Exhibit
4.21



EXECUTION VERSION


AGREEMENT
BETWEEN NOTEHOLDERS


Dated as
of June 24, 2019


 


by and between


DEUTSCHE
BANK AG, NEW YORK BRANCH

(Initial Note A-1 Holder)


and


DEUTSCHE
BANK AG, NEW YORK BRANCH

(Initial Note A-2 Holder)


and


DEUTSCHE
BANK AG, NEW YORK BRANCH

(Initial Note A-3 Holder)


and


DEUTSCHE
BANK AG, NEW YORK BRANCH

(Initial Note A-4 Holder)


 


WATERFRONT
PLAZA MORTGAGE LOAN


 




    	 



    	 



    

THIS
AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of June 24, 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-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the
“Initial Agent”), DB, in its capacity as initial owner of Note A-2 (the “Initial Note A-2 Holder”),
DB, in its capacity as initial owner of Note A-3 (the “Initial Note A-3 Holder”), and DB, in its capacity as
initial owner of Note A-4 (the “Initial Note A-4 Holder”).


W I T N E S S E T H:


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein) DB originated a certain loan described on the schedule attached hereto
as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to WATERFRONT PLAZA,
LLC (the “Mortgage Loan Borrower”), which is evidenced by, inter alia, by (i) one promissory note in
the original principal amount of $60,000,000 (“Note A-1”) made by the Mortgage Loan Borrower in favor of the
Initial Note A-1 Holder, (ii) one promissory note in the original principal amount of $40,000,000 (“Note A-2”)
made by the Mortgage Loan Borrower in favor of the Initial Note A-2 Holder, (iii) one promissory note in the original principal
amount of $15,000,000 (“Note A-3”) made by the Mortgage Loan Borrower in favor of the Initial Note A-3
Holder, and (iv) one promissory note in the original principal amount of $10,000,000 (“Note A-4”, and
together with Note A-1, Note A-2 and Note A-3, the “Notes”) made by the Mortgage Loan Borrower in favor of
the Initial Note A-4 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”);


WHEREAS,
an affiliate of DB intends to enter into a Mortgage Loan Purchase Agreement, dated as of a date in June 2019 (the “MLPA”),
between such affiliate, as seller, and GS Mortgage Securities Corporation II (“GSMC”), as purchaser, pursuant
to which such affiliate will agree to sell its right, title and interest in and to Note A-1 and Note A-3 to such purchaser, and
the MLPA will contemplate that GSMC, as depositor (in such capacity, the “Depositor”), immediately upon such
purchase, will transfer such Note (and other commercial mortgage assets) to a New York common law trust fund pursuant to a Pooling
and Servicing Agreement, dated as of July 1, 2019 (the “Lead Securitization Servicing Agreement”), among the
Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Wells
Fargo Bank, National Association, as trustee and as certificate administrator, and Pentalpha Surveillance LLC, as operating advisor
and as asset representations reviewer, in exchange for the issuance of the GS Mortgage Securities Trust 2019-GC40, Commercial
Mortgage Pass Through Certificates, Series 2019-GC40, Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class
X-B, Class A-S, Class B, Class C, Class D, Class X-D, Class E, Class F, Class X-F, Class S and Class R and certain other asset-backed
securities and residual interests (such transfer and issuance, together, the “Lead Securitization”; 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
Notes” shall mean Note A-1, Note A-2, Note A-3 and Note A-4, either individually or in the aggregate as the context
may require.


“Activity”
shall mean any review, analysis, comfort, verification, manipulation, reorganization, restructuring, recompilation, recomposition,
revision or modification of any information or data.


“Additional
Data Request” shall have the meaning assigned to such term in Section 2(l).


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


“Advances”
shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement
or a Non-Lead Securitization Servicing Agreement, as applicable (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, and from and after the Securitization Date shall mean the Master Servicer.


“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-1 Holder listed on Exhibit B hereto, and which is the address to which notices to and correspondence
with the Agent should be directed. The Agent may change the address of its designated office by notice to the Noteholders.


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




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


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


“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.


“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 or a Non-Lead Securitization Servicing
Agreement, as applicable.


“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 the term “collection account” or “custodial account”
(before the Lead Securitization) or “whole loan custodial account” (after the Lead Securitization) in the Servicing
Agreement or such other analogous term used in the Servicing Agreement.




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


“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.


“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 the Note A-1 Holder; provided that at any time Note A-1 or Note
A-3 is included in the Lead 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.


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


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


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


“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.


“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.


“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.


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




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


“Initial
Note A-1 Principal Balance” shall have the meaning assigned to such term in the Mortgage Loan Schedule.


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


“Initial
Note A-2 Principal Balance” shall have the meaning assigned to such term in the Mortgage Loan Schedule.


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


“Initial
Note A-3 Principal Balance” shall have the meaning assigned to such term in the Mortgage Loan Schedule.


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


“Initial
Note A-4 Principal Balance” shall have the meaning assigned to such term in the Mortgage Loan Schedule.


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




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“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 have the meaning assigned to such term in the recitals.


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


“Lead
Securitization Note” shall mean each of Note A-1 and Note A-3.


“Lead
Securitization Noteholder” shall mean the Lead Securitization Trust so long as it holds one or more of the Lead Securitization
Notes and otherwise shall mean the Note A-1 Holder.


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


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


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


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


“Major
Decision Reporting Package” shall have the meaning assigned 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.


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


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


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




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


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


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of May 17, 2019, between the Mortgage Loan Borrower and DB,
as 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 Note A Rate.


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


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


“Non-Controlling
Note” shall mean the respective Note held by a Non-Controlling Noteholder.


“Non-Controlling
Noteholder” shall mean each Noteholder that is not the Controlling Noteholder; provided that, if at any time
such Noteholder’s Note is held by (or, at any time such Noteholder’s Note is included in a Securitization, the Non-Lead
Securitization Subordinate Class Representative is) a Borrower Party, no Person shall be entitled to exercise the rights of such
Non-Controlling Noteholder with respect to such Note.


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


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


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


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


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




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


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


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


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


“Non-Lead
Securitization Determination Date” shall mean the “determination date” (or any term substantially similar
thereto) as defined in a Non-Lead Securitization Servicing Agreement.


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


“Non-Lead
Securitization Noteholder” shall mean each Note A Holder other than the Lead Securitization Noteholder.


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


“Non-Lead
Securitization Subordinate Class Representative” shall mean (i) with respect to Note A-2, the holders of the majority
of the class of securities issued in the Note A-2 Securitization designated as the “controlling class” pursuant to
the related Non-Lead Securitization Servicing Agreement for the Note A-2 Securitization or their duly appointed representative
and (ii) “controlling class representative” under and as defined in the Lead Securitization Servicing Agreement, and
(ii) with respect to Note A-4, the holders of the majority of the class of securities issued in the Note A-4 Securitization designated
as the “controlling class” pursuant to the related Non-Lead Securitization Servicing Agreement for the Note A-4 Securitization
or their duly appointed representative.


