Exhibit 4.5


 


EXECUTION VERSION


 


 


 






 


AGREEMENT BETWEEN NOTE HOLDERS


Dated as of March 30, 2020


by and between


COLUMN FINANCIAL, INC.

(Initial Note A-1 Holder)


And


COLUMN FINANCIAL, INC.

(Initial Note A-2 Holder)


KPMG Plaza at Hall Arts





 



 


 




    	 



    	 



    

TABLE OF CONTENTS


Page




	Section 1.   Definitions.	1
	Section 2.   Servicing of the Mortgage Loan.	14
	Section 3.   Priority of Payments.	26
	Section 4.   Workout.	27
	Section 5.   Administration of the Mortgage Loan.	27
	Section 6.   Rights of the Controlling Note Holder and Non-Controlling Note Holders.	31
	Section 7.   Appointment of Special Servicer.	34
	Section 8.   Payment Procedure.	35
	Section 9.   Limitation on Liability of the Note Holders.	36
	Section 10.   Bankruptcy.	36
	Section 11.   Representations of the Note Holders.	37
	Section 12.   No Creation of a Partnership or Exclusive Purchase Right.	37
	Section 13.   Other Business Activities of the Note Holders.	38
	Section 14.   Sale of the Notes.	38
	Section 15.   Registration of the Notes and Each Note Holder.	41
	Section 16.   Governing Law; Waiver of Jury Trial.	42
	Section 17.   Submission To Jurisdiction; Waivers.	42
	Section 18.   Modifications.	42
	Section 19.   Statement of Intent.	43
	Section 20.   Successors and Assigns; Third Party Beneficiaries.	43
	Section 21.   Counterparts.	43
	Section 22.   Captions.	43
	Section 23.   Severability.	43
	Section 24.   Entire Agreement.	43
	Section 25.   Withholding Taxes.	44
	Section 26.   Custody of Mortgage Loan Documents.	45
	Section 27.   Cooperation in Securitization.	45
	Section 28.   Notices.	46
	Section 29.   Broker.	46
	Section 30.   Certain Matters Affecting the Agent.	46
	Section 31.   Reserved.	47
	Section 32.   Resignation or Termination of Agent.	47
	Section 33.   Resizing.	47




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This AGREEMENT BETWEEN
NOTE HOLDERS (this “Agreement”), dated as of March 30, 2020 by and between COLUMN FINANCIAL, INC., a Delaware
corporation (“Column” and, together with its successors and assigns in interest, in its capacity as initial
owner of Note A-1 described below, the “Initial Note A-1 Holder” and, in its capacity as the initial agent,
the “Initial Agent”) and COLUMN FINANCIAL, INC., a Delaware corporation (“Column” and, together
with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the “Initial
Note A-2 Holder”; Initial Note A-1 Holder and Initial Note A-2 Holder are referred to collectively herein as the
“Initial Note Holders”).


W I T N E S S E T H:


WHEREAS, pursuant
to the Mortgage Loan Agreement (as defined herein), Column, originated a certain loan (the “Mortgage Loan”)
described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage
loan borrower described on the Mortgage Loan Schedule (collectively, the “Mortgage Loan Borrower”), evidenced,
inter alia, by two (2) promissory notes, each executed as of December 23, 2019, and made by the Mortgage Loan Borrower as
follows: Promissory Note A-1, in favor of Column, as lender, in the original principal amount of $68,000,000.00 (“Note
A-1”) and Promissory Note A-2, in favor of Column, as lender, in the original principal amount of $43,700,000.00 (“Note
A-2”). The Notes are secured by a first priority mortgage (as amended, modified or supplemented, the “Mortgage”)
on certain real property located as described on the Mortgage Loan Schedule (the “Mortgaged Property”);


WHEREAS, each Initial
Note Holder desires 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 Lead Securitization Servicing Agreement. Whenever used in this Agreement, the following terms shall have the respective
meanings set forth below unless the context clearly requires otherwise.


“Acceptable
Insurance Default” shall have the meaning set forth in the Lead Securitization Servicing Agreement.


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


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


“Agent Office”
shall mean the designated office of the Agent, which office, as of the date of this Agreement, is the office of the Initial Note
A-1 Holder listed on Exhibit B hereto,




    	 



    	 



    

 


and which is the address
to which notices to and correspondence with the Agent should be directed. The Agent may change the address of its designated office
by notice to the Note Holders.


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


“Approved
Sample PSA” means the pooling and servicing agreement that governs the commercial mortgage-backed securities transaction
commonly known as CSAIL 2019-C17 Commercial Mortgage Trust.


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


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


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


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


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


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


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


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


“Commission”
shall have the meaning assigned to such term in Section 2(h)(viii).


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


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


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




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


“Controlling
Note” shall mean Note A-1.


“Controlling
Note Holder” shall mean the holder of the Controlling Note; provided that at any time the Controlling Note is
included in a Securitization, references to the “Controlling Note Holder” herein shall mean the holders of the majority
of the class of securities issued in such Securitization designated as the “controlling class” or any other party that
is assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided
in the related Securitization Servicing Agreement; including without limitation, subject to any restrictions applicable to the
Mortgage Loan Borrower or affiliates of the Mortgage Loan Borrower provided in the Lead Securitization Servicing Agreement.


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


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


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


“Defaulted
Loan” shall have the meaning set forth in the Securitization Servicing Agreement.


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


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


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


“First Securitization”
shall mean the earliest to occur of the Note A-1 Securitization and the Note A-2 Securitization.


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


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


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




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


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


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


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


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


“Interim
Servicing Agreement” shall mean that certain interim servicing agreement between KeyBank National Association and Column
dated as of June 30, 2002 (as may be amended from time to time).


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


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


“Lead Securitization”
shall mean (a) if the First Securitization is also the Note A-1 Securitization, such First Securitization and (b) if
the First Securitization is not also the Note A-1 Securitization, then (i) for the period from the closing date of
the First Securitization until the




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Note A-1
Securitization Date, the First Securitization and (ii) on and after the Note A-1 Securitization Date, the Note A-1
Securitization.


“Lead Securitization
Directing Certificateholder” shall mean the “Directing Certificateholder” as defined in the Lead Securitization
Servicing Agreement.


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


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


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


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


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


“Master Servicer”
shall mean the master servicer appointed to act in such capacity with respect to the Mortgage Loan as provided in the Lead Securitization
Servicing Agreement.


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


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


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


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


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of December 23, 2019, between Column, as lender, and the Mortgage
Loan Borrower, as the same may be further amended, restated, supplemented or otherwise modified from time to time, subject to the
terms hereof.


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


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




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


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


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


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


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


“Non-Controlling
Note Holder” means any holder of a Non-Controlling Note; provided that at any time such holder’s respective
Note is included in a Securitization, references to such “Non-Controlling Note Holder” herein shall mean the holders
of the majority of the class of securities issued in such Securitization designated as the “controlling class” (or
analogous term) or such other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder”
hereunder, as and to the extent provided in the related Securitization Servicing Agreement (including, without limitation, subject
to any restrictions applicable to the Mortgage Loan Borrower or affiliates of the Mortgage Loan Borrower provided in the Non-Lead
Securitization Servicing Agreement) and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer
and the Special Servicer) has been given written notice. The Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) shall not be required at any time to deal with more than one party as the representative of the
“controlling class” holder(s) in respect of any Note that is exercising the rights of a “Non-Controlling Note
Holder” herein or under the Lead Securitization Servicing Agreement (it being understood for the avoidance of doubt that
the Lead Securitization Note Holder (or the Master Servicer or Special Servicer on its behalf) may additionally need to deal with
the master servicer, special servicer or other person party to the related Securitization Servicing Agreement) and (x) to
the extent that the related Securitization Servicing Agreement assigns such rights to more than one such party or (y) to the
extent any Note is split into two or more New Notes pursuant to Section 33, for purposes of this Agreement, each applicable
Securitization Servicing Agreement shall designate one such party to deal with the Lead Securitization Note Holder (or the Master
Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization
Note Holder (and the Master Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such designation
and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be
entitled to treat the last party as to which it has received written notice as having been designated as a Non-Controlling Note
Holder, as a Non-Controlling Note Holder under this Agreement.


