Exhibit 4.9


EXECUTION VERSION


CO-LENDER AGREEMENT






Dated as of December 3, 2019





by and among






JPMORGAN CHASE BANK, NATIONAL ASSOCIATION


SOCIETE GENERALE FINANCIAL CORPORATION


and


WELLS FARGO BANK, NATIONAL ASSOCIATION


Kings Plaza


 




     


    


    

 


TABLE OF CONTENTS


Page




	Section 1   	Definitions	2
	Section 2   	Servicing of the Mortgage Loan	17
	Section 3   	Priority of Payments	27
	Section 4   	Workout	28
	Section 5  	Administration of the Mortgage Loan	29
	Section 6   	Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative	32
	Section 7   	Appointment of Special Servicer	36
	Section 11   	Representations of the Note Holders	40
	Section 12   	No Creation of a Partnership or Exclusive Purchase Right	40
	Section 13   	Other Business Activities of the Note Holders	40
	Section 14   	Sale of the Notes	41
	Section 15   	Registration of the Notes and Each Note Holder	43
	Section 16   	Governing Law; Waiver of Jury Trial	44
	Section 17   	Submission To Jurisdiction; Waivers	44
	Section 18   	Modifications	45
	Section 19   	Successors and Assigns; Third Party Beneficiaries	45
	Section 30   	Termination and Resignation of Agent	49
	Section 31  	Resizing	50




     


    


    

THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of December 3, 2019, by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM”
and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-1, Note A-1-2, Note A-1-3
and Note A-1-4, the “Initial Note 1 Holder”, and in its capacity as the initial agent, the “Initial
Agent”); SOCIETE GENERALE FINANCIAL CORPORATION (“SGFC” and together with its successors and assigns
in interest, in its capacity as initial owner of Note A-2-1, Note A-2-2, Note A-2-3 and Note A-2-4, the “Initial Note
2 Holder”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB” and together with its successors and
assigns in interest, in its capacity as initial owner of Note A-3-1, Note A-3-2, Note A-3-3 and Note A-3-4, the “Initial
Note 3 Holder” and, together with the Initial Note 1 Holder and the Initial Note 2 Holder, the “Initial Note
Holders”).


W I T N E S S E T H:


WHEREAS, pursuant
to the Mortgage Loan Agreement (as defined herein), the Initial Note Holders originated a certain loan (the “Mortgage
Loan”) described on Exhibit A hereto (the “Mortgage Loan Schedule”) to Brooklyn Kings Plaza LLC and
Kings Plaza Ground Lease LLC (collectively the “Mortgage Loan Borrower”), which was evidenced by, among other
things, twelve Notes (as further described below) in the aggregate original principal amount of $487,000,000 made by the Mortgage
Loan Borrower in favor of the Initial Note Holders, and secured by a first mortgage (as amended, modified or supplemented, the
“Mortgage”) on certain real property located as described in the Mortgage Loan Agreement and certain other property
described in the Mortgage Loan Agreement (collectively, the “Mortgaged Property”);


WHEREAS, the Mortgage
Loan is evidenced by the following promissory notes (as amended, modified or supplemented, including any New Notes, the “Notes”),
the designations and original principal amounts set forth below, each dated as of December 3, 2019 and made by the Mortgage Loan
Borrower in favor of the applicable Initial Note Holder as set forth in the table:


 


	Note	Initial Note Holder	Original Principal Balance
	Note A-1-1	JPMCB	$70,000,000.00
	Note A-1-2	JPMCB	$50,000,000.00
	Note A-1-3	JPMCB	$30,000,000.00
	Note A-1-4	JPMCB	$21,108,108.10
	Note A-2-1	SGFC	$60,000,000.00
	Note A-2-2	SGFC	$50,000,000.00
	Note A-2-3	SGFC	$35,000,000.00
	Note A-2-4	SGFC	$12,945,945.95
	Note A-3-1	WFB	$50,000,000.00
	Note A-3-2	WFB	$50,000,000.00
	Note A-3-3	WFB	$32,945,945.95
	Note A-3-4	WFB	$25,000,000.00




     


    


    

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.


“Accelerated
Mezzanine Lender” shall mean a mezzanine lender under a mezzanine loan that has been accelerated or as to which foreclosure
or enforcement proceedings have been commenced against the equity collateral pledged to secure such mezzanine loan.


“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 initially shall be the office of the Initial Note 1 Holder listed on
Exhibit B hereto and after the Securitization Date, shall be the offices of the Master Servicer. The Agent Office is the address
to which notices to and correspondence with the Agent should be directed. The Agent may change the address of its designated office
by notice to the Note Holders.


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


“Appraisal”
shall mean an appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged
Property is located, as appropriate; provided that each appraiser will be required to represent in such appraisal or in
a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice”
as adopted by the Appraisal Standards Board of the Appraisal Foundation and has certified that such appraiser had no interest,
direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and its compensation
is not affected by the approval or disapproval of the Mortgage Loan.


“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




    2 


    


    

“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.


“Borrower
Affiliate” shall mean, with respect to a Mortgage Loan Borrower, a mortgagor, a manager of a Mortgaged Property or an
Accelerated Mezzanine Loan Lender, (a) any other Person controlling or controlled by or under common control with such borrower,
Mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly,
25%) or more of the beneficial interests in such borrower, Mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable.
For purposes of this definition, “control” when used with respect to any specified Person means the power to direct
the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract
or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


“Business
Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in North Carolina, California,
Minnesota, New York, Kansas, Pennsylvania or any of the jurisdictions in which the respective primary servicing offices of either
the Master Servicer or the Special Servicer or the Corporate Trust Offices of either the Certificate Administrator or the Trustee
are located, or the New York Stock Exchange or the Federal Reserve System of the United States of America, are authorized or obligated
by law or executive order to remain closed.


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


“Certificates”
shall mean any securities issued in connection with the Lead Securitization or a Non-Lead Securitization.


“Certifying
Person” shall mean each Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that
includes a Serviced Companion Loan in connection with the filing of a Form 10-K.


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


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


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




    3 


    


    

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


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


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


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


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


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


“Controlling
Note Holder” shall mean the Note A-1-1 Holder; provided that at any time Note A-1-1 is included in the Lead Securitization,
the rights of the “Controlling Note Holder” herein may be exercised by the holders of the majority of the class of
securities issued in the Lead Securitization designated as the “controlling class” or such other class(es) otherwise
assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided
in the Lead Securitization Servicing Agreement; provided, further, that if at any time 50% or more of the Note A-1-1 Note
(or class of securities issued in the Lead Securitization designated as the “controlling class” or such other class(es)
otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”) is held by a Borrower Affiliate,
the Note A-1-1 Note (or the class of securities issued in the Lead Securitization designated as the “controlling class”
or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”) shall
not be entitled to exercise any rights of the Controlling Note Holder under this Agreement or the Lead Securitization Servicing
Agreement, as and to the extent provided in the Lead Securitization Servicing Agreement.


