Exhibit 4.14


 





EXECUTION VERSION


 


CO-LENDER AGREEMENT






 


Dated as of November 7, 2019





by and between






 


STARWOOD MORTGAGE CAPITAL LLC

(Initial Note A-1 Holder)


 


and


 


STARWOOD MORTGAGE CAPITAL LLC

(Initial Note A-2 Holder)


 


PARK CENTRAL TOWER


 




     


     


    

 


TABLE OF CONTENTS


 


Page


 




	Section 1.   	Definitions	1
	Section 2.   	Servicing of the Mortgage Loan	16
	Section 3.   	Priority of Payments	24
	Section 4.  	Workout	25
	Section 5.  	Administration of the Mortgage Loan	25
	Section 6.   	Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative	30
	Section 7.   	Appointment of Special Servicer	32
	Section 8.  	Payment Procedure	33
	Section 9.   	Limitation on Liability of the Note Holders	34
	Section 10.   	Bankruptcy	35
	Section 11.   	Representations of the Note Holders	35
	Section 12.   	No Creation of a Partnership or Exclusive Purchase Right	36
	Section 13.   	Other Business Activities of the Note Holders	36
	Section 14.  	Sale of the Notes	36
	Section 15.   	Registration of the Notes and Each Note Holder	39
	Section 16. 	Governing Law; Waiver of Jury Trial	40
	Section 17.   	Submission to Jurisdiction; Waivers	40
	Section 18.   	Modifications	41
	Section 19.   	Successors and Assigns; Third-Party Beneficiaries	41
	Section 20.   	Counterparts.	41
	Section 21.   	Captions	41
	Section 22.   	Severability	41
	Section 23.  	Entire Agreement	41
	Section 24.   	Withholding Taxes	41
	Section 25.   	Custody of Mortgage Loan Documents	43
	Section 26. 	Cooperation in Securitization	43
	Section 27.   	Notices	44
	Section 28.  	Broker	44
	Section 29.   	Certain Matters Affecting the Agent	44
	Section 30.   	Termination and Resignation of Agent	45
	Section 31.   	Resizing	45
	Section 32.   	Statement of Intent	46



 



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THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of November 15, 2019, by and between STARWOOD MORTGAGE CAPITAL LLC, a Delaware
limited liability company (“Starwood” and together with its successors and assigns in interest, in its capacity
as initial owner of Note A-1, the “Initial Note A-1 Holder,” and in its capacity as the initial agent,
the “Initial Agent”) and STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (together with
its successors and assigns in interest, in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”
and, together with the Initial Note A-1 Holder, the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), Starwood Mortgage Capital LLC (“Original Lender”) originated
a certain loan (the “Mortgage Loan”) described on the schedule attached hereto as Exhibit A (the “Mortgage
Loan Schedule”) to the mortgage loan borrowers described on the Mortgage Loan Schedule (together, the “Mortgage
Loan Borrower”), which was evidenced, inter alia, by two promissory notes (as amended, modified or supplemented,
the “Notes”): (i) one promissory note in the original principal amount of $35,000,000 (“Note A-1”)
made by the Mortgage Loan Borrower in favor of the Original Lender and (ii) one promissory note in the original principal amount
of $25,000,000 (“Note A-2”), made by the Mortgage Loan Borrower in favor of the Original Lender; and secured
by one or more mortgages or deeds of trust (together, as amended, modified or supplemented, the “Mortgage”)
on certain real property located as described in the Mortgage Loan Agreement (collectively, the “Mortgaged Property”);


 


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


 


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 by such term or other analogous term in the Lead Servicing Agreement. Whenever used in this Agreement, the following terms
shall have the respective meanings set forth below unless the context clearly requires otherwise.


 


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


 


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


 


“Agent Office”
shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement is located at
1601 Washington Avenue, Suite 800,


 






     


     


    

 


Miami Beach, Florida 33139, Attention: Leslie Fairbanks, and which is the address to which notices
to and correspondence with the Agent should be directed. The Agent may change the address of its designated office by notice to
the Note Holders.


 


“Agreement”
shall mean this Co-Lender Agreement, the exhibits and schedule hereto and all amendments hereof and supplements hereto.


 


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


 


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


 


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


 


“Certificate
Administrator” shall mean the certificate administrator or note administrator appointed as provided in the Lead Servicing
Agreement and any successor thereunder.


 


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


 


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


 


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


 


“Collection
Account” shall mean “Collection Account” or other analogous term as defined in the Lead Servicing Agreement.


 


“Companion Distribution
Account” shall mean “Companion Distribution Account,” “Whole Loan Custodial Account,” “Loan
Combination Custodial Account” or other analogous term as defined in the Lead Servicing Agreement.


 


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


 


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


 


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


 


“Control”
shall mean the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership
interests of an entity and the possession,


 






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directly or indirectly, of the power to direct or cause the direction of the management
or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise (“Controlled”
and “Controls” have meanings correlative thereto.)


 


“Controlling
Class Representative” shall have the meaning assigned to the term “Directing Certificateholder,” “Controlling
Class Representative” or an analogous term in the Lead Servicing Agreement.


 


“Controlling
Note Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 is included in the Lead Securitization,
references to the “Controlling Note Holder” herein shall mean the Controlling Class Representative or such other person(s)
otherwise assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent
provided in the Lead Servicing Agreement; provided that if at any time 50% or more of Note A-1 (or the class of securities
issued in the 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, Note A-1 (or the class of securities issued in the 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”)
shall not be entitled to exercise any rights of the Controlling Note Holder and the Note A-2 Holder shall be the Controlling Note
Holder unless 50% or more of Note A-2 (or the class of securities issued in the applicable 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; and provided, further,
that if at any time 50% or more of Note A-2 (or the class of securities issued in the applicable 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, Note A-2 (or the class
of securities issued in the applicable 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”) shall not be entitled
to exercise any rights of the Controlling Note Holder.


 


If 50% or more of each
of Note A-1 and Note A-2 (or the class of securities issued in the Lead Securitization and each 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 Controlling Note Holder.


 


In addition, the Lead
Servicing Agreement may contain additional limitations on the rights of such designated party entitled to exercise the rights of
the “Controlling Note Holder” hereunder if such designated party is the Mortgage Loan Borrower or if it has certain
relationships with the Mortgage Loan Borrower (which additional limitations shall, as and to the extent provided in the Lead Servicing
Agreement, accordingly limit the rights of the designated party to exercise any rights hereunder).


 


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





 



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


 


“Defaulted Mortgage
Loan” shall mean “defaulted mortgage loan,” “defaulted loan” or other analogous term under the
Lead Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Insolvency
Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or
any other insolvency, liquidation, reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action
for the dissolution of the Mortgage Loan Borrower, any proceeding (judicial or otherwise) concerning the application of the assets
of the Mortgage Loan Borrower for the benefit of its creditors, the appointment of or any proceeding seeking the appointment of
a trustee, receiver or other similar custodian for all or any substantial part of the assets of the Mortgage Loan Borrower or
any other action concerning the adjustment of the debts of the Mortgage Loan Borrower, the cessation of business by the Mortgage
Loan Borrower, except following a sale, transfer or other disposition of all or substantially all of the assets of the Mortgage
Loan Borrower in a transaction permitted under the Mortgage Loan Documents; provided, 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 refer to any such entity.


 


“Interest Rate”
shall mean the Interest Rate (as defined in the Mortgage Loan Documents).


 


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


 






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


 


“Lead Securitization”
shall mean the Note A-1 Securitization; provided that, if the Note A-2 Securitization occurs prior to the Note A-1 Securitization
Date, then the Note A-2 Securitization shall be the Lead Securitization until the Note A-1 Securitization Date, at which time the
Note A-1 Securitization shall be the Lead Securitization.


 


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


 


“Lead Securitization
Note” shall mean Note A-1; provided that, if the Note A-2 Securitization occurs prior to the Note A-1 Securitization
Date, then Note A-2 shall be the Lead Securitization Note until the Note A-1 Securitization Date, at which time Note A-1 shall
be the Lead Securitization Note.


 


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


 


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


 


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


 


“Lead Servicing
Agreement” shall mean the pooling and servicing agreement to be entered into in connection with the Lead Securitization
Note. The Servicing Standard in the Lead Servicing Agreement shall require, among other things, that each Servicer, in servicing
the Mortgage Loan, must take into account the interests of each Note Holder.