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




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


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


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


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


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


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


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


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


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


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


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


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




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


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


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


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


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


“Note A-1
PSA” shall mean the pooling and servicing agreement entered into in connection with the Note A-1 Securitization.


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


“Note A-1
Securitization Date” shall mean the closing date of the Note A-1 Securitization.


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


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


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


“Note A-2
PSA” shall mean the pooling and servicing agreement entered into in connection with the Note A-2 Securitization.


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


“Note A-2
Securitization Date” shall mean the closing date of the Note A-2 Securitization.


“Note Holder
Representative” shall mean a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative,
as applicable.




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


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


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


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


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


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


“Percentage
Interest” shall mean, with respect to any Note Holder, a fraction, expressed as a percentage, the numerator of which
is the principal balance of the related Note and the denominator of which is the principal balance of the Mortgage Loan.


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


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


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


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


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


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




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rating to one
or more classes of securities issued in connection with the Lead Securitization, or


(c)               
one or more of the following:


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


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


(iii)         
a Qualified Trustee in connection with (a) a securitization of, (b) the creation of collateralized debt obligations
(“CDO”) secured by, or (c) a financing through an “owner trust” of, a Note or any interest
therein (any of the foregoing, a “Securitization Vehicle”), provided that (1) one or more classes
of securities issued by such Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies
that assigned a rating to one or more classes of securities issued in connection with such Securitization Vehicle (it being understood
that with respect to any Rating Agency that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating
Agency Confirmation will not be required in connection with a transfer of such Note or any interest therein to such Securitization
Vehicle); (2) in the case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle
has a Required Special Servicer Rating or is otherwise subject to Rating Agency Confirmations from the Rating Agencies rating each
Securitization (such entity, an “Approved Servicer”) and such Approved Servicer is required to service and administer
such Note or any interest therein in accordance with servicing arrangements for the assets held by the Securitization Vehicle which
require that such Approved Servicer act in accordance with a servicing standard notwithstanding any contrary direction or instruction
from any other Person; or (3) in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable,
each Intervening Trust Vehicle that is not administered and managed by a CDO Asset Manager which is a Qualified Institutional Lender,
are each a Qualified Institutional Lender under clauses (i), (ii), (iv) or (v) of this definition,
or


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




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investment vehicle
and provided that at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly, by
one or more entities that are otherwise Qualified Institutional Lenders (without regard to the capital surplus/equity and total
asset requirements set forth below in the definition), or


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


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


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


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


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


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




    	-11- 



    	 



    

 


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


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


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


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


“Reimbursement
Rate” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement, but in no case shall
be greater than the “Reimbursement Rate” as defined in the Approved Sample PSA.


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


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


“Required
Special Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage
Special Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more
loans included in a




    	-12- 



    	 



    

 


commercial mortgage
loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, and
Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed
any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such
commercial mortgage loans, (iv) in the case of Morningstar, such special servicer has a ranking by Morningstar equal to or
higher than “MOR CS3” as a special servicer, provided that if Morningstar has not issued a ranking with respect to
such special servicer, such special servicer is acting as special servicer in a commercial mortgage loan securitization that was
rated by a Rating Agency within the twelve (12) month period prior to the date of determination, and Morningstar has not downgraded
or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage
securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities,
(v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the sole or a material factor in
any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings
downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination, and
(vi) in the case of DBRS, such special servicer is acting as special servicer in a commercial mortgage loan securitization
that was rated by DBRS within the twelve (12) month period prior to the date of determination and DBRS has not downgraded or withdrawn
the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on
watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities as a material
reason for such downgrade or withdrawal.


“S&P”
shall mean S&P Global Ratings, and its successors in interest.


“Securities
Act” shall mean the Securities Act of 1933.


“Securitization”
shall mean the Note A-1 Securitization or the Note A-2 Securitization, as applicable.


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


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


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


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


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


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




    	-13- 



    	 



    

 


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


“Servicing
Advance” shall have the meaning assigned such term or analogous term or an analogous term in the Lead Securitization
Servicing Agreement.


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


“Special
Servicer” shall mean the special servicer appointed to act in such capacity with respect to the Mortgage Loan as provided
in the Lead Securitization Servicing Agreement.


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


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


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


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


Section 2.               
Servicing of the Mortgage Loan.


(a)               
Each Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced
prior to the Securitization Date pursuant to the Interim Servicing Agreement, and from and after the Securitization Date by the
Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the Lead Securitization Servicing Agreement;
provided that the Master Servicer shall not be obligated to make advance monthly payments of principal and interest in respect
of any Note other than the Lead Securitization Note if such principal or interest is not paid by the Mortgage Loan Borrower but
shall be obligated to make Servicing Advances, subject to the terms of the Lead Securitization Servicing Agreement. Each Note Holder
acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that
it will, subject to Section 27, reasonably cooperate with such other Note Holder, at such other Note Holder’s
expense, to effect such Securitization. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably
and unconditionally consents to the appointment of the Master




    	-14- 



    	 



    

 


Servicer and the Trustee
under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer as the initial Special
Servicer by the Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with
respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder
hereby appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s
attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan
on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of such Note Holder set forth
herein and in the Lead Securitization Servicing Agreement). The Lead Securitization Servicing Agreement shall not require the Servicer
to enforce the rights of one Note Holder against the other Note Holder, and shall not limit the Servicer in enforcing the rights
of one Note Holder against any other Note Holder, as may be required in order to service the Mortgage Loan as contemplated by this
Agreement and the Lead Securitization Servicing Agreement; provided that it is also understood and agreed that nothing in
this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer
shall be required pursuant to the Lead Securitization Servicing Agreement (i) to service the Mortgage Loan in accordance with
the Servicing Standard, the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement and applicable law,
(ii) to provide information to each servicer under each Non-Lead Securitization Servicing Agreement necessary to enable each
such servicer to perform its servicing duties under each Non-Lead Securitization Servicing Agreement, and (iii) to not take
any action or refrain from taking any action or follow any direction inconsistent with the foregoing.


At any time that the
Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to
cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant
to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all
references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement;
provided that if a Non-Lead Securitization Note is in a Securitization and the servicer(s) to be appointed under such replacement
servicing agreement would not otherwise meet the conditions to be a servicer under the Lead Securitization Servicing Agreement
that is being replaced, then a Rating Agency Confirmation shall have been obtained from each Rating Agency with respect to the
securities issued in connection with such Securitization for such Non-Lead Securitization Note; provided further, that until
a replacement servicing agreement has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be
serviced pursuant to the provisions of the Lead Securitization Servicing Agreement, as if such agreement were still in full force
and effect with respect to the Mortgage Loan, by the applicable Servicer in the Lead Securitization or by any Person appointed
by the Lead Securitization Note Holder that is a qualified servicer meeting the requirements of the Lead Securitization Servicing
Agreement. The Note Holders acknowledge that at any time that the Mortgage Loan is no longer subject to the provisions of the Lead
Securitization Servicing Agreement, the Master Servicer shall have no further obligation to make P&I Advances with respect
to the Mortgage Loan.