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


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


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


“Non-Lead
Sponsor” shall mean a then-current Non-Lead Securitization Noteholder (immediately prior to the related Non-Lead Securitization)
in its capacity as the




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sponsor
with respect to the related Non-Lead Securitization Note in connection with such Non-Lead Securitization.


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


“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.


“Note”
shall mean each A Note.


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


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


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


“Note
A-1 Holder” shall mean the Initial Note A-1 Holder, or any subsequent holder of Note A-1, together with its successors
and assigns.


“Note
A-1 Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note
A-1 Principal Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-1
Holder or reductions in such amount pursuant to Sections 3 or 5, as applicable.


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


“Note
A-2 Holder” shall mean the Initial Note A-2 Holder, or any subsequent holder of Note A-2, together with its successors
and assigns.


“Note
A-2 Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note
A-2 Principal Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-2
Holder or reductions in such amount pursuant to Sections 3 or 5, as applicable.


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




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


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


“Note
A-3 Holder” shall mean the Initial Note A-3 Holder, or any subsequent holder of Note A-3, together with its successors
and assigns.


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


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


“Note
A-4 Holder” shall mean the Initial Note A-4 Holder, or any subsequent holder of Note A-4, together with its successors
and assigns.


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


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


“Note
A-4 Securitization Trust” shall mean a trust formed pursuant to Note A-4 Securitization pursuant to which Note A-4 is
held.


“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 minus the Note A Rate or (ii)  five percent (5%).


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


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


“Noteholder”
shall mean any of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder, as applicable.


“New
Note” shall have the meaning assigned to such term in Section 38.


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




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


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


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


“Principal
Balance” shall mean any of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance
and the Note A-4 Principal Balance, as applicable.


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


“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.


“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, 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




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(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 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 $500,000,000, 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
if 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




    	12 



    	 



    

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 $200,000,000 in capital/statutory surplus or shareholders’
equity (except with respect to a pension advisory firm, asset manager or similar fiduciary) and at least $500,000,000 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 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 or a Non-Lead Depositor to rate the securities issued
in connection with a Securitization of an A Note; provided, however, that, at any time during which any A Note is
an asset of any Securitization Trust, “Rating Agencies” or “Rating Agency” shall mean each and every of
those rating agencies that are engaged by the Depositor or any Non-Lead Depositor from time to time to rate the securities issued
in connection with any Securitization of any one or more of the A Notes but excluding any of those rating agencies that do not
rate any securities issued in connection with any Securitization of any A Note.


“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.


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




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“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.


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


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


“Required
Special Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of 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




    	14 



    	 



    

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.


“Risk
Retention Consultation Party” shall mean each risk retention consultation party appointed pursuant to the Lead Securitization
Servicing Agreement.


“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 any Note A Holder of such Noteholder’s A Note or a portion thereof to a depositor, who will
in turn include such Note or 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 any A Note or a portion thereof is consummated.


“Securitization
Servicing Agreement” shall mean the Lead Securitization Servicing Agreement or a Non-Lead Securitization Servicing Agreement,
as the context may require.


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


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




    	15 



    	 



    

“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, following
the Securitization of the Lead Securitization Note, 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(j).


“Servicing
Fee Rate” shall be the per annum rate 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 the term “specially serviced loan” or “specially
serviced mortgage loan” in the Servicing Agreement or such other analogous term used in the Servicing Agreement.


“Sub-Servicer”
shall have the meaning given thereto in the Lead Securitization Servicing Agreement (or other analogous term under the Lead Securitization
Servicing Agreement).


“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.


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


“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.







    	16 



    	 



    

    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-1
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 each other 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 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)  
[Reserved.]


(c)   
[Reserved.]


(d)  
The Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to
the extent provided in the Lead Securitization Servicing Agreement) (i) shall be required to make Property Protection Advances
with respect to the Mortgage Loan, subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, and
(ii) may be required to make P&I Advances on the Lead Securitization Note, if and to the extent provided in the Lead Securitization
Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled
to reimbursement for a Property Protection Advance, first from funds on deposit in each of the




    	17 



    	 



    

Collection
Account that (in any case) represent amounts received on or in respect of the Mortgage Loan in the manner provided in the Lead
Securitization Servicing Agreement, and then, in the case of Nonrecoverable Property Protection Advances, if such funds on deposit
in the Collection Account are insufficient, from general collections of the Lead Securitization as provided in the Lead Securitization
Servicing Agreement and from general collections of the Non-Lead Securitizations as provided below. The Master Servicer, the Special
Servicer and the Trustee, as applicable, will be entitled to reimbursement for Advance Interest Amounts on a Property Protection
Advance or a Nonrecoverable Property Protection Advance, in the manner and from the sources provided in the Lead Securitization
Servicing Agreement, including from general collections of the Lead Securitization and, in the case of Property Protection Advances,
from general collections of the Non-Lead Securitizations as provided below. Notwithstanding the foregoing, to the extent the Master
Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from general collections of the Lead Securitization
as a reimbursement for a Nonrecoverable Property Protection Advance or any Advance Interest Amounts on a Property Protection Advance
or a Nonrecoverable Property Protection Advance, each Non-Lead Securitization Noteholder (including from general collections or
any other amounts from the Non-Lead Securitization Trust) shall be required to, promptly following notice from the Master Servicer,
reimburse the Lead Securitization for its pro rata share of such Nonrecoverable Property Protection Advance or Advance
Interest Amounts.


In
addition, each Non-Lead Securitization Noteholder (including, but not limited to, the related Non-Lead Securitization Trust) shall
be required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization
for such Non-Lead Securitization Noteholder’s pro rata share of any additional trust fund expenses with respect to
the Mortgage Loan or the Mortgaged Property, any other fees, costs or expenses incurred in connection with the servicing and administration
of the Mortgage Loan and allocable to the Note A Holders pursuant to this Agreement and as to which the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Depositor, as applicable, is entitled to be
reimbursed pursuant to the Lead Securitization Servicing Agreement, and any fees, costs or expenses related to obtaining a Rating
Agency Confirmation and allocated to the Note A Holders, in each case to the extent amounts on deposit in the Collection Account
that are allocated to the related Non-Lead Securitization Note are insufficient for reimbursement of such amounts (which such
reimbursement shall be made, if a Non-Lead Securitization Note has been included in a Non-Lead Securitization, from general collections
or any other amounts from such Non-Lead Securitization Trust). Each Non-Lead Securitization Noteholder agrees to indemnify (i)
(as and to the same extent the Lead Securitization Trust is required to indemnify each of the following parties in respect of
other mortgage loans in the Lead Securitization Trust pursuant to the terms of Lead Securitization Servicing Agreement) each of
the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor
(and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified
parties in the Lead Securitization Servicing Agreement in respect of other mortgage loans) and (ii) the Lead Securitization Trust
(such parties in clause (i) and the Lead Securitization Trust, collectively, the “Indemnified Parties”)
against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with the servicing and administration of the Mortgage Loan and the Mortgaged Property
(or, with respect to the Operating Advisor, incurred in connection with the provision of services for the Mortgage Loan) under
the Lead Securitization Servicing




    	18 



    	 



    

Agreement
(collectively, the “Indemnified Items”) to the extent of its pro rata share of such Indemnified Items,
and to the extent amounts on deposit in the Collection Account that are allocated to the related Non-Lead Securitization Note
are insufficient for reimbursement of such amounts, such Non-Lead Securitization Noteholder shall be required to, promptly following
notice from the Master Servicer, the Special Servicer or the Trustee, reimburse each of the applicable Indemnified Parties for
its pro rata share of the insufficiency (including, if the related Non-Lead Securitization Note has been included in a
Non-Lead Securitization, from general collections or any other amounts from such Non-Lead Securitization Trust).


