder wants to Transfer a B Note, or any portion thereof, to an entity that is
not a Qualified Institutional Lender after a Securitization, no consent of applicable Senior Note Holder shall be required, but
such Note B Holder shall first obtain (and deliver to the applicable Senior Note Holder) Rating Agency Confirmation. If Note B
is held by more than one Note B Holder at any time, the holders of a majority of the Principal Balance of Note B shall immediately
appoint a representative to exercise all rights of Note B hereunder. Notwithstanding the foregoing, without each Senior Note Holder’s
prior consent, which may be withheld in such Senior Note Holder’s sole discretion, each Note B Holder shall not Transfer
all or any portion of Note B 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 Note B Holder agrees it will pay the reasonable
out of pocket expenses of each Senior Note Holder (including all expenses of the Master Servicer and the Special Servicer) in connection
with any such Transfer. The Agent shall provide two Business Days prior written notice to each Rating Agency of any Transfer. Each
Senior Note Holder agrees that it will not Transfer its related Note except to a Qualified Institutional Lender. Promptly after
the Transfer, each non-transferring Senior Note Holder shall be provided with (x) a representation from a transferee or the
applicable Senior Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer
to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this
Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement
referred to in Section 19. If a Senior 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 obtain (x) prior to a Securitization, the consent of each
non-transferring Senior Note Holder or (2) after a Securitization of a Senior Note Holder, a Rating Agency Confirmation.


 


(b)        
Notwithstanding the foregoing, Note B Holder shall have the right, without the need to obtain the consent of the Senior
Note Holders or any other Person, to Transfer 49% or less (in the aggregate) of its interest in Note B to a Person that has no
direct rights with respect to Note B or to a Qualified Institutional Lender; provided that any such Transfer shall be made
in accordance with the terms of this Section 19. Notwithstanding anything herein to the contrary, the Note B Holder
shall not Transfer all or any portion of Note B 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. All Transfers under Section 19(a)
and (b) shall be made upon written notice to the Senior Note Holders not later than the date of such Transfer, and each
transferee shall (i) execute an


 






    47


    


    

 


assignment
and assumption agreement whereby such transferee assumes all or a ratable portion, as the case may be, of the obligations of the
Note B Holder hereunder with respect to Note B from and after the date of such assignment (or, in the case, of a pledge, collateral
assignment or other encumbrance made in accordance with Section 19(e) by the Note B Holder of Note B solely as security
for a loan to the Note B Holder made by a third-party lender whereby the Note B Holder remains fully liable under this Agreement,
on or before the date on which such lender succeeds to the rights of the Note B Holder by foreclosure or otherwise, such third-party
lender executes an agreement that such lender shall be bound by the terms and provisions of this Agreement and the obligations
of the Note B Holder hereunder) and (ii) agree and acknowledge that the servicing of the Mortgage Loan shall be governed
by the Servicing Agreement, unless the Servicing Agreement is not then in effect with respect to the Mortgage Loan, in which event
the parties will enter into or agree to be bound by any replacement servicing agreement therefor in accordance with the provisions
hereof. Upon the consummation of a Transfer of all or any portion of Note B in accordance with this Agreement, the transferring
Person shall be released from all liability arising under this Agreement with respect to Note B (or the portion thereof that was
the subject of such Transfer), for the period after the effective date of such Transfer (it being understood and agreed that the
foregoing release shall not apply in the case of a sale, assignment, transfer or other disposition of a participation interest
in Note B as described in clause (c) below). In connection with any such permitted transfer of a portion of Note B and for
all purposes of this Agreement, the Senior Note Holders need only recognize the majority holder of Note B for purposes of notices,
consents and other communications between the Senior Note Holders and such majority holder of Note B shall be the only Person
authorized hereunder to exercise any rights of the Note B Holder under this Agreement; provided, however, the majority
holder of Note B may from time to time designate any other Person as an additional party entitled to receive notices, consents
and other communications and/or to exercise rights on behalf of the Note B Holder hereunder by delivering written notice thereof
to a Senior Note Holder, and, from and after delivery of such notice, such designee shall be so authorized hereunder and shall
be the only party entitled to receive such notices, consents and such other communications and/or to exercise such rights.


