Exhibit 4.22


 


EXECUTION VERSION


AGREEMENT BETWEEN NOTEHOLDERS


Dated as of June 14, 2019


 


by and between


DEUTSCHE BANK AG, NEW YORK BRANCH

(Initial Note A Holder)


and


PRINCIPAL LIFE INSURANCE COMPANY

(Initial Note B Holder)


 


 


 


2 MACARTHUR PLACE MORTGAGE LOAN






    	 	 	 



    	 



    




THIS AGREEMENT BETWEEN
NOTEHOLDERS (“Agreement”), dated as of June 14, 2019, is made by and between DEUTSCHE BANK AG, NEW YORK BRANCH
(“DB” and, together with its successors and assigns in interest, in its capacity as initial owner of Note
A, the “Initial Note A Holder”, and in its capacity as the initial agent, the “Initial Agent”),
and PRINCIPAL LIFE INSURANCE COMPANY (“PLIC” and, together with its successors and assigns in interest,
in its capacity as initial owner of Note B (the “Initial Note B Holder”).


W I T N E S S E T H:


WHEREAS, pursuant
to the Mortgage Loan Agreement (as defined herein) DB and PLIC originated a certain loan described on the schedule attached hereto
as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to MacArthur TAI
OW, LLC (the “Mortgage Loan Borrower”), which is evidenced by, inter alia, by (i) one promissory note
in the original principal amount of $34,000,000 (“Note A”) made by the Mortgage Loan Borrower in favor of the
Initial Note A Holder, and (ii) one promissory note in the original principal amount of $20,000,000 (“Note B”,
and together with Note A, the “Notes”) made by the Mortgage Loan Borrower in favor of the Initial Note B Holder,
and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”) on certain real property
located as described on the Mortgage Loan Schedule (the “Mortgaged Property”); and


WHEREAS, the parties
hereto desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold
the Notes;


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


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


“A Note(s)”
shall mean each Note that has a designation starting with “A”, either individually or in the aggregate as the context
may require.


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


“Additional
Servicing Expenses” shall mean (a) all Property Protection Advances and reasonable out-of-pocket expenses incurred by
and reimbursable to any Servicer, Trustee, certificate administrator or fiscal agent pursuant to the Servicing Agreement relating
solely to the Mortgage Loan, and (b) all interest accrued on Advances made by any Servicer or Trustee in accordance with the terms
of the Servicing Agreement; provided that (i) the aggregate special servicing fee (or equivalent) (which fee is payable
solely during the period that the Mortgage Loan is a Specially Serviced Loan) shall not exceed an amount equal to 0.25% per annum
of the outstanding principal balance of the Mortgage Loan, (ii) the special servicing liquidation fee (or


 




    	 	 	 



    	 



    

equivalent) shall not exceed 1.0% of
the collections made with respect to the Mortgage Loan or any sums received from proceeds from the disposition of the Mortgaged
Property or the Mortgage Loan, as the case may be, (iii) the special servicing workout fee (or equivalent) shall not exceed 1.0%
of the collections made with respect to the Mortgage Loan while the Mortgage Loan is a performing or “corrected” loan
(or such other analogous term pursuant to the Servicing Agreement), (iv) in no event shall both a workout fee and a liquidation
fee be payable on the same principal payment, and (v) any such workout fee or liquidation fees shall be excluded if the A Notes
and the B Notes are purchased within ninety (90) days of the date on which the first Noteholder Purchase Notice was given
by a Subordinate Noteholder.


“Advance
Interest Amount” shall mean interest payable on Advances, as specified in the Servicing Agreement.


“Advances”
shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement
(but for purposes hereof shall be limited to Advances in respect of the Mortgage Loan or the Mortgaged Property).


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


“Agent”
shall mean the Initial Agent (or an Affiliate of the Initial Agent) or such Person to whom the Initial Agent shall delegate its
duties hereunder, or any successor agent designated under Section 37.


“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 the office
of the Initial Note A Holder listed on Exhibit B hereto, and which is the address to which notices to and correspondence with the
Agent should be directed. The Agent may change the address of its designated office by notice to the Noteholders.


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


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


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


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


 




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


“B Note(s)”
shall mean each Note that has a designation starting with “B”, either individually or in the aggregate as the context
may require.


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


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


“Borrower
Party” shall mean the Mortgage Loan Borrower, a manager of the Mortgaged Property, a Restricted Mezzanine Holder or any
Borrower Party Affiliate.


“Borrower
Party Affiliate” shall mean, with respect to the Mortgage Loan Borrower, a manager of the Mortgaged Property or a Restricted
Mezzanine Holder, (a) any other Person controlling or controlled by or under common control with such Mortgage Loan Borrower,
manager or Restricted Mezzanine Holder, as applicable, or (b) any other Person owning, directly or indirectly, 10% or more
of the beneficial interests in such Mortgage Loan Borrower, manager or Restricted Mezzanine Holder. For the purposes of this definition,
“control” when used with respect to any specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


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


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


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


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


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


“Commission”
means the U.S. Securities and Exchange Commission or any successor thereto.


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


 




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


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


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


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


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


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


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


provided that a Control
Appraisal Period shall terminate upon the occurrence of a Threshold Event Cure by the Note B Holders.


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


“Controlling
Noteholder” shall mean as of any date of determination (i) the holder or holders of a majority of the B Notes (by Principal
Balance), unless a Control Appraisal Period has occurred and is continuing and (ii) if and for so long as a Control Appraisal Period
has occurred and is continuing, the Note A Holder; provided that at any time the Note A Holder is the Controlling Noteholder and
Note A is included in the Note A Securitization, references to the “Controlling Noteholder” herein shall mean the Controlling
Class Representative or any other party assigned the rights to exercise the rights of the “Controlling Noteholder”
hereunder, as and to the extent provided in the Servicing Agreement; and provided further that, if the Note B Holders would
be the Controlling Noteholder pursuant to the terms hereof, but any interest in any B Note is held by a Borrower Party, or a Borrower
Party would otherwise be entitled to exercise the rights of the Controlling Noteholder in respect of any B Note, then a Control
Appraisal Period shall be deemed to have occurred. PLIC is the Controlling Noteholder as of the date of this Agreement.


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


 




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


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


“Defaulted
Mortgage Loan Purchase Price” shall mean, in connection with the purchase of the A Notes by the Note B Holders,
the sum, without duplication, of each of the following to the extent that such amounts have not been previously paid or reimbursed
pursuant to Section 3 or Section 4 of this Agreement: (a) the Note A Principal Balance, (b) accrued
and unpaid interest, on the Note A Principal Balance at the Note A Rate from the date as to which interest was last paid in full
by Mortgage Loan Borrower up to and including the end of the interest accrual period relating to the Monthly Payment Date next
following the date the purchase occurred, (c) any other amounts due under the Mortgage Loan to the Note A Holders, other than
Prepayment Premiums, default interest, late fees, exit fees and any other similar fees, provided that if a Borrower Party
is the purchaser, the Defaulted Mortgage Loan Purchase Price shall include Prepayment Premiums, default interest, late fees, exit
fees and any other similar fees, (d) without duplication of amounts under clause (c), any unreimbursed Advances
and any expenses incurred in enforcing the Mortgage Loan Documents (including, without limitation, Property Protection Advances
payable or reimbursable to any Servicer, and special servicing fees incurred by or on behalf of the Note A Holders), (e) without
duplication of amounts under clause (c), any accrued and unpaid Advance Interest Amount with respect to an Advance
made by or on behalf of the Note A Holders, (f) (x) if a Borrower Party is the purchaser or (y) if the Mortgage Loan is purchased
more than ninety (90) days after such option first becomes exercisable pursuant to Section 12 of this Agreement, any liquidation
or workout fees payable under the Servicing Agreement with respect to the Mortgage Loan (provided that in no event shall both a
workout fee and a liquidation fee be payable in connection with the same purchase event), or (z) if the Mortgage Loan is purchased
more than 120 days after such option first becomes exercisable pursuant to Section 12 of this Agreement, any default interest on
the Note A Principal Balance at the Note A Rate from the date as to which interest was last paid in full by Mortgage Loan Borrower
and (g) any Recovered Costs not reimbursed previously to the Note A Holders pursuant to this Agreement. Notwithstanding
the foregoing, if the purchasing Noteholder is purchasing from a Borrower Party, the Defaulted Mortgage Loan Purchase Price shall
not include the amounts described under clauses (d) through (f) of this definition. If the Mortgage Loan is converted
into a Foreclosure Property, for purposes of determining the Defaulted Mortgage Loan Purchase Price, interest will be deemed to
continue to accrue on Note A at the Note A Default Rate as if the Mortgage Loan were not so converted. In no event shall the Defaulted
Mortgage Loan Purchase Price include amounts due or payable to the Purchasing Noteholder under this Agreement.


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


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


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


 




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“Eligible
Information” shall mean any of the following items to the extent they come into existence after the date hereof: (i)
any appraisals commissioned by the Mortgage Loan Borrower and delivered to the Lead Securitization Noteholder by the Mortgage Loan
Borrower, (ii) any financial and/or operating statements delivered to the Lead Securitization Noteholder by the Mortgage Loan Borrower
and/or any guarantor with respect to the Mortgage Loan, (iii) any environmental reports and updates delivered to the Lead Securitization
Noteholder by the Mortgage Loan Borrower, (iv) copies of any leases delivered to the Lead Securitization Noteholder by the Mortgage
Loan Borrower, (v) any rent rolls delivered to the Lead Securitization Noteholder by the Mortgage Loan Borrower, (vi) any insurance
policies and confirmations of renewal of any such insurance policies delivered to the Lead Securitization Noteholder by the Mortgage
Loan Borrower, (vii) statements as to the outstanding balances in all escrows and reserves, (viii) copies of tax bills and evidence
of payment, and (ix) copies of title updates and any filed lien claims or judgments.


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


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


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


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


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


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


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


“Initial
Note A Holder” shall have the meaning assigned to such term in the recitals.


“Initial
Note A Principal Balance” shall have the meaning assigned to such term in the Mortgage Loan Schedule.


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


“Initial
Note B Principal Balance” shall have the meaning assigned to such term in the Mortgage Loan Schedule.


“Initial
Noteholders” shall mean, collectively, the Initial Note A Holder and the Initial Note B Holder.


“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


 




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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.


“Insurance
and Condemnation Proceeds” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous
term used in the Servicing Agreement.


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


“KBRA”
shall mean Kroll Bond Rating Agency, Inc., or its successor in interest.


“Lead Securitization”
shall mean the Note A Securitization.


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


“Lead Securitization
Note” shall mean Note A on and after the Note A Securitization Date.


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


“Lead Securitization
Servicing Agreement” shall mean the Note A PSA on and after the Note A Securitization Date.