“Defaulted
Loan” shall mean “Specially Serviced Mortgage Loan” as defined in the Lead Securitization Servicing Agreement.


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


“Directing
Holder” shall mean the “Directing Certificateholder” or equivalent Person 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.


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




    4 


    


    

“Indemnified
Party” shall have the meaning assigned to such term in Section 2(d).


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


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


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


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


“Initial
Note 3 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


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


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


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


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


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




    5 


    


    

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


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


“Lead Securitization”
shall mean (a) during the period from and after the Securitization of any Non-Lead Securitization Note and prior to the Securitization
of Note A-1-1, the Securitization of the first Note or portion thereof, and (b) on and after the Securitization of Note A-1-1,
the Securitization of Note A-1-1.


“Lead Securitization
Note” shall mean (a) during the period from and after the Securitization Date and prior to the Securitization of
Note A-1-1, the first Note or portion thereof contributed to a Securitization, and (b) on and after the Securitization
of Note A-1-1, Note A-1-1.


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


“Lead Securitization
Servicing Agreement” shall mean (i) the pooling and servicing agreement entered in connection with the Lead Securitization
and (ii) on and after the date on which 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 Section 2(a).


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


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


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


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


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


(iii)           
following a default or an event of default with respect to the Mortgage Loan, any exercise of remedies, including the acceleration
of the




    6 


    


    

Mortgage Loan or initiation of any
proceedings, judicial or otherwise, under the related Mortgage Loan Documents;


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


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


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


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


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


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


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


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


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


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




    7 


    


    

(xiv)           
any determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer under the circumstances described
in paragraph (c) of the definition of “Specially Serviced Loan” (as defined in the Lead Securitization Servicing Agreement);
or


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


“Master Servicer”
shall mean the master servicer appointed under the Lead Securitization Servicing Agreement to service the Mortgage Loan.


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


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


“Morningstar”
shall mean Morningstar Credit Ratings, LLC, 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 3, 2019, among the Initial Note Holders, as Lender,
and Brooklyn Kings Plaza LLC and Kings Plaza Ground Lease LLC, collectively as 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 Documents” shall mean, with respect to the Mortgage Loan, the Mortgage Loan Agreement, the Mortgage, the Notes and
all other documents now or hereafter evidencing and securing the Mortgage Loan.


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


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


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


“Nonrecoverable
Advance” shall mean, (i) with respect to any Servicing Advances made by the Servicer or the Trustee under the Lead Securitization
Servicing




    8 


    


    

Agreement, “Nonrecoverable Advance”
as defined in the Lead Securitization Servicing Agreement, and (ii) with respect to any P&I Advance made by a party to a Non-Lead
Securitization Servicing Agreement, “Nonrecoverable Advance” or any analogous term as defined in such Non-Lead Securitization
Servicing Agreement.


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


“Non-Controlling
Note” means any Note other than Note A-1-1.


“Non-Controlling
Note Holder” shall mean each Note Holder other than the Note A-1 Holder; provided that with respect to each Non-Controlling
Note, at any time such Non-Controlling Note is included in a Securitization, references to the “Non-Controlling Note Holder”
herein shall mean the related Non-Controlling Note Holder Representative or any other party assigned the rights to exercise the
rights of the “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Non-Lead 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; provided that with respect to each Non-Controlling Note, if at any time 50% or more of
such Note is held by (or the majority “controlling class” holder or other party assigned the rights to exercise the
rights of such “Non-Controlling Note Holder” (as described above) is) the Mortgage Loan Borrower or an Affiliate of
the Mortgage Loan Borrower, such Note (and the majority “controlling class” holder or other party assigned the rights
to exercise the rights of such “Non-Controlling Note Holder” as described above) shall not be entitled to exercise
any rights of such Non-Controlling Note Holder, and there shall be deemed to be no Non-Controlling Note Holder hereunder with respect
to such Non-Controlling Note. 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 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 party to the related Securitization Servicing Agreement) and, (x) to the extent that any related Securitization Servicing
Agreement assigns such rights to more than one such party as the representative of the “controlling class” holder(s)
or (y) to the extent a Non-Controlling Note is split into two or more New Notes pursuant to Section 31, for purposes of
this Agreement, such Securitization Servicing Agreement shall designate one party to deal with the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) as the representative of the related “controlling class”
holder(s) in exercising its rights as a “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing
Agreement, and such party shall provide written notice of such designation to the Lead Securitization Note Holder (and the Master
Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such designation and notice, the Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the
last party as to which it has received written notice as having been designated as the applicable Non-Controlling Note Holder,
as the applicable Non-Controlling Note Holder under this Agreement.




    9 


    


    

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


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


“Non-Lead
Asset Representations Reviewer” shall mean the “asset representations reviewer” under any Non-Lead Securitization
Servicing Agreement.


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


“Non-Lead
Operating Advisor” shall mean the “operating advisor” under a Non-Lead Servicing Agreement.


“Non-Lead
Securitization” shall mean any Securitization of a Note in a Securitization Trust other than the Lead Securitization.


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


“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 the servicing agreement for any Non-Lead Securitization.


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


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




    10 


    


    

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


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


“Note(s)”
shall have the meaning assigned to such term in the recitals.


“Note Holder”
shall mean with regards to any Note, the Initial Note Holder or any subsequent holder of such Note, as applicable.


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


“Note Principal
Balance” shall mean, with respect to each Note, at any time of determination, the Principal Balance for such Note, as
set forth on the Mortgage Loan Schedule, less any payments of principal thereon (or any New Notes issued in substitution thereof)
received by the related Note Holder (or any holders of New Notes in substitution thereof) or reductions in such amount pursuant
to Section 3 or 4, as applicable.


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


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


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


“Permitted
Fund Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached
hereto 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 total assets of at least $3,000,000,000 and committed capital of at least $1,500,000,000
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 the allocation of any particular payment, collection, cost, expense, liability or other
amount among the Notes or the 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 Pro Rata Share of such particular payment, collection, cost, expense, liability or other amount.




    11 


    


    

“Pro Rata
Share” shall mean a fraction, expressed as a percentage, the numerator of which is the Note Principal Balance of the
applicable Note and the denominator of which is the sum of the Note Principal Balance of all of the Notes.