 


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


 


(d)        
[Reserved]


 






    48


    


    

 


(e)        
Notwithstanding any other provision hereof, any Noteholder may pledge (a “Pledge”) its Note to any entity
(other than the Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit or repurchase facility to such Noteholder
and that is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least
“A” (or the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions
set forth in this Section 19(e), it being further agreed that a financing provided by a Note Pledgee to a Noteholder
or any person which Controls such Noteholder that is secured by such Noteholder’s interest in the applicable Note and is
structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided that a Note Pledgee
which is not a Qualified Institutional Lender may not take title to the pledged Note without the consent of each other Noteholder
and, after a Securitization, Rating Agency Confirmation. Upon written notice by the applicable Noteholder to the other Noteholders
and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee), each of the other
holders agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any
default by the pledging Noteholder in respect of its obligations under this Agreement of which default such Noteholder has actual
knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Noteholder in
respect of its obligations to the other Noteholder hereunder, but such Note Pledgee shall not be obligated to cure any such default;
(iii) that no amendment, modification, waiver or termination of this Agreement shall be effective against such Note Pledgee
without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that
such other Noteholder shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously with
the giving of same to the pledging Noteholder and accept any cure thereof by such Note Pledgee which such pledging Noteholder has
the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Noteholder; (v) that such
other Noteholder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided
that any such certificate(s) shall be in a form reasonably satisfactory to such other Noteholder; and (vi) that, upon written
notice (a “Redirection Notice”) to the other Noteholders and any Servicer by such Note Pledgee that the pledging
Noteholder is in default, beyond any applicable cure periods, under the pledging Noteholder’s obligations to such Note Pledgee
pursuant to the applicable credit agreement between the pledging Noteholder and such Note Pledgee (which notice need not be joined
in or confirmed by the pledging Noteholder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee,
Note Pledgee shall be entitled to receive any payments that any Noteholder or Servicer would otherwise be obligated to pay to the
pledging Noteholder from time to time pursuant to this Agreement or any Servicing Agreement. Any pledging Noteholder hereby unconditionally
and absolutely releases the other Noteholders and any Servicer from any liability to the pledging Noteholder on account of any
Noteholder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer or any such other Noteholder
to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the
pledging Noteholder to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance
with applicable law and this Agreement. In such event, the Noteholders and any Servicer shall recognize such Note Pledgee (and
any transferee other than the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at
any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns,
as the successor to the pledging Noteholder’s rights,


 






    49


    


    

 


remedies
and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the
obligations of the pledging Noteholder hereunder accruing from and after such Transfer (i.e., realization upon the collateral
by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under
this Section 19(e) shall remain effective as to any Noteholder (and any Servicer) unless and until such Note Pledgee
shall have notified any such Noteholder (and any Servicer, as applicable) in writing that its interest in the pledged Note has
terminated.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 20.           
Registration of Transfer. In connection with any Transfer of a Note (but excluding any Pledgee unless and until it
realizes on its Pledge), a transferee shall execute an assignment and assumption agreement whereby such transferee assumes all
of the obligations of the applicable Noteholder hereunder with respect to such Note thereafter accruing and agrees to be bound
by the terms of this Agreement, including the restriction on Transfers set forth in Section 19, from and after the
date of such assignment. Notwithstanding the preceding sentence, a Trustee shall not be required to execute an assignment and assumption
agreement in connection with any Transfer of a Note if the obligations are assumed pursuant to the Servicing Agreement. No transfer
of a Note may be made unless it is registered on the Note Register, and the Agent


 






    50


    


    

 


shall
not recognize any attempted or purported transfer of any Note in violation of the provisions of Section 19 and this
Section 20. Any such purported transfer shall be absolutely null and void and shall vest no rights in the purported
transferee. Each Noteholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Agent and any other
Noteholder against any liability that may result if the transfer is not made in accordance with the provisions of this Agreement.
Upon a Securitization of Note A-1, the Servicer shall automatically become and be the Agent.