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


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


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


 




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“Major Decisions”
shall mean:


(i)     any
proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any Foreclosure Property and
any acceptance of a deed in lieu of foreclosure) of the ownership of the property or properties securing the Mortgage Loan following
an Event of Default;


(ii)     any
modification, consent to a modification or waiver of any monetary term (other than the waiver or reduction of 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 Documents 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 Documents, 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;


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


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


(vi)     any
release of collateral or any acceptance of substitute or additional collateral for the Mortgage Loan or any consent to either of
the foregoing, other than 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 or any determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause with respect
to the Mortgage Loan or any consent to such a waiver or any consent to a transfer of all or any portion of the Mortgaged Property
or of any direct or indirect legal or beneficial interests in the Mortgage Loan Borrower;


(viii)     any
consent to the incurrence of additional debt by the Mortgage Loan Borrower or any mezzanine financing by any direct or indirect
beneficial owner of the Mortgage Loan 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, participation agreement or other
similar agreement (other than this Agreement) with any mezzanine lender or subordinate debt holder related to the Mortgage Loan,
or any action to enforce rights (or any decision not to enforce rights) with respect thereto;


 




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


(xi)     any
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
approval or disapproval of a proposed assumption of the Mortgage Loan, and any approval of the related documentation, in each case
pursuant to Section 7.1 of the Mortgage Loan Agreement;


(xiii)     any
determination of an Acceptable Insurance Default;


(xiv)     any
determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer under the circumstances where the Master
Servicer determines, in its reasonable business judgment, exercised in accordance with the Servicing Standard, that a default consisting
of a failure to make a payment of principal or interest is reasonably foreseeable or there is a significant risk of such default
or any other default that is likely to impair the use or marketability of the Mortgaged Properties or such other analogous event
described in the definition of Servicing Transfer Event;


(xv)     the
execution, termination or renewal of any lease, to the extent lender approval is required under the Mortgage Loan Documents and
to the extent such lease constitutes a “major lease” as defined in the Mortgage Loan Documents, including entering
into any subordination, non-disturbance and attornment agreement;


(xvi)     any
adoption or implementation of a budget submitted by the Mortgage Loan Borrower to the extent lender approval is required under
the Mortgage Loan Documents;


(xvii)     the
voting on or opposing any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower;


(xviii)     the
release of a guarantor under the Mortgage Loan Documents or the approval of any replacement or additional guarantor under the Mortgage
Loan Documents;


(xix)     the
approval of any property improvement plans or other material alterations proposed for the Mortgaged Property;


 




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(xx)     subject
to the REMIC provisions of the Code, any determination regarding the application of casualty or condemnation proceeds to restoration
of the Mortgaged Property or to repayment of the Mortgage Loan;


(xxi)     any
proposed modification or waiver of the insurance requirements set forth in the Mortgage Loan Documents, other than pursuant to
the specific terms of such Mortgage Loan Documents and for which there is no lender discretion; or


(xxii)     any
filing of a bankruptcy or similar action against the Mortgage Loan Borrower or guarantor or the election of any action in a bankruptcy
or Insolvency Proceeding to seek relief from the automatic stay or dismissal of a bankruptcy filing, seeking or opposing an order
for adequate protection, adequate assurance, a § 363 sale, order shortening time or similar motion of procedure in an Insolvency
Proceeding or making an § 1111(b)(2) election on behalf of the Noteholders;


provided, however
that upon the occurrence and during the continuance of a Control Appraisal Period, “Major Decision” shall have
the meaning given to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement.


“Master Servicer”
shall mean the master servicer appointed pursuant to the Servicing Agreement.


“Master Servicer
Remittance Date” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term
used in the Servicing Agreement.


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


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


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


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


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


“Morningstar”
shall mean Morningstar Credit Ratings, LLC, or any successor in interest.


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


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


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


 




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“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of June 14, 2019, between the Mortgage Loan Borrower and Lender,
as the same may be 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 18.


“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 Rate” shall mean, as of any date of determination, the weighted average of the Note A Rate and the Note B Rate.


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


“Net Note
A Rate” shall mean the Note A Rate minus the Servicing Fee Rate.


“Net Note
B Rate” shall mean the Note B Rate minus the Servicing Fee Rate.


“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 Noteholders to make such payments free of any obligation or liability for withholding.


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


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


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


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


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


 




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“Note”
shall mean each A Note and B Note.


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


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


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


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


“Note A PSA”
shall mean the pooling and servicing agreement to be entered into in connection with the Securitization of Note A.


“Note A Rate”
shall mean the Note A Rate set forth on the Mortgage Loan Schedule.


“Note A Relative
Spread” shall mean the ratio of the Note A Rate to the Mortgage Loan Rate.


“Note A Securitization”
shall mean the sale by the Note A Holder of all of such Note (or the first securitization of any portion of such Note, if applicable)
to the Depositor, who will in turn include such portion of such Note as part of a securitization of one or more mortgage loans.


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


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


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


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


“Note B Holders”
shall mean the Initial Note B Holder, and any successor in interest, or any subsequent holder of Note B.


“Note B Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B Principal Balance and
the denominator of which is the sum of the Note A Principal Balance and the Note B Principal Balance.


 




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“Note B Principal
Balance” shall mean, at any time of determination, the Initial Note B Principal Balance set forth on the Mortgage Loan
Schedule, less any payments of principal thereon or reductions in such amount pursuant to Sections 3, 4 or 5,
as applicable.


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


“Note B Relative
Spread” shall mean the ratio of the Note B Rate to the Mortgage Loan Rate.


“Note Default
Interest Spread” shall mean, with respect to the outstanding principal balance of any Note, a rate per annum equal to
the lesser of (i) the Maximum Legal Rate or (ii) four percent (4%) above the Note Rate applicable to such Note.


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


“Note Rate”
shall mean any of the Note A Rate and the Note B Rate, as applicable.


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


“Noteholder”
shall mean any of the Note A Holder and the Note B Holder, as applicable.


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


“Operating
Advisor” shall mean the operating advisor appointed pursuant to the Lead Securitization Servicing Agreement.


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


“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 $600,000,000
and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


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


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


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


 




    	 	13	 



    	 



    

“Principal
Balance” shall mean any of the Note A Principal Balance and the Note B Principal Balance, as applicable.


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


“Purchased
Note” has the meaning assigned to such term in Section 12.


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


“Qualified
Institutional Lender” shall mean each of the Initial Noteholders (and any Affiliates and subsidiaries of such entity)
and any other Person that is:


(a)     an
entity Controlled (as defined below) by, under common Control with or Controlling any Initial Noteholder, or


(b)     one
or more of the following:


(i)     a
real estate investment bank, an insurance company, reinsurance trust, 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 (or in the case of a CDO, a single purpose bankruptcy remote entity which contemporaneously assigns or pledges
its Note, or a participation interest therein (or any portion thereof) to a Qualified Trustee) in connection with (a) a securitization
of, (b) the creation of collateralized debt obligations (“CDO”) secured by, or (c) a financing through an “owner
trust” of, a Note (any of the foregoing, a “Securitization Vehicle”), provided that (1) one or more classes
of securities issued by such Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies
which assigned a rating to one or more classes of securities issued in connection with such 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 to such Securitization Vehicle); (2) in the
case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle has a Required Special
Servicer Rating or is otherwise 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 in accordance with servicing arrangements
for the assets held by the Securitization Vehicle which require that such Approved Servicer


 




    	 	14	 



    	 



    

act in accordance with a servicing
standard notwithstanding any contrary direction or instruction from any other Person; or (3) in the case of a Securitization Vehicle
that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered and managed by
a CDO Asset Manager which is a Qualified Institutional Lender, are each a Qualified Institutional Lender under clauses (b)(i),
(b)(ii), (b)(iii), (b)(iv) or (b)(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 $600,000,000, in which (A) any Noteholder, (B) a person that is otherwise a Qualified Institutional Lender under
clause (b)(i), (b)(ii) or (b)(v) (with respect to an institution substantially similar to the entities referred
to in clause (b)(i) or (b)(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
entity substantially similar to any of the foregoing, or


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


(c)     any
entity Controlled (as defined below) by any of the entities described in clause (b) above or approved by the Rating Agencies
hereunder as a Qualified Institutional Lender for purposes of this Agreement, or as to which the Rating Agencies have stated they
would not review such entity in connection with the subject transfer; or


provided that, in
the case of any entity referred to in clause (b)(i), (b)(ii), (b)(iii)(a), (b)(iv)(B) or (b)(v)
of this definition, (x) such entity has at least $250,000,000 in capital/statutory surplus or shareholders’ equity (except
with respect to a pension advisory firm, asset manager 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 junior CMBS securities or owning or operating
commercial real estate properties; provided further that, in the case of the entity described in clause (iv)(b)(B) of this
definition, 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


For purposes of this
definition only, “Control” means the ownership, directly or indirectly, in the aggregate of more than fifty
percent (50%) of the beneficial ownership interests of an entity and the possession, directly or indirectly, of the power to direct
or cause the direction


 




    	 	15	 



    	 



    

of the management or policies of an
entity, whether through the ability to exercise voting power, by contract or otherwise (“Controlled” and “Controlling”
have the meaning correlative thereto).


“Qualified
Trustee” means (i) a corporation, national bank, national banking association or a trust company, organized and doing
business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers
and to accept the trust conferred, having a combined capital and surplus of at least $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 any of (a) S&P, (b) Moody’s, (c) Fitch, (d) DBRS, (e) KBRA, (f) Morningstar or, (g) if any of such entities
shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized statistical
rating agency reasonably designated by the Depositor to rate the securities issued in connection with the Securitization of Note
A; provided, however, that, at any time during which Note A is an asset of the Note A Securitization, “Rating
Agencies” or “Rating Agency” shall mean with respect to Note A each and every of those rating agencies that are
engaged by the Depositor from time to time to rate the securities issued in connection with the Note A Securitization but excluding
any of those rating agencies that do not rate any securities issued in connection with any Securitization of Note A.


“Rating Agency
Confirmation” shall mean, after a Securitization, the meaning given thereto or to such other analogous term used in the
Servicing Agreement including any deemed Rating Agency Confirmation.


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


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


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


“Relative
Spread” shall mean any of the Note A Relative Spread or the Note B Relative Spread, as the context may require.


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


 




    	 	16	 



    	 



    

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


“Required
Special Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of either “CSS3”
or “CLLSS3”, (ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S.
Commercial Mortgage Special Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for
one or more loans included in a CMBS transaction 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 CMBS securities
or placed any class of CMBS securities on watch citing the continuation of such special servicer as special servicer of such commercial
mortgage loans, (iv) in the case of Morningstar, either (a) the applicable replacement has a special servicer ranking of at least
“MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar, is currently acting as a special
servicer on a deal or transaction-level basis for all or a significant portion of the related mortgage loans in other CMBS transactions
rated by any of S&P, Moody’s, Morningstar, 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 currently
acting as special servicer for one or more loans included in a commercial mortgage loan securitization that is rated by DBRS, and
DBRS has not downgraded or withdrawn the then-current rating on any class of commercial mortgage-backed securities or placed any
class of commercial mortgage-backed securities on watch citing the continuation of such special servicer as the sole or material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination.


“Restricted
Mezzanine Holder”: A holder of a related mezzanine loan (or any Affiliate or agent thereof) or an owner in any interest
in any related mezzanine loan (whether legally, beneficially or otherwise, including as a holder of a note evidencing a related
mezzanine loan, a holder of a participation interest in a related mezzanine loan or a beneficial owner of any securities collateralized
by a related mezzanine loan) (a) that has been accelerated or as to which the mezzanine lender has initiated foreclosure or enforcement
proceedings against the equity collateral pledged to secure such mezzanine loan, (b) as to which an event of default under such
mezzanine loan has occurred giving rise to an automatic acceleration of such mezzanine loan or the right of the lender thereunder
to accelerate such mezzanine loan or (c) at any time when any Servicing Transfer Event has occurred and is continuing with respect
to the Mortgage Loan as a result of any determination by the Servicer that a default in the payment of principal or interest under
the Mortgage Loan is reasonably foreseeable.


 




    	 	17	 



    	 



    

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


“Risk Retention
Rules” shall mean the joint final rule that was promulgated to implement the Risk Retention Requirements (which such
joint final rule has been codified, inter alia, at 17 C.F.R. § 246), as such rule may be amended from time to time, and subject
to such clarification and interpretation as have been provided by the Office of the Comptroller of the Currency, the Board of Governors
of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Commission and
the Department of Housing and Urban Development in the adopting release (79 Fed. Reg. 77601 et seq.) or by the staff of any such
agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time to time as
of the applicable compliance date specified therein.


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


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


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


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


“Securitization
Servicing Agreement” shall mean the Lead Securitization Servicing Agreement.


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


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


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


 




    	 	18	 



    	 



    

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


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


“Servicing
Agreement” shall mean the Lead Securitization Servicing Agreement; provided that in the event that the Lead Securitization
Note is no longer an asset of the trust fund created pursuant to the Lead Securitization Servicing Agreement, the “Servicing
Agreement” shall be determined in accordance with Section 2(e).


“Servicing
Fee Rate” shall be the per annum rate, not to exceed one basis point (0.01%) per annum, at which primary servicing fees
are payable in respect of the Mortgage Loan as set forth in the Servicing Agreement. The Servicing Fee Rate shall not reflect any
master servicing fees payable by any Noteholder.


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


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


“Special
Servicer” shall mean the special servicer appointed pursuant to the Servicing Agreement and this Agreement.


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


“Subordinate
Notes” shall mean the B Note(s).


“Subordinate
Noteholders” shall mean each of the Holders of the B Note(s).