A
Non-Lead Master Servicer may be required to make P&I Advances on the related Non-Lead Securitization Note it is servicing,
from time to time, subject to the terms of the related Non-Lead Securitization Servicing Agreement, the Lead Securitization Servicing
Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to make
their own recoverability determination with respect to a P&I Advance to be made on the Lead Securitization Note based on the
information that they have on hand and in accordance with the Lead Securitization Servicing Agreement. Each Non-Lead Master Servicer,
Non-Lead Special Servicer and Non-Lead Trustee, as applicable, shall be entitled to make their own recoverability determination
with respect to a P&I Advance to be made on the related Non-Lead Securitization Note based on the information that they have
on hand and in accordance with the related Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as
applicable, and each Non-Lead Master Servicer or Non-Lead Trustee shall be required to notify each other servicer and trustee
with respect to a Securitization of the amount of its P&I Advance within two (2) Business Days of making such advance. If
the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect to the Lead Securitization Note) or a Non-Lead
Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee, as applicable (with respect to a Non-Lead Securitization Note),
determines that a proposed P&I Advance, if made, would be non-recoverable or an outstanding P&I Advance is or would be
non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee, as applicable, subsequently determines that a
proposed Property Protection Advance would be non-recoverable or an outstanding Property Protection Advance is or would be non-recoverable,
then the Master Servicer or the Trustee (as provided in the Lead Securitization Servicing Agreement, in the case of a determination
of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or such Non-Lead Master Servicer or Non-Lead
Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the case of a determination of non-recoverability
by a Non-Lead Master Servicer, a Non-Lead Special Servicer or a Non-Lead Trustee) shall notify the Master Servicer and the Trustee,
or such Non-Lead Master Servicer and such Non-Lead Trustee, as the case may be, within two (2) Business Days of making such determination.
Each of the Master Servicer, the Trustee, the Non-Lead Master Servicers and the Non-Lead Trustees, as applicable, will only be
entitled to reimbursement for a P&I Advance that becomes non-recoverable and advance interest thereon first from the Collection
Account from amounts allocable to the Note for which such P&I Advance was made, and then, if funds are insufficient, (i) in
the case of the Lead Securitization Note, from general collections of the Lead Securitization Trust, pursuant to the terms of
the Lead Securitization Servicing Agreement and (ii) in the case of a Non-Lead Securitization Note, from general collections of
the related Non-Lead Securitization Trust, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement.




    	19 



    	 



    

(e)   
The Servicing Agreement shall contain provisions to the effect that (and to the extent such following provisions are not
included in the Servicing Agreement, they shall be deemed incorporated therein and made a part thereof):


(i)           
any payments received on the Mortgage Loan shall be paid by the Master Servicer to each of the Noteholders (other than
the Noteholders of the Non-Lead Securitization Notes, to whom remittances shall be made described in clause (viii) below) on the
Master Servicer Remittance Date under the Servicing Agreement;


(ii)           
each Non-Lead Noteholder shall be entitled to receive, and the Master Servicer and the Special Servicer shall provide access
to, any information relating to the Mortgage Loan, the Mortgage Loan Borrower or the Mortgaged Property as such Non-Lead Noteholder
may reasonably request and would be customarily in the possession of, or collected or known by, the Master Servicer or the Special
Servicer of mortgage loans similar to the Mortgage Loan and, in any event, all information that is required to be provided to
holders of the securities issued by the Lead Securitization Trust but not limited to standard CREFC reports and Asset Status Reports,
provided that if an interest in the requesting Noteholder or its related Note is held by a Borrower Party, then such requesting
Noteholder shall not be entitled to receive the Asset Status Report or any other information relating to the Special Servicer’s
workout strategy or any “excluded information” or analogous term under the Servicing Agreement;


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


(iv)           
the Servicing Agreement may not be amended without the consent of each Non-Lead Noteholder if such amendment would be materially
adverse to such Non-Lead Noteholder or would materially adversely affect the Mortgage Loan or any Non-Lead Noteholder’s
rights with respect thereto or would alter any term that is defined herein by reference to the Servicing Agreement in a manner
that is materially adverse to a Non-Lead Noteholder;


(v)           
the Special Servicer selected by the Controlling Noteholder shall be appointed as the Special Servicer for the Mortgage
Loan not later than the earlier of (x) the closing of the Securitization of the Controlling Note or (y) the Mortgage Loan becoming
a Specially Serviced Loan under any other Servicing Agreement; provided, however, that such Special Servicer has
the Required Special Servicer Rating of, or otherwise be acceptable to, each of the Rating Agencies rating any Securitization
of an A Note;


(vi)           
the Master Servicer or Trustee shall be required to provide written notice to each Non-Lead Master Servicer and each Non-Lead
Trustee of any P&I Advance it has made with respect to the Lead Securitization Note within two (2) Business Days of making
such advance;


(vii)           
if the Master Servicer determines that a proposed P&I Advance with respect to the Lead Securitization Note or Property
Protection Advance with respect to the Mortgage Loan, if made, or any outstanding P&I Advance or Property Protection Advance




    	20 



    	 



    

previously
made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer shall provide each Non-Lead Master Servicer
written notice of such determination promptly after such determination was made together with such reports that the Master Servicer
delivered to the Special Servicer or Trustee in connection with notification of its determination of nonrecoverability;


(viii)           
the Master Servicer shall remit all payments allocated to the Noteholder of each Non-Lead Securitization Note pursuant
to Section 3, net of the servicing fees payable to the Master Servicer and Special Servicer with respect to such Non-Lead
Securitization Note, and any other applicable fees and reimbursements payable to the Master Servicer, the Special Servicer and
the Trustee, to such Non-Lead Securitization Noteholder not later than the earlier of (x) the Master Servicer Remittance Date
and (y) the Business Day following the “determination date” (or any term substantially similar thereto) as defined
in the applicable Non-Lead Securitization Servicing Agreement (such determination date, the “Non-Lead Securitization
Determination Date”), provided, however, that (a) no remittance is required to be made until one (1) Business
Day of receipt of properly identified funds constituting the related Monthly Payment (provided, however, that to the extent any
such amounts are received after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable
efforts to remit such amounts within one (1) Business Day of receipt of properly identified funds but, in any event, the Master
Servicer shall remit such amounts within two (2) Business Days of receipt of properly identified funds; provided further,
however, that in the event the Master Servicer (when otherwise required to remit) is in receipt of properly identified funds that
are not available to the Master Servicer, the Master Servicer may instead remit such amounts on the same Business Day that such
properly identified funds become available to the Master Servicer); and (b) any late collections received by the Master Servicer
after the related due date under the Mortgage Loan shall be remitted by the Master Servicer in accordance with Section 2(e)(xv)
below;