“Qualified
Institutional Lender” shall mean each of the Initial Note Holders (together with any affiliated transferee in connection
with a transfer to a Securitization or for internal bookkeeping or other corporate purposes) and any other U.S. Person that is:


(a)               
an entity Controlled (as defined below) 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 CLO comprised of,
or other securitization vehicle involving, assets deposited or transferred by a Note Holder and/or one or more Affiliates (whether
with assets from others or not), provided that the securities issued in connection with such CLO or other securitization
vehicle are rated initially 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 the Lead Securitization, or


(c)               
one or more of the following:


(i)           
a real estate investment bank, 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
(“CLO”) secured by, or (c) a financing through an “owner trust” of, a Note or any interest
therein (any of the foregoing, a “Securitization Vehicle”), provided that (1) one or more classes
of securities issued by such Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies
that assigned a rating to one or more classes of securities issued in connection with a Securitization (it being understood that
with respect to any Rating Agency that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating
Agency Confirmation will not be required in connection with a transfer of such Note or any interest therein to such Securitization
Vehicle); (2) the special servicer of such Securitization Vehicle has a Required Special Servicer Rating or is otherwise acceptable
to the Rating Agencies rating each Securitization (such entity, an “Approved Servicer”) and such Approved Servicer
is required to service and administer such Note or any interest therein in accordance with servicing arrangements for the assets
held by




    12 


    


    

the Securitization Vehicle which
require that such Approved Servicer act in accordance with a servicing standard notwithstanding any contrary direction or instruction
from any other Person; or (3) in the case of a Securitization Vehicle that is a CLO, the CLO Asset Manager and, if applicable,
each Intervening Trust Vehicle that is not administered and managed by a CLO Asset Manager which is a Qualified Institutional Lender,
are each a Qualified Institutional Lender under clauses (i), (ii), (iv) or (v) of this definition, or


(iv)           
an investment fund, limited liability company, limited partnership or general partnership having capital and/or capital
commitments of at least $1,500,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified Institutional
Lender under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities referred to in
clause (i) or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager
responsible for the day-to-day management and operation of such investment vehicle and provided that at least 50% of the
equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified
Institutional Lenders, 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), (iii), (iv)(B) or (v) of this definition, (x) such entity has at least $1,500,000,000 in capital/statutory
surplus or shareholders’ equity (except with respect to a pension advisory firm, asset manager or similar fiduciary) and
at least $3,000,000,000 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) above or approved by the Rating Agencies hereunder
as a Qualified Institutional Lender for purposes of this Agreement, or as to which the Rating Agencies have stated they would not
review such entity in connection with the subject transfer.


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


“Rating Agencies”
shall mean DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P and their respective successors in interest or, if any of
such entities shall for any reason no




    13 


    


    

longer perform the functions of a securities
rating agency, any other nationally recognized statistical rating agency reasonably designated by any Note Holder to rate the securities
issued in connection with the Securitization of the related Note; provided, however, that, at any time during which
any Note is an asset of a Securitization, “Rating Agencies” or “Rating Agency” shall mean
only those rating agencies that are engaged from time to time to rate the securities issued in connection with the Securitization(s)
of such Notes.


“Rating Agency
Confirmation” shall mean each of the applicable Rating Agencies shall have confirmed in writing 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 Certificates then outstanding. In the event that
no Certificates are outstanding, any action that would otherwise require a Rating Agency Confirmation shall require the consent
of the holder of Note A-1-1, which consent shall not be unreasonably withheld, conditioned or delayed.


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


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


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


“Reimbursement
Rate” shall mean the rate per annum applicable to the accrual of interest on Servicing Advances and P&I Advances,
which rate per annum shall equal The “Prime Rate” as published in the “Money Rates” section of the New
York City edition of the Wall Street Journal (or, if such section or publication is no longer available, such other comparable
publication as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time,
or, if the “Prime Rate” no longer exists, such other comparable rate




    14 


    


    

(as determined by the Certificate Administrator
in its reasonable discretion) as may be in effect from time to time.


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


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


“Resizing
Holder” shall have the meaning assigned to such term in Section 31.


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


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


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




    15 


    


    

“SEC”
shall mean the U.S. Securities and Exchange Commission.


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


“Securitization
Date” shall mean the effective date on which the securitization of the Lead Securitization 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 any Notes are held.


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


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


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


“Servicing
Standard” shall mean “Accepted Servicing Practices” as defined in the Lead Securitization Servicing Agreement.


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


“Special
Servicer” shall mean any Special Servicer appointed as provided in the Lead Securitization Servicing Agreement and this
Agreement to service the Mortgage Loan.


“Special
Servicer Termination Event” shall have the meaning given to such term 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.


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


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




    16 


    


    

“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).


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


Section 2.               
Servicing of the Mortgage Loan.


(a)               
Each Note Holder acknowledges and agrees that, subject to the terms of this Agreement, the Mortgage Loan shall be serviced
from and after the Securitization Date pursuant to the Lead Securitization Servicing Agreement. Each Note Holder acknowledges that
the other Note Holders may elect, in their sole discretion, to include their Notes in a Securitization and agrees that it will,
subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect
such Securitization. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally
consents to the appointment of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Asset
Representations Reviewer and the Operating Advisor under the Lead Securitization Servicing Agreement by the Depositor as each such
party may be replaced pursuant to the terms of the Lead Securitization Servicing Agreement and agrees to reasonably cooperate with
the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization
Servicing Agreement. Each Note Holder hereby irrevocably appoints the Master Servicer, the Special Servicer and the Trustee in
the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to
the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject
at all times to the rights of such Note Holder set forth herein and in the Lead Securitization Servicing Agreement). In no event
shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note Holder against any other
Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder; however, this statement
shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer (i)
shall be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage Loan in accordance with the Servicing
Standard (which shall require, among other things, that each Servicer, in servicing the Mortgage Loan, must take into account the
interests of each Note Holder), the terms of the Mortgage Loan Documents, this Agreement, the Lead Securitization Servicing Agreement
and applicable law, (ii) shall provide information to each Non-Lead Servicer to enable each such Non-Lead Servicer to perform its
servicing duties under the related Non-Lead Securitization Servicing Agreement and (iii) shall not take any action or refrain from
taking any action or follow any direction inconsistent with the foregoing.




    17 


    


    

(b)       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 (including, without limitation, all applicable provisions relating to delivery of information and reports necessary for
any Non-Lead Securitization to comply with any applicable reporting requirements under the Securities Exchange Act of 1934, as
amended) and all references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing
agreement; provided, however, that (1) if (x) the servicer(s) to be appointed under such replacement servicing agreement
would not otherwise meet the conditions to be a servicer under the Lead Servicing Agreement that is being replaced or (y) a Non-Lead
Securitization Note is in a Securitization, then a Rating Agency Confirmation shall have been obtained from each Rating Agency
for each Securitization then outstanding with respect to which certificates thereof are then rated by such Rating Agency; provided,
further, however, that until a replacement servicing agreement has been entered into, the Lead Securitization Note
Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Lead Securitization Servicing Agreement as
if such agreement was still in full force and effect with respect to the Mortgage Loan, by the Servicer in the Lead Securitization
or by any Person appointed by the Lead Securitization Note Holder, which with respect to the master servicer shall be a qualified
servicer meeting the requirements of the Lead Securitization Servicing Agreement and with respect to the special servicer shall
be an Approved Servicer.