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


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


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


“Transfer”
shall mean any sale, assignment, transfer, pledge, syndication, participation, hypothecation, contribution, encumbrance or other
disposition, either  directly or indirectly, by operation of law or otherwise.


 




    	 	19	 



    	 



    

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


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


“Withheld
Amounts” shall have the meaning assigned to such term in Section 3.


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


Section 2.     Servicing.


(a)     Each
Noteholder acknowledges and agrees that, subject to this Agreement, the Mortgage Loan shall be serviced pursuant to this Agreement
and (i) prior to the Lead Securitization Date, under interim servicing arrangements as directed by the Note A Holder and (ii) after
the Lead Securitization Date, the Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly
payments of principal or interest in respect of the Notes other than the Lead Securitization Note if such principal or interest
is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and
other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage
thereon, subject to the terms of the Servicing Agreement (including a determination of recoverability thereunder). Each Noteholder
acknowledges that another Noteholder may elect, in its sole discretion, to include the related Note in a Securitization and agrees
that it will reasonably cooperate with such other Noteholder, at such other Noteholder’s expense, to effect such Securitization.
Subject to the terms and conditions of this Agreement, each Noteholder hereby irrevocably and unconditionally consents to the appointment
of the Master Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee
under the Servicing Agreement by the Depositor, and the appointment of the Special Servicer as the initial Special Servicer under
the Servicing Agreement by the Depositor (subject to replacement by the Controlling Noteholder as provided herein) and agrees to
reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance
with this Agreement and the Servicing Agreement. Each Noteholder hereby appoints the Master Servicer, the Special Servicer and
the Trustee in the Lead Securitization as such Noteholder’s attorney-in-fact to sign any documents reasonably required with
respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times
to the rights of the Noteholders set forth herein and in the Servicing Agreement). In no event shall the Servicing Agreement require
any Servicer to enforce the rights of any Noteholder against any other Noteholder or limit any Servicer in


 




    	 	20	 



    	 



    

enforcing the rights of one Noteholder
against any other Noteholder; however, this statement shall not be construed to otherwise limit the rights of one Noteholder with
respect to any other Noteholder. Each Servicer shall be required pursuant to the Servicing Agreement to service the Mortgage Loan
in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, the Servicing Agreement and applicable law,
and shall not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.


(b)     In
no event shall any Subordinate Noteholder be entitled to exercise any rights of the “directing holder”, controlling
or consulting class or any analogous class or holder under the Servicing Agreement except to the extent such Subordinate Noteholder
is given such rights expressly under the terms of this Agreement or the Servicing Agreement in its capacity as the Controlling
Noteholder, and in no event may any such “directing holder”, controlling or consulting class or analogous class or
holder under the Servicing Agreement have any of the rights of the Controlling Noteholder hereunder except during a Control Appraisal
Period.


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


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


(e)     At
any time after the Securitization Date that the Lead Securitization Note is no longer subject to the provisions of the Servicing
Agreement, the Lead Securitization Noteholder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that
contains servicing provisions which are the same as or more favorable to each Subordinate Noteholder, in substance, to those in
the Servicing Agreement and all references herein to the “Servicing Agreement” shall mean such subsequent servicing
agreement; provided, however, that until a replacement servicing agreement has been entered into, the Lead Securitization
Noteholder shall cause the Mortgage Loan to be serviced in accordance with the servicing provisions set forth in the Servicing
Agreement as if such agreement was still in full force and effect with respect to the Mortgage Loan; provided, however,
that the Servicer under such replacement Servicing Agreement shall have no further obligations to advance monthly payments of principal
and interest; provided, further, however, that until a replacement servicing agreement is in place, the actual
servicing of the Mortgage Loan may be performed by any nationally recognized commercial mortgage loan servicer meeting the requirements
of the Servicing Agreement appointed by the Lead Securitization Noteholder and the special servicer appointed by the Controlling
Noteholder and does not have to be performed by the service providers set forth under the Servicing Agreement.


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


 




    	 	21	 



    	 



    

and other amounts with respect to Note
A as and to the extent set forth herein. If no Sequential Pay Event shall have occurred and be continuing, all amounts tendered
by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan
or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon
Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage
Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the
restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage
Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows
required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held
as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable
to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding
master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer
fees, all of which shall be payable by the Note A Holder to such party out of distributions made in respect of Note A), with respect
to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld
Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments
shall be made at such times as are set forth in the Servicing Agreement):


(a)     first,
to the Note A Holder in an amount equal to the accrued and unpaid interest on the Note A Principal Balance at the Net Note A Rate;


(b)     second,
to the Note A Holder in an aggregate amount equal to all principal payments received, including any Insurance and Condemnation
Proceeds received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan allocated as principal on
the Mortgage Loan and payable to the Noteholders, until the Note A Principal Balance has been reduced to zero;


(c)     third,
to the Note A Holder up to the amount of any unreimbursed out-of-pocket costs and expenses paid by the Note A Holder, including
any Recovered Costs not previously reimbursed by the Mortgage Loan Borrower (or paid or advanced by any Servicer on its behalf
and not previously paid or reimbursed to such Servicer) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing
Agreement;


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


(e)     fifth,
to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse
the Note B Holder for all such cure payments;


 




    	 	22	 



    	 



    

(f)     sixth,
to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B
Rate;


(g)     seventh,
to the Note B Holder in an aggregate amount equal to all principal payments received, including any Insurance and Condemnation
Proceeds received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan allocated as principal on
the Mortgage Loan and payable to the Noteholders, remaining after giving effect to the allocation in clause (b) above, until
the Note B Principal Balance has been reduced to zero;


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


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


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


(k)     eleventh,
to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied
under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any
Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to
the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid
pro rata to the Note A Holders and the Note B Holders in accordance with the Note A Percentage Interest and the Note B Percentage
Interest, respectively; and


(l)     twelfth,
if any excess amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage
Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata
to the Note A Holders and the Note B Holder in accordance with the initial Note A Percentage Interest and the initial Note B Percentage
Interest, respectively.


Section 4.     Payments
Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section
3 of this Agreement; provided, if a Sequential Pay Event shall have occurred and be continuing, all amounts tendered
by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan
or the Mortgaged Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master
Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances),
whether received in the form of Monthly Payments, any proceeds from the sale or


 




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distribution of any Foreclosure Property,
the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing
the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied
to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of
the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding any Withheld Amounts, shall be distributed
by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are
set forth in the Servicing Agreement):


(a)     first,
to the Note A Holder in an amount equal to the accrued and unpaid interest on the Note A Principal Balance at the Net Note A Rate;


(b)     second,
to the Note A Holder, until the Note A Principal Balance has been reduced to zero;


(c)     third,
to the Note A Holder up to the amount of any unreimbursed out-of-pocket costs and expenses paid by the Note A Holder, including
any Recovered Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed by the
Mortgage Loan Borrower (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed to such Servicer),
with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


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


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


(f)     sixth,
to the extent the Note B Holder have made any payments or advances to cure defaults pursuant to Section 11, to reimburse
the Note B Holder for all such cure payments; and to the Note B Holder in the amount of any other unreimbursed reasonable out-of-pocket
costs and expenses paid by the Note B Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the
Mortgage Loan Borrower;


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


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


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


 




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


(k)     eleventh,
to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied
under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any
Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to
the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid
pro rata to the Note A Holders and the Note B Holders in accordance with the Note A Percentage Interest and the Note B Percentage
Interest, respectively; and


(l)     twelfth,
if any excess amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage
Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata
to the Note A Holders and the Note B Holders in accordance with the initial Note A Percentage Interest and the initial Note B Percentage
Interest, respectively.


Section 5.     Administration
of the Mortgage Loan.


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


 




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(b)     The
administration of the Mortgage Loan shall be governed by this Agreement and the Servicing Agreement. Each Noteholder agrees to
be bound by the terms of this Agreement and the Servicing Agreement. The Servicers shall service the Mortgage Loan in accordance
with the terms of this Agreement, including without limitation, the rights of the Subordinate Noteholders set forth in Section
5(f) below and consistent with the Servicing Standard. Servicing of the Mortgage Loan shall be carried out by the Master Servicer
and, if the Mortgage Loan is a Specially Serviced Loan, by the Special Servicer, in each case pursuant to the Servicing Agreement
and consistent with the Servicing Standard. Notwithstanding anything to the contrary contained herein, in accordance with the Servicing
Agreement, the Lead Securitization Noteholder shall cause the Master Servicer and the Special Servicer to service and administer
the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests of each of the Noteholders as a
collective whole (it being understood that the interests of the Note B Holders are subordinate to Note A, subject to the terms
and conditions of this Agreement, including without limitation the rights of the Controlling Noteholder), and any Subordinate Noteholder
who is not a Borrower Party shall be deemed a third party beneficiary of such provisions of the Servicing Agreement. The foregoing
provisions of this Section 5(b) shall not limit or modify the rights of the Controlling Noteholder and/or the Controlling
Noteholder Representative to exercise their respective rights specifically set forth under this Agreement.


(c)     Notwithstanding
anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement and this Agreement
(including, without limitation, Sections 5(f) and 6), if the Servicer in connection with a Workout of the Mortgage
Loan modifies the terms thereof in accordance herewith such that (i) the unpaid principal balance of the Mortgage Loan is
decreased, (ii) the Mortgage Loan Rate or scheduled amortization payments on such Mortgage Loan are reduced, (iii) payments
of interest or principal on such Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment (other than an
increase in the Mortgage Loan Rate or increase in scheduled amortization payments) is made to any of the terms of the Mortgage
Loan, all payments to the Note A Holders and the Note B Holders pursuant to Section 3 and Section 4, as
applicable, shall be made as though such Workout did not occur, with the payment terms of Note A remaining the same as they are
on the date hereof, the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable
to such Workout shall be borne, first, by the Note B Holders (pro rata based on the Principal Balances of their
respective Notes), and then, by the Note A Holders (pro rata based on the Principal Balances of their respective
Notes), in that order, in each case up to the amount otherwise due on such Note(s). Subject to the Servicing Agreement and this
Agreement (including without limitation Sections 5(f) and (6)), in the case of any modification or amendment
described above, the Lead Securitization Noteholder (or the Servicer on its behalf) will have the sole authority and ability to
revise the payment provisions set forth in Section 3 and Section 4 above in a manner that reflects the
subordination of Note B to Note A, with respect to the loss that is the result of such amendment or modification, including: (i) the
ability to increase the Note A Percentage Interest, and to increase or reduce, as applicable, the Note B Percentage Interest in
a manner that reflects a loss in principal as a result of such amendment or modification and (ii) the ability to change the
Note A Rate and the Note B Rate, as applicable, in order to reflect a reduction in the Mortgage Loan Rate of the Mortgage Loan
but shall not be permitted to change the order of the clauses set forth in Sections 3 and 4 hereof. Notwithstanding
the foregoing, if any Workout, modification or amendment of the Mortgage Loan extends the original maturity date of the Mortgage
Loan, for purposes of this paragraph, the Balloon Payment will be deemed not to be due on the original


 




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maturity date of the Mortgage Loan but
will be deemed due on the extended maturity date of the Mortgage Loan.


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


(e)     If
any Note is included as an asset of a REMIC, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage
Loan shall be administered such that the Notes shall each qualify at all times as (or as interests in) a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on
behalf of the Noteholders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of
the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interests of the
Noteholders therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
the Code and (iii) 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 Noteholders may
have under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage
Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three
months after the earliest startup day of any REMIC which includes Note A (or any portion thereof). The Noteholders agree that the
provisions of this Section 5(e) shall be effected by compliance by the Lead Securitization Noteholder or its assignees with
this Agreement or the Servicing Agreement or any other agreement which governs the administration of the Mortgage Loan or the Lead
Securitization Noteholder’s interests therein. All costs and expenses of compliance with this Section 5(e), to the
extent that such costs and expenses relate to administration of a REMIC or to any determination respecting the amount, payment
or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, shall be borne by each Noteholder
with respect to the REMIC containing the Note owned by such Noteholder.