(ix)           
with respect to each Non-Lead Note, the Master Servicer agrees to deliver or cause to be delivered or to make available
to such Non-Lead Noteholder (or, in the case of a Non-Lead Note held by a Securitization, the related Non-Lead Master Servicer)
all reports required to be delivered by the Master Servicer to the Certificate Administrator and the Trustee under the Lead Securitization
Servicing Agreement (which shall include all loan-level reports constituting the CREFC® Investor Reporting Package (IRP))
pursuant to the terms of the Lead Securitization Servicing Agreement, to the extent related to the Mortgage Loan, the Mortgaged
Property, such Non-Lead Note, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, not later
than the earlier of (x) the Master Servicer Remittance Date and (y) the Business Day following the Non-Lead Securitization Determination
Date (if any), in each case so long as the date on which delivery is required under this clause (ix) is at least one (1)
Business Day after the scheduled monthly payment date under the Mortgage Loan Agreement;


(x)           
the Master Servicer and the Special Servicer, as applicable, shall provide (in electronic media) to each Non-Lead Noteholder
all documents, certificates, instruments, notices, reports, operating statements, rent rolls and other information regarding the




    	21 



    	 



    

Mortgage
Loan provided by it to any other party to the Lead Securitization Servicing Agreement at the time provided to such other party;


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


(xii)           
each Non-Lead Noteholder shall be entitled to the same indemnity as the Lead Securitization Noteholder under the Lead Securitization
Servicing Agreement; each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor and the Custodian shall be required to (and shall require any Servicing Function Participant or Additional Servicer engaged
by it to) indemnify each Certifying Person and the Non-Lead Depositor, and their respective directors and officers and controlling
persons, to the same extent that they indemnify the Depositor (as depositor in respect of the Lead Securitization) and each Certifying
Person for (i) its failure to deliver the items in clause (xiii) below in a timely manner, (ii) its failure to perform
its obligations to the Non-Lead Depositor or the related Non-Lead Trustee under Article XI (or any article substantially similar
thereto) of the Lead Securitization Servicing Agreement by the time required after giving effect to any applicable grace period
or cure period, (iii) the failure of any Servicing Function Participant or Additional Servicer retained by it (other than an Initial
Sub-Servicer) to perform its obligations to such depositor or trustee under such Article XI (or any article substantially similar
thereto) of the Lead Securitization Servicing Agreement by the time required and/or (iv) any Deficient Exchange Act Deliverable
regarding, and delivered by or on behalf of, such party;


(xiii)           
with respect to each Non-Lead Securitization that is subject to reporting requirements under the Securities Act, the Exchange
Act (including Rule 15Ga-1), and Regulation AB, (a) the Master Servicer, any primary servicer, the Special Servicer, the Trustee,
the Certificate Administrator or other party acting as custodian for the Lead Securitization shall be required to deliver (and
shall be required to cause each other servicer and servicing function participant (within the meaning of Items 1123 and 1122,
respectively, of Regulation AB) retained or engaged by it to deliver; provided that such party shall only be required to
use commercially reasonable efforts to cause an Initial Sub-Servicer to deliver), in a timely manner (i) the reports, certifications,
compliance statements, accountants’ assessments and attestations, and information to be included in reports (including,
without limitation, Form ABS-15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request, any other materials specified in
the Non-Lead Securitization Servicing Agreement, in the case of sub-clauses (vi) and (vii), as the Non-Lead Depositor
or the Non-Lead Trustee reasonably believes, in good faith, are required in order for the Non-Lead Depositor or the Non-Lead Trustee
to comply with (1) its obligations under the Securities Act, the Exchange Act (including Rule 15Ga-1), Regulation AB and Form
SF-3 and (2) any applicable comment letter from the Commission or its obligations with respect to any Deficient Exchange Act Deliverable,
(b) without limiting the generality of the foregoing (x) the Depositor or the Lead Securitization Noteholder shall provide or
cause to be provided to the Non-Lead Depositor (and to counsel to the Non-Lead Depositor) and




    	22 



    	 



    

the
Non-Lead Trustee (1) written notice (which may be by email) in a timely manner (but no later than three (3) Business Days prior
to closing) of the occurrence of the Lead Securitization, and (2) no later than the closing date of the Lead Securitization, a
copy of the Lead Securitization Servicing Agreement in an EDGAR-compatible format, and (y) the Master Servicer and Special Servicer
(or any replacement Master Servicer or Special Servicer, as applicable) shall, upon reasonable prior written request, and subject
to the right of the Master Servicer or the Special Servicer, as the case may be, to review and approve such disclosure materials
(in each case, at the cost (including the reasonable fees of counsel) of the Non-Lead Sponsor), permit a holder of the Non-Lead
Securitization A Note to use such party’s description contained in the Lead Securitization prospectus (updated as appropriate
by the Master Servicer or Special Servicer, as applicable, at the cost (including the reasonable fees of counsel) of the Non-Lead
Sponsor) or contained in a Lead Securitization Form 8-K), for inclusion in the disclosure materials or a Form 8-K relating to
any securitization of the Non-Lead Securitization A Note, and (z) the Master Servicer and the Special Servicer (or any replacement
Master Servicer or Special Servicer, as applicable), shall provide indemnification agreements, opinions and Regulation AB compliance
letters as were or are being delivered with respect to the Lead Securitization (in each case, at the cost (including the reasonable
fees of counsel) of the Non-Lead Sponsor), and (c) in connection with any amendment of the Lead Securitization Servicing Agreement,
the Depositor shall provide written notice (which may be by email) of such proposed amendment to the Non-Lead Depositor and the
Non-Lead Trustee no later than three (3) Business Days prior to the date of effectiveness of such amendment, and, on the date
of effectiveness of such amendment to the Lead Securitization Servicing Agreement, provide a copy of such amendment in an EDGAR-compatible
format to the Non-Lead Depositor and the Non-Lead Trustee. The Master Servicer and the Special Servicer shall each be required
to provide certification and indemnification to any Certifying Person with respect to any applicable Sarbanes-Oxley Certification
with respect to a Non-Lead Securitization.