The Lead Securitization
Note Holder agrees that, if any Lead Securitization Note is included in a Securitization, the related Lead Securitization Note
Holder shall cause the applicable Lead Securitization Servicing Agreement to contain a provision that requires any Lead Certificate
Administrator to deliver to each Non-Lead Trustee, each Non-Lead Certificate Administrator, each Non-Lead Special Servicer, each
Non-Lead Master Servicer, each Non-Lead Operating Advisor and each Non-Lead Asset Representations Reviewer, as applicable, promptly
following the Securitization of any Lead Securitization Note, notice of the deposit of Lead Securitization Note into a Securitization
Trust (which notice shall also provide contact information for the related Lead Trustee, the related Lead Certificate Administrator,
the related Lead Master Servicer, the related Lead Special Servicer, the related Lead Operating Advisor, the related Lead Asset
Representations Reviewer, accompanied by a certified copy of the executed Lead Securitization Servicing Agreement).


(c)       The
Master Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent provided
in the Lead Securitization Servicing Agreement) (i) shall be required to make Servicing Advances with respect to the Mortgage Loan,
subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, and (ii) may be required to make P&I
Advances on the Lead Securitization Note, if and to the extent provided in the Lead Securitization Servicing Agreement and this
Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect
of any Note other than the Lead Securitization Note if such principal or interest is not paid by the Mortgage Loan Borrower.


(d)       The
Non-Lead Securitization Holders agree to indemnify (i) (as and to the same extent the Lead Securitization Trust is required to
indemnify each of the following parties




    18 


    


    

in respect of other mortgage loans in
the Lead Securitization Trust pursuant to the terms of Lead Securitization Servicing Agreement) each of the Master Servicer, the
Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and the
Depositor (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified
parties in the Lead Securitization Servicing Agreement in respect of other mortgage loans) and (ii) the Lead Securitization Trust
(such parties in clause (i) and the Lead Securitization Trust, collectively, the “Indemnified Parties”) against
any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees
and expenses incurred in connection with the servicing and administration of the Mortgage Loan and the Mortgaged Property (or,
with respect to the Operating Advisor, incurred in connection with the provision of services for the Mortgage Loan) under the Lead
Securitization Servicing Agreement (collectively, the “Indemnified Items”) to the extent of their pro rata
share of such Indemnified Items, and to the extent amounts on deposit in the Collection Account or Companion Distribution Account
that are allocated to the related Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the related
Non-Lead Securitization Note Holder shall be required to, promptly following notice from the Master Servicer, the Special Servicer
or the Trustee, reimburse each of the applicable Indemnified Parties for its pro rata share of the insufficiency (including,
if the applicable Non-Lead Securitization Note has been included in a Non-Lead Securitization, from general collections or any
other amounts from such Non-Lead Securitization Trust).


(e)       Each
Non-Lead Securitization Note Holder agrees to pay its Pro Rata Share of (i) any Servicing Advances and any interest accrued and
payable on such Servicing Advances at the Advance Rate and (ii) any Trust Fund Expenses and any other fees, costs or expenses incurred
in connection with the servicing and administration of the Mortgage Loan (including, without, limitation, any costs, fees and expenses
related to obtaining any Rating Agency Confirmation and any Indemnified Items) in accordance with the Lead Securitization Servicing
Agreement and this Agreement to the extent that such amounts remain unpaid or unreimbursed after funds received from the Mortgage
Loan Borrower for payment of such amounts and any principal and interest collections allocable to the Notes have been applied to
pay such amounts.


In the event that
the Master Servicer or the Special Servicer has determined that expected proceeds of the Mortgage Loan (or foreclosed property)
would be insufficient for reimbursement of (i) any Servicing Advances and any interest accrued and payable on such Servicing Advances
at the Advance Rate, (ii) the Indemnified Items and (iii) any other Trust Fund Expenses and any other fees, costs or expenses incurred
in connection with the servicing and administration of the Mortgage Loan (including, without, limitation, any costs, fees and expenses
related to obtaining any Rating Agency Confirmation), each Non-Lead Securitization Note Holder shall be required to, promptly following
notice from the Master Servicer, pay the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the
Asset Representations Reviewer, the Operating Advisor, or the Lead Securitization Trust, as applicable, the related Non-Lead Securitization
Note Holder’s Pro Rata Share of the insufficiency and if such Non-Lead Securitization Note Holder is a Non-Lead Securitization
Trust, then such Non-Lead Securitization Note Holder shall be required to use general collections on the other mortgage loans in
the related Non-Lead Securitization Trust to pay such Pro Rata Share.




    19 


    


    

For the avoidance
of doubt, no Non-Lead Securitization Note Holder shall be required to use general collections on the other mortgage loans in the
related Non-Lead Securitization Trust to reimburse any P&I Advances or any Nonrecoverable Advances that are P&I Advances
on the Lead Securitization Note or any interest accrued and payable on such P&I Advances and Nonrecoverable Advances that are
P&I Advances.


(f)        The
Non-Lead Master Servicer may be required to make P&I Advances on the related Non-Lead Securitization Note, from time to time,
subject to the terms of the related servicing agreement for the related Non-Lead Securitization Servicing Agreement. Each Non-Lead
Master Servicer, Non-Lead Special Servicer and Non-Lead Trustee, as applicable, shall be entitled to make their own recoverability
determination with respect to a P&I Advance to be made on the related Non-Lead Securitization Note based on the information
that they have on hand and in accordance with the related Non-Lead Securitization Servicing Agreement. Additionally, 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. The Master Servicer and the Trustee, as applicable, and the related
Non-Lead Master Servicer or the related Non-Lead Trustee shall be required to notify the other of the amount of its P&I Advance
within two business days of making such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable (with
respect to the Lead Securitization Note) or a Non-Lead Master Servicer, a Non-Lead Special Servicer or a 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, if and to the extent such information is not already included in the Distribution Date Statement
for the month in which such P&I Advance is made, 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 the related Non-Lead Master Servicer or the related Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing
Agreement, in the case of a determination of non-recoverability by the related Non-Lead Master Servicer, the related Non-Lead Special
Servicer or the related Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or the related Non-Lead Master Servicer
and the related Non-Lead Trustee, as the case may be, of the other Securitization within two business days of making such determination.


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


(i)           
any Servicing Advances (and advance interest thereon) and any Trust Fund Expenses (including Indemnified Items) relating
to servicing and administration of the Mortgage Loan and the Mortgaged Property, including without limitation, any unpaid Special
Servicing Fees, Liquidation Fees and Workout Fees relating to the Mortgage Loan will be paid in accordance with Sections 2 and
3 of this Agreement and the Lead Securitization Servicing Agreement;




    20 


    


    

(ii)           
in the event that the Master Servicer or the Special Servicer has determined that proceeds of the Mortgage Loan (or foreclosed
property) would be insufficient for reimbursement of the amounts described in clause (i) above, the related Non-Lead Master Servicer
will be required to, promptly following notice from the Master Servicer or the Special Servicer, pay the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee or the Lead Securitization Trust, as applicable, such Non-Lead Securitization
Trust’s Pro Rata Share of the insufficiency out of general funds in the collection account (or equivalent account) established
under the related Non-Lead Securitization Servicing Agreement;


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


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


(h)       In
the event that any filing is required to be made by the Depositor or any Non-Lead Depositor in order to comply with the Depositor’s
or such Non-Lead Depositor’s requirements under the Exchange Act, the related Non-Lead Securitization Note Holder (including
the related Non-Lead Depositor and related Non-Lead Trustee) or the Lead Securitization Note Holder (including the Depositor, the
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee), as applicable, shall use commercially reasonable
efforts to timely comply with any such filing, in each case, in accordance with the requirements of the Lead Securitization Servicing
Agreement or the related Non-Lead Securitization Servicing Agreement respectively.