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


(f)     (i)  Subject
to clauses (ii) or (iii) below, if any consent, modification, amendment or waiver under or other action in respect of the Mortgage
Loan (whether or not a Servicing Transfer Event has occurred and is continuing) that would constitute a Major Decision has been
requested or proposed or any fact or circumstance has occurred requiring that a Major Decision be made, or if the Master Servicer
or Special Servicer otherwise intends to make a Major


 




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Decision, then the Master Servicer or
Special Servicer, as applicable, shall deliver prompt written notice thereof to the Controlling Noteholder and its Controlling
Noteholder Representative, if any, at least ten (10) Business Days prior to taking action with respect to such Major Decision (or
making a determination not to take action with respect to such Major Decision), and none of the Master Servicer, the Special Servicer
or any other Person shall implement any decision with respect to such Major Decision (or make a determination not to take action
with respect to such Major Decision) unless and until the Master Servicer or the Special Servicer, as applicable, has received
the written consent of the Controlling Noteholder (or its Controlling Noteholder Representative).


(ii)     If
the Master Servicer or Special Servicer, as applicable, has not received a response from the Controlling Noteholder (or its Controlling
Noteholder Representative) with respect to such Major Decision within five (5) Business Days after delivery of the notice of such
Major Decision, the Lead Securitization Noteholder (or the Special Servicer acting on its behalf) shall deliver an additional copy
of the notice of such Major Decision in all caps bold 14-point font: “This is a Second
Notice. Failure to respond within five (5) Business Days of this Second Notice will result in a loss of your right to consent with
respect to this decision,” and if the Controlling Noteholder fails to respond to the Lead Securitization Noteholder
(or the Special Servicer acting on its behalf) with respect to any such proposed action within five (5) Business Days after receipt
of such second notice, the Controlling Noteholder shall have no further consent rights with respect to the specific action set
forth in such notice of such Major Decision (provided, however, that such failure to reply shall not affect the rights of the Controlling
Noteholder to consent to any future actions). Notwithstanding the foregoing, or if a failure to take any such action at such time
would be inconsistent with the Servicing Standard, the Servicer may take actions with respect to such Mortgaged Property before
obtaining the consent of the Controlling Noteholder (or its Controlling Noteholder Representative) if the Servicer reasonably determines
in accordance with the Servicing Standard that failure to take such actions prior to such consent would materially and adversely
affect the interest of the Noteholders as a collective whole, and the Servicer has made a reasonable effort to contact the Controlling
Noteholder. The foregoing shall not relieve the Lead Securitization Noteholder (or a Servicer acting on its behalf) of its duties
to comply with the Servicing Standard.


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


The Noteholders acknowledge
that the Lead Securitization Servicing Agreement may contain certain provisions that give the Operating Advisor or Risk Retention
Consultation


 




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Party certain non-binding consultation
rights with respect to Major Decisions and other events related to compliance with the Risk Retention Rules applicable to the Lead
Securitization.


(g)     The
Note B Holders, acting unanimously, shall be entitled to avoid a Control Appraisal Period caused by application of an Appraisal
Reduction Amount upon satisfaction of the following (which must be completed within thirty (30) days of receipt of a third party
Appraisal ordered by the Master Servicer or the Special Servicer that indicates such Control Appraisal Period has occurred (which
such Appraisal the Special Servicer will be required to deliver to each Subordinate Noteholder within two Business Days of receipt
by the Special Servicer of such third party Appraisal) together with the Master Servicer’s calculation of the Appraisal Reduction
Amount applicable to each Subordinate Note): (i) such Subordinate Noteholder(s) shall have delivered Threshold Event Collateral
as a supplement to the appraised value of the Mortgaged Property, in the amount specified in clause (ii) below, to the Servicer,
together with documentation acceptable to the Servicer in accordance with the Servicing Standard to create and perfect a first
priority security interest in favor of the Servicer on behalf of the Lead Securitization Noteholder in (a) cash collateral for
the benefit of, and acceptable to, the Servicer or (b) an unconditional and irrevocable standby letter of credit with the Lead
Securitization Noteholder (or after the closing of the Lead Securitization, the Servicer or such other party as provided under
the Servicing Agreement) as the beneficiary, issued by a bank or other financial institutions the long term unsecured debt obligations
of which are rated at least “AA” by S&P, “A” by Fitch and “Aa2” by Moody’s or the
short term obligations of which are rated at least “A-1+” by S&P, “F-1” by Fitch and “P-1”
by Moody’s, in each case ignoring any of the foregoing ratings requirements with respect to any rating agency that is not
one of the Rating Agencies (either (a) or (b), the “Threshold Event Collateral”), and (ii) the Threshold Event
Collateral shall be in an amount which, when added to the appraised value of the Mortgaged Property as determined pursuant to the
Servicing Agreement, would cause the applicable Control Appraisal Period not to occur. If the requirements of this paragraph are
satisfied by a Subordinate Noteholder (a “Threshold Event Cure”), no Control Appraisal Period caused by application
of an Appraisal Reduction Amount shall be deemed to have occurred with respect to such Subordinate Noteholder. If a letter of credit
is furnished as Threshold Event Collateral, the applicable Subordinate Noteholder(s) shall be required to renew such letter of
credit not later than thirty (30) days prior to expiration thereof or to replace such letter of credit with a substitute letter
of credit or other Threshold Event Collateral with an expiration date that is greater than forty-five (45) days from the date of
substitution; provided, however, that, if a letter of credit is not renewed prior to thirty (30) days prior to the expiration date
of such letter of credit, the letter of credit shall provide that the Servicer may (and at the direction of the applicable Controlling
Noteholder, shall) draw upon such letter of credit and hold the proceeds thereof as Threshold Event Collateral. If a letter of
credit is furnished as Threshold Event Collateral, the applicable Subordinate Noteholder(s) shall be required to replace such letter
of credit with other Threshold Event Collateral within 30 days if the credit ratings of the issuing entity are downgraded below
the required ratings; provided, however, that, if such Threshold Event Collateral is not so replaced, the Servicer shall draw upon
such letter of credit and hold the proceeds thereof as Threshold Event Collateral. The Threshold Event Cure shall continue until
(i) the appraised value of the Mortgaged Property plus the value of the Threshold Event Collateral would not be sufficient to prevent
the applicable Control Appraisal Period from occurring; (ii) the occurrence of a Final Recovery Determination or (iii) the return
of the Threshold Event Collateral pursuant to the following sentence. If the appraised value of the Mortgaged Property, upon any
redetermination thereof, is sufficient to avoid the occurrence of a Control Appraisal Period without


 




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taking into consideration any, or some
portion of, Threshold Event Collateral previously delivered by one or more Subordinate Noteholder(s), any or such portion of Threshold
Event Collateral held by the Servicer shall promptly be returned to such Subordinate Noteholder(s) (at its/their sole expense).
Upon a Final Recovery Determination with respect to the Mortgage Loan, such Threshold Event Collateral shall be available to reimburse
each Noteholder for any realized loss pursuant to Sections 3 or 4, as applicable, with respect to the Mortgage Loan
after application of the net proceeds of liquidation, not in excess of the Note A Principal Balance and the Note B Principal Balance,
as the case may be, plus accrued and unpaid interest thereon at the applicable interest rate and all other Additional Servicing
Expenses reimbursable under this Agreement and under the Servicing Agreement. Any Threshold Event Collateral shall be treated as
an “outside reserve fund” for purposes of the REMIC Provisions and such property (and the right to reimbursement of
any amounts with respect thereto from a REMIC) shall be beneficially owned by the posting Noteholder who shall be taxed on all
income with respect thereto. The entire amount of Threshold Event Collateral, without a haircut or other reduction, shall be considered
in determining the sufficiency of such Threshold Event Collateral to avoid a Control Appraisal Period.


(h)     Regardless
of whether a Control Appraisal Period is in effect with respect to a Subordinate Note, each of the Master Servicer and the Special
Servicer shall provide to each Subordinate Noteholder copies of all notices, reports and information that the Servicing Agreement
requires such Master Servicer or Special Servicer, as the case may be, to provide to the Controlling Noteholder during such time
as no Control Appraisal Period is in effect.


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


(j)     Notwithstanding
anything to the contrary contained herein or in the Servicing Agreement, if at any time a Borrower Party is a Noteholder (a “Borrower
Party Noteholder”), then (i) such Borrower Party Noteholder shall not have any rights as a Controlling Noteholder or
a Controlling Class Representative, (ii) such Borrower Party Noteholder shall have no right to appoint or terminate the Master
Servicer or Special Servicer, (iii) such Borrower Party Noteholder shall have no right to consult with or advise the Master Servicer
or Special Servicer, and shall have no right to review and approve or comment on any Asset Status Report and (iv) in each and every
instance where, pursuant to this Agreement or the Servicing Agreement, the Master Servicer or Special Servicer must take into account
the interests of each Noteholder (or words of similar import), such consideration shall be given to the Borrower Party Noteholder
only in its capacity as a holder of the applicable Note.


(k)     If
an Event of Default under the Mortgage Loan has occurred and is continuing, the Special Servicer may, in accordance with the terms
and provisions of the Servicing Agreement and subject to the Servicing Standard, elect to sell (1) the Mortgage Loan, subject
to the consent right of the Controlling Noteholder (or its Controlling Noteholder Representative) under Section 5(f), in
which case such sale would include each of Note A and Note B as determined by the Special Servicer in accordance with the
Servicing Standard (taking into account the subordinate nature of the Subordinate Notes), or (2) Note A alone.


 




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The Note B Holder(s)
hereby appoint(s) the Lead Securitization Noteholder as its or their agent, and grants to the Lead Securitization Noteholder an
irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for and
consummating the sale of its respective Note B. The Note B Holder(s) further agree(s) that, upon the request of the Lead Securitization
Noteholder, the Note B Holder(s) shall execute and deliver to or at the direction of the Lead Securitization Noteholder such powers
of attorney or other instruments as the Lead Securitization Noteholder may reasonably request to better assure and evidence the
foregoing appointment and grant, in each case promptly following request, and shall deliver its or their original Note B, endorsed
in blank, to or at the direction of the Lead Securitization Noteholder in connection with the consummation of any such sale. No
provision of this paragraph shall be construed to limit or modify the conditions and limitations set forth in the first and third
paragraphs of this subsection.


The authority of the
Lead Securitization Noteholder to sell Note B, and the obligations of a Note B Holder to execute and deliver instruments or deliver
Note B upon request of the Lead Securitization Noteholder, 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 Person that sold such Lead Securitization Note
into the Lead Securitization from the Lead Securitization Trust in connection with a material breach of representation or warranty
made by such Person with respect to the Lead Securitization Note or material document defect with respect to the documents delivered
by such Person with respect to the Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence
shall not be construed to grant to the Note B Holder(s) the benefit of any representation or warranty made by the Person that sold
such Lead Securitization Note into the Lead Securitization or any document delivery obligation imposed on such Person under any
mortgage loan purchase and sale agreement, instrument of transfer or other document or instrument that may be executed or delivered
by such Person in connection with the Lead Securitization.


Section 6.     Appointment
of Controlling Noteholder Representative.


(a)     The
Controlling Noteholder shall have the right at any time to appoint a controlling noteholder representative to exercise its rights
hereunder (the “Controlling Noteholder Representative”). The Controlling Noteholder shall have the right in
its sole discretion at any time and from time to time to remove and replace the Controlling Noteholder Representative. When exercising
its various rights under Section 5 and elsewhere in this Agreement, the Controlling Noteholder may, at its option, in each
case, act through the Controlling Noteholder Representative. The Controlling Noteholder Representative may be any Person (other
than a Borrower Party), including, without limitation, the Controlling Noteholder, any officer or employee of the Controlling Noteholder,
any Affiliate of the Controlling Noteholder or any other unrelated third party. No such Controlling Noteholder Representative shall
owe any fiduciary duty or other duty to any other Person (other than the Controlling Noteholder). All actions that are permitted
to be taken by the Controlling Noteholder under this Agreement may be taken by the Controlling Noteholder Representative acting
on behalf of the Controlling Noteholder and other Noteholders (and any Servicer) will accept such actions of the Controlling Noteholder
Representative as actions of the Controlling Noteholder. The Lead Securitization Noteholder (or any Servicer on its behalf) shall
not be required to recognize any Person as a Controlling Noteholder Representative until the Controlling Noteholder has notified
the Lead Securitization Noteholder (and any Servicer) of such


 




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appointment and, if the Controlling
Noteholder Representative is not the same Person as the Controlling Noteholder, the Controlling Noteholder Representative provides
the Lead Securitization Noteholder (and any Servicer) with written confirmation of its acceptance of such appointment, an address,
any fax number and any email address 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, telephone numbers,
any fax numbers and any email addresses). The Controlling Noteholder shall promptly deliver such information to any Servicer. None
of the Servicers, Operating Advisor and Trustee shall be required to recognize any person as a Controlling Noteholder Representative
until they receive such information from the Controlling Noteholder. The Controlling Noteholder agrees to inform each such Servicer
or Trustee of the then-current Controlling Noteholder Representative.