(xiv)           
each of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting Party shall
cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under the applicable
Sub-Servicing Agreement), with each Non-Lead Depositor (including, without limitation, providing all due diligence information,
reports, written responses, negotiations and coordination) to the same extent as such party is required to cooperate with the
Depositor under Article XI (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement and in
connection with Deficient Exchange Act Deliverables. All respective reasonable out-of-pocket costs and expenses incurred by the
Non-Lead Depositor (including reasonable legal fees and expenses of outside counsel to such depositor) in connection with the
foregoing (other than those costs and expenses related to participation by a Non-Lead Depositor in any telephone conferences and
meetings with the Commission and other costs the Non-Lead Depositor must bear pursuant to Article XI (or any article substantially
similar thereto) of the Lead Securitization Servicing Agreement) and any amendments to any reports filed with the Commission therewith
shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from such Non-Lead Depositor;




    	23 



    	 



    

(xv)           
any late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to a Non-Lead Securitization
Note or reimbursable to the Non-Lead Master Servicer or the Non-Lead Trustee shall be remitted by the Master Servicer to the Non-Lead
Master Servicer or the Non-Lead Noteholder, as applicable, within one (1) Business Day of receipt of properly identified funds;
provided, however, that to the extent any such amounts are received after 3:00 p.m. Eastern time on any given Business Day, the
Master Servicer shall use commercially reasonable efforts to remit such amounts within one (1) Business Day of receipt of properly
identified funds but, in any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt of properly
identified funds; provided further, however, that in the event the Master Servicer (when otherwise required to remit) is in receipt
of properly identified funds that are not available to the Master Servicer, the Master Servicer may instead remit such amounts
on the same Business Day that such properly identified funds become available to the Master Servicer;


(xvi)           
each Non-Lead Master Servicer and each Non-Lead Special Servicer shall each be a third-party beneficiary of the Lead Securitization
Servicing Agreement with respect to all provisions therein expressly relating to compensation, reimbursement or indemnification
of such Non-Lead Master Servicer or such Non-Lead Special Servicer, as the case may be, and the provisions regarding coordination
of Advances;


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


(xviii)           
Servicer Termination Events with respect to the Master Servicer and the Special Servicer shall include: (i) solely with
respect to the Master Servicer, the failure to timely remit payments to a Non-Lead Noteholder, which failure continues unremedied
for one (1) Business Day following the date on which such payment was to be made; (ii) solely with respect to the Special Servicer,
the failure to deposit into any REO Account any amount required to be so deposited within two (2) Business Days after the date
such deposit was to be made, or the failure to remit to the Master Servicer for deposit into the Collection Account, as applicable,
any amount required to be so remitted by the Special Servicer within one (1) Business Day after the date such remittance was to
be made; (iii) solely with respect to the Special Servicer, the failure to maintain the Required Special Servicer Rating or to
be otherwise acceptable to each Rating Agency rating a Securitization, which failure continues unremedied for a period of sixty
(60) days following actual knowledge thereof by the Special Servicer; (iv) the qualification, downgrade or withdrawal, or placing
on “watch status” in contemplation of a rating downgrade or withdrawal of the ratings of any class of certificates
issued in connection with the Non-Lead Securitization by the Rating Agencies rating such securities (and such qualification, downgrade,
withdrawal or “watch status” placement shall not have been withdrawn by such rating agencies within sixty (60) days
of actual knowledge of such event by the Master Servicer or the Special Servicer, as the case may be), and publicly citing servicing
concerns with the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action;
and (v) the failure to provide to a Non-Lead Securitization Noteholder (if and to the extent required




    	24 



    	 



    

under
the related Non-Lead Securitization) reports required under the Exchange Act, and the rules and regulations thereunder, in a timely
fashion. Upon the occurrence of such a Servicer Termination Event (A) with respect to the Master Servicer affecting any Non-Lead
Noteholder and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee
shall, upon the direction of such Non-Lead Noteholder, appoint a sub-servicer solely with respect to the Mortgage Loan (or if
the Mortgage Loan is currently being sub-serviced, to replace the current sub-servicer, but only if such original sub-servicer
is in default under the related sub-servicing agreement); and (B) the appointment (or replacement) of a sub-servicer with respect
to the Mortgage Loan, as contemplated in clause (A) above, will in any event be subject to written confirmation from each Rating
Agency that such appointment would not, in and of itself, cause a downgrade, qualification or withdrawal of the then-current ratings
assigned to the securities issued in connection with any Securitization. Upon the occurrence of a Servicer Termination Event with
respect to the Special Servicer affecting a Non-Lead Noteholder and the Special Servicer is not otherwise terminated pursuant
to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction of such Non-Lead Noteholder, terminate the Special
Servicer with respect to, but only with respect to, the Mortgage Loan;


(xix)           
upon any resignation of the Master Servicer or the Special Servicer, any termination of the Master Servicer or Special
Servicer and/or any replacement thereof, any appointment of a successor to the Master Servicer or Special Servicer, or the effectiveness
of any designation of a new Special Servicer, the Trustee or Certificate Administrator shall promptly (and in any event no later
than three (3) Business Days prior to the effective date of such resignation, termination, replacement and/or appointment of a
Master Servicer or Special Servicer) provide written notice thereof to each Non-Lead Trustee, each Non-Lead Master Servicer, and
each Non-Lead Depositor, together with any information reasonably required (including, without limitation, any disclosure required
under Item 1108 of Regulation AB) for the related Non-Lead Securitization to comply with any applicable reporting obligations
under the Exchange Act; provided, that such notice shall not be deemed to be provided unless receipt thereof has been confirmed
in writing (which may be by email) from the Non-Lead Depositor;


(xx)           
if a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization
Servicing Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with
the Non-Lead Asset Representations Reviewer in connection with such Asset Review by providing the Non-Lead Asset Representations
Reviewer with any documents reasonably requested by the Non-Lead Asset Representations Reviewer, but only to the extent (x) such
documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be,
and (y) the Non-Lead Asset Representations Reviewer has not been able to obtain such documents from the related mortgage loan
seller; and


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




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(f)   
Each Non-Lead Securitization Noteholder agrees that it shall cause the related Non-Lead Securitization Servicing Agreement
to provide as follows (and to the extent such following provisions are not included in such Non-Lead Securitization Servicing
Agreement, they shall be deemed incorporated therein and made a part thereof):


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


(ii)           
each of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required
to indemnify each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to
the terms of the Lead Securitization Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any
additional trust fund expenses with respect to the Mortgage Loan) by the Non-Lead Securitization Trust, against any of the Indemnified
Items to the extent of its pro rata share of such Indemnified Items and, to the extent amounts on deposit in the Collection
Account that are allocated to the Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the Non-Lead
Master Servicer will be required to reimburse each of the applicable Indemnified Parties for the Non-Lead Securitization Note’s
pro rata share of the insufficiency out of general funds in the collection account (or equivalent account) established
under the Non-Lead Securitization Servicing Agreement;




    	26 



    	 



    