 


Section 21.           
Registration of the Notes. The Agent shall keep or cause to be kept at the Agent Office books (the “Note
Register”) for the registration and transfer of the Notes. The Agent shall serve as the initial Note registrar and the
Agent hereby accepts such appointment. The names and addresses of the holders of the Notes and the names and addresses of any transferee
of any Note of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to
in Section 20, shall be registered in the Note Register. The Person in whose name a Note is so registered shall be
deemed and treated as the sole owner and holder thereof for all purposes of this Agreement, except in the case of the Initial Note
A-1 Holder, Deutsche Bank AG, acting through its New York Branch, as Note A-2 Holder, Initial Note B-1 Holder and Deutsche Bank
AG, acting through its New York Branch, as Note B-2 Holder who may hold their Notes through a nominee. Upon request of a Noteholder,
the Agent shall provide such party with the names and addresses of the Noteholders. To the extent another party is appointed as
Agent hereunder, each Senior Note Holder and each Note B Holder hereby designates such person as its agent under this Section 21
solely for purposes of maintaining the Note Register.


 


Section 22.           
Statement of Intent. The Agent and each Noteholder intend that the Notes be classified and maintained as a grantor
trust under subpart E, part I of subchapter J of chapter 1 of the Code that is a fixed investment trust within the meaning of Treasury
Regulation §301.7701-4(c), and the parties will not take any action inconsistent with such classification. It is neither the
purpose nor the intent of this Agreement to create a partnership, joint venture, “taxable mortgage pool” or association
taxable as a corporation among the parties.


 


Section 23.           
No Pledge. This Agreement shall not be deemed to represent a pledge of any interest in any Mortgage Loan by any Noteholder
to another Noteholder. Except as otherwise provided in this Agreement and the Servicing Agreement, the Note B Holder shall not
have any interest in any property taken as security for any Mortgage Loan, provided, however, that if any such property
or the proceeds of any sale, lease or other disposition thereof shall be received, then the Note B Holder shall be entitled to
receive its share of such application in accordance with the terms of this Agreement and/or the Servicing Agreement.


 


Section 24.           
Cooperation in Securitization.


 


(a)        
Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization.
In connection with a Securitization of a Senior Note, at the request of the related Noteholder, each other Noteholder shall use
commercially reasonable efforts, at the requesting Noteholder’s expense, to satisfy, and to cooperate with the requesting
Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the requesting Noteholder
customarily adheres or which may be reasonably


 






    51


    


    

 


required
in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to,
as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the requesting Noteholder
in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case,
as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either
in connection with the Securitization or otherwise at any time prior to the Securitization no other Noteholder shall be required
to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection
therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to
or priority of any payments to be made to, such Noteholder, (ii) increase such Noteholder’s obligations or decrease such
Noteholder’s rights, remedies or protections hereunder or under any Mortgage Loan Document, or (iii) otherwise materially
adversely affect the rights and interests of such Noteholder. In connection with any such Securitization of a Senior Note, each
other Noteholder agrees to provide for inclusion in any disclosure document relating to the related Securitization such customary
non-confidential information concerning such Noteholder as the requesting Noteholder reasonably determines to be necessary to
satisfy its disclosure obligations in connection with its Securitization. Each Noteholder covenants and agrees that if it is not
the requesting Noteholder, it shall use commercially reasonable efforts to cooperate with the requests of each Rating Agency and
the requesting Noteholder in connection with the preparation of any offering documents in connection with the Securitization,
and to review and respond reasonably promptly with respect to any information relating to it in any Securitization document, all
at the cost and expense of the requesting Noteholder. Each Noteholder acknowledges that the information provided by it to the
requesting Noteholder pursuant to this Section 24 may be incorporated into the offering documents for a Securitization.
A requesting Senior Note Holder and each Rating Agency shall be entitled to rely on the information supplied by each other Noteholder
pursuant to this Section 24.


 


(b)        
The Senior Note Holder securitizing its Note may, at its election, deliver to each other Noteholder drafts of the preliminary
and final Securitization offering memoranda, prospectus, preliminary prospectus and any other disclosure documents and (in the
case of the Lead Securitization) the Servicing Agreement simultaneously with distributions of any such documents to the general
working group of the related Securitization. Each other Noteholder may, at its election, review and comment thereon insofar as
it relates to such other Noteholder and/or its Note, and, if such other Noteholder elects to review and comment, such other Noteholder
shall review and comment thereon as soon as possible (but in no event later than (i) in the case of the first draft thereof,
two (2) Business Days after receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline provided to the
general working group of the related Securitization for review and comment), and if such other Noteholder fails to respond within
such time, such other Noteholder shall be deemed to have elected to not comment thereon. In the event of any disagreement between
any such other Noteholder with respect to the preliminary and final offering memoranda, prospectus, free writing prospectus or
any other disclosure documents the requesting Noteholder’s determination shall control. No such other Noteholder shall have
any obligation or liability with respect to any such offering documents other than the accuracy of any comments it elects to make
regarding itself.