(b)     Neither
the Controlling Noteholder Representative nor the Controlling Noteholder will have any liability to any other Noteholder or any
other Person for any action taken, or for refraining from the taking of any action pursuant to this Agreement or the Servicing
Agreement, or for errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad
faith or gross negligence. The Noteholders agree that the Controlling Noteholder Representative and the Controlling Noteholder
may take or refrain from taking actions that favor the interests of one Noteholder over any other Noteholder, and that the Controlling
Noteholder Representative may have special relationships and interests that conflict with the interests of a Noteholder and, absent
willful misfeasance, bad faith or gross negligence on the part of the Controlling Noteholder Representative or such Controlling
Noteholder, as the case may be, agree to take no action against the Controlling Noteholder Representative, such Controlling Noteholder
or any of their respective officers, directors, employees, principals or agents as a result of such special relationships or interests,
and that neither the Controlling Noteholder Representative nor such Controlling Noteholder will be deemed to have been grossly
negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise
of its rights by reason of its having acted or refrained from acting solely in the interests of any Noteholder.


(c)     If
the Lead Securitization Noteholder is the Controlling Noteholder, each of the other Noteholders acknowledges and agrees all of
the aforementioned rights and obligations of the Controlling Noteholder and the Controlling Noteholder Representative set forth
in Section 5(f) and 5(g) and this Section 6 shall be exercisable by the Lead Securitization Noteholder
(or the applicable Person specified in the Servicing Agreement) to the extent set forth in the Servicing Agreement.


Section 7.     Special
Servicer. The Controlling Noteholder (or its Controlling Noteholder Representative), at its expense (including, without limitation,
the reasonable costs and expenses of counsel to any third parties and costs and expenses of the terminated Special Servicer), shall
have the right, at any time from time to time, to appoint a replacement Special Servicer with respect to the Mortgage Loan. The
Controlling Noteholder (or its Controlling Noteholder Representative) shall be entitled to terminate the rights and obligations
of any Special Servicer under the Servicing Agreement, with or without cause, upon at least ten (10) Business Days’ prior
written notice to the Special Servicer (provided, however, that the Controlling Noteholder and/or Controlling Noteholder Representative
shall not be liable for any termination or similar fee in connection with the removal of the Special Servicer in accordance with
this Section 7); such


 




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termination not to be effective unless
and until (A) each Rating Agency delivers a Rating Agency Confirmation (to the extent any portion of the Mortgage Loan has been
securitized); (B) the successor Special Servicer has assumed in writing (from and after the date such successor Special Servicer
becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under the Servicing Agreement
from and after the date it becomes the Special Servicer as they relate to the Mortgage Loan pursuant to an assumption agreement
reasonably satisfactory to the Trustee; and (C) the Trustee shall have received an opinion of counsel reasonably satisfactory to
the Trustee to the effect that (x) the designation of such replacement to serve as Special Servicer is in compliance with the Servicing
Agreement, (y) such replacement will be bound by the terms of the Servicing Agreement with respect to such Mortgage Loan and (z)
subject to customary qualifications and exceptions, the applicable Servicing Agreement will be enforceable against such replacement
in accordance with its terms. The Lead Securitization Noteholder shall promptly provide copies to any terminated Special Servicer
of the documents referred to in the preceding sentence. The Lead Securitization Noteholder will reasonably cooperate with the Controlling
Noteholder in order to satisfy the foregoing conditions, including the Rating Agency Confirmation.


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


Section 8.     Payment
Procedure.


(a)     The
Lead Securitization Noteholder (or the Master Servicer on its behalf), in accordance with the priorities set forth in Section
3 or 4, as applicable, and subject to the terms of the Servicing Agreement, will deposit or cause to be deposited all
payments allocable to the Notes to the Collection Account or Companion Distribution Account established pursuant to the Servicing
Agreement. The Lead Securitization Noteholder (or the Master Servicer on its behalf) shall establish a segregated sub-account for
amounts due to each Noteholder. The Lead Securitization Noteholder (or the Master Servicer acting on its behalf) shall deposit
such amounts to the applicable account within two (2) Business Days following the Lead Securitization Noteholder’s (or the
Master Servicer’s acting on its behalf) receipt of properly identified and available funds from or on behalf of the Mortgage
Loan Borrower; provided, however, that in the event the Master Servicer is in receipt of properly identified funds
that are not available to the Master Servicer, the Master Servicer may instead deposit such amounts into the Collection Account
and Companion Distribution Account, as applicable, on the same Business Day that such properly identified funds become available
to the Master Servicer.


(b)     If
the Lead Securitization Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at
any time that any amount received or collected in


 




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


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


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


Section 9.     Limitation
on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent
that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall
control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence,
willful misconduct or breach of this Agreement on the part of such Noteholder.


Each Subordinate Noteholder
acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including
any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including
any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement
and the Servicing


 




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Agreement in a manner that may be adverse
to the interests of such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have
no liability whatsoever to such Subordinate Noteholder in connection with the Lead Securitization Noteholder’s exercise of
rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however,
that such Servicer must act in accordance with the Servicing Standard.


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


Section 10.     Bankruptcy.
Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder hereby covenants and agrees
that only the Lead Securitization Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce,
petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any
other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or
all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower.
Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder further agrees that only the
Lead Securitization Noteholder, as a creditor, can make any election, give any consent, commence any action or file any motion,
claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the
Bankruptcy Code or in any other Insolvency Proceeding. Subject to the provisions of Section 5(f), the Noteholders hereby
appoint the Lead Securitization Noteholder as their agent, and grant to the Lead Securitization Noteholder 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 the Subordinate Noteholders and the Controlling Noteholder 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 Noteholders, hereby agree that, upon the request of the Lead Securitization Noteholder but subject to the provisions
of Section 5(f), each other Noteholder shall execute, acknowledge and deliver to the Lead Securitization Noteholder all
and every such further deeds, conveyances and instruments as the Lead Securitization Noteholder may reasonably request for the
better assuring and evidencing of the foregoing appointment and grant. All actions taken by any Servicer in connection with any
Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.


 




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Section 11.     Cure
Rights of Subordinate Noteholders.


(a)     Subject
to Section 11(b) below, and prior to a Control Appraisal Period, in the event that the Mortgage Loan Borrower fails to make
any payment of principal or interest on the Mortgage Loan by the end of the applicable grace period for such payment permitted
under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder shall
provide written notice to each Subordinate Noteholder and the Controlling Noteholder Representative of such default (the “Monetary
Default Notice”). The Note B Holders, acting unanimously, shall have the right, but not the obligation, to cure such
Monetary Default within seven (7) Business Days after receiving the Monetary Default Notice (the “Cure Period”)
and at no other times. The Monetary Default Notice shall contain a statement that the Subordinate Noteholder(s)’s or the
Controlling Noteholder Representative’s failure to cure such Monetary Default within seven (7) Business Days after receiving
such notice will result in the termination of the right to cure such Monetary Default. At the time a payment is made by one or
more Subordinate Noteholder(s) to cure a Monetary Default, such Subordinate Noteholder(s) shall pay or reimburse the Note A Holder
for all unreimbursed Advances (whether or not recoverable with respect to any Note), Advance Interest Amounts, any unpaid fees
to any Servicer and any Additional Servicing Expenses. No Subordinate Noteholder shall be required, in order to effect a cure hereunder,
to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a
cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by the Lead Securitization
Noteholder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage
Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or
the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or
(iii) treating the Mortgage Loan as a Specially Serviced Loan); provided that such limitation shall not prevent the Lead
Securitization Noteholder from collecting Default Interest or late charges from the Mortgage Loan Borrower to be applied in accordance
with this Agreement. Any amounts advanced by a Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable
to such Noteholder under Section 3 or Section 4, as applicable.


(b)     Notwithstanding
anything to the contrary contained in Section 11(a), the Subordinate Noteholders’ right to cure a Monetary Default
or Non-Monetary Default under Section 11(a) shall be limited to a combined total of (i) six (6) cures of Monetary Defaults
over the term of the Mortgage Loan, no more than four (4) of which may be consecutive, and (ii) six (6) cures of Non-Monetary Defaults
over the term of the Mortgage Loan. Additional cure periods shall only be permitted with the consent of the Lead Securitization
Noteholder.


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


 




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(d)     Prior
to a Control Appraisal Period, if an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage
Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder shall provide notice of such Non-Monetary
Default to each Subordinate Noteholder and the Controlling Noteholder Representative of such Non-Monetary Default (the “Non-Monetary
Default Notice”) and the Subordinate Noteholder (s), acting unanimously, shall have the right, but not the obligation,
to cure such Non-Monetary Default until the later of (a) the expiration date of the cure period afforded to the Mortgage Loan Borrower
under the Mortgage Loan Documents, without regard for the date of receipt by such Subordinate Noteholder(s) of the Non-Monetary
Default Notice, and (b) the date which is thirty (30) days from the date of receipt by such Subordinate Noteholder(s) of the Non-Monetary
Default Notice related to such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible
of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently
pursued by one or more Subordinate Noteholder(s), such Subordinate Noteholder(s) (unless a Control Appraisal Period has occurred
and is continuing with respect to such Subordinate Noteholder(s)) shall be given an additional period of time as is reasonably
necessary to enable such Subordinate Noteholder(s) in the exercise of due diligence to cure such Non-Monetary Default for so long
as (i) such Subordinate Noteholder(s) diligently and expeditiously proceed to cure such Non-Monetary Default, (ii) such Subordinate
Noteholder(s) make all cure payments that they are permitted to make in accordance with the terms and provisions of Section
11(a) hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv) such Non-Monetary Default is
not caused by an Insolvency Proceeding or during such period of time that the Subordinate Noteholder(s) have to cure a Non-Monetary
Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”), an Insolvency
Proceeding does not occur, and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the value,
use or operation of the Mortgaged Property taken as whole, which cannot be cured by the applicable Subordinate Noteholder(s) within
five (5) days of such notice of such material adverse effect. The Non-Monetary Default Notice shall contain a statement that the
Subordinate Noteholders’ or the Controlling Noteholder Representative’s failure to cure such Non-Monetary Default within
the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure
such Non-Monetary Default. No Subordinate Noteholder shall contact the Mortgage Loan Borrower in order to effect any cures under
Section 11(a) or this Section 11(d) without the prior written consent of the Lead Securitization Noteholder (or the
Servicer on its behalf), such consent not to be unreasonably withheld, conditioned or delayed.