(iii)           
the Non-Lead Master Servicer, Non-Lead Trustee or Non-Lead Certificate Administrator will be required to deliver to the
Trustee, the Certificate Administrator, the Special Servicer, the Master Servicer and the Operating Advisor (i) promptly following
the Non-Lead Securitization, notice of the deposit of the Non-Lead Securitization Note into a Securitization Trust (which notice
may be (x) in the form of delivery (which may be by email) of a copy of the Non-Lead Securitization Servicing Agreement, or (y)
by email notification together with contact information for the Non-Lead Trustee, the Non-Lead Certificate Administrator, the
Non-Lead Master Servicer, the Non-Lead Special Servicer and the party designated to exercise the rights of such Non-Lead Securitization
Noteholder as a “Non-Controlling Noteholder” under this Agreement, accompanied by a copy of the executed Non-Lead
Securitization Servicing Agreement, and (ii) notice of any subsequent change in the identity of the Non-Lead Master Servicer,
the Non-Lead Trustee or the party designated to exercise the rights of such Non-Lead Securitization Noteholder as a “Non-Controlling
Noteholder” under this Agreement (together with the relevant contact information) (which may be in the form of email delivery
of a copy of any revised Non-Lead Securitization Servicing Agreement); and


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


(g)  
The Lead Securitization Noteholder shall:


(i)           
give each Non-Lead Securitization Noteholder that is included in a Securitization (if any) at the time of the Securitization
of the Lead Securitization Note, notice of such Securitization of the Lead Securitization Note in writing (which may be by email)
not less than three (3) Business Days prior to the applicable pricing date for the Lead Securitization, together with contact
information for each of the parties to the Lead Securitization Servicing Agreement; and


(ii)           
send to each Non-Lead Securitization Noteholder and the parties to the related Non-Lead Securitization Servicing Agreement
(that are not also party to the Lead Securitization Servicing Agreement) (x) on or promptly following the Lead Securitization
Date (to the extent the applicable parties to the related Non-Lead Securitization Servicing Agreement have been engaged by the
related Non-Lead Depositor on or prior to the Lead Securitization Date), a copy (in EDGAR-compatible format) of the execution
version of the Lead Securitization Servicing Agreement, (y) within (1) one Business Day after the date of any re-filing by the
Depositor of the Lead Securitization Servicing Agreement with the Commission to account for any changes thereto (other than a
formal amendment thereto following the Lead Securitization Date), a copy (in EDGAR-compatible format) of the re-filed Lead Securitization
Servicing Agreement, and (z) promptly following distribution thereof to the parties to the Lead Securitization Servicing Agreement,
any changes made by the Depositor to the Lead Securitization Servicing Agreement (other than a formal amendment thereto following
the Lead Securitization Date).


(h)  
Each Non-Lead Securitization Noteholder shall provide (or cause to be provided) to the Lead Securitization Noteholder and
the parties to the Lead Securitization Servicing Agreement (provided that the Lead Securitization Servicing Agreement has been




    	27 



    	 



    

delivered
to the Non-Lead Securitization Noteholder) notice of the closing of the related Non-Lead Securitization, in writing (which may
be by email) prior to or promptly following the related Non-Lead Securitization Date, which notice shall include a copy of the
Non-Lead Securitization Servicing Agreement.


(i)    
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.


(j)    
At any time after the Securitization Date that all of the Lead Securitization Notes are no longer subject to the provisions
of the Servicing Agreement, the Note A-1 Holder 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 the Non-Lead Securitization Noteholders, in substance,
to those in the Servicing Agreement; all references herein to the “Servicing Agreement” shall mean such subsequent
servicing agreement; and, for purposes of the provisions hereof relating to the servicing and administration of the Mortgage Loan,
all references herein to “Lead Securitization Noteholder” shall be construed to refer to the Note A-1 Holder; provided,
however, that if a Non-Lead Securitization Note is in a Securitization, then a written confirmation shall have been obtained
from each Rating Agency rating such Securitization that the appointment of the servicer(s) pursuant to such servicing agreement
would not, in and of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the securities
issued in connection with such Securitization; provided, further, 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 (which special servicer must satisfy the Required Special Servicer
Rating of, or otherwise be acceptable to, each of the Rating Agencies rating any outstanding Securitization) and does not have
to be performed by the service providers set forth under the Servicing Agreement.


(k)  
Subject to the Servicer’s obligation to act in accordance with the Servicing Standard and subject to a Rating Agency
Confirmation, and solely in the event that S&P rates any securities issued in connection with any Securitization of any A
Note, the Servicer shall require the related Mortgage Loan Borrower to maintain insurance with an insurer meeting the minimum
S&P ratings requirements specified in the related Mortgage Loan Documents (and, for the avoidance of doubt, without regard
to any lender discretion with respect to such ratings in the related Mortgage Loan Documents).


Section
3.               
Payment Priorities of the Notes. The A Notes shall be of equal priority, and no portion of any Note shall have priority
or preference over any portion of any other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise
available for payment on or with respect to or in connection with the Mortgage Loan or the




    	28 



    	 



    

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 each Noteholder to such party out of distributions made to such Noteholder in respect of
its respective Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses
(x) and (y), “Withheld Amounts”), shall be applied to the Notes on a Pro Rata and Pari Passu Basis.


For
clarification purposes, Default Interest and late payment charges (collectively, “Penalty Charges”) paid on
the A Notes pursuant to this Section 3 shall be allocated to the Note A Holders on a pro rata basis and applied: first, to reduce,
on a pro rata basis, the Penalty Charges otherwise payable on each such A Note by the amount necessary to pay the Master Servicer,
the Trustee or the Special Servicer for any interest accrued on any Property Protection Advances and reimbursement of any Property
Protection Advances in accordance with the terms of the Lead Securitization Servicing Agreement; second, to reduce, on a pro rata
basis, the Penalty Charges otherwise payable to the Noteholder of each such A Note by the amount necessary to pay the Master Servicer,
Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such
Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing
Agreement, as applicable); third, to reduce, on a pro rata basis, the Penalty Charges otherwise payable to each Note A Holder
by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation
Fees) incurred with respect to the Mortgage Loan (as specified in the Servicing Agreement); and finally, (i) in the case of the
remaining amount of Penalty Charges otherwise allocable pursuant to this Section 3 to the Lead Securitization Noteholder, to pay
such remaining amount to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the
Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to this Section 3 to any
Note A Holder that is not the Lead Securitization Noteholder, to pay such remaining amount (x) prior to the Securitization of
such A Note, to the related Note A Holder and (y) following the Securitization of such A Note, to the Master Servicer and/or the
Special Servicer as additional servicing compensation as provided in the Servicing Agreement.


Section
4.               
 [Reserved.]


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




    	29 



    	 



    

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 Non-Lead 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 Non-Lead 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 Non-Lead Noteholder 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).


(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, 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 the Noteholders as a collective whole. 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 pursuant to Section 3 shall be made as though such Workout
did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof, the full economic effect
of all waivers, reductions or deferrals of




    	30 



    	 



    

amounts
due on the Mortgage Loan attributable to such Workout shall be borne by the Note A Holders (pro rata based on the
Principal Balances of their respective Notes).