 


“Major Decisions”
shall have the meaning given to such term or any one or more analogous terms in the Lead Servicing Agreement; provided that
at any time that no Note is included in the Lead Securitization “Major Decision” shall mean:


 







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


 


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


 


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


 



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


 


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


 


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


 


(vii)       
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or
any consent to such a waiver or consent to a transfer of a Mortgaged Property or interests in the borrower;


 


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


 


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


 


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


 







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


 


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


 


(xiii)        any determination of an Acceptable Insurance Default (as defined in the Lead Servicing Agreement);


 


(xiv)        any determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer under the circumstances described
in paragraph (c) of


 



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the definition of “Specially Serviced Mortgage Loan” (as defined in the Lead Servicing Agreement);
or


 


(xv)         any approval of a Major Lease (as defined in the Mortgage Loan Documents) to the extent lender’s approval is required
by the Mortgage Loan Documents;.


 


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


 


“Monthly Payment
Date” shall mean the Monthly 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.


 


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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of November 7, 2019, between the Mortgage Loan Borrower and Starwood
Mortgage Capital LLC, a Delaware limited liability company, as lender, as the same may be further amended, restated, supplemented
or otherwise modified from time to time, subject to the terms hereof.


 


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


 


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


 







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


 


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


 


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


 


“New Notes”
shall have the meaning assigned to such term in Section 31.


 


“Non-Controlling
Note” shall mean Note A-2.


 


“Non-Controlling
Note Holder” shall mean the Note A-2 Holder; provided that at any time Note A-2 is included in a Securitization,
references to the “Non-Controlling Note Holder”


 



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herein shall mean the Non-Lead Securitization Subordinate Class Representative
with respect to the related Non-Lead Securitization or any other party assigned the rights to exercise the rights of the “Non-Controlling
Note Holder” hereunder, 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.


 


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 Lead 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
any Non-Controlling Note is split into two or more New Notes pursuant to Section 31, for purposes of this Agreement, the
applicable Non-Lead Servicing Agreement or the holders of such New Notes shall designate one party to deal with the 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. As of the
date hereof and until further notice from the applicable Non-Lead Securitization Note Holder (or the applicable Non-Lead Master
Servicer or another party acting on its behalf), the Initial Note A-2 Holder is the Non-Controlling Note Holder.


 


Prior to
Securitization of any Non-Lead Securitization Note (including any New Notes), all notices, reports, information or other
deliverables required to be delivered to the applicable Non-Lead Securitization Note Holder or the Non-Controlling Note
Holder pursuant to this Agreement or the Lead 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 Non-Controlling Note Holder
Representative (to the extent that the identity of the Non-Controlling Note Holder Representative is known) and, when so
delivered to the Non-Controlling Note Holder Representative, the Lead Securitization Note Holder (or the Master Servicer or
the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such
items hereunder or under the Lead Servicing Agreement. Following Securitization of any Non-Lead Securitization Note, all
notices, reports, information or other deliverables required to be delivered to the applicable Non-Lead Securitization Note
Holder or the Non-Controlling Note Holder pursuant to this Agreement or the Lead 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
Non-Lead Master Servicer (who then may forward such items to the party entitled to receive such items as and to the
extent provided in the Non-Lead Servicing Agreement) and, when so delivered to the Non-Lead Master Servicer, the Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have
satisfied its delivery obligations with respect to such items hereunder or under the Lead Servicing Agreement.


 


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


 



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


 


“Non-Lead Asset
Representations Reviewer” shall mean the “asset representations reviewer” or other analogous term under the
applicable Non-Lead Servicing Agreement.


 


“Non-Lead Certificate
Administrator” shall mean the “certificate administrator” or other analogous term under the applicable Non-Lead
Servicing Agreement.


 


“Non-Lead Depositor”
shall mean the “depositor” or other analogous term under the applicable Non-Lead Servicing Agreement.


 


“Non-Lead Master
Servicer” shall mean the “master servicer” or other analogous term under the applicable Non-Lead Servicing
Agreement.


 


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


 


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


 


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


 


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


 







“Non-Lead Servicing
Agreement” shall mean the pooling and servicing agreement, trust and servicing agreement or other similar agreement to
be entered into in connection with a Non-Lead Securitization.


 


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


 


“Non-Lead Securitization
Subordinate Class Representative” shall mean the holders of the majority of the class of securities issued in the applicable
Non-Lead Securitization designated as the “controlling class” pursuant to the related Non-Lead Servicing Agreement
or their duly appointed representative; provided that if 50% or more of the class of securities issued in such 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-Lead Securitization Subordinate Class Representative.


 



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


 


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


 


“Non-Lead Special
Servicer” shall mean the “special servicer” or other analogous term under the applicable Non-Lead Servicing
Agreement.


 


“Non-Lead Trustee”
shall mean the “trustee” or other analogous term under the applicable Non-Lead Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 







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


 


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


 


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


 


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


 


“Note A-2 Securitization
Date” shall mean the effective date on which the Securitization of Note A-2 is consummated.


 



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


 


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


 


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


 


“Notes”
shall mean, collectively, Note A-1 and Note A-2.


 


“Operating Advisor”
shall mean the “trust advisor,” “operating advisor” or other analogous term under the Lead Servicing Agreement.


 


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


 


“Percentage
Interest” shall mean, (a) with respect to the Note A-1 Holder, a fraction, expressed as a percentage, the numerator of
which is the Note A-1 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance and the Note
A-2 Principal Balance and (b) with respect to the Note A-2 Holder, a fraction, expressed as a percentage, the numerator of which
is the Note A-2 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance and the Note A-2 Principal
Balance.


 


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


 


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


 


“Pre-Securitization
Servicing Agreement” shall mean the related servicing or similar agreement between Starwood Mortgage Capital LLC and
Wells Fargo Commercial Mortgage Services, Inc., or certain affiliates thereof.


 


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


 



    11


     


    

 


“Qualified Institutional
Lender” shall mean each of the Initial Note Holders 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 the Initial Note Holders,
or


 


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


 







(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) any securitization of, (b) the creation of collateralized loan obligations
(“CLO”) secured by, or (c) a financing through an “owner trust” of, a Note or any interest
therein (any of the foregoing, a “Securitization Vehicle”), provided that (1) one or more classes
of securities issued by such Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies
that assigned a rating to one or more classes of securities issued in connection with a Securitization (it being understood that
with respect to any Rating Agency that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating
Agency Confirmation will not be required in connection with a transfer of such Note or any interest therein to such Securitization
Vehicle); (2) in the case of a Securitization Vehicle that is not a CLO, the special servicer of such Securitization Vehicle
(x) has a Required Special Servicer Rating, (y) is LNR Partners, LLC or (z) 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 CLO, the CLO Asset Manager
and, if applicable, each Intervening Trust Vehicle that is not


 



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administered and managed by a CLO Asset Manager which is a Qualified
Institutional Lender, are each a Qualified Institutional Lender under clauses (i), (ii), (iv) or (v) of this definition,
or


 


(iv)          an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital
commitments of at least $250,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified
Institutional Lender under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities
referred to in clause (i) or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing
member, or the fund manager responsible for the day-to-day management and operation of such investment vehicle and provided
that at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more
entities that are otherwise Qualified Institutional Lenders (without regard to the capital surplus/equity and total asset
requirements set forth below in the definition), or


 


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


 


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


 


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


 


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


 


“Rating
Agencies” shall mean DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P and their respective successors in
interest or, if any of such entities shall for any reason no longer perform the functions of a securities rating agency, any
other nationally recognized statistical rating agency reasonably designated by any Note Holder to rate the securities issued
in connection with the Securitization of the related Note; provided, however, that, at any time
during


 



    13


     


    

 


which the Mortgage Loan is an asset of one or more Securitizations, “Rating Agencies” or
“Rating Agency” shall mean only those rating agencies that are engaged from time to time to rate the
securities issued in connection with the Securitizations of the Notes.


 


“Rating
Agency Confirmation” shall mean prior to a Securitization with respect to any matter, confirmation in writing
(which may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so
specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating
assigned to any class of certificates (if then rated by the Rating Agency); provided that a written waiver or other
acknowledgment from the Rating Agency indicating its decision not to review the matter for which the Rating Agency
Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation from each Rating Agency
with respect to such matter and after a Securitization, the meaning given thereto or any analogous term in the Lead Servicing
Agreement or Non-Lead Servicing Agreement, as applicable, including any deemed Rating Agency Confirmation.


 


For the purposes of this
Agreement, if any Rating Agency (1) waives, declines or refuses, in writing, to review or otherwise engage any request for a confirmation
hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then
current rating of the securities issued pursuant to the related Securitization, or (2) does not reply to such request or responds
in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency
Confirmation and the related timing, notice and other applicable provisions set forth in the Lead Servicing Agreement and each
Non-Lead Servicing Agreement, as applicable, have been satisfied, then for such request only, the condition that such confirmation
by such Rating Agency (only) be obtained shall be deemed not to apply for purposes of this Agreement. For purposes of clarity,
any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not
be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation
hereunder and the condition for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply
regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.