Section 12.     Purchase
By Subordinate Noteholder(s). The Note B Holders, acting unanimously, shall have the right, by written notice to the Note A
Holder (a “Noteholder Purchase Notice”; the sender(s) of such notice, the “Purchasing Noteholder”;
and each recipient of such notice, a “Selling Noteholder”), delivered at any time an Event of Default under
the Mortgage Loan or a Servicing Transfer Event has occurred and is continuing, to purchase, in immediately available funds, Note
A (for the purposes of this Section 12, the “Purchased Note”), in whole but not in part at the applicable Defaulted
Mortgage Loan Purchase Price. For avoidance of doubt, if one or more Subordinate Noteholder(s) elects to send a Noteholder Purchase
Notice pursuant to this Section 12, it/they must purchase the applicable Purchased Note(s). Upon the delivery of the Noteholder
Purchase Notice to the Selling Noteholder(s), the Selling Noteholder shall sell (and the Purchasing Noteholder shall purchase)
the Purchased Note(s) at the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Defaulted Note Purchase
Date”) not less


 




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than ten (10) days
and not more than sixty (60) days after the date of the Noteholder Purchase Notice, as shall be mutually established by the Purchasing
Noteholder and the Selling Noteholder(s). The Noteholder Purchase Notice shall contain a statement that the Purchasing Noteholder’s
failure to purchase the Purchased Note(s) on a Defaulted Note Purchase Date (other than as a result of any failure to consummate
such purchase on the part of the Selling Noteholder or as a result of the conditions giving rise to such purchase ceasing to exist)
will result in the termination of such right in respect of the Event of Default that caused such purchase right to be exercisable
and not in respect of any other Event of Default. Each Subordinate Noteholder agrees that the sale of any Purchased Notes to it
shall comply with all requirements of the Servicing Agreement and that all actual costs and expenses related thereto shall be paid
by the applicable Purchasing Noteholder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Selling Noteholder(s)
(or the Servicer on its or their behalf) three (3) Business Days prior to the Defaulted Note Purchase Date (and such calculation
shall be accompanied by a listing of all amounts included in the Defaulted Mortgage Loan Purchase Price and reasonably detailed
back-up documentation explaining how such price was determined), and shall, absent manifest error, be binding upon the Purchasing
Noteholder. Concurrently with the payment to the Selling Noteholder(s) in immediately available funds of the Defaulted Mortgage
Loan Purchase Price, the Selling Noteholder(s) shall execute at the sole cost and expense of the Purchasing Noteholder in favor
of the Purchasing Noteholder assignment documentation which will assign the Purchased Note(s) and the Mortgage Loan Documents without
recourse, representations or warranties (except each Selling Noteholder will represent and warrant that it had good and marketable
title to, was the sole owner and holder of, and had power and authority to deliver its Note and all of its right, title and interest
in and to the Mortgage Loan Documents free and clear of all liens and encumbrances (other than the interest created by the Note(s)
that are not the Purchased Note(s))). The right of the Note B Holders to purchase one or more Notes as set forth above in this
Section 12 shall automatically terminate upon a foreclosure sale, sale by power of sale or delivery of a deed in lieu of
foreclosure with respect to the Mortgaged Property (and the Lead Securitization Noteholder shall give the Subordinate Noteholders
ten (10) Business Days’ prior written notice of its intent with respect to such action (which such action shall be subject
to Section 5 hereof)). Notwithstanding the foregoing sentence, if title to the Mortgaged Property is transferred to the
Lead Securitization Noteholder (or a designee on its behalf), in a manner commonly known as “the borrower turning over the
keys” and not otherwise in connection with a consummation by the Lead Securitization Noteholder of a foreclosure sale or
sale by power of sale or acceptance of a deed in lieu of foreclosure, less than ten (10) Business Days after the acceleration
of the Mortgage Loan, the Lead Securitization Noteholder shall notify each Subordinate Noteholder of such transfer and the Note
B Holders shall have a fifteen (15) Business Day period from the date of such notice from the Lead Securitization Noteholder
to deliver the Noteholder Purchase Notice to the Lead Securitization Noteholder, in which case such Subordinate Noteholder shall
be obligated to purchase the Mortgaged Property, in immediately available funds, within such fifteen (15) Business Day period
at the applicable Defaulted Mortgage Loan Purchase Price.


Section 13.     Representations
of each Subordinate Noteholder. Each Subordinate Noteholder represents, solely as to itself and its Subordinate Note, and it
is specifically understood and agreed, that it is acquiring such Note for its own account in the ordinary course of its business
and none of the Note A Holder or any other Subordinate Noteholder shall have any liability or responsibility to such Subordinate
Noteholder except (i) as expressly provided herein or (ii) for actions that are taken or omitted to be taken by the Note A Holder
or such other Subordinate


 




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Noteholder that constitute gross negligence
or willful misconduct or that constitute a breach of this Agreement. Each Subordinate Noteholder represents and warrants solely
as to itself that the execution, delivery and performance of this Agreement is within its corporate powers, has been duly authorized
by all necessary corporate action, and does not contravene its charter or any law or contractual restriction binding upon such
Subordinate Noteholder, and that this Agreement is the legal, valid and binding obligation of such Subordinate Noteholder enforceable
against such Subordinate Noteholder 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
Subordinate Noteholder represents and warrants solely as to itself that it is duly organized, validly existing, in good standing
and possesses of all licenses and authorizations necessary to perform its obligations hereunder. Each Subordinate Noteholder represents
and warrants as to itself that (a) this Agreement has been duly executed and delivered by such Subordinate Noteholder, (b) to such
Subordinate Noteholder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court
or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by such Subordinate
Noteholder have been obtained or made and (c) to such Subordinate Noteholder’s actual knowledge, there is no pending action,
suit or proceeding, arbitration or governmental investigation against such Subordinate Noteholder, an adverse outcome of which
would materially and adversely affect its performance under this Agreement.


Each Subordinate Noteholder
acknowledges that none of the Note A Holder or the other Subordinate Noteholder owes such Subordinate Noteholder any fiduciary
duty with respect to any action taken under the Mortgage Loan Documents and, except as provided herein, need not consult with such
Subordinate Noteholder with respect to any action taken by such Note A Holder or other Subordinate Noteholder, as applicable, in
connection with the Mortgage Loan.


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


Section 14.     Representations
of the Note A Holders. Each of the Note A Holders 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 Noteholder’s charter or any law or contractual restriction binding upon such Noteholder and that this Agreement is the
legal, valid and binding obligation of such Noteholder as applicable enforceable against it in accordance with its terms. Each
of the Note A Holders represents and warrants that it is duly organized, validly existing, in good standing and possession
of all licenses and authorizations necessary to carry on its respective business. Each of the Note A Holders represents and
warrants that (a) this Agreement has been duly executed and delivered by such Noteholder, (b) to such Noteholder’s actual
knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any,
required for the execution, delivery and performance of this Agreement by such Noteholder have


 




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been obtained or made and (c) to such
Noteholder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation
against such Noteholder, an adverse outcome of which would materially and adversely affect its performance under this Agreement.


Each of the Note A
Holders acknowledges that no other Noteholder owes such Noteholder any fiduciary duty with respect to any action taken under the
Mortgage Loan Documents and, except as provided herein or in the Servicing Agreement, need not consult with such Noteholder with
respect to any action taken by such Noteholder in connection with the Mortgage Loan.


Section 15.     Independent
Analysis of each Subordinate Noteholder. Each Subordinate Noteholder acknowledges that it has, independently and without reliance
upon the Initial Note A Holder, except with respect to the representations and warranties provided by the Initial Note A
Holder herein and in any documents or instruments executed and delivered by the Note A Holders in connection herewith (including
the representations and warranties provided in the agreement pursuant to which it acquired its Subordinate Note), and based on
such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase such Subordinate
Note and such Subordinate Noteholder accepts responsibility therefor. Each Subordinate Noteholder hereby acknowledges that, other
than the representations and warranties provided herein and in such other documents or instruments, none of the Note A Holders
has made any representations or warranties with respect to the Mortgage Loan, subject to such representations and warranties as
provided by the Note A Holders herein and in such other documents and instruments, and that none of the Note A Holders
shall have any responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect
of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to the
Note A Holders in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of
the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower.
Each Subordinate Noteholder assumes all risk of loss in connection with its Note except as specifically set forth herein.


Section 16.     No
Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken pursuant hereto
shall be deemed to constitute the relationship created hereby between any of the Noteholders as a partnership, association, joint
venture or other entity. None of the Note A Holders shall have any obligation whatsoever to offer to any Subordinate Noteholder
the opportunity to purchase a Note interest in any future loans originated by any Note A Holder, or its respective Affiliates,
and if any Note A Holder chooses to offer to any Subordinate Noteholder the opportunity to purchase a Note interest in any
future mortgage loans originated by such Note A Holder or its respective Affiliates, such offer shall be at such purchase
price and interest rate as such Note A Holder chooses, in its sole and absolute discretion. No Subordinate Noteholder shall
have any obligation whatsoever to purchase from any Note A Holder a Note interest in any future loans originated by such Note A
Holder or its respective Affiliates.


Section 17.     Not
a Security. No Subordinate Note shall be deemed to be a security within the meaning of the Securities Act or the Exchange Act.


 




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Section 18.     Other
Business Activities of the Noteholders. Each Noteholder acknowledges that each other Noteholder or its Affiliates may make
loans or otherwise extend credit to, and generally engage in any kind of business with, (i) (a) the Mortgage Loan Borrower or (b)
any direct or indirect parent of the Mortgage Loan Borrower or (c) any Affiliate of the Mortgage Loan Borrower or (d) any Affiliate
of any direct or indirect parent of the Mortgage Loan Borrower, (ii) any entity that is a holder of debt secured by direct or indirect
ownership interests in the Mortgage Loan Borrower or any Affiliate of the holder of such debt, or (iii) any entity that is
a holder of a preferred equity interest in the Mortgage Loan Borrower or any Affiliate of a holder of such preferred equity
(each, a “Mortgage Loan Borrower Related Party”), and receive payments on such other loans or extensions
of credit to Mortgage Loan Borrower Related Parties and otherwise act with respect thereto freely and without accountability in
the same manner as if this Agreement and the transactions contemplated hereby were not in effect.


Section 19.     Sale
of the Notes.


(a)     Each
Subordinate Noteholder agrees that it will not Transfer all or any portion of its Note except in accordance with this Section
19. Each Subordinate Noteholder shall have the right, without the need to obtain the consent of the Note A Holder or any other
Person, to Transfer 49% or less (in the aggregate) of its interest in its Note to any Person, provided that any such Transfer shall
be made in accordance with the terms of this Section 19. Each Subordinate Noteholder shall have the right to Transfer
its entire Note or any portion thereof exceeding 49%, (i) to a Qualified Institutional Lender, provided, that promptly after the
Transfer the Note A Holders are provided with (x) a representation from a transferee or such Subordinate Noteholder certifying
that such transferee is a Qualified Institutional Lender, and (y) a copy of the assignment and assumption agreement referred to
in Section 20 and provided further, that such transfer would not cause such Note to be held by more than five persons nor
cause there to be no one person owning a majority of such Note and (ii) to an entity that is not a Qualified Institutional Lender,
provided that with respect to this clause (ii), such Subordinate Noteholder obtains (1) prior to the Lead Securitization Date,
the consent of the Note A Holder, each such consent not to be unreasonably withheld, conditioned or delayed, and (2) after the
Lead Securitization Date, Rating Agency Confirmation (and for avoidance of doubt, no consent of the Lead Securitization Noteholder
shall be required after the closing of the Lead Securitization); provided that in each of case (1) and (2), (x) promptly
after the Transfer the Note A Holders are each provided with a copy of the assignment and assumption agreement referred to
in Section 20 and (y) such transfer would not cause the subject Note to be held by more than five persons; and provided
further, however, that if such transfer would cause there to be no one person owning a majority of the subject Note, then such
transfer will not be permitted unless persons owning a majority of the subject Note designate one of such persons to act on behalf
of such persons owning such majority. If the subject Note is held by more than one Noteholder at any time, the holders of a majority
of the Note B Principal Balance shall immediately appoint a representative to exercise all rights of such Subordinate Noteholder
hereunder. As of the date hereof, the Note B Holders hereby designate the Note B Holder as the representative to exercise
all of the rights of the Note B Holders pursuant to this Section 19, until such time as the Note B Holders shall notify
the other Noteholders in writing. Notwithstanding the foregoing, without the Lead Securitization Noteholder’s prior consent,
which may be withheld in the Lead Securitization Noteholder’s sole and absolute discretion, no Subordinate Noteholder shall
Transfer all or any portion of its Note to a Borrower Party and any such Transfer shall be absolutely null and void and shall vest
no rights in the


 




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purported transferee. Each Subordinate
Noteholder agrees it will pay the expenses of the Lead Securitization Noteholder (including all expenses of the Master Servicer
and the Special Servicer) in connection with any such Transfer.