(b)              
The Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee or
the Special Servicer, to the extent provided in the Lead Securitization Servicing Agreement) shall make the following advances,
subject to the terms of




    	-15- 



    	 



    

 


the Lead Securitization
Servicing Agreement and this Agreement: (i) Servicing Advances on the Mortgage Loan and (ii) P&I Advances on the
Lead Securitization Note. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement
for a Servicing Advance, first from funds on deposit in the Collection Account (as defined in the Lead Securitization Servicing
Agreement) and/or the Companion Distribution Account (as defined in the Lead Securitization Servicing Agreement) for the Mortgage
Loan that (in any case) represent amounts received on or in respect of the Mortgage Loan, and then, in the case of Servicing
Advances that are Nonrecoverable Advances, if such funds on deposit in the Collection Account and/or Companion Distribution Account
are insufficient, from general collections of the Lead Securitization as provided in the Lead Securitization Servicing Agreement.
The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement for interest on a
Servicing Advance (including any Servicing Advance that is a Nonrecoverable Advance) at the Reimbursement Rate in the manner and
from the sources provided in the Lead Securitization Servicing Agreement, including from general collections of the Lead Securitization.
Notwithstanding the foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds
from general collections of the Lead Securitization as a reimbursement for a Servicing Advance that is a Nonrecoverable Advance
or any interest on a Servicing Advance (including any Servicing Advance that is a Nonrecoverable Advance) at the Reimbursement
Rate, each Non-Lead Securitization Note Holder (including any Securitization Trust into which such Non-Lead Securitization Note
is deposited) shall be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization for its
pro rata share of such Servicing Advance that is a Nonrecoverable Advance or interest thereon at the Reimbursement Rate.


In addition, any Non-Lead
Securitization Note Holder (including, but not limited to, any Securitization Trust into which such Non-Lead Securitization Note
is deposited) shall be required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse
the Lead Securitization for such Non-Lead Securitization Note Holder’s pro rata share of any fees, costs or expenses
incurred in connection with the servicing and administration of the Mortgage Loan as to which the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Depositor, as applicable, is entitled to be
reimbursed pursuant to the Lead Securitization Servicing Agreement, to the extent amounts on deposit in the related Companion Distribution
Account are insufficient for reimbursement of such amounts. Each Non-Lead Securitization Note Holder agrees to indemnify (as and
to the same extent the Lead Securitization Trust is required to indemnify each of the following parties in respect of other mortgage
loans in the Lead Securitization Trust pursuant to the terms of the Lead Securitization Servicing Agreement) each of the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor (and any director,
officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Lead
Securitization Servicing Agreement in respect of other mortgage loans) (the “Indemnified Parties”) against any
claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and
expenses incurred in connection with servicing and administration of the Mortgage Loan (or, with respect to the Operating Advisor,
incurred in connection with the provision of services for the Mortgage Loan) under the Lead Securitization Servicing Agreement
(collectively, the “Indemnified Items”) to the extent of its pro rata share of such Indemnified Items,
and to the extent amounts on deposit in the related “Companion Distribution Account” are insufficient for reimbursement
of such amounts,




    	-16- 



    	 



    

 


each Non-Lead Securitization
Note Holder shall be required to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse
each of the applicable Indemnified Parties for its pro rata share of the insufficiency; provided that a Non-Lead
Securitization Note Holder’s duty to pay, if any, Indemnified Items to the Operating Advisor shall be subject to any limitations
and conditions (including limitations and conditions with respect to the timing of such payments and the sources of funds for such
payments) as may be set forth from time to time in the related Non-Lead Securitization Servicing Agreement with respect to the
Non-Lead Operating Advisor.


Any Non-Lead Master
Servicer (or Non-Lead Trustee (if not made by such Non-Lead Master Servicer)) may be required to make P&I Advances on the respective
Non-Lead Securitization Note, from time to time, subject to the terms of the related Non-Lead Securitization Servicing Agreement,
the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable,
shall be entitled to make their own recoverability determination with respect to a P&I Advance to be made on the Lead Securitization
Note based on the information that they have on hand and in accordance with the Lead Securitization Servicing Agreement. Any Non-Lead
Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee under any Non-Lead Securitization Servicing Agreement, as applicable,
shall be entitled to make its own recoverability determination with respect to a P&I Advance to be made on the related Non-Lead
Securitization Note based on the information that they have on hand and in accordance with the related Non-Lead Securitization
Servicing Agreement. The Master Servicer or the Trustee, as applicable, and the related Non-Lead Master Servicer or related Non-Lead
Trustee, as applicable, shall each be required to notify the other of the amount of its P&I Advance within two (2) Business
Days of making such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect to the Lead
Securitization Note) or a Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee, as applicable (with respect
to a Non-Lead Securitization Note), determines that a proposed P&I Advance, if made, would be non-recoverable or an outstanding
P&I Advance is or would be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee, as applicable,
subsequently determines that a proposed Servicing Advance would be non-recoverable or an outstanding Servicing Advance is or would
be non-recoverable, then the Master Servicer or the Trustee (as provided in the Lead Securitization Servicing Agreement, in the
case of a determination of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or such Non-Lead Master
Servicer or Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the case of a determination
of non-recoverability by a Non-Lead Master Servicer, a Non-Lead Special Servicer or a Non-Lead Trustee) shall notify the Master
Servicer and the Trustee, or the related Non-Lead Master Servicer and any related Non-Lead Trustee, as the case may be, within
two (2) Business Days of making such determination. Each of the Master Servicer and the Trustee, any Non-Lead Master Servicer and
any Non-Lead Trustee, as applicable, shall only be entitled to reimbursement for a P&I Advance that becomes non-recoverable
and advance interest thereon first, from the related Companion Distribution Account from amounts allocable to the Note for
which such P&I Advance was made, and then, if such funds are insufficient, (i) in the case of the Lead Securitization
Note, from general collections of the Lead Securitization Trust, pursuant to the terms of the Lead Securitization Servicing Agreement
and (ii) in the case of a Non-Lead Securitization Note, from general collections of the related Securitization Trust, as and
to the extent provided in the related Non-Lead Securitization Servicing Agreement.




    	-17- 



    	 



    

 


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


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


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




    	-18- 



    	 



    

 


of funds for
such payments or reimbursements) as may be set forth from time to time in such Non-Lead Securitization Servicing Agreement with
respect to such Non-Lead Operating Advisor.


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


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


(d)              
Reserved.


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


(f)               
Each Lead Securitization Servicing Agreement shall also satisfy Moody’s rating methodology for eligible accounts and
permitted investments for a securitization rated “Aaa” by Moody’s. Without limiting the generality of any provision
set forth above, for purposes




    	-19- 



    	 



    

 


of the Mortgage Loan,
each Lead Securitization Servicing Agreement shall contain (a) provisions requiring the Master Servicer and the Special Servicer
to maintain, or subjecting them to possible termination for not maintaining, compliance with customary servicer rating criteria
(but the rating agencies need not be the same) and, subject to Section 2(h), (b) provisions substantially similar in
all material respects to or materially consistent with those set forth in the Approved Sample PSA with respect to (i) periodic
reporting and periodic delivery of service provider compliance documents under Regulation AB, (ii) servicing transfer events
that would result in the transfer of the Mortgage Loan to special servicing status, (iii) the authority of the Controlling
Note Holder (or the Master Servicer or Special Servicer on its behalf) to grant or agree or consent to material modifications and
waivers of and amendments to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness
in connection with the Mortgage Loan, (iv) the potential termination of the Master Servicer and Special Servicer following
a servicer termination event, (v) requirements to obtain an appraisal or appraisal update following an Appraisal Reduction
Event (or analogous term, as defined in the Lead Securitization Servicing Agreement) and periodic updates thereof, (vi) duties
of the Special Servicer in respect of foreclosure and the management of REO property, (vii) special servicing, workout and
liquidation fees (and, in any event, the percentage rates at which such compensation accrue or are determined on the applicable
amounts shall not exceed 0.25%, 1.00% and 1.00%, respectively, subject, however, to customary market minimum fees and offsets)
and (viii) indemnification of the Non-Lead Depositors, Non-Lead Master Servicers, Non-Lead Special Servicers, Non-Lead
Operating Advisors, Non-Lead Certificate Administrators and Non-Lead Trustees (and any director, officer, employee or agent
of any of the foregoing, to the extent such parties are identified as indemnified parties in the Lead Securitization Servicing
Agreement in respect of other mortgage loans) against any claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the Mortgage Loan to the same
extent that the Indemnified Parties are indemnified under the Lead Securitization Servicing Agreement against the Indemnified Items;
provided that (A) this statement shall not be construed to prohibit differences in timing, control or consultation
triggers or thresholds, terminology, allocation of ministerial duties between multiple servicers or other service providers or
certificateholder or investor voting or consent thresholds, or to prohibit or restrict additional approval, consent, consultation,
notice or rating agency confirmation requirements; and (B) if there is any conflict between this sentence and any other provision
of this Agreement, such other provision of this Agreement shall control.