 


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


 


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


 


“REMIC”
shall have the meaning assigned to such term in Section 5(e).


 


“Required Special
Servicer Rating” (1) at any time that the Lead Securitization Note is included in the Lead Securitization, shall have
the meaning assigned to such term or any analogous term in the Lead Servicing Agreement, and (2) at any other time, 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


 



    14


     


    

 


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 as the sole or material factor, (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 master servicer or special servicer, as applicable, 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, (v) in the case of KBRA, KBRA
has not cited servicing concerns of such special servicer as the sole or material factor in any qualification, downgrade or
withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or
withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination, and (vi) in
the case of DBRS, such special servicer is acting as special servicer in a commercial mortgage loan securitization that was
rated by DBRS within the twelve (12)-month period prior to the date of determination and DBRS has not downgraded or withdrawn
the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities
on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities as a
material reason for such downgrade or withdrawal.


 


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


 


“Scheduled Interest
Payment” shall mean the scheduled payment of interest due on the Mortgage Loan on a Monthly Payment Date.


 


“Scheduled Principal
Payment” shall mean the scheduled payment of principal due on the Mortgage Loan on a Monthly Payment Date.


 


“Securitization”
shall mean one or more sales by a Note Holder of all or a portion of such Note to a depositor or a similar person, 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, with respect to a Securitization, the effective date on which such Securitization is consummated.


 


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


 



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


 


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


 


“Servicer Termination
Event” shall have the meaning assigned to such term or such analogous term in the Lead Servicing Agreement or at any
time that the Mortgage Loan is no longer subject to the provisions of the Lead 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 mean “Servicing Advance” or other analogous term as defined in the Lead Servicing Agreement.


 







“Special Servicer”
shall mean the special servicer appointed as provided in the Lead Servicing Agreement and this Agreement.


 


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


 


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


 


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


 


“Trustee”
shall mean the trustee or its successor-in-interest, or any successor Trustee appointed as provided in the Lead Servicing Agreement.


 


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


 


Section 2.          Servicing of the Mortgage Loan.


 


(a)      
      Until the Lead Securitization Date, the Mortgage Loan shall be serviced pursuant
to the Pre-Securitization Servicing Agreement.


 


(b)          Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and
after the Lead Securitization Date; provided that the Master Servicer shall not be obligated to advance monthly
payments of principal


 



    16


     


    

 


or interest in respect of any Note
other than the Lead Securitization Note if such principal or interest is not paid by the Mortgage Loan Borrower but shall be
obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the maintenance of the
Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of this
Agreement and the terms of the Lead Servicing Agreement including any provisions governing the determination of
non-recoverability. Each Note Holder acknowledges that each other Note Holder may elect, in its sole discretion, to include
its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other
Note Holder, at such other Note Holder’s expense, to effect such Securitization. Subject to the terms and conditions of
this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer,
Operating Advisor, Certificate Administrator, the Asset Representations Reviewer and the Trustee under the Lead Servicing
Agreement by the Depositor and the appointment of the initial Special Servicer by the Controlling Note Holder as may be
replaced pursuant to the terms of the Lead Servicing Agreement and agrees to reasonably cooperate with the Master Servicer
and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Servicing Agreement.
Each Note Holder hereby irrevocably appoints the Master Servicer, the Special Servicer and the Trustee in the Lead
Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the
administration and servicing of the Mortgage Loan on its behalf under the Lead Servicing Agreement (subject at all times to
the rights of the Note Holder set forth herein and in the Lead Servicing Agreement). In no event shall the Lead Servicing
Agreement require the Servicer to enforce the rights of any Note Holder against any other Note Holder or limit the Servicer
in enforcing the rights of one Note Holder against any other Note Holder; however, this statement shall not be construed to
otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant
to the Lead Servicing Agreement to service the Mortgage Loan in accordance with the Servicing Standard, the terms of the
Mortgage Loan Documents, the Lead Servicing Agreement and applicable law, each Servicer shall provide information to each
Non-Lead Servicer under a Non-Lead Servicing Agreement to enable each such Non-Lead Servicer to perform its servicing duties
under the applicable Non-Lead Servicing Agreement and each Servicer shall not take any action or refrain from taking any
action or follow any direction inconsistent with the foregoing.


 


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


 



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(c)     
       The Master Servicer shall be the master servicer on the Mortgage Loan, and
from time to time it (or the Trustee or Special Servicer, to the extent provided in the Lead Servicing Agreement) (i) shall
be required to (and the Special Servicer may, under certain circumstances as provided in the Lead Servicing Agreement) make
Servicing Advances with respect to the Mortgage Loan, subject to the terms of the Lead Servicing Agreement and this
Agreement, and (ii) may be required to make P&I Advances on the Lead Securitization Note, if and to the extent provided
in the Lead Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable,
shall be entitled to reimbursement for a Servicing Advance, first from funds on deposit in the Collection Account or
Companion Distribution Account for the Mortgage Loan that (in any case) represent amounts received on or in respect of the
Mortgage Loan, and then, in the case of Nonrecoverable Servicing Advances, if such funds on deposit in the Collection
Account or Companion Distribution Account are insufficient, from general collections of the Lead Securitization as provided
in the Lead Servicing Agreement and from general collections of a Non-Lead Securitization as provided below. The Master
Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement for Advance Interest
Amounts on a Servicing Advance or a Nonrecoverable Servicing Advance, in the manner and from the sources provided in the Lead
Servicing Agreement, including from general collections of the Lead Securitization and, in the case of Servicing Advances or
Advance Interest Amount on a Servicing Advance, from general collections of a Non-Lead Securitization as provided below. To
the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from general collections of
the Lead Securitization as a reimbursement for a Nonrecoverable Servicing Advance or any Advance Interest Amounts on a
Servicing Advance or a Nonrecoverable Servicing Advance, each Non-Lead Securitization Note Holder (including from
general collections or any other amounts from any Non-Lead Securitization Trust) shall be required to, promptly following
notice from the Master Servicer, reimburse the Lead Securitization for its pro rata share of such Nonrecoverable
Servicing Advance or Advance Interest Amounts.


 


In addition, each Non-Lead
Securitization Note Holder (including, but not limited to, any Non-Lead Securitization Trust) shall be required to, promptly following
notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization for such Non-Lead Securitization
Note Holder’s pro rata share of any fees, costs or expenses incurred in connection with the servicing and administration
of the Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Depositor, as applicable, is entitled to be reimbursed pursuant to the Lead Servicing Agreement and any costs, fees
and expenses related to obtaining any Rating Agency Confirmation, to the extent amounts on deposit in the Collection Account or
Companion Distribution Account that are allocated to the related Non-Lead Securitization Note are insufficient for reimbursement
of such amounts and to the extent that funds from general collections in the Lead Securitization are applied towards the Lead Securitization
Note Holder’s pro rata share of the insufficiency. Each Non-Lead Note Holder agrees to indemnify (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 Lead 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 Servicing Agreement in respect of other mortgage loans) and (ii) the Lead Securitization


 



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Trust (such parties in clause
(i) and the Lead Securitization Trust, collectively, the “Indemnified Parties”) against any claims, losses,
penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred
in connection with the servicing and administration of the Mortgage Loan 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 Lead Servicing Agreement (collectively,
the “Indemnified Items”) to the extent of its pro rata share of such Indemnified Items, and to the extent
amounts on deposit in the Collection Account or Companion Distribution Account that are allocated to the related Non-Lead Securitization
Note are insufficient for reimbursement of such amounts, the related Non-Lead Securitization Note Holder shall be required to,
promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse each of the applicable Indemnified
Parties for its pro rata share of the insufficiency, (including, if a Non-Lead Securitization Note has been included in
a Securitization, from general collections or any other amounts from such Non-Lead Securitization Trust).