(i)       Each
Non-Lead Securitization Note Holder shall give each of the parties to the Lead Securitization Servicing Agreement (that will not
also be a party to the related Non-Lead Securitization Servicing Agreement) notice of the Non-Lead Securitization in writing (which
may be by e-mail) prior to or promptly following the related Non-Lead Securitization Date. Such notice shall contain contact information
for each of the parties to the related Non-Lead Securitization Servicing Agreement. In addition, after the related Non-Lead Securitization
Date, the related Non-Lead Securitization Note Holder (or a certificate administrator designated to do so in the Non-Lead Securitization
Servicing Agreement) shall send an electronic copy of the related Non-Lead Securitization Servicing Agreement to each of the parties
to the Lead Securitization Servicing Agreement.


(j)       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 and the Trustee and the Certificate Administrator shall reasonably cooperate
with such 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 that such
documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator as the
case may be, and are not in the possession of the




    21 


    


    

Non-Lead Asset Representations Reviewer,
Non-Lead Master Servicer, Non-Lead Special Servicer or custodian under the related Non-Lead Securitization Servicing Agreement.


(l)       The
Lead Securitization Note Holder agrees that it shall cause the Lead Securitization Servicing Agreement to provide as follows (and
to the extent the following 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 deliver or make available all reports required to be delivered by the Master Servicer to the Certificate
Administrator under the Lead Securitization Servicing Agreement, including the CREFC® Investor Reporting Package, to the extent
related to the Mortgage Loan, the Mortgaged Property or the Non-Lead Securitization Notes) (i) prior to the securitization of a
Non-Lead Securitization Note, to the related Note Holder on each Distribution Date (as defined in the Lead Securitization Servicing
Agreement); and (ii) following securitization of a Non-Lead Securitization Note, to the related Non-Lead Master Servicer no later
than two Business Days after the Determination Date (as defined in the Lead Securitization Servicing Agreement);


(iv)           
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;


(v)           
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 the Non-Lead Depositor for any public Other Securitization, and their respective directors and officers and
controlling persons, to the same extent that they indemnify the Depositor (as depositor in respect of the Lead Securitization)
and each Certifying Person for (i) its failure to deliver the items in clause (vi) below in a timely manner, (ii) its failure to
perform its obligations to such Non-Lead Depositor or Non-Lead Trustee under Article




    22 


    


    

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, (iii) 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
such 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 and/or (iv) any deficient Exchange Act report or other deliverable
regarding, and delivered by or on behalf of, such party;


(vi)           
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 (as defined in the Lead Securitization Servicing Agreement) engaged
by it that is a Servicing Function Participant (as defined in the Lead Securitization Servicing Agreement) or Additional Servicer
(as defined in the Lead Securitization Servicing Agreement), use commercially reasonable efforts to cause such party to, and (ii)
with respect to each other Additional Servicer (as defined in the Lead Securitization Servicing Agreement) and each Servicing Function
Participant (as defined in the Lead Securitization Servicing Agreement) with which, in each case, it has entered into a servicing
relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing Section 2(j)(vi) by inclusion
of similar provisions in the related sub-servicing or similar agreement;


(vii)           
the Master Servicer, any primary servicer, the Special Servicer and the Trustee, Certificate Administrator or other party
acting as custodian for the Lead Securitization shall be required to deliver (and shall be required to cause (or, the case of a
Mortgage Loan Seller Sub-Servicer (as defined in the Lead Securitization Servicing Agreement), shall be required to use commercially
reasonable efforts 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 each Non-Lead Depositor and each Non-Lead Trustee, in
a timely manner, (i) the reports, certifications, compliance statements, accountants’ assessments and attestations, and all
information to be included in reports (including, without limitation, Form ABS-15G, Form 10-K, Form 10-D and Form 8-K), and (ii)
upon request, any other materials specified in the applicable Non-Lead Securitization 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 Initial Note Holder of the Lead Securitization Note 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
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




    23 


    


    

disclosure document, and with
respect to such Servicers (at the expense of the requesting party), 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. In addition,
the Initial Note Holder of the Lead Securitization Note shall give the other Note Holders 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 the other Note Holders.
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 SEC or by the staff of the SEC, or as may be provided by the SEC 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 Non-Lead Securitization
Servicing Agreement;


(viii)           
each of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting Party (as defined
in the Lead Securitization Servicing Agreement) shall cooperate (and require each Servicing Function Participant and Additional
Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement), with the Non-Lead Depositor to the same extent
as such party is required to cooperate with the Lead Depositor under Article XI (or any article substantially similar thereto)
of 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 any 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 SEC and other costs such Non-Lead Depositor must bear pursuant to Article XI (or any
article substantially similar thereto) of the Lead Securitization Servicing Agreement) and any amendments to any reports filed
with the SEC therewith shall be promptly paid by the applicable Affected Reporting Party (as defined in the Lead Securitization
Servicing Agreement) upon receipt of an itemized invoice from such Non-Lead Depositor;


(ix)           
any late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to any Non-Lead
Note or reimbursable to any Non-Lead Master Servicer or any Non-Lead Trustee in accordance with this Agreement shall be remitted
by the Master Servicer to the applicable 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 applicable 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




    24 


    


    

Master Servicer shall use commercially
reasonable efforts to remit such late collections to such Non-Lead Master Servicer within one (1) business day of receipt of properly
identified funds but, in any event, the Master Servicer shall remit such amounts within two (2) business days of receipt of properly
identified funds;


(x)           
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;


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


(xii)           
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;


(xiii)           
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;


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


(xv)           
“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
Securitization 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 the Non-Lead Securitization Note Holders or the 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




    25 


    


    

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


(xvi)           
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;


(xvii)           
if a Non-Lead Securitization Note becomes the subject of an “Asset Review” (or such similar term, as defined
in the related Non-Lead Securitization Servicing Agreement), the applicable parties to the Lead Securitization Servicing Agreement
are required to reasonably cooperate with the Non-Lead Asset Representations Reviewer or other applicable party to the Non-Lead
Securitization Servicing Agreement in connection with such Asset Review (or a substantially similar provision), including with
respect to providing access to related underlying documents;


(xviii)           
special servicing, workout and liquidation fees rates shall not exceed 0.25%, 1.00% and 1.00%, respectively, subject to
any market minimum amounts and fee offsets set forth in the Lead Securitization Servicing Agreement; and


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


(m)                        
Prior to Securitization of any Non-Lead Securitization Note (including any New Notes), all notices, reports, information
or other deliverables required to be delivered to the related Non-Lead Securitization 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 Non-Lead Securitization Note Holder (or its Non-Lead Securitization
Note Holder Representative) and, when so delivered to such Non-Lead Securitization Note Holder (or Non-Lead Securitization Note
Holder Representative), the Lead Securitization Note Holder (or the




    26 


    


    

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 Securitization of any Non-Lead Securitization Note, all notices, reports,
information or other deliverables required to be delivered to the related Non-Lead Securitization 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 related Non-Lead Master Servicer and the related Non-Lead Special
Servicer (who then may forward such items to the party entitled to receive such items as and to the extent provided in the Non-Lead
Securitization Servicing Agreement) and, when so delivered to the related Non-Lead Master Servicer and the related Non-Lead Special
Servicer, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed
to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement
(except where required by this Agreement or the Lead Securitization Servicing Agreement to deliver items directly to a Non-Lead
Depositor or other party to a Non-Lead Securitization Servicing Agreement for purposes of compliance with securities laws).