 






    52


    


    

 


(c)               
Notwithstanding anything herein to the contrary, each Noteholder acknowledges and agrees that (i) no other Noteholder shall
be required to incur any out-of-pocket expenses in connection with its Securitization of such Note, and (ii) any such other Noteholder
shall only be required to disclose such customary non-confidential information reasonably determined by the requesting Noteholder
to be necessary to satisfy its disclosure obligations in connection with its Securitization.


 


Section 25.           
Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED
TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND
DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


Section 26.            
Submission To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


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


 


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


 


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


 


(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.


 






    53


    


    

 


Section 27.          
Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed
by the parties hereto (other than as set forth in Section 5(b)). The Agent shall provide two Business Days prior written
notice to each Rating Agency of any material modification to this Agreement.


 


Section 28.          
Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns. Except as provided herein, none of the provisions of this Agreement
shall be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 19, each Noteholder
may assign or delegate its rights or obligations under this Agreement. Upon any such assignment, the assignee shall be entitled
to all rights and benefits of the applicable Noteholder hereunder, including, without limitation, the right to make further assignments
and grant additional Notes.


 


Section 29.          
Counterparts. This Agreement may be executed in any number of counterparts and all of such counterparts shall together
constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document
Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.


 


Section 30.          
Captions. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference
only and are not intended to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration
in the construction of this Agreement.


 


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


 


Section 32.          
Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject
matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.


 


Section 33.          
Withholding Taxes.


 


(a)               
If a Senior Note Holder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from interest,
fees or other amounts payable to the Note B Holder with respect to the Mortgage Loan as a result of the Note B Holder constituting
a Non-Exempt Person, the Note A-1-1 Holder, in its capacity as servicer, shall be entitled to do so with respect to the Note B
Holder’s interest in such payment (all withheld amounts being deemed paid to the Note B Holder), provided that the
Note A-1-1 Holder shall furnish such Note B 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 B Holder to


 






    54


    


    

 


seek
any allowable credits or deductions for the Taxes so withheld in each jurisdiction in which the Note B Holder is subject to tax.


 


(b)        
Each Note B Holder shall and hereby agrees to indemnify the Note A-1-1 Holder against and hold the Note A-1-1 Holder harmless
from and against any Taxes, interest, penalties and attorneys’ fees and disbursements arising or resulting from any failure
of the Note A-1-1 Holder (or the Servicer on its behalf) to withhold Taxes from payment made to such Note B Holder in reliance
upon any representation, certificate, statement, document or instrument made or provided by such Note B Holder to the Note A-1-1
Holder in connection with the obligation of the Note A-1-1 Holder to withhold Taxes from payments made to the Note B Holder, it
being expressly understood and agreed that (i) the Note A-1-1 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 B Holder shall, upon request of the Note A-1-1 Holder and at its sole cost
and expense, defend any claim or action relating to the foregoing indemnification using counsel selected by the Note A-1-1 Holder.


 


(c)         
Each Note B Holder represents to the Senior Note Holders (for the benefit of the Mortgage Loan Borrower) that it is not
a Non-Exempt Person and that neither the Note A-1-1 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, such Note B Holder shall
deliver to the Note A-1-1 Holder or Servicer, as applicable, evidence satisfactory to the Note A-1-1 Holder substantiating that
such Note B Holder is not a Non-Exempt Person and that the Note A-1-1 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 the Note B Holder is created or organized under the laws of the United States, any state thereof or the District
of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Note A-1-1 Holder an Internal Revenue
Service Form W-9 and (ii) if the Note B 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, the Note B Holder shall satisfy the
requirements of the preceding sentence by furnishing to the Note A-1-1 Holder Internal Revenue Service Form W-8ECI, Form W-8IMY
(with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by the Note
B Holder, as evidence of the Note B Holder’s exemption from the withholding of United States tax with respect thereto. The
Note A-1-1 Holder shall not be obligated to make any payment hereunder to any Note B Holder in respect of its respective B Note
or otherwise until such Note B Holder shall have furnished to the Note A-1-1 Holder the requested forms, certificates, statements
or documents.