 







Any Non-Lead Master Servicer
may be required to make P&I Advances on the respective Non-Lead Securitization Note, from time to time, subject to the terms
of the related Non-Lead Servicing Agreement, the Lead Servicing Agreement and this Agreement. The Master Servicer, the Special
Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the Lead Securitization Note based on the information that they have on hand and in accordance with the Lead
Servicing Agreement. Any Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee, as applicable, shall be entitled
to make its own recoverability determination with respect to a P&I Advance to be made on the related Non-Lead Securitization
Note based on the information that they have on hand and in accordance with the applicable Non-Lead Servicing Agreement. The Master
Servicer and the Trustee, as applicable, and any Non-Lead Master Servicer or the Non-Lead Trustee, as applicable, shall be required
to notify the other of the amount of its P&I Advance within two business days of making such advance. If the Master Servicer,
the Special Servicer or the Trustee, as applicable (with respect to the Lead Securitization Note) or a Non-Lead Master Servicer,
Non-Lead Special Servicer or Non-Lead Trustee, as applicable (with respect to a Non-Lead Securitization Note), determines that
a proposed P&I Advance, if made, would be non-recoverable or an outstanding P&I Advance is or would be non-recoverable,
or if the Master Servicer, the Special Servicer or the Trustee, as applicable, subsequently determines that a proposed Servicing
Advance would be non-recoverable or an outstanding Servicing Advance is or would be non-recoverable, then the Master Servicer or
the Trustee (as provided in the Lead Servicing Agreement, in the case of a determination of non-recoverability by the Master Servicer,
the Special Servicer or the Trustee) or such Non-Lead Master Servicer or Non-Lead Trustee (as provided in the related Non-Lead
Servicing Agreement, in the case of the a determination of non-recoverability by a Non-Lead Master Servicer, Non-Lead Special Servicer
or Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or the related Non-Lead Master Servicer and Non-Lead Trustee,
as the case may be, of such other Securitization within two business days of making such determination. Each of the Master Servicer,
the Trustee, any Non-Lead Master Servicer and any Non-Lead Trustee, as applicable, shall only be entitled to reimbursement for
a P&I Advance and advance interest thereon that becomes non-recoverable, first from the Collection Account or Companion
Distribution Account from amounts allocable to the Note for which such P&I Advance was made, and then, if funds are
insufficient, (i) in the case of the Lead Securitization Note, from general collections of the Lead Securitization Trust, pursuant
to the terms of the Lead Servicing


 



    19


     


    

 


Agreement and (ii) in the case of a Non-Lead Securitization Note, from general collections of
the related Securitization Trust, as and to the extent provided in the related Non-Lead Servicing Agreement.


 


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


 


(i)          
  each 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 related 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 such 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 Lead 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, the
Operating Advisor or the Trustee, as applicable, may do so, and the related Non-Lead Master Servicer will be required to, promptly
following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse the Lead Securitization Trust out of
general funds in the collection account (or equivalent account) established under such Non-Lead Servicing Agreement for the applicable
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 the Lead 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 any Non-Lead Securitization Trust, against any of the Indemnified Items to
the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Collection Account
or Companion Distribution Account that are allocated to a Non-Lead Securitization Note are insufficient for reimbursement of such
amounts, the related Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified


 



    20


     


    

 


Parties for its
pro rata share of the insufficiency out of general funds in the collection account (or equivalent account) established under
such Non-Lead Servicing Agreement; provided, however, that the Non-Lead Servicing Agreements may include limitations
and conditions on the payment or reimbursement of Indemnified Items to the Operating Advisor (including limitations and conditions
with respect to the timing of such payments or reimbursements and the sources of funds for such payments or reimbursements);


 


(iii)           each
Non-Lead Master Servicer, the Non-Lead Trustee or the certificate administrator under the Non-Lead Servicing Agreement will
be required to deliver to the Trustee, the Certificate Administrator, the Special Servicer, the Master Servicer, the
Operating Advisor and the Asset Representations Reviewer (i) promptly following Securitization of the related 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
Non-Lead Special Servicer and the party designated to exercise the rights of the “Non-Controlling Note Holder”
under this Agreement, including the Controlling Class Representative under the Non-Lead Servicing 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 Lead Servicing Agreement shall also require delivery of a Rating Agency Confirmation under any Non-Lead Servicing
Agreement;


 


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


 


(vi)           in
the event of a proposed replacement of the Special Servicer, each Non-Lead Trustee shall use commercially reasonable efforts to
prepare and file on behalf of the related Non-Lead Securitization Trust a Form 8-K relating to such replacement that complies
with the Exchange Act on the same day that a Form 8-K relating to such replacement is filed on behalf of the Lead Securitization;
provided that the Non-Lead Depositors and a responsible officer of each Non-Lead Trustee has received notice of such proposed
replacement (including any disclosure or other information required to be included in such Form 8-K as well as the requirement
and timing for filing such Form 8-K) at least 5 Business Days prior to such filing date. The Lead Securitization Note Holder (including,
as the context requires, the Depositor, Master Servicer, Special Servicer, Trustee or controlling class representative (or analogous
term) relating to the related Lead Securitization Trust, on behalf of such Lead Securitization Note Holder) shall be a third-party
beneficiary of the foregoing provision.


 


(e)          The
Lead Securitization Note Holder agrees that it shall cause the Lead Servicing Agreement to contain provisions to the effect that
(and to the extent such provisions are


 



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not included in the Lead Servicing Agreement, they shall be deemed incorporated therein
and made a part thereof):


 


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


 


(ii)           
the Master Servicer shall remit all payments received with respect to any Non-Lead Securitization Note, net of the
servicing fees payable to the Master Servicer and Special Servicer with respect to such Non-Lead Securitization Note, and any
other applicable fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the
Non-Lead Securitization Note Holder on or prior to the earlier of (A) the Master Servicer Remittance Date or (B) the business
day following the “determination date” (or other analogous term) under the applicable Non-Lead Servicing
Agreement, provided, that, in each case as long as the date on which remittance is required under this clause (ii) is
at least one business day after the scheduled monthly payment date under the Mortgage Loan Agreement, provided, that
after the Securitization of the Lead Securitization Note, any late collections received by the Master Servicer after the
related due date under the Mortgage Loan shall be remitted by the Master Servicer in accordance with the Lead Servicing
Agreement;


 


(iii)          
with respect to any Non-Lead Securitization Note, if it is held by a Securitization, the Master Servicer agrees to deliver
or cause to be delivered to any Non-Lead Master Servicer all reports required to be delivered by the Master Servicer to the Trustee
or Certificate Administrator under the Lead Servicing Agreement (which shall include all loan-level reports constituting the CREFC®
Investor Reporting Package (IRP)) pursuant to the terms of the Lead Servicing Agreement to the extent related to the Mortgage Loan,
the Mortgaged Property, the Non-Lead Securitization Note, the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee on or prior to the earlier of (A) the Master Servicer Remittance Date or (B) the business day following the “determination
date” (or other analogous term) under the applicable Non-Lead Servicing Agreement, in each case so long as the date on which
delivery is required under this clause (iii) is at least one business day after the scheduled monthly payment date under the Mortgage
Loan Agreement;


 


(iv)           in
connection with (x) any amendment of the Lead Servicing Agreement, a party to such Lead Servicing Agreement shall provide a copy
of the executed amendment to any Non-Lead Depositor and the certificate administrator under any Non-Lead Servicing Agreement (which
may be by email) in order for such Non-Lead Securitization Note Holder and the Non-Lead Depositor to timely comply with their
obligations under the Exchange Act, and (y) the termination, resignation and/or replacement of the Master Servicer or the Special
Servicer, the related replacement Master Servicer or Special Servicer, as applicable, shall provide all disclosure about itself
that is required to be included in Form 8-K no later than the date of effectiveness thereof;


 



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(v)          
the Non-Lead Securitization Note Holder shall be a third-party beneficiary to the Lead Servicing Agreement in respect of
the rights afforded it thereunder to the extent such rights affect the Non-Lead Securitization Note or the Non-Lead Securitization
Note Holder;


 


(vi)           the
Lead Servicing Agreement shall not be amended in any manner that materially and adversely (or words of similar import) affects
the Non-Lead Securitization Note Holder without the consent of such party;


 


(vii)          Servicer
Termination Events include customary market termination events with respect to failure to make advances, failure to remit payments
to any Non-Lead Securitization Note Holder as required, failure to deliver (or cause to be delivered) materials or notices required
in order for any Non-Lead Securitization Note Holder and Non-Lead Depositor to timely comply with their obligations under the
Exchange Act, and Rating Agency triggers with respect to the securities issued pursuant to any Non-Lead Securitization, subject
to customary grace periods (provided, in the case of failures related to the Exchange Act, such grace periods do not materially
and adversely affect the Non-Lead Depositor);


 


(viii)          if
the Mortgage Loan becomes the subject of an “asset review” (or such analogous term defined in the Non-Lead Servicing
Agreement) pursuant to any Non-Lead Servicing Agreement, the applicable parties to the Lead Servicing Agreement shall reasonably
cooperate with the applicable Non-Lead Asset Representations Reviewer in connection with such asset review (or a substantially
similar provision), including with respect to providing access to related underlying documents, to the extent the Non-Lead Asset
Representations Reviewer has not obtained such documents from the Note Holder that sold the Non-Lead Securitization Note into
the Non-Lead Securitization and such documents are in the possession of the applicable party to the Lead Servicing Agreement;


 