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


(c)     In
the case of any sale, assignment, transfer or other disposition of a participation interest in a Note, (i) such Noteholder’s
obligations under this Agreement shall remain unchanged, (ii) such Noteholder shall remain solely responsible for the performance
of such obligations, (iii) the other Noteholders and any Persons acting on their behalf shall continue to deal solely and
directly with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement and the Servicing
Agreement, and (iv) all amounts payable hereunder shall be determined as if such Noteholder had not sold such participation interest;
provided, however, that if the applicable participant is a Qualified Institutional Lender (and delivers to the other
Noteholders a certification from an authorized officer confirming its status as a Qualified Institutional Lender), such Noteholder,
by written notice to the other Noteholders, may


 




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delegate to such participant such Noteholder’s
right to exercise the rights of the Controlling Noteholder hereunder and under the Servicing Agreement.


(d)     Each
of the Note A Holders shall have the right to Transfer all or any portion of its Note without the prior consent of any other
Noteholder (i) with respect to any A Note prior to an Event of Default, to any party other than a Borrower Party and (ii)
after an Event of Default, to any party, including a Borrower Party; provided, however, that following any Event
of Default under the Mortgage Loan, the Note A Holders may only transfer all or any portion of their respective Note to a
Borrower Party with the prior written consent of the Controlling Noteholder at any time when such Note A Holder is not the
Controlling Noteholder; provided further, however, that following any Transfer of any A Note, the Mortgage Loan
continues to be serviced in its entirety pursuant to the Servicing Agreement by a Servicer unaffiliated with Mortgage Loan Borrower.
For the avoidance of doubt, subject to Section 12, no Noteholder or the Servicer shall have any right to Transfer or cause
the Transfer of any other Note. Notwithstanding the foregoing, without each non-transferring Note A Holder’s prior consent,
and, if any such non-transferring Note A Holder’s Note or any portion thereof is held in a Securitization Trust, without
a Rating Agency Confirmation with respect to the related Securitization, no Noteholder shall Transfer its Note or any portion thereof
(or a participation interest in such Note) to a Borrower Party and any such Transfer shall be absolutely null and void and shall
vest no rights in the purported transferee.


(e)     Notwithstanding
any other provision hereof, any Noteholder may pledge (a “Pledge”) its Note to any entity (other than a Borrower
Party) which has extended a credit or repurchase facility to such Noteholder and that is (x) 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 or (y) to any Federal Reserve Bank or Federal Home Loan Bank to secure any obligation of such Noteholder to such
bank and such pledge shall be enforceable in accordance with the terms thereof (a “Note Pledgee”), on terms
and conditions set forth in this Section 19(e), it being further agreed that a financing provided by a Note Pledgee
to a Noteholder or any person which Controls such Noteholder that is secured by such Noteholder’s interest in the applicable
Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided that a Note
Pledgee which is not a Qualified Institutional Lender may not take title to the pledged Note without (a) prior to the first Securitization
of any Note, the consent of each other Noteholder and (b) after the closing of the first Securitization of any Note, Rating Agency
Confirmation. Upon written notice by the applicable Noteholder to each other Noteholder and any Servicer that a Pledge has been
effected (including the name and address of the applicable Note Pledgee), each other Noteholder agrees to acknowledge receipt of
such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default by the pledging Noteholder in respect
of its obligations under this Agreement of which default such Noteholder has actual knowledge; (ii) to allow such Note Pledgee
a period of ten (10) Business Days to cure a default by the pledging Noteholder in respect of its obligations to each other
Noteholder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification,
waiver or termination of this Agreement shall be effective against such Note Pledgee without the written consent of such Note Pledgee,
which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Noteholder shall give to such
Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving of same to the pledging Noteholder
and accept any cure thereof by such Note Pledgee which such pledging Noteholder has the right (but not the obligation) to effect
hereunder, as if such cure were made by such pledging


 




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Noteholder; (v) that such other
Noteholder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided
that any such certificate(s) shall be in a form reasonably satisfactory to such other Noteholder; and (vi) that, upon written
notice (a “Redirection Notice”) to each other Noteholder and any Servicer by such Note Pledgee that the pledging
Noteholder is in default, beyond any applicable cure periods, under the pledging Noteholder’s obligations to such Note Pledgee
pursuant to the applicable credit agreement between the pledging Noteholder and such Note Pledgee (which notice need not be joined
in or confirmed by the pledging Noteholder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee,
Note Pledgee shall be entitled to receive any payments that any Noteholder or Servicer would otherwise be obligated to pay to the
pledging Noteholder from time to time pursuant to this Agreement or any Servicing Agreement. Any pledging Noteholder hereby unconditionally
and absolutely releases each other Noteholder and any Servicer from any liability to the pledging Noteholder on account of any
Noteholder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer or any such other Noteholder
to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the
pledging Noteholder to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance
with applicable law and this Agreement. In such event, the Noteholders and any Servicer shall recognize such Note Pledgee (and
any transferee other than the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at
any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns,
as the successor to the pledging Noteholder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee
or Qualified Institutional Lender shall assume in writing the obligations of the pledging Noteholder hereunder accruing from and
after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions
of this Agreement. The rights of a Note Pledgee under this Section 19(e) shall remain effective as to any Noteholder
(and any Servicer) unless and until such Note Pledgee shall have notified any such Noteholder (and any Servicer, as applicable)
in writing that its interest in the pledged Note has terminated.


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


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


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


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


 




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


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


Section 20.     Registration
of Transfer. In connection with any Transfer of a Note (but excluding (x) any participant and (y) any Pledgee unless and until
it realizes on its Pledge), a transferee shall execute an assignment and assumption agreement whereby such transferee assumes all
of the obligations of the applicable Noteholder hereunder with respect to such Note thereafter accruing and agrees to be bound
by the terms of this Agreement, including the restrictions on Transfers set forth in Section 19, from and after the date
of such assignment. Notwithstanding the preceding sentence, a Trustee shall not be required to execute an assignment and assumption
agreement in connection with any Transfer of a Note if the obligations are assumed pursuant to the Servicing Agreement. In connection
with a Transfer of a Note, the Agent shall not recognize any attempted or purported transfer of any Note in violation of the provisions
of Section 19 and this Section 20. Any such purported transfer shall be absolutely null and void and shall vest
no rights in the purported transferee. Each Noteholder desiring to effect such transfer shall, and does hereby agree to, indemnify
the Agent and any other Noteholder against any liability that may result if the transfer is not made in accordance with the provisions
of this Agreement. Upon the Lead Securitization, the Master Servicer shall automatically become and be the Agent.


Section 21.     Registration
of the Notes. The Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”) for
the registration and transfer of the Notes. The Agent shall serve as the initial Note registrar and the Agent hereby accepts such
appointment. The names and addresses of the holders of the Notes and the names and addresses of any transferee of any Note of which
the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in Section 20,
and the principal amounts (and stated interest) of the Note owing to each such Noteholder, shall be registered in the Note Register.
The Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes
of this Agreement, except in the case of the Initial Noteholders who may hold their Notes through a nominee. Upon request of a
Noteholder, the Agent shall provide such party with the names and addresses of the Noteholders. To the extent another party is
appointed as Agent hereunder, the Noteholders hereby designate such person as its agent under this Section 21 solely for
purposes of maintaining the Note Register. The parties intend for the Mortgage Loan to be in registered form for federal income
tax purposes under Section 5f.103-1(c) of the United States Treasury Regulations.


Section 22.     Statement
of Intent. The Agent and each Noteholder intend that the Notes be classified, and the arrangement hereby be maintained, in
a manner consistent with rules


 




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


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


Section 24.     Governing
Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT,
THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES
TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF
THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING
TO THIS AGREEMENT.


Section 25.     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 SITTING IN THE BOROUGH OF MANHATTAN, 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


 




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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.


Section 26.     Modifications;
Amendment. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each
Noteholder. Additionally, for as long as any Note is contained in a Securitization Trust, the Noteholders shall not amend or modify
this Agreement without first receiving a Rating Agency Confirmation; provided that no such confirmation from the Rating
Agencies shall be required in connection with a modification or amendment (i) to cure any ambiguity, to correct or supplement any
provisions herein that may be defective or inconsistent with any other provisions herein or with the Servicing Agreement, (ii)
entered into pursuant to Section 38 of this Agreement or (iii) to correct or supplement any provision herein that may be
defective or inconsistent with any other provisions of this Agreement.


Section 27.     Successors
and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and permitted assigns. Except as provided herein, none of the provisions of this Agreement shall
be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 19, each Noteholder may assign
or delegate its rights or obligations under this Agreement. Upon any such assignment, the assignee shall be entitled to all rights
and benefits of the applicable Noteholder hereunder, including, without limitation, the right to make further assignments and grant
additional Notes.


Section 28.     Counterparts.
This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the
same instrument. 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 29.     Captions.
The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended
to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction
of this Agreement.


Section 30.     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 31.     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.


 




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Section 32.     Withholding
Taxes.


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


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


(c)     Each
Subordinate Noteholder (to the extent it is not the same entity as the Lead Securitization Noteholder) represents (for the benefit
of the Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Noteholder 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 reasonably
requested by the Lead Securitization Noteholder or Servicer during the term of this Agreement, each Subordinate Noteholder shall
deliver to the Lead Securitization Noteholder or Servicer, as applicable, evidence satisfactory to the Lead Securitization Noteholder
substantiating that such Subordinate Noteholder is not a Non-Exempt Person and that the Lead Securitization Noteholder is not
obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement,
it being acknowledged by the parties hereto that delivery of a certification in the form attached hereto as Exhibit D shall
be satisfactory evidence that such Subordinate Noteholder is not a Non-Exempt Person. Without limiting the effect of the foregoing,
(i) if a Subordinate Noteholder (or, if such Subordinate Noteholder is disregarded for U.S. federal income tax purposes, the owner
of such Subordinate Noteholder) is created or organized under the laws of


 




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the United States, any state thereof
or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization
Noteholder an Internal Revenue Service Form W-9 and (ii) if a Subordinate Noteholder (or, if such Subordinate Noteholder is disregarded
for U.S. federal income tax purposes, the owner of such Subordinate Noteholder) is not created or organized under the laws of the
United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan
Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, such
Subordinate Noteholder shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Noteholder
Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments), Form W-8BEN or Form W-8BEN-E, or applicable successor
forms, as may be required from time to time, duly executed by such Subordinate Noteholder; provided that such Subordinate
Noteholder, without request, shall deliver a new, appropriately completed Form W-8 if the Subordinate Noteholder’s current
Form W-8 “expires” or if there is a “change in circumstances” that makes any of the information on the
current Form W-8 incorrect (both within the meaning of the instructions to such Form W-8). The Lead Securitization Noteholder shall
not be obligated to make any payment hereunder to any Subordinate Noteholder in respect of any Subordinate Note or otherwise until
such Subordinate Noteholder shall have furnished to the Lead Securitization Noteholder the requested forms, certificates, statements
or documents.


Section 33.     Custody
of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Notes) will be held by the
Lead Securitization Noteholder (or a custodian acting on behalf of the Lead Securitization Noteholder) who shall act as secured
party under the Mortgage Loan Documents on behalf of the registered holders of the Notes. Notwithstanding anything to the contrary
in this Agreement, upon the Lead Securitization, the originals of all of the Mortgage Loan Documents (other than the Notes) shall
be held by the Custodian (as defined in the Servicing Agreement). Each Note shall be held by the respective Noteholder or a custodian
appointed by such Noteholder.


Section 34.     Notices.
All notices required hereunder shall be given by (i) writing and personally delivered, (ii) sent by facsimile transmission (during
business hours) if a party has provided a facsimile number, (iii) reputable overnight delivery service (charges prepaid), (iv)
sent by electronic mail containing language requesting the recipient to confirm receipt thereof if a party has provided an electronic
mail address and only if such electronic mail is promptly followed by a written notice 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 35.     Broker.
Each Noteholder represents to each other Noteholder that no broker was responsible for bringing about this transaction.


Section 36.     Certain
Matters Affecting the Agent.


(a)     The
Noteholders hereby appoint the Agent to act on their behalf, and the Agent shall act on behalf of the Noteholders;


 




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(b)     The
Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any officer’s certificate
or assignment and assumption agreement delivered to the Agent pursuant to Section 20;


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


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


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


(f)     The
Agent shall not be bound to make any investigation into the facts or matters stated in any officer’s certificate or assignment
and assumption agreement delivered to the Agent pursuant to Section 20; and


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


Section 37.     Termination
of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Note A Holder. In the event
that the Agent is terminated pursuant to this Section 37, all of its rights and obligations under this Agreement shall be
terminated, other than any rights or obligations that accrued prior to the date of such termination.