(g)              
The Lead Securitization Note Holder shall cause the Lead Securitization Servicing Agreement to contain provisions requiring
the Master Servicer, or Special Servicer, as applicable, to deliver to each Non-Lead Master Servicer, each Non-Lead Special Servicer
and each Non-Lead Trustee (i) notice of any Appraisal Event promptly following the occurrence thereof and (ii) a statement
of any Appraisal Reduction Amount or Collateral Deficiency Amount (if the Lead Securitization Servicing Agreement provides for
the calculation of any Collateral Deficiency Amount) promptly following the calculation thereof.


(h)              
The Lead Securitization Note Holder agrees that it shall cause the Lead Securitization Servicing Agreement to provide as
follows (and to the extent such following




    	-20- 



    	 



    

 


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


(i)               
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;


(ii)              
if the Master Servicer determines that a proposed P&I Advance with respect to the Lead Securitization Note or Servicing
Advances with respect to the Mortgage Loan, if made, or any outstanding P&I Advance or Servicing Advances 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 within two (2) business days after such determination was made;


(iii)            
the Master Servicer shall remit all payments received with respect to each Non-Lead Securitization Note, net of the servicing
fees payable to the Master Servicer and Special Servicer with respect to such Non-Lead Securitization Note, and any other applicable
fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the applicable Non-Lead Securitization
Note Holder by the earlier of (x) the “master servicer remittance date” (or any term substantially similar thereto)
as defined in the Lead Securitization Servicing Agreement and (y) the business day following the “determination date”
(or any term substantially similar thereto) as defined in the related Non-Lead Securitization Servicing Agreement (such determination
date, the “Non-Lead Securitization Determination Date”), in each case as long as the date on which remittance is required
under this clause (iii) is at least one business day after the scheduled monthly payment date under the Loan Agreement;


(iv)             
with respect to each Non-Lead Securitization Note that is held by a Securitization, the Master Servicer agrees to deliver
or cause to be delivered or to make available to the related Non-Lead Master Servicer all loan-level reports constituting the CREFC®
Investor Reporting Package pursuant to the terms of the Lead Securitization Servicing Agreement, to the extent related to the Mortgage
Loan, the Mortgaged Property, such Non-Lead Securitization Note, the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, by the earlier of (x) the “master servicer remittance date” (or any term substantially similar thereto)
as defined in the Lead Securitization Servicing Agreement and (y) the Business Day following the applicable Non-Lead Securitization
Determination Date, in each case so long as the date on which delivery is required under this clause (iv) is at least
one business day after the scheduled monthly payment date under the Loan Agreement;


(v)               
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 Note Holders (including the respective
trustees and certificateholders) in accordance with the terms and provisions of this Agreement, the Lead Securitization Servicing
Agreement and the Servicing Standard;




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(vi)               
each Non-Lead Securitization Note Holder shall be entitled to the same indemnity as the Lead Securitization Note Holder
under the Lead Securitization Servicing Agreement with respect to the following items; each of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, and the Custodian shall be required to indemnify each
certifying person and each Non-Lead Depositor for any public Other Securitization Trust, 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 (a) its failure to deliver the items in clause (vii) below in a timely manner, (b) its failure
to perform its obligations to such Non-Lead Depositor or applicable Non-Lead Trustee under Article XI (or any article substantially
similar thereto that addresses Exchange Act reporting and Regulation AB compliance) of the Lead Securitization Servicing Agreement
by the time required after giving effect to any applicable grace period or cure period, (c) the failure of any Servicing Function
Participant or Additional Servicer retained by it to perform its obligations to such Non-Lead Depositor or Non-Lead Trustee under
Article XI (or any article substantially similar thereto that addresses Exchange Act reporting and Regulation AB compliance) of
the Lead Securitization Servicing Agreement by the time required after giving effect to any applicable grace period or cure period;
and/or (d) any deficient Exchange Act report regarding, and delivered by or on behalf of, such party;


(vii)             
each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and
the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant or Additional
Servicer, use commercially reasonable efforts to cause such party to and (ii) with respect to each other Additional Servicer and
each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to the
Mortgage Loan, cause such party to comply with the foregoing Section 2(h)(vi) by inclusion of similar provisions in the
related sub-servicing or similar agreement;


(viii)            
the Master Servicer, any primary servicer, the Special Servicer and the Lead Trustee, 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), to the parties to each Non-Lead Servicing Agreement, in a timely manner, (i) the reports, certifications, compliance
statements, accountants’ assessments and attestations, any Lead Servicing Agreement amendments, and all information (including
information regarding any replacement Servicer) 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 related Non-Lead Servicing Agreement, in the
case of clauses (i) and (ii), as the parties to each Non-Lead Securitization may reasonably require in order to comply
with their obligations under the Securities Act and the Exchange Act (including Rule 15Ga-1) and Regulation AB, and any other applicable
law. Without limiting the generality of the foregoing, the Lead Note Holder shall provide in a timely manner to each Non-Lead Depositor
and each Non-Lead Trustee a copy of the Lead Securitization Servicing Agreement in EDGAR-compatible format (but not later than
one business day following the closing date of the Lead Securitization) and each Servicer under the Lead Securitization




    	-22- 



    	 



    

 


Servicing Agreement
will be required, upon prior written request, to provide to each Non-Lead Depositor and each Non-Lead Trustee any other information
required to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K, any other disclosure
information required pursuant to Regulation AB, in each case in a timely manner for inclusion in any disclosure document (and,
with respect to the Lead Securitization Servicing Agreement and a replacement Servicer, for filing under Form 8-K), and with respect
to such Servicers, upon prior written request, market indemnification agreements, opinions and Regulation AB compliance letters
as were or are being delivered with respect to the Lead Securitization. As used in this Agreement, “Regulation AB”
means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such may be
amended from time to time, and subject to such clarification and interpretation as have been provided by the United States Securities
and Exchange Commission (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. The Master
Servicer, any primary servicer and the Special Servicer shall each be required to provide certification and indemnification to
each Certifying Person with respect to the Sarbanes-Oxley Certification (or analogous terms) as such terms are defined in the applicable
Non-Lead Securitization Servicing Agreement;


(ix)             
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 to the same extent as such party is required to cooperate with the Lead
Depositor under the Lead Securitization Servicing Agreement in connection with the reporting requirements under the Securities
Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder. All respective reasonable out-of-pocket
costs and expenses incurred by each 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 such Non-Lead Depositor
in any telephone conferences and meetings with the United States Securities and Exchange Commission (the “Commission”)
and other costs such Non-Lead Depositor must bear pursuant to 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;


(x)               
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 a Non-Lead Master Servicer or a Non-Lead Trustee in accordance with this Agreement shall be remitted by
the Master Servicer to the Non-Lead Master Servicer within one (1) Business Day of receipt and identification thereof unless such
amount would otherwise be included in the monthly remittance to the related Non-Lead Securitization Note Holder for such month;
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 late collections to each applicable Non-Lead
Master Servicer within one (1) business day of receipt of properly identified funds but, in