(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 all or a portion of any A Note. 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 (without
reimbursement under Section 3) 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




    	31 



    	 



    

Decision,
then the Master Servicer or Special Servicer, as applicable, shall deliver prompt written notice thereof and a Major Decision
Reporting Package to the Controlling Noteholder and its Controlling Noteholder Representative, if any, at least ten (10) Business
Days (30 days with respect to any proposed modification or waiver of any material provision in the related Mortgage Loan Documents
governing the type, nature or amount of insurance coverage required to be obtained and maintained by the Mortgage Loan Borrower)
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 ten (10) Business Days (30 days with respect to any proposed
modification or waiver of any material provision in the related Mortgage Loan Documents governing the type, nature or amount of
insurance coverage required to be obtained and maintained by the Mortgage Loan Borrower) after delivery of the notice of such
Major Decision and the Major Decision Reporting Package, then the Controlling Noteholder (or its Controlling Noteholder Representative)
will be deemed to have approved such action. Notwithstanding the provisions set forth in subsection (i), in the event that the
Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by this Agreement or the Servicing
Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or any
other matter requiring consent of the Controlling Noteholder (or its Controlling Noteholder Representative) in this Agreement
or the Servicing Agreement, is necessary to protect the interests of the Noteholders (as a collective whole (taking into account
the pari passu nature of the A Notes)), the Special Servicer or Master Servicer, as applicable may take any such action without
waiting for the response of the Controlling Noteholder (or its Controlling Noteholder Representative), provided that the Special
Servicer or Master Servicer, as applicable provides the Controlling Noteholder with prompt written notice following such action
including a reasonably detailed explanation of the basis therefor. Similarly, following the occurrence of an extraordinary event
with respect to any Mortgaged Property, or if a failure to take any such action at such time would be inconsistent with the Servicing
Standard, the Servicer may take actions with respect to the 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,




    	32 



    	 



    

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
Special Servicer shall be required to provide copies to each Non-Controlling Noteholder of any notice, information and report
that is required to be provided to the Controlling Noteholder pursuant to the Servicing Agreement with respect to any Major Decisions
or the implementation of any recommended actions outlined in an Asset Status Report within the same time frame such notice, information
and report is required to be provided to the Controlling Noteholder, and the Special Servicer shall be required to consult with
each Non-Controlling Noteholder on a strictly non-binding basis, to the extent having received such notices, information and reports,
any Non-Controlling Noteholder requests consultation with respect to any such Major Decisions or the implementation of any recommended
actions outlined in an Asset Status Report, and consider alternative actions recommended by such Non-Controlling Noteholder; provided
that after the expiration of a period of ten (10) Business Days from the delivery to any Non-Controlling Noteholder by the
Special Servicer of written notice of a proposed action, together with copies of the notice, information and reports, the Special
Servicer shall no longer be obligated to consult with such Non-Controlling Noteholder, whether or not such Non-Controlling Noteholder
has responded within such ten (10) Business Day period (unless, the Special Servicer proposes a new course of action that is materially
different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from
the date of such proposal and delivery of all information relating thereto). No consultation of the Non-Controlling Noteholder
shall (a) require or cause the Master Servicer or the Special Servicer to violate the terms of the Mortgage Loan, applicable law
or any provision of this Agreement or the Servicing Agreement, including the Master Servicer’s or the Special Servicer’s
obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor
trust status of the Grantor Trust, (b) result in a breach of Section 5(e) or (c) materially expand the scope of the Special
Servicer’s, Trustee’s, the Certificate Administrator’s or the Master Servicer’s responsibilities under
this Agreement or the Servicing Agreement. Notwithstanding the consultation rights of the related Non-Controlling Noteholder set
forth above, the Master Servicer or Special Servicer may make any Major Decision or take any action set forth in the Asset Status
Report before the expiration of the aforementioned ten (10) Business Day period if such Master Servicer or Special Servicer determines
that immediate action with respect thereto is necessary to protect the interests of the Noteholders. After a Securitization of
any A Note, references in this paragraph to a Non-Controlling Noteholder as such term relates to such A Note shall mean the related
Non-Controlling Note A Subordinate Class Representative.


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




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


(h)  
[Reserved].


(i)    
[Reserved.]


(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 or as a Non-Controlling Noteholder (or a Non-Lead Subordinate
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 the Mortgage Loan,
subject to the consent right of the Controlling Noteholder (or its Controlling Noteholder Representative), in which case such
sale would include all the A Notes and the Special Servicer shall provide notice to each Non-Lead Master Servicer, who shall provide
notice to the related Non-Controlling Noteholder of the planned sale and of such Non-Controlling Noteholder’s opportunity
to submit an offer on the A Notes together.


Each
Non-Lead Noteholder hereby appoints the Lead Securitization Noteholder as its 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 Non-Lead Note. Each Non-Lead Noteholder further agrees that, upon the request of the
Lead Securitization Noteholder, the Non-Lead Noteholder 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 respective
original Non-Lead Note, endorsed in blank, to or at the direction of the Lead Securitization Noteholder in connection with the
consummation of any such sale. For the avoidance of doubt, this paragraph is subject to the consent right of the Controlling Noteholder
in the immediately preceding paragraph.




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The
authority of the Lead Securitization Noteholder to sell a Non-Lead Note, and the obligations of a Non-Lead Noteholder to execute
and deliver instruments or deliver the Non-Lead Note 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 any Non-Lead Noteholder 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 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.




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(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)   
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 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




    	36 



    	 



    

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 to the
effect that any Special Servicer is subject to termination 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, 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 established pursuant to the Servicing Agreement. The Lead Securitization Noteholder (or
the Master Servicer on its behalf) shall establish sub-accounts of the Collection 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 funds from or on behalf of the Mortgage Loan Borrower; provided, however,
that in the event the Master Servicer (when otherwise required to remit) 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 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 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




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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) for application subject to and in accordance with this Agreement and the Servicing. 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
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




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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) hereof and the Servicing Standard, 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 one or more of such
Noteholders 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.


Section
11.           
[Reserved.]


Section
12.           
[Reserved.]


Section
13.           
[Reserved.]


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 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.


Section
15.           
[Reserved.]


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. No Noteholder shall have any obligation whatsoever to offer to any other




    	39 



    	 



    

Noteholder
the opportunity to purchase any future loan originated by such Noteholder or its Affiliates and if any Noteholder chooses to offer
to any other Noteholder the opportunity to purchase any future mortgage loan originated by such Noteholder or its Affiliates,
such offer shall be at such purchase price and interest rate as such Noteholder chooses, in its sole and absolute discretion.
No Noteholder shall have any obligation whatsoever to purchase from any other Noteholder any future loans originated by such Noteholder
or its Affiliates.


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


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)   
[Reserved.]


(b)  
[Reserved.]