 


Section 34.         
Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Notes) will
be held by the Note A-1-1 Holder (or a custodian acting on behalf of the Note A-1-1 Holder) on behalf of the registered holders
of the Notes.


 






    55


    


    

 


Section 35.         
Notices. All notices required hereunder shall be given by (i) telephone (confirmed promptly in writing) or shall
be in writing and personally delivered, (ii) sent by facsimile transmission (during business hours) if the sender on the same day
sends a confirming copy of such notice by reputable overnight delivery service (charges prepaid), (iii) reputable overnight delivery
service (charges prepaid) or (iv) certified United States mail, postage prepaid return receipt requested, and addressed to the
respective parties at their addresses set forth on Exhibit B hereto, or at such other address as any party shall hereafter
inform the other party by written notice given as aforesaid. All written notices so given shall be deemed effective upon receipt.


 


All notices and reports
(including, without limitation, Asset Status Reports) required to be delivered hereunder by the Note A-1-1 Holder (or the Servicer
on its behalf) to the Note B Holder (or its Note B Holder Representative), or by the Note B Holder (or its Note B
Holder Representative) to the Note A-1-1 Holder (or the Servicer on its behalf), shall also be delivered by the applicable party
to the Note B Holder.


 


Section 36.          
Broker. Each Noteholder represents to each other Noteholder that no broker was responsible for bringing about this
transaction.


 


Section 37.          
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 20;


 


(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 of the Noteholders 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 20; and


 


(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.


 






    56


    


    

 


Section 38.          
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Note
A-1-1 Holder. In the event that the Agent is terminated pursuant to this Section 38, all of its rights and obligations
under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination.


 


The Agent may resign
at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this
Agreement and perform the duties of the Agent hereunder. JPMorgan Chase Bank, National Association, as Initial Agent, may transfer
its rights and obligations to the Servicer, as successor Agent, at any time without the consent of any Noteholder. JPMorgan Chase
Bank, National Association, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor
Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer
to act as successor Agent. The termination or resignation of such Servicer, as Servicer under the Servicing Agreement, shall be
deemed a termination or resignation of such Servicer as Agent under this Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 




    57


    


    

 


IN WITNESS WHEREOF, JPMorgan
Chase Bank, National Association and Deutsche Bank AG, acting through its New York Branch, have caused this Agreement to be duly
executed as of the day and year first above written.


 





	 	JPMORGAN CHASE BANK, NATIONAL

 ASSOCIATION, as Initial Note A-1 Holder 

and Initial Agent
	 	 	 
	 	By:	/s/ Bradley J. Hom
	 	 	Name: Bradley J. Hom
	 	 	Title:   Executive Director



 


		DEUTSCHE BANK AG, ACTING 

THROUGH
ITS NEW YORK BRANCH, as 

Note A-2 Holder
	 	 	 
	 	By:	/s/ Natalie Grainger
	 	 	Name: Natalie Grainger
	 	 	Title:   Director




 


		By:	/s/ Matt Smith
	 	 	Name: Matt Smith
	 	 	Title:   Director







 


		JPMORGAN CHASE BANK, NATIONAL


ASSOCIATION, as Initial Note B-1 Holder
	 	 	 
	 	By:	/s/ Bradley J. Hom
	 	 	Name: Bradley J. Hom
	 	 	Title:   Executive Director




 


		DEUTSCHE BANK AG, ACTING 

THROUGH
ITS NEW YORK BRANCH, 

as Note B-2 Holder
	 	 	 
	 	By:	/s/ Natalie Grainger
	 	 	Name: Natalie Grainger
	 	 	Title:   Director




 


		By:	/s/ Matt Smith
	 	 	Name: Matt Smith
	 	 	Title:   Director




 





3 Columbus
Circle Co-Lender Agreement


 



    


    


    









  





EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


A.       Description
of Mortgage Loan:


 