    	-23- 



    	 



    

 


any event, the
Master Servicer shall remit such amounts within two (2) business days of receipt of properly identified funds;


(xi)               
each Non-Lead Securitization Note Holder is an intended third-party beneficiary in respect of the rights afforded it under
the Lead Securitization Servicing Agreement;


(xii)             
each Non-Lead Master Servicer and each Non-Lead Special Servicer shall 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;


(xiii)            
if the Mortgage Loan becomes a Defaulted Loan and the Special Servicer determines to sell the Lead Securitization Note in
accordance with the Lead Securitization Servicing Agreement, it shall have the right and the obligation to sell both of the Notes
as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection with
any such sale, the Special Servicer shall provide notice to each Non-Lead Master Servicer who shall provide notice to the related
Non-Controlling Note Holder of the planned sale;


(xiv)            
the Lead Securitization Servicing Agreement shall not be amended in any manner that materially and adversely affects the
rights of any Non-Lead Securitization Note Holder without the consent of such Non-Lead Securitization Note Holder;


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


(xvi)           
“Servicer Termination Events” (or any analogous term under the Lead Securitization Servicing Agreement) include
customary market termination events with respect to failure to make advances, failure to timely remit payments to the Non-Lead
Note Holders as required hereunder or under the Lead Securitization Servicing Agreement (subject to no more than one business day
grace period), failure to timely deposit amounts into any REO Account or to remit to a Servicer for deposit into a related collection
or custodial account, failure to deliver (or cause to be delivered) materials or information required in order for each Non-Lead
Note Holder or each Non-Lead Depositor to timely comply with its obligations under the Exchange Act, the Securities Act and Form
SF-3, and for rating agency downgrades or other triggers with respect to any certificates issued in connection with a Non-Lead
Securitization, subject to customary grace periods (provided that, in the case of failures related to the securities laws,
such grace periods will not cause a Non-Lead Depositor to fail to comply with the applicable provisions of such securities laws).
Upon the occurrence of such a Servicer Termination Event with respect to the Master Servicer affecting a Non-Lead Securitization
Note Holder and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing




    	-24- 



    	 



    

 


Agreement, the
Master Servicer shall be required, upon the direction of such Non-Lead Securitization Note Holder, to appoint a subservicer with
respect to such Non-Lead Securitization Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer
affecting a Non-Lead Securitization Note Holder and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization
Servicing Agreement, the Trustee shall, upon direction of such Non-Lead Securitization Note Holder, terminate the Special Servicer
with respect to, but only with respect to, the Mortgage Loan;


(xvii)           
in connection with (A) any amendment of the Lead Securitization Servicing Agreement, a party to such Lead Securitization
Servicing Agreement is required to provide a copy of the executed amendment to each Non-Lead Depositor and one or more parties
to the related Non-Lead Securitization Servicing Agreement (which may be by e-mail), together with a copy of such amendment in
electronic format, no later than the effective date of such amendment, and (B) the termination, resignation and/or replacement
of the Master Servicer or Special Servicer under the Lead Securitization Servicing Agreement, the replacement “master servicer”
or replacement “special servicer”, as applicable, is required to provide to each Non-Lead Depositor and one or more
parties to the related Non-Lead Securitization Servicing Agreement all disclosure about itself that is required to be included
in Form 8-K no later than the date of effectiveness thereof;


(xviii)          
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
related Non-Lead Asset Representations Reviewer in connection with such Asset Review by providing such Non-Lead Asset Representations
Reviewer with any documents reasonably requested by such 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) such Non-Lead Asset Representations Reviewer has not been able to obtain such documents from the related mortgage
loan seller; and


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


(i)                
Unless Column is the Note A-1 Holder and the Note A-2 Holder, the initial holder of each Lead Securitization Note shall:


(i)                
give each other Note Holder notice of the 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;


(ii)              
on the closing date of the Lead Securitization, send a copy (in EDGAR-compatible format) of the Lead Securitization Servicing
Agreement to each other Note Holder; and




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(iii)             
give each other Note Holder written notice in a timely manner (but no later than one (1) business day prior to the applicable
filing date) of any re-filing (other than a filing made in connection with a formal amendment of the Lead Securitization Servicing
Agreement) by the Depositor of the Lead Securitization Servicing Agreement subsequent to the Securitization Date if such filing
contains revisions or changes that are material to such other Note Holder.


Section 3.               
Priority of Payments. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference
over any portion of any other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available
for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds
thereof, whether received in the form of Scheduled Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty,
letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other
than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage
Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), shall
be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis; provided
that (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent and in accordance
with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries
in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer
under the Lead Securitization Servicing Agreement shall be applied to the extent set forth in, and in accordance with the terms
of, the Mortgage Loan Documents; and (y) all amounts that are then due, payable or reimbursable to any Servicer with respect
to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement and any other additional compensation payable to it
thereunder (including without limitation, any additional trust fund expenses under the Lead Securitization Servicing Agreement
relating to the Mortgage Loan (but subject to the second paragraph of Section 5(d) hereof) reimbursable to, or payable
by, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, and Penalty Charges (to the extent provided in
the immediately following paragraph), but excluding (i) any P&I Advances (and interest thereon) on the Lead Securitization
Note, which shall be reimbursed in accordance with Section 2(b) hereof, and (ii) any Servicing Fees due to the
Master Servicer in excess of each Non-Lead Securitization Note’s pro rata share of that portion of such servicing
fees calculated at the “primary servicing fee rate” applicable to the Mortgage Loan as set forth in the Lead Securitization
Servicing Agreement, which such excess shall not be subject to the allocation provisions of this Section 3) shall be payable
in accordance with the Lead Securitization Servicing Agreement.


For clarification
purposes, “Penalty Charges” (or analogous term as defined in the Lead Securitization Servicing Agreement) paid on each
Note shall first, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary
to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement
of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, be used to
reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master
Servicer or any Non-Lead Trustee, as applicable, for any interest accrued on any P&I Advance




    	-26- 



    	 



    

 


made with respect
to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or applicable Non-Lead Securitization
Servicing Agreement, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each Note
by the amount necessary to pay additional trust fund expenses under the Lead Securitization Servicing Agreement (other than Special
Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead
Securitization Servicing Agreement) and finally, with respect to any remaining amount of Penalty Charges, to the Lead Securitization
Note to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead
Securitization Servicing Agreement.


Any proceeds received
from the sale of the primary servicing rights with respect to the Mortgage Loan shall be remitted, promptly upon receipt thereof,
to the Note Holders on a Pro Rata and Pari Passu Basis. Any proceeds received by any Note Holder from the sale of master servicing
rights with respect to its Note shall be for its own account.


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


Section 5.               
Administration of the Mortgage Loan.


(a)               
Subject to this Agreement (including but not limited to Section 5(c)) and the Lead Securitization Servicing
Agreement and subject to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf) shall have the sole and exclusive
authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including,
without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or 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 Non-Lead Securitization Note Holder shall
have any voting, consent or other rights whatsoever except as explicitly set forth herein with respect to the Lead Securitization
Note Holder’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to this
Agreement and the Lead Securitization Servicing Agreement, no Non-Lead Securitization Note Holder shall have any right to, and
each Non-Lead Securitization Note Holder hereby presently and irrevocably assigns and conveys to the Lead Securitization Note Holder
(or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) the rights,
if any, that such Note Holder has to, (i) call, or cause the Lead Securitization Note Holder to call, an Event of Default
under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including,




    	-27- 



    	 



    

 


without limitation,
filing, or causing the Lead Securitization Note Holder to file, any bankruptcy petition against the Mortgage Loan Borrower. The
Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf) shall not have
any fiduciary duty to any Non-Lead Securitization Note Holder in connection with the administration of the Mortgage Loan (but the
foregoing shall not relieve the Lead Securitization Note Holder from the obligation to make any disbursement of funds as set forth
herein or its obligation to follow the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or any liability
for failure to do so).