(ix)           each
party to the Lead Servicing Agreement shall deliver (and shall cause any sub-servicer or any servicing function participant engaged
by such party to deliver (or, in the case of a sub-servicer that the related mortgage loan seller requires the Master Servicer
to engage, a party to the Lead Servicing Agreement shall use commercially reasonable efforts to cause each party engaged by a
party to the Lead Servicing Agreement to deliver)) (x) all materials and notices required in order for any Non-Lead Securitization
Note Holder and the Non-Lead Depositor to comply with (1) their obligations under the Exchange Act (including any required 10-D,
8-K and 10-K reporting) and (2) any applicable comment letter from the Securities and Exchange Commission or their obligations
in connection with a “deficient Exchange Act deliverable” (or such analogous term defined in the Non-Lead Servicing
Agreement) and (y) with respect to the “Sarbanes-Oxley certification” (or such analogous term defined in the Non-Lead
Servicing Agreement) concerning the Non-Lead Securitization Trust to be submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002, the applicable certification to each Person who signs such “Sarbanes-Oxley certification”
concerning the Non-Lead Securitization Trust;


 



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(x)            each
Non-Lead Securitization Trust (or the applicable parties to the Non-Lead Servicing Agreement) shall be entitled
to indemnification pursuant to industry standard indemnification provisions customary for securitizations similar to the
Non-Lead Securitization for the failure of the applicable parties to the Lead Servicing Agreement to timely deliver (or cause
to be timely delivered) the materials or information required pursuant to clause (ix) above; and


 


(xi)          
subject to various adjustments and caps provided for in the Lead Servicing Agreement (which shall be substantially similar
to those set forth in the Non-Lead Servicing Agreement), primary servicing, special servicing, workout and liquidation fees (and,
in any event, the fees at which such compensation accrue or are determined shall not exceed 0.0025%, 0.25%, 1.0% and 1.0%, respectively).


 


(f)          Each
Non-Lead Securitization Note Holder shall give each of the parties to the Lead Servicing Agreement (that will not also be a
party to the Non-Lead Servicing Agreement) notice of the Non-Lead Securitization in writing (which may be by e-mail) on the
applicable Non-Lead Securitization Date or within a timely manner following the applicable Non-Lead Securitization Date. Such
notice shall contain contact information for each of the parties to the Non-Lead Servicing Agreement. In addition, after the
Non-Lead Securitization Date, the Non-Lead Securitization Note Holder shall send a copy of the Non-Lead Servicing Agreement
to each of the parties to the Lead Servicing Agreement.


 


(g)          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 Lead Servicing Agreement.


 


Section 3.          Priority of Payments. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference
over any portion of any other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available
for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds
thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty,
letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other
than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage
Loan Borrower in accordance with the terms of the Mortgage Loan Documents), 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 property protection expenses
or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Servicing Agreement and
(y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest
thereon) made with respect to the Notes, which may only be reimbursed out of payments and collections allocable to such Note, (ii)
any servicing fees due to the Master Servicer in excess of any Non-Lead Securitization Note’s pro rata share of that
portion of such servicing fees calculated at the servicing fee rate applicable to the Mortgage Loan as set forth in the Lead Servicing
Agreement) to any Servicer (or the Trustee as successor to the Servicer), with respect to the Mortgage Loan pursuant to the Lead
Servicing Agreement (including


 



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without limitation, any additional trust fund expenses relating to the Mortgage Loan and any special
servicing fees, liquidation fees, workout fees, Penalty Charges (to the extent provided in the immediately following paragraph),
amounts paid by the Mortgage Loan Borrower in respect of modification fees or assumption fees and any other additional compensation
payable pursuant to the Lead Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designee) to
the Notes on a Pro Rata and Pari Passu Basis.


 


For clarification
purposes, Penalty Charges (as defined in the Lead Servicing Agreement) paid on each Note shall first, be used to
reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the
Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing
Advances in accordance with the terms of the Lead Servicing Agreement; second, be used to reduce the respective
amounts payable on each 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 Lead Servicing Agreement or a Non-Lead Servicing Agreement, as applicable); third, be used to reduce,
on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional trust fund expenses
(other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as
specified in the Lead Servicing Agreement); and finally, (i) in the case of the remaining amount of Penalty Charges
allocable to the Lead Securitization Note or any Non-Lead Securitization Note, be paid to the Master Servicer and/or the
Special Servicer as additional servicing compensation as provided in the Lead Servicing Agreement, and (ii) in the case of
the remaining amount of Penalty Charges allocable to the Non-Lead Securitization Note, be paid, (x) prior to the
securitization of such Note, to the applicable 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
Lead Servicing Agreement.


 


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


 


Section 5.          Administration of the Mortgage Loan.


 


(a)          Subject to this Agreement (including but not limited to Section 5(c))
and the Lead Servicing Agreement and subject to the rights and consents, where required, of the Controlling Note Holder
Representative, the Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on
behalf of the Lead Securitization Note 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


 



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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 the Non-Lead Securitization Note Holders shall have
no voting, consent or other rights whatsoever except as explicitly set forth herein with respect to the Lead Securitization Note
Holder’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to this Agreement
and the Lead Servicing Agreement, each Non-Lead Securitization Note Holder agrees that it shall have no right to, and hereby presently
and irrevocably assigns and conveys to the Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the
Trustee acting on behalf of the Lead Securitization Note Holder) the rights, if any, that such Note Holder has to, (i) call
or cause the Lead Securitization Note Holder to call an Event of Default under the Mortgage Loan, or (ii) exercise any remedies
with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing or causing the Lead Securitization
Note Holder to file any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master
Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall not have any fiduciary
duty to any Non-Lead Securitization Note Holder in connection with the administration of the Mortgage Loan (but the foregoing
shall not relieve the Lead Securitization Note Holder from the obligation to make any disbursement of funds as set forth herein
or its obligation to follow the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or any liability
for failure to do so). Upon the Mortgage Loan becoming a Defaulted Mortgage Loan, each Non-Lead Securitization Note Holder hereby
acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the
Lead Securitization Note Holder) to sell the Notes as notes evidencing one whole loan in accordance with the terms of the Lead
Servicing Agreement.


 


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


 



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


 


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


 


(b)          The
administration of the Mortgage Loan shall be governed by this Agreement and the Lead Servicing Agreement. To the extent that any
provision in this Agreement conflicts with any provision in the Lead Servicing Agreement, the provisions in this Agreement shall
control. The servicing of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially
Serviced Mortgage Loan (or to the extent otherwise provided in the Lead Servicing Agreement), by the Special Servicer, in each
case pursuant to the Lead Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance with the
Lead Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer and the Special Servicer to service
and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests of both Note Holders
as a collective whole. The Note Holders agree to be bound by the terms of the Lead Servicing Agreement. All rights and obligations
of the Lead Securitization Note Holder described hereunder may be exercised by the Master Servicer, the Special Servicer, the
Certificate Administrator and/or the Trustee on behalf of the Lead Securitization Note Holder. The Lead Servicing Agreement shall
not be amended in any manner that may adversely affect any Non-Lead Securitization Note Holder in its capacity as Non-Lead Securitization
Note Holder. Each Non-Lead Securitization Note Holder (unless it is the same Person as or an Affiliate of the Mortgage Loan Borrower)
shall be a third-party beneficiary to the Lead Servicing Agreement with respect to their rights as specifically provided for therein.


 



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(c)          The Controlling Note Holder (or its Controlling Note Holder Representative) shall have, with respect to the Mortgage Loan,
all of the same rights and powers of the Controlling Class Representative under the Lead 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 Lead Servicing Agreement.


 


(d)         Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
shall be required (i) to provide copies of any notice, information and report that it is required to provide to the Lead
Securitization Subordinate Class Representative pursuant to the Lead 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 the Non-Controlling Note Holder (or the master servicer of Non-Lead Securitization on its behalf), within the same time
frame it is required to provide to the Lead Securitization Subordinate Class Representative (for this purpose, without regard
to whether such items are actually required to be provided to the Lead Securitization Subordinate Class Representative under
the Lead Servicing Agreement due to the existence of a Control Termination Event or a Consultation Termination Event) and
(ii) to consult with the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) on a strictly
non-binding basis, to the extent having received such notices, information and reports, such Non-Controlling Note Holder (or
its Non-Controlling Note Holder Representative) requests consultation with respect to any such Major Decisions or the
implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider
alternative actions recommended by such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative); provided
that after the expiration of a period of ten (10) Business Days from the delivery to such Non-Controlling Note Holder (or the
master servicer of Non-Controlling Note Securitization on its behalf) by the Lead Securitization Note Holder of written
notice of a proposed action, together with copies of the notice, information and report required to be provided to the Lead
Securitization Subordinate Class Representative, the Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) shall no longer be obligated to consult with such Non-Controlling Note Holder (or its
Non-Controlling Note Holder Representative), whether or not such Non-Controlling Note Holder (or its Non-Controlling Note
Holder Representative) has responded within such ten (10) Business Day period (unless, the Lead Securitization Note
Holder (or the Master Servicer or the Special Servicer acting on its behalf) proposes a new course of action that is
materially different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to
begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation
rights of the Non-Controlling Note Holders (or the Non-Controlling Note Holder Representative) set forth in the immediately
preceding sentence, the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf) may
make any Major Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned
ten (10) Business Day period if the Lead Securitization Note


 



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Holder (or Master Servicer or Special Servicer, as applicable)
determines that immediate action with respect thereto is necessary to protect the interests of the Note Holders. In no event
shall the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf) be obligated at any
time to follow or take any alternative actions recommended by any Non-Controlling Note Holder (or the Non-Controlling Note
Holder Representative).