Section 3.               
Priority of Payments. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference
over any portion of any other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available
for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds
thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty,
letter of credit or other collateral or instrument securing the Mortgage Loan, or Insurance and Condemnation Proceeds (other than
proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage
Loan Borrower in accordance with the terms of the Mortgage Loan Documents), but excluding (x) all amounts for required reserves
or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents)
to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses
or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing
Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances
(and interest thereon) made with respect to a Note, which may only be reimbursed out of payments and collections allocable to such
Note, (ii) any Servicing Fees due to the Master Servicer in excess of any Non-Lead Securitization Note’s pro rata
share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth
in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), with respect to
the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund
expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) and any Special Servicing Fees,
Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph), amounts paid by
the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead
Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on
a Pro Rata and Pari Passu Basis.




    27 


    


    

For clarification
purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a
Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note
by the amount necessary to reimburse, on a pro rata basis, the Master Servicer, the Trustee or the Special Servicer, as
applicable, any Servicing Advances made by any such party in accordance with the terms of the Lead Securitization Servicing Agreement
and to pay any interest to such parties that has accrued on any such Servicing Advances at the Reimbursement Rate, second,
to reduce, on a pro rata basis, 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 made
with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization
Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on each Note by the
amount necessary to pay additional trust fund expenses (including, if not paid by the related Mortgagor, 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, (i) in the case of the remaining amount of Penalty Charges allocable to the Lead Securitization Note, be
paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization
Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization
Note, be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Holder and (y) following
the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided
in the Lead Securitization Servicing Agreement.


Notwithstanding anything
to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect
to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage
and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such
REMIC Provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely
on real property and excluding any personal property and going concern value).


Any Note Holder that
receives proceeds from the sale of the primary servicing rights with respect to the Mortgage Loan shall remit to the other Note
Holders, promptly upon receipt thereof, such amounts as are required such that each Note Holder receives its pro rata share of
such proceeds 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 payments to the Note Holders




    28 


    


    

pursuant to Section 3, which shall
be made as though such workout did not occur, with the payment terms of each Note remaining the same as they are on the date hereof,
and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout
shall be borne by the Note Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together
with accrued interest thereon at the Interest Rate and any other amounts due to each Note Holder, as applicable).


Section 5.               
Administration of the Mortgage Loan.


(a)               
Subject to this Agreement (including but not limited to Section 5(b)) 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 behalf of the Lead Securitization Note Holder)
shall have the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect
to, the Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan
Documents or 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, each Non-Lead Securitization Note
Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder)
the rights, if any, that such Note Holder has to, (i) call or cause the Lead Securitization Note Holder to call an Event of
Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower,
including, without limitation, filing or causing the Lead Securitization Note Holder to file any bankruptcy petition against the
Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting
on behalf of the Lead Securitization Note Holder) shall not have any fiduciary duty to any Non-Lead Securitization Note Holder
in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder
from the obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing Standard (in
the case of the Master Servicer or the Special Servicer) or any liability for failure to do so).


Upon the Mortgage
Loan becoming a Defaulted Loan, each Non-Lead Securitization Note Holder hereby acknowledges the right and obligation of the Lead
Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) to sell the Non-Lead
Securitization Notes together with the Lead Securitization Note 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 be required to sell
each Non-Lead Securitization Note together with the Lead Securitization Note in the manner set forth in the Lead Securitization
Servicing Agreement. In connection with any such sale, the Special Servicer shall be required to sell any Non-Lead Securitization
Note together with the




    29 


    


    

Lead Securitization Note in the manner
set forth in the Lead Securitization Servicing Agreement and shall be required to require that all offers be submitted to the Certificate
Administrator or Special Servicer, as applicable, in accordance with the terms of the Lead Securitization Servicing Agreement in
writing and be accompanied by a refundable deposit of cash in an amount equal to 5% of the offer amount (subject to a cap of $2,500,000).
Whether any cash offer constitutes a fair price for the Mortgage Loan shall be determined by the Trustee or Special Servicer, as
applicable, in accordance with the terms of the Lead Securitization Servicing Agreement; 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 from an Interested Person
represents a fair price for the Mortgage Loan, the Trustee 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 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 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 behalf of the Lead Securitization Note Holder)
shall not be permitted to sell the Mortgage Loan if it becomes a Defaulted Loan without the written consent of the Non-Lead Securitization
Note Holders (provided that such consent is not required if any Non-Lead Securitization Note Holder is the Mortgage Loan
Borrower or an affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered to the Non-Lead Securitization
Note Holders: (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 material 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 Servicing File reasonably
requested by any Non-Lead Securitization Note Holder that are material to the sale price of the Mortgage Loan and (d) until the
sale is completed, and a reasonable period of time (but no less time than is afforded to the other offerors and the Directing Holder)
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 any Servicer in connection with the proposed sale; provided that such Non-Lead Securitization Note
Holders may waive any of the delivery or timing requirements set forth in this sentence. Subject to the terms of the Lead Securitization
Servicing Agreement, each of the Controlling Note Holder, the Controlling Note Holder Representative, the Non-Controlling Note
Holders and the applicable Non-Controlling Note Holder Representative shall be permitted to bid at any sale of the Mortgage Loan
unless such person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.




    30 


    


    

Notwithstanding the
foregoing, the Lead Securitization Note Holder (or the Special Servicer acting on its behalf) will not be permitted to sell the
Mortgage Loan if the Mortgage Loan becomes a Defaulted Loan without the written consent of each Non-Lead Securitization Note Holder
(provided that such consent is not required from any Non-Lead Securitization Note Holder that is a Borrower Affiliate) unless
the Special Servicer has delivered to each Non-Lead Securitization Note Holder: (a) at least 15 business days prior written
notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10 days prior to the proposed sale date, a copy
of each bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection
with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for
the Mortgage Loan, and any documents in the servicing file reasonably requested by such Non-Lead Securitization Note Holder that
are material to the price of the Mortgage Loan; and (d) until the sale is completed, and a reasonable period of time (but
no less time than is afforded to other offerors) 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 proposed sale; provided that such Non-Lead Securitization Note Holder may waive any of the delivery or timing requirements
described in this sentence. Subject to the terms of the Lead Securitization Servicing Agreement, each Non-Lead Securitization Note
Holder (or its representative) that is not a Borrower Affiliate shall be permitted to submit an offer at any sale of the Mortgage
Loan.