Each Note Holder hereby
acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead
Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Loan, to sell the Notes together as notes evidencing one
whole loan in accordance with the terms of the Lead Securitization Servicing Agreement, and shall require that all offers be submitted
to the Trustee in writing. Whether any cash offer constitutes a fair price for the Mortgage Loan shall be determined by the Special
Servicer (unless the offeror is an Interested Person, in which case the Trustee shall make such determination); provided that no
offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at
least two bona fide other offers are received from independent third parties. In determining whether any offer received
represents a fair price for the Mortgage Loan, the Trustee or the Special Servicer, as applicable, shall be supplied with and shall
rely on the most recent Appraisal or updated Appraisal conducted in accordance with the Lead Securitization Servicing Agreement
within the preceding nine (9)-month period or, in the absence of any such Appraisal, on a new Appraisal. The Trustee shall select
the appraiser conducting any such new Appraisal. In determining whether any such offer constitutes a fair price for the Mortgage
Loan, the Trustee or the Special Servicer, as applicable, shall instruct the appraiser to take into account (in addition to the
results of any Appraisal or updated Appraisal that it may have obtained pursuant to the Lead Securitization Servicing Agreement),
as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level
and physical condition of the related Mortgaged Property and the state of the local economy. The Trustee may conclusively rely
on the opinion of an Independent appraiser or other Independent expert in real estate matters with at least 5 years’ experience
in valuing or investing in loans similar to the Mortgage Loan that has been selected with reasonable care by the Trustee to determine
if such cash offer constitutes a fair price for the Mortgage Loan, and that has been retained by the Trustee at the expense of
the Holders in connection with making such determination. Notwithstanding the foregoing, the Lead Securitization Note Holder (or
the Special Servicer acting on its behalf) shall not be permitted to sell the Mortgage Loan without the written consent of each
Non-Lead Securitization Note Holder unless the Special Servicer has delivered to each Non-Lead Securitization Note Holder: (a) at
least fifteen (15) Business Days prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least ten
(10) days prior to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages) received
by the Special Servicer in connection with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date,
a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicer Mortgage File requested by such Non-Lead
Securitization Note Holder; and (d) until the sale is completed, and a reasonable period of time (but no less time than is
afforded to other offerors and the Lead Securitization Directing Certificateholder) prior to the proposed sale date, all information
and other documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer
or the Special Servicer in connection with the




    	-28- 



    	 



    

 


proposed sale. Subject
to the foregoing, each Note Holder or its Note Holder Representative shall be permitted to submit an offer at any sale of the Mortgage
Loan unless such Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


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


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


(b)              
The administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement.
The servicing of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced
Loan (or to the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case
pursuant to the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance
with the Lead Securitization Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer and the Special
Servicer to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests
of each Note Holder. The Note Holders agree to be bound by the terms of the Lead Securitization Servicing Agreement. All rights
and obligations of the Lead Securitization Note Holder described hereunder may be exercised by the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee on behalf of the Lead Securitization Note Holder to the extent set forth
in the Lead Securitization Servicing




    	-29- 



    	 



    

 


Agreement. The Lead
Securitization Servicing Agreement shall not be amended in any manner that may adversely affect any Non-Lead Securitization Note
Holder in its capacity as a Non-Lead Securitization Note Holder without such Non-Lead Securitization Note Holder’s prior
written consent. Each Non-Lead Securitization Note Holder (unless it is, or is an Affiliate of, the Mortgage Loan Borrower) shall
be a third-party beneficiary to the Lead Securitization Servicing Agreement with respect to its rights as specifically provided
for therein.


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




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alternative actions
recommended by a Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative).


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


(d)              
If any Note is included as an asset of a REMIC, then, any provision of this Agreement to the contrary notwithstanding: (i) the
Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired
by or on behalf of the Note Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure
of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of
the pro rata share of each Note Holder therein shall at all times qualify as “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code and (iii) no Servicer may modify, waive or amend any provision of the Mortgage
Loan, consent to or withhold consent from any action of the Mortgage Loan Borrower, or exercise or refrain from exercising any
powers or rights which the Note Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant
modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States
Department of the Treasury, more than three (3) months after the startup day of the REMIC which includes the Notes (or any portion
thereof). Each Note Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC related
provisions in the Lead Securitization Servicing Agreement relating to the administration of the Mortgage Loan. All costs and expenses
of compliance with this Section 5(d), to the extent that such costs and expenses relate to administration of a REMIC or
to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of
any REMIC tax or expense, shall be borne by each Note Holder solely with respect to the REMIC trust that includes its own Note.
Without limiting the generality of the foregoing, one Note Holder (the “Uninvolved Note Holder”) shall not be
required to reimburse any other Note Holder or any other Person for payment of the following items related to any REMIC that does
not or did not include the Uninvolved Note Holder’s Note (i) any taxes imposed on any such REMIC, (ii) any costs
or expenses relating to the administration of any such REMIC or to any determination respecting the amount, payment or avoidance
of any tax under any such REMIC or (iii) any advances for any of the foregoing or any interest thereon or for deficits in
other items of disbursement or income resulting from the use of funds for payment of any such taxes, costs or expenses or advances,
nor shall any disbursement or payment otherwise distributable to the Uninvolved Note Holder be reduced to offset or make-up any
such payment or deficit.


Section 6.               
Rights of the Controlling Note Holder and Non-Controlling Note Holders.


(a)               
The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the




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


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


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


For so long as the
Controlling Note is included in the Lead Securitization, the Lead Securitization Directing Certificateholder (or any other party
designated under the Lead




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Securitization Servicing
Agreement to exercise the rights of the Controlling Note Holder hereunder) shall be the Controlling Note Holder Representative.


(b)              
The Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Controlling Note hereunder
and the rights and powers granted to the Lead Securitization Controlling Class Representative with respect to the Mortgage Loan
(assuming that no “Control termination Event” or “Consultation Termination Event”, as the case may be,
or similar event under, and as defined in, the Lead Securitization Servicing Agreement has occurred and is continuing). In addition,
the Controlling Note Holder shall be entitled to advise (1) the Special Servicer with respect to all matters related to the
Mortgage Loan if it is a Specially Serviced Mortgage Loan and (2) the Special Servicer with respect to all matters for which
the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and, except as set forth below (i) the
Master Servicer shall not be permitted to implement any Major Decision unless it has obtained the prior written consent of the
Special Servicer and (ii) the Special Servicer shall not be permitted to consent to the Master Servicer’s implementing
any Major Decision nor will the Special Servicer itself be permitted to implement any Major Decision as to which the Controlling
Note Holder has objected in writing within ten (10) Business Days (or thirty (30) days with respect to an Acceptable Insurance
Default) after receipt of the written recommendation and analysis and such additional information requested by the Controlling
Note Holder as may be necessary in the reasonable judgment of the Controlling Note Holder in order to make a judgment with respect
to such Major Decision. The Controlling Note Holder may also direct the Special Servicer to take, or to refrain from taking, such
other actions with respect to the Mortgage Loan as the Controlling Note Holder may deem advisable.


If the Controlling
Note Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision within ten (10)
Business Days (or thirty (30) days with respect to an Acceptable Insurance Default) after delivery to the Controlling Note Holder
by the applicable Servicer of written notice of a proposed Major Decision (which notice shall contain a legend, in conspicuous
boldface type, substantially similar to the following: “THIS IS A REQUEST FOR ACTION APPROVAL. IF THE CONTROLLING NOTE
HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED ACTION WITHIN TEN (10) BUSINESS DAYS, SUCH ACTION MAY BE DEEMED APPROVED”)
together with any information requested by the Controlling Note Holder as may be necessary in the reasonable judgment of the Controlling
Note Holder in order to make a judgment, then upon the expiration of such ten (10) Business Day period (or thirty (30) days with
respect to an Acceptable Insurance Default), such Major Decision shall be deemed to have been approved by the Controlling Note
Holder.