(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 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) 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, a Note A Holder may only transfer all or any portion of its Note to a Borrower Party with the prior




    	40 



    	 



    

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 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




    	41 



    	 



    

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;


(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




    	42 



    	 



    

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.           
Assignment and Assumption Upon Transfer. In connection with any Transfer of a Note to any entity (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, neither the
Trustee nor any Non-Lead Trustee shall 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 Lead Securitization Servicing Agreement or a Non-Lead Securitization
Servicing Agreement, as the case may be. 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.


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 their 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.           
[Reserved.]


Section
23.           
No Pledge. This Agreement shall not be deemed to represent a pledge of any interest in the Mortgage Loan by any
one or more Noteholders to any one or more other Noteholders. Except as otherwise provided in this Agreement and the Servicing
Agreement, no Non-Lead Noteholder 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
each Non-Lead Noteholder shall be entitled to receive its share of the application thereof in accordance with the terms of this
Agreement and/or the Servicing Agreement.







    	43 



    	 



    

    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 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, or (ii) entered
into pursuant to Section 38




    	44 



    	 



    

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 or the Servicing 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.


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.


Section
32.           
[Reserved.]


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. 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




    	45 



    	 



    

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.


All
notices and reports (including, without limitation, Asset Status Reports) required to be delivered hereunder by the Lead Securitization
Noteholder (or any Servicer on its behalf) to the Controlling Noteholder (or its Controlling Noteholder Representative), or by
the Controlling Noteholder (or its Controlling Noteholder Representative) to the Lead Securitization Noteholder as a Non-Controlling
Noteholder (or any Servicer on its behalf), shall also be delivered by the applicable party to each other Noteholder.


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;


(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-1 Holder. In the event that the Agent is




    	46 



    	 



    

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 shall be deemed
to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor
thereto upon such Securitization without any further notice or other action. The termination or resignation of the Master Servicer,
as Master Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer as Agent
under this Agreement without any further notice or other action, in which case the appointment of a successor Master Servicer
under the Servicing Agreement shall be deemed an appointment of such successor Master Servicer as successor Agent under this Agreement
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 each Noteholder may elect, in its sole discretion, to include its Note in a Securitization.
In connection with a Securitization of any A Note, each other Noteholder, at the request of the related securitizing 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




    	47 



    	 



    

may be
reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into
(or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with 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 such Securitization; provided, however, that
either in connection with such Securitization or otherwise at any time prior to such 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 an A Note, each other
Noteholder agrees to provide, for inclusion in any disclosure document relating to such Securitization, such customary non-confidential
information concerning such Noteholder as the requesting Noteholder reasonably determines to be necessary to satisfy its disclosure
obligations in connection with such 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)  
Each 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.




    	48 



    	 



    

(c)   
Notwithstanding anything herein to the contrary, each Note A Holder acknowledges and agrees that (i) no other Noteholder
shall be required to incur any out-of-pocket expenses in connection with such Note A Holder’s respective Securitization
of such Note A Holder’s A Note, and (ii) each 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 such Note A Holder’s respective Securitization.


[SIGNATURE
PAGE FOLLOWS]




    	49 



    	 



    

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-1 HOLDER
    AND INITIAL AGENT:
	 	 	 	 
	 	 	 	 
	 	DEUTSCHE
BANK AG, NEW YORK BRANCH
	 	 	 	 
	 	By:	/s/ Daniel Penn 
	 	 	Name:   Daniel Penn 
	 	 	Title:    Director
	 	 	 
	 	 	 
	 	By:	/s/ Natalie  Grainger
	 	 	Name:   Natalie Grainger
	 	 	Title:     Director


 


 


 


Agreement Between
Noteholders (Waterfront Plaza)


 









    	



    	 



    







 





	 	INITIAL NOTE A-2 HOLDER :
	 	 	 	 
	 	 	 	 
	 	DEUTSCHE
BANK AG, NEW YORK BRANCH
	 	 	 	 
	 	By:	/s/ Daniel Penn 
	 	 	Name:   Daniel Penn 
	 	 	Title:    Director
	 	 	 
	 	 	 
	 	By:	/s/ Natalie  Grainger
	 	 	Name:   Natalie Grainger
	 	 	Title:     Director


 


 


 


Agreement Between
Noteholders (Waterfront Plaza)



 




    	



    	 



    







 





	 	INITIAL
NOTE A-3 HOLDER:
	 	 	 	 
	 	 	 	 
	 	DEUTSCHE
BANK AG, NEW YORK BRANCH
	 	 	 	 
	 	By:	/s/ Daniel Penn 
	 	 	Name:   Daniel Penn 
	 	 	Title:    Director
	 	 	 
	 	 	 
	 	By:	/s/ Natalie  Grainger
	 	 	Name:   Natalie Grainger
	 	 	Title:     Director


 


 


 


Agreement Between
Noteholders (Waterfront Plaza)











    	



    	 



    








 





	 	INITIAL
NOTE A-4 HOLDER:
	 	 	 	 
	 	 	 	 
	 	DEUTSCHE
BANK AG, NEW YORK BRANCH
	 	 	 	 
	 	By:	/s/ Daniel Penn 
	 	 	Name:   Daniel Penn 
	 	 	Title:    Director
	 	 	 
	 	 	 
	 	By:	/s/ Natalie  Grainger
	 	 	Name:   Natalie Grainger
	 	 	Title:     Director


 


 


 


Agreement Between
Noteholders (Waterfront Plaza)











    	



    	 



    

EXHIBIT
A



MORTGAGE LOAN SCHEDULE


A.       Description
of Mortgage Loan:


 


	Mortgage
    Loan Agreement:	Loan
    Agreement, dated as of May 17, 2019  (as amended, restated, replaced, supplemented or otherwise modified from time to
    time), between Deutsche Bank AG, New York Branch,  and Waterfront Plaza, LLC, as borrower
	Location
    of Mortgaged Property:	500
    Ala Moana Boulevard, Honolulu, Hawaii 96813
	Date
    of the Mortgage Loan:	May
    17, 2019
	Date
    of Note A-1:	May
    17, 2019
	Date
    of Note A-2:	May
    17, 2019
	Date
    of Note A-3:	May
    17, 2019
	Date
    of Note A-4:	May
    17, 2019
	Initial
    Principal Amount of Mortgage Loan:	$125,000,000
	Stated
    Maturity Date:	June
    6, 2029




    	A-1



    	 



    

B.       Description
of Notes:


	Initial
    Note A-1 Principal Balance (as of the date of this Agreement):	$60,000,000
	Initial
    Note A-2 Principal Balance (as of the date of this Agreement):	$40,000,000
	Initial
    Note A-3 Principal Balance (as of the date of this Agreement):	$15,000,000
	Initial
    Note A-4 Principal Balance (as of the date of this Agreement):	$10,000,000
	Note
    A Rate:	4.415%
    per annum


 




    	A-2



    	 



    

EXHIBIT
B


Initial Note A-1 Holder,
Initial Note A-2 Holder, Initial Note A-3 Holder and Initial Note A-4 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







    	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