The Agent may resign
at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this
Agreement and perform the duties of the Agent hereunder. DB, as Initial Agent, may transfer its rights and obligations to a Servicer,
as successor Agent, at any time without the consent of any Noteholder. DB, as Initial Agent, shall promptly and diligently attempt
to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently
attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that,
simultaneously with the closing of the Lead Securitization, the Master Servicer, the Certificate Administrator or the Trustee (whoever
among them is designated in the Lead Securitization Servicing Agreement to perform the functions otherwise to be performed by the
Initial Agent hereunder) shall be deemed, without any further action or notice, to have been automatically appointed as the successor
Agent under this Agreement in place of the Initial Agent or of any successor thereto appointed prior to such Securitization. The
termination or resignation of the Servicer under the Servicing Agreement or the Master Servicer, the Certificate Administrator
or the Trustee (as applicable) under the Lead Securitization Servicing Agreement, shall be deemed a termination or resignation
of such Person as Agent under this Agreement, in


 




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which event the appointment of a successor
Servicer under the Servicing Agreement or a successor Master Servicer, Certificate Administrator or Trustee (as applicable) under
the Lead Securitization Servicing Agreement shall be deemed an appointment of such successor as the successor Agent under this
Agreement, in each case without any further notice or other action.


Section 38.     Resizing.
In connection with the Mortgage Loan, each Noteholder agrees, subject to clause (iii)(y) below, that if any Note A Holder
determines that it is advantageous to resize its Note by causing the Mortgage Loan Borrower to execute amended and restated or
additional pari passu notes (in either case, “New Notes”) reallocating the principal of such Note to such New
Notes, each Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to effect such resizing
at such resizing Noteholder’s expense; provided that (i) the aggregate principal balance of all outstanding New Notes
following the creation thereof is no greater than the principal balance of such Note or Notes immediately prior to the creation
of the New Notes, (ii) the weighted average interest rate of all outstanding New Notes following the creation thereof is the same
as the interest rate of the related Note or Notes immediately prior to the creation of the New Notes, and (iii) no such resizing
shall (x) change the interest allocable to, or the amount of any payments due to, any other Noteholder, or priority of such
payments, or (y) increase any other Noteholder’s obligations or decrease any other Noteholder’s rights, remedies
or protections. In connection with any resizing of any A Note, the related Noteholder may allocate its rights hereunder among
the New Notes in any manner in its sole discretion.


Section 39.     Conflict.
To the extent of any inconsistency between the Servicing Agreement, on one hand, and this Agreement, on the other, this Agreement
shall control.


Section 40.     Cooperation
in Securitization.


(a)     Each
Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization of Note A, at the request of the related Noteholder, each other Noteholder shall use commercially reasonable
efforts, at the requesting Noteholder’s expense, to satisfy, and to cooperate with the requesting Noteholder in attempting
to cause the Mortgage Loan Borrower to satisfy, the market standards to which the requesting Noteholder customarily adheres or
which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including,
entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate
with the requesting Noteholder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage
Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided,
however, that either in connection with the Securitization or otherwise at any time prior to the Securitization no other Noteholder
shall be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable)
in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments
due to or priority of any payments to be made to, such Noteholder, (ii) increase such Noteholder’s obligations or decrease
such Noteholder’s rights, remedies or protections hereunder or under any Mortgage Loan Document, or (iii) otherwise materially
adversely affect the rights and interests of such Noteholder. In connection with any such Securitization of Note A, each other
Noteholder agrees to provide for inclusion in any disclosure document relating to the related Securitization such customary non-confidential
information


 




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concerning such Noteholder as the requesting
Noteholder reasonably determines to be necessary to satisfy its disclosure obligations in connection with its Securitization. Each
Noteholder covenants and agrees that if it is not the requesting Noteholder, it shall use commercially reasonable efforts to cooperate
with the requests of each Rating Agency and the requesting Noteholder in connection with the preparation of any offering documents
in connection with the Securitization, and to review and respond reasonably promptly with respect to any information relating to
it in any Securitization document, all at the cost and expense of the requesting Noteholder. Each Noteholder acknowledges that
the information provided by it to the requesting Noteholder pursuant to this Section 40 may be incorporated into the offering
documents for a Securitization. A requesting Note A Holder and each Rating Agency shall be entitled to rely on the information
supplied by each other Noteholder pursuant to this Section 40.


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


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


Section 41.     Additional
Understandings.


For as long as the
Mortgage Loan (or any portion thereof) remains outstanding at the request of Note B Holder, the Lead Securitization Noteholder
shall (or shall cause the Servicer to) deliver, or make available electronically, Eligible Requested Information to the Note B
Holder, provided that (A) such Eligible Requested Information shall actually be in the possession of the Lead Securitization Noteholder
(or such Servicer); (B) the Note B Holder shall have paid the Lead


 




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Securitization Noteholder (or such Servicer)
for any actual, out-of-pocket costs and expenses incurred in connection with obtaining and providing such Eligible Requested Information;
(C) in no event shall the Lead Securitization Noteholder (or such Servicer) be obligated to share any such Eligible Requested Information
on more than four (4) occasions in any 12 month period; (D) in no event shall the Lead Securitization Noteholder (or such Servicer)
be obligated to share any such Eligible Requested Information if the Lead Securitization Noteholder (or such Servicer) determines,
in the exercise of its good faith judgment, that (1) any information requested does not constitute Eligible Requested Information,
or (2) providing any Eligible Requested Information would be in violation of applicable law or any confidentiality obligations
to which the Lead Securitization Noteholder is subject, this Agreement or the Mortgage Loan Documents; and (E) the Lead Securitization
Noteholder’s (or such Servicer’s) failure to deliver any such Eligible Requested Information shall not impair or affect
any of the Lead Securitization Noteholder’s rights under this Agreement or constitute a default by the Lead Securitization
Noteholder under this Agreement or affect Note B Holder’s obligations under this Agreement. In the event of the Lead Securitization
Noteholder’s failure to deliver or make available any Eligible Requested Information it is obligated to deliver to the Note
B Holder pursuant to this paragraph, the Note B Holder’ sole remedy will be to seek injunctive relief to compel such delivery.
In connection with providing access to its website, the Servicer may require registration and the acceptance of a disclaimer and
otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which may include, to the extent the Servicer
deems necessary or appropriate, conditioning access on execution of an agreement governing the availability, use and disclosure
of such information, and which may provide indemnification to the Servicer for any liability or damage that may arise therefrom.


[SIGNATURE PAGE FOLLOWS]


 




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


 


	 	INITIAL NOTE A HOLDER AND INITIAL AGENT:
	 	 	 
	 	DEUTSCHE BANK AG, NEW YORK BRANCH
	 	 	 
	 	 	 
	 	By:	/s/ Darrell L. Gustafson
	 	 	Name:  Darrell L. Gustafson
	 	 	Title:    Managing Director
	 	 	 
	 	By:	/s/ Rohan Mehta
	 	 	Name:  Rohan Mehta
	 	 	Title:    Vice President


 


Signature Page


 




    	 	 	 



    	 



    

 


 


	 	INITIAL NOTE B HOLDER:
	 	 	 
	 	PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation
	 	 	 
	 	PRINCIPAL REAL ESTATE INVESTORS, LLC, a Delaware limited liability company, its authorized signatory
	 	 	 
	 	 	 
	 	By:	/s/ Courtney I. Schultz
	 	 	Name:  Courtney I. Schultz
	 	 	Title:    Counsel
	 	 	 
	 	By:	/s/ Thomas R. Hirschauer
	 	 	Name:  Thomas R. Hirschauer
	 	 	Title:    Managing Director – Debt Production



 



    	 	 	 



    	 



    

EXHIBIT A



MORTGAGE LOAN SCHEDULE


A.     Description of Mortgage
Loan:


 


	Mortgage Loan:	Loan Agreement, dated as of June 14, 2019 (as amended, restated, replaced, supplemented or otherwise modified from time to time), between Deutsche Bank AG, New York Branch (together with its successors and assigns, “Lender”), and MacArthur TAI OW, LLC, as borrower (“Mortgage Loan Borrower”)
	Location of Mortgaged Property:	2 MacArthur Place

Santa Ana, California 92707
	Date of the Mortgage Loan:	June 14, 2019
	Date of Note A:	June 14, 2019
	Date of Note B:	June 14, 2019
	Stated Maturity Date:	July 6, 2024


B.     Description of Note Interests:


	Initial Note A Principal Balance:	$34,000,000
	Initial Note B Principal Balance:	$20,000,000
	Initial Note A Percentage Interest:	62.962962963%
	Initial Note B Percentage Interest:	37.037037037%
	Note A Rate:	2.46411765%
	Note B Rate:	5.45000000%


 




    	 	A-1	 



    	 



    

EXHIBIT B


Initial Note A Holder:


Deutsche Bank AG, New York Branch

60 Wall Street, 10th Floor

New York, New York 10005

Attention: Robert W. Pettinato, Jr.

Facsimile No.: (212) 797-4489

E-mail: Robert.Pettinato@db.com


with a copy to:


Deutsche Bank AG, New York Branch

60 Wall Street, 10th Floor

New York, New York 10005

Attention: General Counsel

Facsimile No. (646) 736-5721


with a copy to:


Sidley Austin LLP

787 Seventh Avenue

New York, NY 10019

Attention: Jonathan Nunes

E-mail: jnunes@sidley.com


Initial Note B Holder:


Principal Life Insurance Company

c/o Commercial Mortgage Servicing

801 Grand Avenue

Des Moines, Iowa 50392

Attention: Dan Seda


with a copy to:


Morrison & Foerster LLP

250 West 55th Street

New York, NY 10019

Attention: Larry Ceriello

E-mail: lceriello@mofo.com


 




    	 	B-1	 



    	 



    

EXHIBIT C



PERMITTED FUND MANAGERS


	1.	Alliance Bernstein
	2.	Annaly Capital Management
	3.	Apollo Real Estate Advisors
	4.	Archon Capital, L.P.
	5.	BlackRock, Inc.
	6.	Clarion Partners
	7.	Colony Capital, LLC / Colony Financial, Inc.
	8.	Dune Real Estate Partners
	9.	Eightfold Real Estate Capital, L.P.
	10.	Fortress Investment Group, LLC
	11.	Garrison Investment Group
	12.	Goldman, Sachs & Co.
	13.	H/2 Capital Partners LLC
	14.	iStar Financial Inc.
	15.	J.P. Morgan Investment Management Inc.
	16.	LoanCore Capital
	17.	Lone Star Funds
	18.	One William Street Capital Management, L.P.
	19.	Och-Ziff Capital Management Group/ OZ Management, L.P./ OZ Management II., L.P.
	20.	Praedium Group
	21.	Rialto Capital Management, LLC
	22.	Rialto Capital Advisors LLC
	23.	Rockpoint Group
	24.	Rockwood
	25.	RREEF Funds
	26.	Square Mile Capital Management
	27.	Starwood Capital Group/Starwood Financial Trust
	28.	Teachers Insurance and Annuity Association of America
	29.	The Blackstone Group
	30.	The Carlyle Group
	31.	Walton Street Capital, L.L.C.
	32.	Whitehall Street Real Estate Fund, L.P.


 




    	 	C-1	 



    	 



    

EXHIBIT D


PORTFOLIO INTEREST CERTIFICATION


Reference is hereby
made to the Agreement Between Noteholders, dated as of June 14, 2019 (as amended, supplemented or otherwise modified from time
to time, the “Agreement”), by and between Deutsche Bank AG, New York Branch and each lender from time to time
party thereto.


Pursuant to the provisions
of Section 32 (Withholding Taxes) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the promissory note evidencing Note B in respect of which it is providing this certificate, (ii) it is not
a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Mortgage Loan Borrower
within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Mortgage
Loan Borrower as described in Section 881(c)(3)(C) of the Code.


The undersigned has
furnished the Master Servicer and the Mortgage Loan Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E.


Unless otherwise defined
herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.


[NAME OF LENDER]


 


	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 


Date: ________ __, 20[ ]


 


 



    	 	D-1