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




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


The Controlling Note
Holder shall have no liability to the other Note Holders or any other party for any action taken, or for refraining from the taking
of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Lead Securitization
Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance,
bad faith or gross negligence. The Note Holders agree that the Controlling Note Holder may take or refrain from taking actions,
or give or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holder, and that the Controlling
Note Holder may have special relationships and interests that conflict with the interests of another Note Holder and, absent willful
misconduct, bad faith or gross negligence on the part of the Controlling Note Holder, agree to take no action against the Controlling
Note Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or interests,
and that the Controlling Note Holder shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith
or engaged in willful misconduct or to have recklessly disregarded any exercise of its rights by reason of its having acted or
refrained from acting, or having given any consent or having failed to give any consent, solely in the interest of any Note Holder.


Section 7.               
Appointment of Special Servicer. The Controlling Note Holder (or its Controlling Note Holder Representative) shall
have the right (subject to the terms, conditions and limitations in the Lead Securitization Servicing Agreement) at any time and
from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint
a replacement Special Servicer in lieu thereof. Any designation by the Controlling Note Holder (or its Controlling Note Holder
Representative) of a Person to serve as Special Servicer shall be made by delivering to each other Note Holder, the Master Servicer,
the Special Servicer and each other party to the Lead Securitization Servicing Agreement a written notice stating such designation
and satisfying the other conditions to such replacement as set forth in the Lead Securitization Servicing Agreement (including,
without limitation, a Rating Agency Communication or a Rating Agency Confirmation, but only if required by the terms of the Lead
Securitization Servicing Agreement), if any, and delivering to each Non-Controlling Note Holder a Rating Agency Confirmation with
respect to any rated securities issued and outstanding under the related Securitization, if applicable. The Controlling Note Holder
shall be solely responsible for any expenses incurred in connection with any such replacement without cause. The Controlling Note
Holder shall notify the other parties hereto of its termination of the then currently serving Special Servicer and its appointment
of a replacement Special Servicer in accordance with this Section 7. If the Controlling Note Holder has not appointed
a Special Servicer with respect to the Mortgage Loan as of the consummation of the securitization under the Lead Securitization
Servicing Agreement, then the initial Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as
the initial Special Servicer but this shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder
Representative) to designate a replacement Special Servicer for the Mortgage Loan as aforesaid. If a Servicer Termination Event
on the part of the Special Servicer has occurred that affects any Non-Controlling Note Holder,




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such Non-Controlling
Note Holder shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization
Trust, the Controlling Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement solely
with respect to the Mortgage Loan pursuant to and in accordance with the terms of the Lead Securitization Servicing Agreement.
Each Note Holder acknowledges and agrees that any successor special servicer appointed to replace the Special Servicer with respect
to the Mortgage Loan that was terminated for cause at a Non-Controlling Note Holder’s direction cannot at any time be the
person (or an Affiliate thereof) that was so terminated without the prior written consent of such Non-Controlling Note Holder.
Each Non-Controlling Note Holder that directs the Trustee to terminate the Special Servicer shall be solely responsible for reimbursing
the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable
time by the terminated special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from
amounts on deposit in the Lead Securitization’s “collection account” (or equivalent account).


Section 8.               
Payment Procedure.


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


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




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


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


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


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


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




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


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


Section 12.           
No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken
pursuant hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association,
joint venture or other entity. The Lead Securitization Note Holder shall have no obligation whatsoever to offer to any Non-Lead
Securitization Note Holder the opportunity to purchase a participation interest in




    	-37- 



    	 



    

 


any future loans originated
by the Lead Securitization Note Holder or its Affiliates and if the Lead Securitization Note Holder chooses to offer to any Non-Lead
Securitization Note Holder the opportunity to purchase a participation interest in any future mortgage loans originated by the
Lead Securitization Note Holder or its Affiliates, such offer shall be at such purchase price and interest rate as the Lead Securitization
Note Holder chooses, in its sole and absolute discretion. No Non-Lead Securitization Note Holder shall have any obligation whatsoever
to purchase from the Lead Securitization Note Holder a participation interest in any future loans originated by the Lead Securitization
Note Holder or its Affiliates.


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


Section 14.           
Sale of the Notes.


(a)               
Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or
otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”)
except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after any such Transfer, any
non-transferring Note Holders shall be provided with (x) a representation from each transferee or the transferring Note Holder
certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately
following sentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii)
of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 15
(unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to
comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that
is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if
any such non-transferring Note Holder’s Note is held in a Securitization Trust, as and to the extent required by the applicable
Securitization Servicing Agreement, deliver a Rating Agency Communication (if a Rating Agency Confirmation is not required thereunder)
to, or obtain a Rating Agency Confirmation from, each of the applicable engaged Rating Agencies for such Securitization Trust.
Notwithstanding the foregoing, without each non-transferring Note Holder’s prior consent (which will not be unreasonably
withheld), and, if any non-transferring Note Holder’s Note is held in a Securitization Trust, without a Rating Agency Confirmation
from or Rating Agency Communication to, as applicable, each engaged Rating Agency for such Securitization Trust, no Note Holder
shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage
Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.
The transferring Note Holder agrees that it shall pay the expenses of any non-




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transferring Note
Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling
Note Holder Representative) and all expenses relating to any Rating Agency Confirmation or Rating Agency Communication in connection
with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent
of any other Note Holder or of any other Person or having to provide any Rating Agency Confirmation or Rating Agency Communication,
to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a)
shall apply in the case of (1) a sale of the Lead Securitization Note together with all of the Non-Lead Securitization Notes,
in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special
Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the
Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership,
100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies
or limited partnerships, by the Lead Securitization Trust.


For the purposes of
this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for
a Rating Agency Confirmation, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition
that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such
waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed
a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder
and the condition for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless
of any previous waiver, declination or refusal to review or otherwise engage in such prior request.


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


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




    	-39- 



    	 



    

 


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


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




    	-40- 



    	 



    

 


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


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


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


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


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


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


In connection with
any Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment
and assumption agreement (unless the transferee is a Securitization Trust and the related pooling and servicing agreement
requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the obligations of the applicable
Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including
the applicable restriction on Transfers set forth in Section 14, from and after the date of such assignment. No transfer
of a Note may be made unless it is registered on the Note Register, and the Agent shall not recognize any attempted or purported
transfer of any Note in violation of the provisions of Section 14 and this Section 15. Any such purported
transfer shall be absolutely null and void and shall vest no rights in the purported transferee. Each Note Holder desiring to effect
such transfer




    	-41- 



    	 



    

 


shall, and does hereby
agree to, indemnify the Agent and each other Note Holder against any liability that may result if the transfer is not made in accordance
with the provisions of this Agreement.


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


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


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


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


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


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


Section 18.           
Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed
by each Note Holder. Additionally, for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend
or modify




    	-42- 



    	 



    

 


this Agreement without
first obtaining a Rating Agency Confirmation from each Rating Agency then rating any securities of any Securitization; provided
that no such Rating Agency Confirmation shall be required in connection with a modification (i) to cure any ambiguity, to
correct or supplement any provisions herein that may be defective or inconsistent with any other provisions herein or with the
Lead Securitization Servicing Agreement, or (ii) with respect to matters or questions arising under this Agreement, to make
provisions of this Agreement consistent with other provisions of this Agreement (including, without limitation, in connection with
the creation of New Notes pursuant to Section 33).