	Mortgage Loan:	Loan Agreement, dated as of March 12, 2019 between JPMorgan Chase Bank, National Association, as Lender and 3 Columbus Circle LLC, 3 Columbus Circle LLC – Series A and 3 Columbus Circle LLC – Series B, collectively as Borrower
	Mortgage Loan Borrower:	3 Columbus Circle LLC, 3 Columbus Circle LLC – Series A and 3 Columbus Circle LLC – Series B
	Date of the Mortgage Loan and the Mortgage:  	March 12, 2019
	Initial Principal Amount of Mortgage Loan:	$500,500,000
	Location of Mortgaged Properties:	3 Columbus Circle, New York, New York 10019
	Initial Maturity Date:	March 11, 2029


 


B.       Description of
Note Interests:


 


	Initial Note A-1-1 Principal Balance:	$50,000,000
	Initial Note A-1-2 Principal Balance:	$75,000,000
	Initial Note A-1-3 Principal Balance:	$75,000,000
	Initial Note A-1-4 Principal Balance:	$40,000,000
	Initial Note A-1-5 Principal Balance:	$50,000,000
	Initial Note A-1-6 Principal Balance:	$35,000,000
	Initial Note A-1-7 Principal Balance:	$25,000,000
	Initial Note A-1-8 Principal Balance:	$17,500,000



  






    A-1


    


    

 





	Initial Note A-2-1 Principal Balance:	$25,000,000
	Initial Note A-2-2 Principal Balance:	$25,000,000
	Initial Note A-2-3 Principal Balance:	$25,000,000
	Initial Note A-2-4 Principal Balance:	$25,000,000
	Initial Note A-2-5 Principal Balance:	$22,500,000
	Initial Note B-1 Principal Balance:	$51,450,000
	Initial Note B-2 Principal Balance:	$53,550,000
	Senior Note Rate:	3.914%
	Initial Note B-1 Rate:	3.914%
	Initial Note B-2 Rate:	3.914%


 






    A-2


    


    




 


EXHIBIT B


 


Initial Note A-1 Holder:

JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Thomas Nicholas Cassino

Facsimile No.: (212) 834-6029


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: David Burkholder, Esq.

Facsimile No.: (704) 348-5200

E-mail: David.Burkholder@cwt.com


 


Note A-2 Holder:



Deutsche Bank AG,

New York Branch


 


Notice Address:

Deutsche Bank AG, New York Branch

60 Wall Street, 10th Floor

New York, New York 10005

Attention: Robert W. Pettinato, Jr.

Facsimile No.: (212) 797-4489

E-mail: Robert.Pettinato@db.com


 






    B-1


    


    

 


with a copy to:



Deutsche Bank AG, New York Branch

60 Wall Street, 10th Floor

New York, New York 10005

Attention: General Counsel

Facsimile No.: (646) 736-5721


 


Initial Note B-1 Holder:

JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: David Burkholder, Esq.

Facsimile No.: (704) 348-5200

E-mail: David.Burkholder@cwt.com


 


Note B-2 Holder:

Deutsche Bank AG, New York Branch


 


Notice Address:

Deutsche Bank AG, New York Branch

60 Wall Street, 10th Floor

New York, New York 10005

Attention: Robert W. Pettinato, Jr.

Facsimile No.: (212) 797-4489

E-mail: Robert.Pettinato@db.com


 




    B-2


    


    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 


		1.	Apollo Global Real Estate






		2.	Archon Capital, L.P.






		3.	AREA Property Partners






		4.	BlackRock, Inc.






		5.	The Blackstone Group International Ltd.






		6.	Capital Trust, Inc.






		7.	Clarion Partners






		8.	Colony Capital, Inc.






		9.	DLJ Real Estate Capital Partners






		10.	Eightfold Real Estate Capital, L.P.






		11.	Fortress Investment Group LLC






		12.	Garrison Investment Group






		13.	Goldman, Sachs & Co.






		14.	iStar Financial Inc.






		15.	J.E. Roberts Companies






		16.	Lend-Lease Real Estate Investments






		17.	LoanCore Capital






		18.	Lonestar Funds






		19.	Praedium Group






		20.	Raith Capital Partners, LLC






		21.	Rialto Capital Management, LLC






		22.	Rockpoint Group






		23.	Starwood Capital/Starwood Financial Trust






		24.	Torchlight Investors






		25.	Walton Street Capital, LLC






		26.	Westbrook Partners






		27.	WestRiver Capital






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



 






    C-1