Each Non-Lead Securitization
Note Holder hereby appoints the Lead Securitization Note Holder as its agent, and grants to the Lead Securitization Note Holder
an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for
and consummating the sale of the Non-Lead Securitization Notes. Each Non-Lead Securitization Note Holder further agrees that, upon
the request of the Lead Securitization Note Holder, each Non-Lead Securitization 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 the related original Non-Lead Securitization Note, endorsed in blank, to or at the direction of the Lead Securitization
Note Holder in connection with the consummation of any such sale.


The authority of the
Lead Securitization Note Holder to sell the Non-Lead Securitization Notes, and the obligations of the Non-Lead Securitization Note
Holders to execute and deliver instruments or deliver the Non-Lead Securitization 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
is terminated in accordance with its terms.


(b)              
If any Note is included as an asset of a real estate mortgage investment conduit within the meaning of Section 860D(a)
of the Code (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




    31 


    


    

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


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


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


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




    32 


    


    

Controlling Note Holder, the Controlling
Note Holder Representative provides each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and Certificate Administrator
with written confirmation of its acceptance of such appointment (and such parties will be entitled to rely on such notice), an
address and facsimile number for the delivery of notices and other correspondence and a list of officers or employees of such Person
with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). The Controlling
Note Holder shall promptly deliver such information to each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee
and Certificate Administrator.


(b)              
Neither the Controlling Note Holder Representative nor the Controlling Note Holder will have any liability to the other
Note Holders or any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent
or the failure to give any consent pursuant to this Agreement or the Lead 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 Representative and the Controlling Note Holder (whether acting in place of the Controlling
Note Holder Representative when no Controlling Note Holder Representative shall have been appointed hereunder or otherwise exercising
any right, power or privilege granted to the Controlling Note Holder hereunder) may take or refrain from taking actions, or give
or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holder, and that the Controlling
Note Holder Representative may have special relationships and interests that conflict with the interests of a Note Holder and,
absent willful misfeasance, bad faith or gross negligence on the part of the Controlling Note Holder Representative or the Controlling
Note Holder, as the case may be, agree to take no action against the Controlling Note Holder Representative, the Controlling Note
Holder or any of their respective officers, directors, employees, principals or agents as a result of such special relationships
or interests, and that neither the Controlling Note Holder Representative nor the Controlling Note Holder will be deemed to have
been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded
any exercise of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed
to give any consent, solely in the interests of any Note Holder.


(c)               
The Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Controlling Note Holder hereunder
and the rights and powers granted to the “controlling class representative” or similar party under, and as defined
in, the Lead Securitization Servicing Agreement with respect to the Mortgage Loan. In addition, the Controlling Note Holder shall
be entitled to advise (1) the Special Servicer with respect to all Major Decisions related to a “Specially Serviced
Mortgage Loan” (as defined in the Lead Securitization Servicing Agreement) and (2) the Special Servicer with respect
to all matters for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and, except as
set forth below (i) the Master Servicer shall not be permitted to implement any Major Decision unless it has obtained the
prior consent of the Special Servicer and (ii) prior to the occurrence and continuance of a Control Event (as defined in the
Lead Securitization Servicing Agreement), 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 after receipt of the written analysis and such
additional




    33 


    


    

information requested by the Controlling
Note Holder and reasonably available to the Special Servicer 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 after delivery to the Controlling Note Holder by the applicable Servicer of written notice of a proposed Major Decision,
together with any information requested by the Controlling Note Holder as may be necessary in the reasonable judgment of the Controlling
Note Holder in order to make a judgment, then upon the expiration of such ten (10) Business Days 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 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, prior to the occurrence and continuance of a Control Event pursuant
to the Lead Securitization Agreement (or consultation with the Controlling Note Holder after the occurrence and during the continuance
of a Control Event, but prior to the occurrence of a Consultation Termination Event (as defined in the Lead Securitization Servicing
Agreement)), is necessary to protect the interests of the Note Holders (as a collective whole) and the Special Servicer has made
a reasonable effort to contact the Controlling Note Holder, the Master Servicer or the Special Servicer, as the case may be, may
take any such action without waiting for the Controlling Note Holder’s response.


No objection contemplated
by the preceding paragraphs may require or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision
of the Mortgage Loan Documents, applicable law, the Lead 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 or materially
expand the scope of responsibilities of any of the Master Servicer or Special Servicer, as applicable.


The Controlling Note
Holder shall have no liability to 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 Holders, 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




    34 


    


    

having acted or refrained from acting,
or having given any consent or having failed to give any consent, solely in the interests of any Note Holder.


(d)       Each
Non-Controlling Note Holder shall have the right at any time to appoint a representative (other than a Borrower Affiliate) in connection
with the exercise of its rights and obligations with respect to the Mortgage Loan (with respect to such Non-Controlling Note Holder,
the “Non-Controlling Note Holder Representative”). Each Non-Controlling Note Holder shall have the right in
its sole discretion at any time and from time to time to remove and replace the Non-Controlling Note Holder Representative. When
exercising its various rights under Section 5 and elsewhere in this Agreement, each Non-Controlling Note Holder may, at its
option, in each case, act through its Non-Controlling Note Holder Representative. The Non-Controlling Note Holder Representative
may be any Person (other than a Borrower Affiliate), including, without limitation, the related Non-Controlling Note Holder, any
officer or employee of the related Non-Controlling Note Holder, any affiliate of the related Non-Controlling Note Holder or any
other unrelated third party. No such Non-Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any
other Person (other than such Non-Controlling Note Holder). All actions that are permitted to be taken by each Non-Controlling
Note Holder under this Agreement may be taken by a Non-Controlling Note Holder Representative acting on behalf of such Non-Controlling
Note Holder.


(e)       No
Servicer, Trustee, Asset Representations Reviewer, Operating Advisor or Certificate Administrator acting on behalf of the Lead
Securitization Note Holder shall be required to recognize any Person as a Non-Controlling Note Holder Representative until the
related Non-Controlling Note Holder has notified each Servicer, Trustee, Asset Representations Reviewer, Operating Advisor and
Certificate Administrator of such appointment and, if the Non-Controlling Note Holder Representative is not the same Person as
the related Non-Controlling Note Holder, the Non-Controlling Note Holder Representative provides each Servicer, Trustee, Operating
Advisor and Certificate Administrator with written confirmation of its acceptance of such appointment (and such parties will be
entitled to rely on such notice), an address and facsimile number for the delivery of notices and other correspondence and a list
of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses
and facsimile numbers). The related Non-Controlling Note Holder shall promptly deliver such information to each Servicer, Operating
Advisor, Trustee and Certificate Administrator.