Section 19.           
Statement of Intent. The Agent and each Noteholder intend that the Notes be classified and maintained as a grantor
trust under subpart E, part I of subchapter J of chapter 1 of the Code that is a fixed investment trust within the meaning of Treasury
Regulation §301.7701-4(c), and the parties will not take any action inconsistent with such classification. It is neither the
purpose nor the intent of this Agreement to create a partnership, joint venture, “taxable mortgage pool” or association
taxable as a corporation among the parties.


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


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


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


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


Section 24.           
Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the
subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.




    	-43- 



    	 



    

 


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


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


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




    	-44- 



    	 



    

 


Holder shall satisfy
the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal Revenue Service Form W-8ECI,
Form W-8IMY (with appropriate attachments), Form W-8BEN or Form W-8BEN-E, or successor forms, as may be required from time to time,
duly executed by such Note Holder, as evidence of such Note Holder’s exemption from the withholding of United States tax
with respect thereto. The Lead Securitization Note Holder shall not be obligated to make any payment hereunder with respect to
any Non-Lead Securitization Note or otherwise until the holder of such Note shall have furnished to the Lead Securitization Note
Holder requested forms, certificates, statements or documents.


Section 26.           
Custody of Mortgage Loan Documents. Prior to the First Securitization, the originals of all of the Mortgage Loan
Documents (other than the Notes) will be held by the Initial Agent on behalf of the registered holders of the Notes. On and after
the Note A-1 Securitization Date, the originals of all of the Mortgage Loan Documents (other than the Notes) shall be
transferred to and held in the name of the trustee (and held by a duly appointed custodian therefor) under the Note A-1
PSA, on behalf of the registered holders of the Notes.


Section 27.           
Cooperation in Securitization.


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




    	-45- 



    	 



    

 


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


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


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


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


Section 30.           
Certain Matters Affecting the Agent.


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


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


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


(d)              
The Agent or any of its directors, officers, employees, Affiliates, agents or “control” persons within the meaning
of the Act, shall not be personally liable for any action taken,




    	-46- 



    	 



    

 


suffered or omitted
by it in good faith and reasonably believed by the Agent to be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;


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


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


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


Section 31.           
Reserved.Section 32.Resignation or Termination of Agent. The Agent may resign at any time on ten (10) days’
prior notice, so long as a successor Agent, reasonably satisfactory to the Note Holders (it being agreed that a Servicer, the Trustee
or a Certificate Administrator in a Securitization is satisfactory to the Note Holders), has agreed to be bound by this Agreement
and perform the duties of the Agent hereunder. Column, as Initial Agent, may transfer its rights and obligations to a Servicer,
the Trustee or the Certificate Administrator, as successor Agent, at any time without the consent of any Note Holder. Notwithstanding
the foregoing, Note Holders hereby agree that, simultaneously with the closing of the Lead Securitization, the Master Servicer
shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of Column without any
further notice or other action. The termination or resignation of such Master Servicer, as Master Servicer under the Lead Securitization
Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer as Agent under this Agreement, and any
successor master servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place
thereof without any further notice or other action.


Section 33.           
Resizing. Notwithstanding any other provision of this Agreement, for so long as Column or an affiliate thereof (each,
an “Original Entity”) is the owner of any Non-Lead Securitization Note (each, an “Owned Note”),
such Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower
to execute amended and restated notes or additional notes (in each case, as applicable, “New Notes”) reallocating
the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes
in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the
aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of
such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes
prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis and such reallocated or component
notes shall be automatically subject to the terms of this Agreement and (iv) the Original Entity holding the New Notes shall
notify the Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee
in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Original
Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability
of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for




    	-47- 



    	 



    

 


modifications pursuant
to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the
consent of its holder and the consent of the holder of each other Note. In connection with the foregoing (provided the conditions
set forth in clauses (i) through (iv) above are satisfied, as certified by the Original Entity, on which certification
the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan
Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such
reallocation of principal and that each New Note shall be a “Note” hereunder and for the purpose of adding and modifying
any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling
Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note
Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the
Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling
Note hereunder.


[SIGNATURE PAGE FOLLOWS]


 




    	-48- 



    	 



    

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


 


 


	 	COLUMN FINANCIAL, INC., as Initial 
	 	Agent, Initial Note A-1 Holder
	 	 	 	 
	 	By:	/s/ David Tlusty
	 	 	Name:	David Tlusty
	 	 	Title:	Authorized Signatury
	 	 	 	 
	 	 	 	 
	 	COLUMN FINANCIAL, INC., as Initial Note 
	 	A-2 Holder
	 	 	 	 
	 	By:	/s/ David Tlusty
	 	 	Name:	David Tlusty
	 	 	Title:	Authorized Signatury
	 	 	 	 
	 	 	 	 	 


 


 


 




    	(CO-LENDER AGREEMENT: KPMG PLAZA AT HALL ARTS)



    	 



    

EXHIBIT A


MORTGAGE LOAN SCHEDULE


Description of Mortgage Loan


	Mortgage Loan Borrower:	Masaveu Ross Avenue, LLC
	Date of Mortgage Loan: 	December 23, 2019
	Date of Promissory Notes: 	
        Note A-1

        Note A-2
	
        March 4, 2020

        March 4, 2020

	Original Principal Amount of Mortgage Loan:	$111,700,000
	Principal Amount of Mortgage Loan as of the date hereof:	$111,700,000
	Original Note A-1 Principal Balance:	$68,000,000
	Original Note A-2 Principal Balance:	$43,700,000
	Maturity Date:	January 6, 2030


 


 




    	A-1



    	 



    

EXHIBIT B


Initial Note A-1 and Initial Note A-2 Holder:


Column Financial, Inc.

One Madison Avenue

New York, New York 10010

Office of General Counsel

Attention: Dante LaRocca

E-Mail: dante.larocca@credit-suisse.com


with a copy to:


Column Financial, Inc.

One Madison Avenue

New York, New York 10010

Attention: David Tlusty

E-Mail: david.tlusty@credit-suisse.com


 


Following Securitization of Note
A-1 or Note A-2, as applicable, the applicable notice addresses set forth in the related Securitization Servicing Agreement.


 




    	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.	AREA Property Partners



		6.	Artemis Real Estate Partners



		7.	BlackRock, Inc.



		8.	Capital Trust, Inc.



		9.	Clarion Partners



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



		11.	CreXus Investment Corporation/Annaly Capital Management



		12.	DLJ Real Estate Capital Partners



		13.	Dune Real Estate Partners



		14.	Eightfold Real Estate Capital, L.P.



		15.	Five Mile Capital Partners



		16.	Fortress Investment Group, LLC



		17.	Garrison Investment Group



		18.	Goldman, Sachs & Co.



		19.	H/2 Capital Partners LLC



		20.	Hudson Advisors



		21.	Investcorp International



		22.	iStar Financial Inc.



		23.	J.P. Morgan Investment Management Inc.



		24.	JER Partners



		25.	Lend-Lease Real Estate Investments



		26.	Libermax Capital LLC



		27.	LoanCore Capital



		28.	Lone Star Funds



		29.	Lowe Enterprises



		30.	Normandy Real Estate Partners



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



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



		33.	Praedium Group



		34.	Raith Capital Partners, LLC



		35.	Rialto Capital Management, LLC



		36.	Rialto Capital Advisors LLC



		37.	Rimrock Capital Management LLC



		38.	Rockpoint Group



		39.	Rockwood



		40.	RREEF Funds



		41.	Square Mile Capital Management



		42.	Starwood Capital Group/Starwood Financial Trust





    	C-1



    	 



    

 


		43.	The Blackstone Group



		44.	The Carlyle Group



		45.	Torchlight Investors



		46.	Walton Street Capital, L.L.C.



		47.	Westbrook Partners



		48.	WestRiver Capital



		49.	Wheelock Street Capital



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



 




 



    	C-2