 


In addition to the
consultation rights of the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) provided in the
immediately preceding paragraph, 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 Lead Securitization Note Holder (or the Master
Servicer or the Special Servicer acting on its behalf) at the offices of the Master Servicer or the Special Servicer, as
applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as
applicable, in which servicing issues related to the Mortgage Loan are discussed; provided that the Non-Controlling
Note Holder, at the request of the Master Servicer or the Special Servicer, as applicable, shall execute a confidentiality
agreement in form and substance satisfactory to it, the Master Servicer or the Special Servicer, as applicable, and the Lead
Securitization Note Holder.


 


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


 


Anything herein or in
the Lead Servicing Agreement to the contrary notwithstanding, in the event that one of the Notes is included in a REMIC and any
other is not, such other Note Holder shall not be required to reimburse such Note Holder 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


 



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payment otherwise distributable to any other Note Holder be reduced
to offset or make-up any such payment or deficit.


 


Section 6.         
Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative.


 


(a)          The
Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its
rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder
Representative”). The Controlling Note Holder shall have the right in its sole discretion at any time and from time
to time to remove and replace the Controlling Note Holder Representative in accordance with the terms of the Lead Servicing
Agreement. When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling
Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling Note
Holder Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the
Mortgage Loan Borrower), including, without limitation, the Controlling Note Holder, any officer or employee of the
Controlling Note Holder, any affiliate of the Controlling Note Holder or any other unrelated third party. No such Controlling
Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Note
Holder). All actions that are permitted to be taken by the Controlling Note Holder under this Agreement may be taken by the
Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. No Servicer, Operating Advisor,
Trustee or Certificate Administrator acting on behalf of the Lead Securitization Note Holder shall be required to recognize
any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified each Servicer,
Operating Advisor, Trustee and Certificate Administrator of such appointment and, if the Controlling Note Holder
Representative is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative
provides each Servicer, Operating Advisor, Trustee, Asset Representations Reviewer 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 Note Holder shall promptly deliver such
information to each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and Certificate Administrator. So
long as no Consultation Termination Event is in effect pursuant to the terms of the Lead Servicing Agreement, the Controlling
Note Holder Representative shall be the Lead Securitization Subordinate Class Representative.


 


(b)          
Neither the Controlling Note Holder Representative nor the Controlling Note Holder shall have any liability to any other
Note Holder or any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent
or the failure to give any consent pursuant to this Agreement or the Lead 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 Note Holders agree
that the Controlling Note Holder Representative and the Controlling Note Holder (whether acting in place of the Controlling Note
Holder Representative when no Controlling Note Holder Representative shall have been appointed hereunder or otherwise exercising
any right, power or privilege granted to the Controlling Note Holder hereunder) may take or refrain from taking actions, or give
or refrain


 



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from giving consents, that favor the interests of one Note Holder over any other Note Holder, and that the Controlling
Note Holder Representative may have special relationships and interests that conflict with the interests of a Note Holder and,
absent willful misfeasance, bad faith or gross negligence on the part of the Controlling Note Holder Representative or the Controlling
Note Holder, as the case may be, agree to take no action against the Controlling Note Holder Representative, the Controlling Note
Holder or any of their respective officers, directors, employees, principals or agents as a result of such special relationships
or interests, and that neither the Controlling Note Holder Representative nor the Controlling Note Holder shall 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 Note Holder.


 


(c)         The
Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of
its rights and obligations with respect to the Mortgage Loan (the “Non-Controlling Note Holder
Representative”). All of the provisions relating to Controlling Note Holder and the Controlling Note Holder
Representative set forth in Section 6(a) (except those contained in the last sentence thereof) and Section 6(b)
shall apply to the Non-Controlling Note Holder and the Non-Controlling Note Holder Representative mutatis mutandis.
The Non-Controlling Note Holder Representative, as of the date of this Agreement and until the Lead Securitization Note
Holder (and the Master Servicer and the Special Servicer) is notified otherwise, shall be the Initial Note A-2 Holder.


 


(d)        
The Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Lead Securitization Note
hereunder and the rights and powers granted to the “Controlling Class Representative” or similar party under,
and as defined in, the Lead Servicing Agreement with respect to the Mortgage Loan. In addition, subject to the terms of the Lead
Servicing Agreement, the Controlling Note Holder shall be entitled to advise (1) the Special Servicer with respect to all
matters related to a “Specially Serviced Mortgage Loan” (as defined in the Lead Servicing Agreement) and (2) the
Special Servicer with respect to all matters for which the Master Servicer must obtain the consent or deemed consent of the Special
Servicer, and, except as set forth below (i) the Master Servicer shall not be permitted to implement any Major Decision unless
it has obtained the prior written consent of the Special Servicer and (ii) the Special Servicer shall not be permitted to
consent to the Master Servicer’s implementing any Major Decision, nor shall the Special Servicer itself be permitted to implement
any Major Decision as to which the Controlling Note Holder has objected in writing within ten (10) Business Days (or 30 days
with respect to an Acceptable Insurance Default if so provided for in the Lead Servicing Agreement) after receipt of the written
recommendation and analysis and such additional information requested by the Controlling Note Holder as may be necessary in the
reasonable judgment of the Controlling Note Holder in order to make a judgment with respect to such Major Decision. The Controlling
Note Holder may also direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage
Loan as the Controlling Note Holder may deem advisable.


 


If the Controlling Note
Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision within ten (10) Business
Days (or 30 days with respect to an Acceptable Insurance Default if so provided in the Lead Servicing Agreement) after


 



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delivery
to the Controlling Note Holder by the applicable Servicer of written notice of a proposed Major Decision together with any information
requested by the Controlling Note Holder as may be necessary in the reasonable judgment of the Controlling Note Holder in order
to make a judgment, then upon the expiration of such ten (10) Business Day (or 30 days with respect to an Acceptable Insurance Default if so provided in the Lead Servicing Agreement) period, such Major Decision shall be deemed to have
been approved by the Controlling Note Holder.


 


In the event that
the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by the Lead Servicing
Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or
any other matter requiring consent of the Controlling Note Holder is necessary to protect the interests of the Note Holders
(as a collective whole) and the Special Servicer has made a reasonable effort to contact the Controlling Note Holder, the
Master Servicer or the Special Servicer, as the case may be, may take any such action without waiting for the Controlling
Note Holder’s response.


 


No objection contemplated
by the preceding paragraphs may require or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision
of the Mortgage Loan Documents, applicable law, the Lead Servicing Agreement, this Agreement, the REMIC provisions of the Code
or the Master Servicer or Special Servicer’s obligation to act in accordance with the Servicing Standard or materially expand
the scope of responsibilities of any of the Master Servicer or Special Servicer, as applicable.


 


The Controlling Note
Holder shall have no liability to any other Note Holder or any other party for any action taken, or for refraining from the taking
of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Lead 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 Note Holders agree that the Controlling Note Holder may take or refrain from taking actions, or give or
refrain from giving consents, that favor the interests of one Note Holder over any other Note Holder, and that the Controlling
Note Holder may have special relationships and interests that conflict with the interests of another Note Holder and, absent willful
misconduct, bad faith or gross negligence on the part of the Controlling Note Holder agree to take no action against the Controlling
Note Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or interests,
and that the Controlling Note Holder shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith
or engaged in willful misconduct 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 Note Holder.


 


Section 7.        
Appointment of Special Servicer. Subject to the terms of the Lead Servicing Agreement, the Controlling Note Holder
(or its Controlling Note Holder Representative) shall have the right at any time and from time to time, with or without cause,
to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu
thereof. Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as
Special Servicer shall be made by delivering to each other Note Holder, the Master Servicer, the then existing Special Servicer
and other parties to the Lead Servicing Agreement a written notice stating such designation and satisfying the Required Special
Servicer Rating and the other conditions to such replacement as set forth in the Lead Servicing


 



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Agreement (including, without
limitation, a Rating Agency Confirmation, if required by the terms of the Lead Servicing Agreement), if any. The Controlling
Note Holder shall be solely responsible for any expenses incurred in connection with any such replacement without cause. The
Controlling Note Holder shall notify the other parties hereto of its termination of the then currently serving Special
Servicer and its appointment of a replacement Special Servicer in accordance with this Section 7. If the Controlling
Note Holder has not appointed a Special Servicer with respect to the Mortgage Loan as of the consummation of the
securitization under the Lead Servicing Agreement, then the initial Special Servicer designated in the Lead Servicing
Agreement shall serve as the initial Special Servicer but this shall not limit the right of the Controlling Note Holder (or
its Controlling Note Holder Representative) to designate a replacement Special Servicer for the Mortgage Loan as aforesaid.
If a Servicer Termination Event on the part of the Special Servicer has occurred that affects a Non-Controlling Note Holder,
such Non-Controlling Note Holder shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no
longer included in a Securitization Trust, the Controlling Note Holder) to terminate the Special Servicer under the Lead
Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Servicing
Agreement, the successor servicing agreement pursuant to which the Mortgage Loan is being serviced) solely with respect to
the Mortgage Loan pursuant to and in accordance with the terms of the Lead Servicing Agreement (or at any time that the
Mortgage Loan is no longer subject to the provisions of the Lead Servicing Agreement, the successor servicing
agreement pursuant to which the Mortgage Loan is being serviced). The Controlling Note Holder and the Non-Controlling Note
Holder acknowledge and agree that any successor special servicer appointed to replace the Special Servicer with respect to
the Mortgage Loan that was terminated for cause at the Non-Controlling Note Holder’s direction cannot at any time be
the person (or an Affiliate thereof) that was so terminated without the prior written consent of the Non-Controlling Note
Holder. The Non-Controlling Note Holder shall be solely responsible for reimbursing the Trustee’s or the Controlling
Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable time by the terminated special
servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in the
Collection Account or Companion Distribution Account.


 


Section 8.         
Payment Procedure.


 


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


 



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(b)        
If the Lead Securitization Note 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 any Note must, pursuant to any insolvency, bankruptcy,
fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization
Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other
provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to the
Non-Lead Securitization Note Holders and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization
Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have
theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the
Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer
or such other Person with respect thereto.


 


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


 


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


 


Section 9.          Limitation
on Liability of the Note Holders. Subject to the terms of the Lead Servicing Agreement governing servicer liability, no Note
Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered
due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder.


 


The Note Holders acknowledge
that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee) to comply with,
and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the
Trustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Servicing
Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization
Note Holder (including any Servicer and the Trustee) shall have no liability whatsoever to any Non-


 



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Lead Securitization Note Holder
in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note
Holder to exercise such rights other than as described above; provided, however, that the Servicer must act in accordance
with the Servicing Standard and the express terms of this Agreement and the Lead Servicing Agreement.


 


Section 10.        Bankruptcy. Subject
to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the
right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join
any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect
to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or
assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further
agrees that only the Lead Securitization Note Holder, and not a Non-Lead Securitization Note Holder, can make any election,
give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action
in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The
Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note
Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all
rights and taking any and all actions available to any Non-Lead Securitization Note Holder in connection with any case by or
against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without
limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under
Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or
terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the
Lead Securitization Note Holder, each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the
Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note
Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions
taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the
Servicing Standard.


 


Section 11.       
Representations of the Note Holders. Each Note Holder represents and warrants that the execution, delivery and performance
of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene
such Note Holder’s charter or any law or contractual restriction binding upon such Note Holder, and that this Agreement is
the legal, valid and binding obligation of such Note Holder enforceable against such Note Holder in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and
contribution obligations may be limited by applicable law. Each Note Holder represents and warrants that it is duly organized,
validly existing, in good standing and in possession of all licenses and authorizations necessary to carry on its business. Each
Note Holder represents and warrants that (a) this Agreement has been duly executed and delivered by such Note Holder, (b) to such
Note Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental
agency


 



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or body, if any, required for the execution, delivery and performance of this Agreement by such Note Holder have been obtained
or made and (c) to such Note Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental
investigation against such Note Holder, an adverse outcome of which would materially and adversely affect its performance under
this Agreement.


 


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


 


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


 


Section 14.       
Sale of the Notes.


 


(a)         
Each Note Holder agrees that it shall not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute,
encumber or otherwise dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other
similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d) hereof) of a Note (a “Transfer”)
except to a Qualified Institutional Lender. Promptly after the Transfer, the non-transferring Note Holder shall be provided with
(x) a representation from a transferee or the applicable 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 15. If a Note Holder intends to Transfer its respective
Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (1) prior to a Securitization,
the consent of the non-transferring Note Holder or (2) after a Securitization of such non-transferring Note Holder’s Note,
Rating Agency Confirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which
shall not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust,
without Rating Agency Confirmation, no Note Holder shall Transfer all or


 



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any portion of its Note (or
a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such
Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Note Holder
agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the
Special Servicer and the Trustee) and all expenses relating to the confirmation from the Rating Agencies in connection with
any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the
consent of any other Note Holder, the Rating Agencies or any other Person, to Transfer 49% or less (in the aggregate) of its
Note or any beneficial interest in its Note. None of the provisions of this Section 14(a) shall apply in the case of
(1) a sale of all Notes together in accordance with the terms and conditions of the Lead Servicing Agreement or (2) a
transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Servicing Agreement, of the
Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Mortgage Loan, to a single member
limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one
or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.


 


For the purposes of this
Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation
hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then
current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed
to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes
of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request
for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent
request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement
for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage
in such prior request.


 


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


 


(c)         
Notwithstanding any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity
(other than the Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that
is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A”
(or the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in
this Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any person
which Controls such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge”
hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender may not take title to the


 



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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    39


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    40


     


    

 


Section 18.      
Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed
by each Note Holder. Additionally, for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend
or modify this Agreement without first receiving a Rating Agency Confirmation from each Rating Agency then rating securities backed
by a Note; provided that no such Rating Agency Confirmation shall be required in connection with a modification or amendment (i)
to cure any ambiguity, (ii) to correct or supplement any provisions herein that may be defective or inconsistent with any other
provisions of this Agreement, the Lead Servicing Agreement or the final disclosure documents relating to the Lead Securitization,
or (iii) entered into pursuant to Section 31 of this Agreement.


 


Section 19.        Successors
and Assigns; Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns. Except as provided herein, including without limitation, with respect to
the Trustee, Certificate Administrator, Master Servicer, Special Servicer, Operating Advisor, Non-Lead Master
Servicers, Non-Lead Special Servicers or Non-Lead Trustees, none of the provisions of this Agreement shall be for the benefit
of or enforceable by any Person not a party hereto. Subject to Section 14 and Section 15, each Note Holder
may assign or delegate its rights or obligations under this Agreement. Upon any such assignment, the assignee shall be
entitled to all rights and benefits of the applicable Note Holder hereunder.


 


Section 20.       
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 21.       
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 22.      
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 23.      
Entire Agreement. This Agreement constitutes the entire agreement between 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 24.        Withholding
Taxes. (a) If the Lead Securitization Note Holder or the Mortgage Loan Borrower shall be required by law to deduct and
withhold Taxes from interest, fees or other amounts payable to a Non-Lead Securitization Note Holder with respect to the
Mortgage Loan as a result of such Non-Lead Securitization Note Holder constituting a Non-Exempt Person, the Lead
Securitization Note Holder, in its capacity as servicer, shall be entitled to do so with respect to such Non-Lead
Securitization Note Holder’s interest in such payment (all


 



    41


     


    

 


withheld amounts being deemed paid to such Note Holder), provided
that the Lead Securitization Note Holder shall furnish such Non-Lead Securitization Note Holder with a statement setting
forth the amount of Taxes withheld, the applicable rate and other information which may reasonably be requested for purposes
of assisting such Non-Lead Securitization Note Holder to seek any allowable credits or deductions for the Taxes so withheld
in each jurisdiction in which such Non-Lead Securitization Note Holder is subject to tax.


 


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


 


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


 



    42


     


    

 


payment hereunder with respect to any Non-Lead Securitization
Note or otherwise until the related Non-Lead Securitization Note Holder shall have furnished to the Lead Securitization Note Holder
requested forms, certificates, statements or documents.


 


Section 25.       
Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Non-Lead
Securitization Note) (a) prior to the Lead Securitization shall be held by the Initial Agent and (b) after the Lead Securitization,
shall be held by the Lead Securitization Note Holder (in the name of the Trustee and held by a duly appointed custodian therefor
in accordance with the Lead Servicing Agreement), in each case, on behalf of the registered holders of the Notes. On or after the
Non-Lead Securitization Date, the applicable Non-Lead Securitization Note shall be held in the name of the related Non-Lead Trustee
(and held by a duly appointed custodian therefor) on behalf of the related Non-Lead Securitization Note Holder.


 


Section 26.       
Cooperation in Securitization.


 







(a)         
Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization.
In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization
Note Holder, each Non-Lead Securitization Note Holder shall use reasonable efforts, at Lead Securitization Note Holder’s
expense, to satisfy, and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower
to satisfy, the market standards to which the Lead Securitization Note Holder customarily adheres or which may be reasonably 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 Lead Securitization
Note Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in
any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however,
that either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, no Non-Lead Securitization
Note Holder shall be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification,
as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the
amount of any payments due to or priority of such payments to, such Non-Lead Securitization Note Holder or (ii) materially
increase such Non-Lead Securitization Note Holder’s obligations or materially decrease such Non-Lead Securitization Note
Holder’s rights, remedies or protections. In connection with the Lead Securitization, each Non-Lead Securitization Note Holder
agrees to provide for inclusion in any disclosure document relating to the Lead Securitization such information concerning such
Non-Lead Securitization Note Holder and the related Non-Lead Securitization Note as the Lead Securitization Note Holder reasonably
determines to be necessary or appropriate, and each Non-Lead Securitization Note Holder covenants and agrees that it shall, at
the Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and Lead Securitization
Note Holder in connection with the Lead Securitization (including, without limitation, reasonably cooperating with the Lead Securitization
Note Holder (without any obligation to make additional representations and warranties) to enable the Lead Securitization Note Holder
to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection
with the Mortgage Loan and the


 



    43


     


    

 


Lead Securitization), as well as in connection with all other matters and the preparation of any
offering documents thereof and to review and respond reasonably promptly with respect to any information relating to each Non-Lead
Securitization Note Holder and the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization
Note Holder acknowledges that the information provided by it to the Lead Securitization Note Holder may be incorporated into the
offering documents for the Lead Securitization. The Lead Securitization Note Holder and each Rating Agency shall be entitled to
rely on the information supplied by, or on behalf of, each Non-Lead Securitization Note Holder. The Lead Securitization Note Holder
shall reasonably cooperate with the Non-Lead Securitization Note Holder by providing all information reasonably requested that
is in the Lead Securitization Note Holder’s possession in connection with such Non-Lead Securitization Note Holder’s
preparation of disclosure materials in connection with a Securitization.


 


Upon request, the
Lead Securitization Note Holder shall deliver to a Non-Lead Securitization Note Holder drafts of the preliminary and final
Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and
the Lead Servicing Agreement and provide reasonable opportunity to review and comment on such documents.


 


Section 27.      
 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 electronic mail (during business hours) if the sender on the same
day sends a confirming copy of such notice by reputable overnight delivery service (charges prepaid), (iii) reputable overnight
delivery service (charges prepaid) or (iv) certified United States mail, postage prepaid return receipt requested, and addressed
to the respective parties at their addresses set forth on Exhibit B hereto, or at such other address as any party shall
hereafter inform the other party by written notice given as aforesaid. All written notices so given shall be deemed effective upon
receipt.


 


Section 28.       
Broker. Each Note Holder represents to each other that no broker was responsible for bringing about this transaction.


 


Section 29.       
Certain Matters Affecting the Agent.


 


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


 


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


 


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


 



    44


     


    

 


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


 


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


 


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


 


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


 


Section 30.       
Termination and Resignation of Agent.


 







(a)         
The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Note Holder.
In the event that the Agent is terminated pursuant to this Section 30, 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.


 


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


 


Section 31.       
Resizing. Notwithstanding any other provision of this Agreement, for so long as Starwood or an affiliate thereof
(a “Starwood Entity”) is the owner of a Note or a portion thereof that has not been sold pursuant to a Securitization
(such Note or portion thereof, the “Owned Note”), such Starwood Entity shall have the right, subject to the
terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes
(in either case, “New Notes”) reallocating the principal of the Owned Note to such New Notes; or severing the
Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding
principal balance of the Owned Note, provided that:


 



    45


     


    

 


(i)
          the aggregate principal balance of all outstanding New Notes following
such amendments is no greater than the aggregate principal of the Owned Note prior to such amendments,


 


(ii)          all
Notes continue to have the same weighted average interest rate as the Notes prior to such amendments,


 


(iii)         all
Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject
to the terms of this Agreement,


 


(iv)         the
Starwood Entity holding the New Notes shall notify the Lead Securitization Note Holder, the Master Servicer, the Special Servicer,
the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and


 


(v)
         the execution of such amendments and New Notes does not violate the
Servicing Standard.


 


If the Lead
Securitization Note Holder so requests, the Starwood Entity holding the New Notes (and any subsequent holder of such Notes)
shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for
the foregoing reallocation and for modifications pursuant to the Lead Servicing Agreement (as discussed in Section 5),
no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In
connection with the foregoing (provided the conditions set forth in (i) through (v) above are satisfied, with
respect to (i) through (iv), as certified by the Starwood Entity, on which certification the Master Servicer
can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and
this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such
reallocation of principal. If more than one New Note is created hereunder, for purposes of exercising the rights of the
Non-Controlling Note Holder hereunder, the “Non-Controlling Note Holder” of such New Notes shall be as provided
in the definition of such term in this Agreement.


 


Section 32.        
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
shall 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.


 


[SIGNATURE PAGE FOLLOWS]


 






    46


     


    

 





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


 


	 	STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company, as Initial Note A-1 Holder
	 	 	 
	 	By:	/s/ Grace Y. Chiang
	 	 	Name: Grace Y. Chiang
	 	 	Title: Vice President






 


	 	STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company, as Initial Note A-2 Holder
	 	 	 
	 	By:	/s/ Grace Y. Chiang
	 	 	Name: Grace Y. Chiang
	 	 	Title: Vice President





 






    


     


    










 


EXHIBIT A



MORTGAGE LOAN SCHEDULE






 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	
        MCKNIGHT PARK CENTRAL, LLC,

         

        each, a Delaware limited liability company

	Date of Mortgage Loan:	November 7, 2019
	Date of Notes:	November 7, 2019
	Original Principal Amount of Mortgage Loan:	$60,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$60,000,000
	Initial Note A-1 Principal Balance:	$35,000,000
	Initial Note A-2 Principal Balance:	$25,000,000
	Location of Mortgaged Property:	
        12700 Park Central Drive, Dallas, TX 75251

         

        12712 Park Central Drive, Dallas, TX 75251

	Initial Maturity Date:	December 6, 2029



 



    A-1


     


    

 


EXHIBIT B


 


1.       Initial Note A-1
Holder:


 


(Prior to Securitization of Note A-1):


 


STARWOOD MORTGAGE CAPITAL LLC



Notice Address:

Starwood Mortgage Capital LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Ms. Leslie K. Fairbanks

Facsimile No. (305) 695-5539


 


with a copy to:



Wells Fargo Commercial Mortgage Services, Inc.

Duke Energy Center

550 South Tryon St., 12th Floor

MAC D1086-120

Charlotte, North Carolina 28202

Attention: Asset Manager – Starwood Mortgage Capital

Facsimile No.: (704) 715-0036


 


2.       Initial Note
A-2 Holder:


 


(Prior to Securitization of Note A-2):


 


STARWOOD MORTGAGE CAPITAL LLC



Notice Address:

Starwood Mortgage Capital LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Ms. Leslie K. Fairbanks

Facsimile No. (305) 695-5539


 






    B-1


     


    

 


with a copy to:



Wells Fargo Commercial Mortgage Services, Inc.

Duke Energy Center

550 South Tryon St., 12th Floor

MAC D1086-120

Charlotte, North Carolina 28202

Attention: Asset Manager – Starwood Mortgage Capital

Facsimile No.: (704) 715-0036


 




    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.      Fortress Investment
Group LLC




11.      Garrison Investment
Group




12.      Goldman, Sachs
& Co.




13.      iStar Financial
Inc.




14.      J.E. Roberts Companies




15.      Lend-Lease Real
Estate Investments




16.      LoanCore Capital




17.      Lonestar Funds




18.      Praedium Group




19.      Raith Capital
Partners, LLC




20.      Rialto Capital
Management, LLC




21.      Rockpoint Group




22.      Starwood Capital/Starwood
Financial Trust




23.      Torchlight Investors




24.      Walton Street
Capital, LLC




25.      Westbrook Partners




26.      WestRiver Capital




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


 









    C-1