(f)       
(1) the Lead Securitization Note Holder (or the Special Servicer acting on its behalf) shall be required to provide to each Non-Lead
Securitization Note Holder (or its related Non-Lead Securitization Note Holder Representative) (i) notice, information and reports
with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating
to the Mortgage Loan (similar to such notice, information and report it is required to deliver to the Directing Holder pursuant
to the Lead Securitization Servicing Agreement) (for this purpose, without regard to whether such items are actually required to
be provided to the Directing Holder under the Lead Securitization Servicing Agreement due to the occurrence of a Control Termination
Event or a Consultation Termination Event) and (2) the Lead Securitization Note Holder (or the Special Servicer acting on its behalf)
shall be required to consult with each Non-Controlling Note Holder (or its related Non-Controlling Note Holder Representative)
on a strictly non-binding basis with respect to any such




    35 


    


    

Major Decision or the implementation
of any recommended actions in the summary of the Asset Status Report relating to the Mortgage Loan, and consider alternative actions
recommended by the related Non-Controlling Note Holder (or its related Non-Controlling Note Holder Representative); provided that
after the expiration of a period of ten (10) Business Days from the delivery to a Non-Controlling Note Holder (or its related Non-Controlling
Note Holder Representative) by the Lead Securitization Note Holder of written notice of a proposed action, together with copies
of the notice, information and report required to be provided to the Non-Controlling Note Holder, the Lead Securitization Note
Holder (or the Special Servicer acting on its behalf) shall no longer be obligated to consult with such Non-Controlling Note Holder
(or its related Non-Controlling Note Holder Representative), whether or not such Non-Controlling Note Holder (or its related 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 any Non-Controlling
Note Holder (or its related Non-Controlling Note Holder Representative) set forth in the immediately preceding sentence, the Lead
Securitization Note Holder (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 Special Servicer) 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 Servicer or Special Servicer, acting on its behalf)
be obligated at any time to follow or take any alternative actions recommended by any Non-Controlling Note Holder (or its related
Non-Controlling Note Holder Representative).


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


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




    36 


    


    

Securitization Servicing Agreement
and, if such replacement Special Servicer does not have the Required Special Servicer Rating for each Rating Agency then rating
a Non-Lead Securitization, delivering a Rating Agency Confirmation from each such Rating Agency. 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 and promptly deliver all information necessary for any Non-Lead
Securitization to comply with any applicable reporting requirements under the Exchange Act. Any such appointment of a replacement
Special Servicer will not become effective unless all such information has been delivered to the Non-Lead Securitization Holders.
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 Special Servicer
Termination Event has occurred with respect to the Special Servicer that affects a Non-Controlling Note Holder, such Non-Controlling
Note Holder shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization
Trust, the Controlling Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement (or at
any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the successor
servicing agreement pursuant to which the Mortgage Loan is being serviced) pursuant to and in accordance with the terms of the
Lead Securitization Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead
Securitization Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage Loan is being serviced). The
Controlling Note Holder and the Non-Controlling Note Holders acknowledge and agree that any successor special servicer appointed
to replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at any 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. The applicable Non-Controlling Note Holder shall be solely responsible for reimbursing the Trustee’s
or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable time by the terminated
special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in
the Collection Account or Companion Distribution Account.


Section 8.               
Payment
Procedure.


(a)               
The Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms
of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments and collections on the Mortgage
Loan to the Collection Account and the portion of such payments and collections that are distributable to the Non-Lead Securitization
Note Holders shall be deposited into the Companion Distribution Account 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 (i) deposit such amounts
to the applicable account within two (2) Business Days after receipt of properly




    37 


    


    

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 and (ii) remit from the
applicable account (A) prior to the Securitization Date, within two Business Days of receipt of properly identified funds (unless
otherwise specified pursuant to an interim servicing agreement) and (B) on or after the Securitization Date, (A) with respect to
the Lead Securitization Note, the remittance date under the Lead Securitization Servicing Agreement and (B) with respect to each
Non-Lead Securitization Note, (x) prior to the Non-Lead Securitization, the remittance date under the Lead Securitization Servicing
Agreement for the Lead Securitization Note and (y) on or after the Non-Lead Securitization, the earlier of the remittance date
under the Lead Securitization Servicing Agreement and the business day immediately succeeding the “determination date”
set forth in the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Notes, provided such
“determination date” shall not be earlier than the 1st day of the month. All payments received and allocable
pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect to the Non-Lead Securitization Notes (net
of amounts payable or reimbursable from such account) by wire transfer to accounts maintained by the applicable Note Holder.


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


(c)               
If, for any reason, the Lead Securitization Note Holder makes any payment to a Non-Lead Securitization Note Holder before
the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note
Holder 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 request, promptly return that payment to the Lead Securitization Note Holder.


(d)              
Each Note Holder agrees that if at any time it receives from any source 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(s), 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




    38 


    


    

Note Holder under the Mortgage
Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional
and continuing obligations. 


Section 9.               
Limitation
on Liability of the Note Holders. Subject to the terms of the Lead Securitization Servicing Agreement governing limitation
on the liabilities of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, Asset Representations
Reviewer and the Operating Advisor each Note Holder shall have no liability to any other Note Holder with respect to its Note except
with respect to losses actually suffered due to the negligence, willful misconduct or breach of this Agreement on the part of such
Note Holder.


The Note
Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee)
to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any
Servicer and the Trustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under
the Lead 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) 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. However, the Servicer
must act in accordance with the Servicing Standard.


Section
10.               Bankruptcy. Subject to Section 5(b), each Note Holder hereby agrees that only the Lead Securitization Note Holder
has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any
Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or
against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up
or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization
Note Holder, and not any of the Non-Lead Securitization Note Holders, 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 the Non-Lead Securitization
Note Holders 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




    39 


    


    

grant. All actions taken by the
Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.


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


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


Section 13.               Other
Business Activities of the Note Holders. Each Note Holder acknowledges that the other Note Holders or their Affiliates may
make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or any
Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership interests in the Mortgage Loan
Borrower or any entity that is a holder of a preferred equity interest in the Mortgage Loan Borrower, and receive payments on
such other loans or extensions of credit 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.




    40 


    


    

Section 14.               Sale
of the Notes.


(a)       Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or
otherwise dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement,
excluding a repo financing or a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”) except to
a Qualified Institutional Lender. Promptly after any Transfer, the non-transferring Note Holders shall be provided with (x) a
representation from the transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender
(except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the
parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of
the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note,
or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (x) prior to a Securitization,
the consent of each non-transferring Note Holder, in which case such new Note Holder shall be deemed to be a Qualified Institutional
Lender pursuant to this Agreement, or (2) after a Securitization of such non-transferring Note Holder’s Note, Rating Agency
Confirmation from each of the applicable Rating Agencies for such Securitization Trust (after which, such new Note Holder shall
be deemed to be a Qualified Institutional Lender pursuant to this Agreement). Notwithstanding the foregoing, without the non-transferring
Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s
Note is held in a Securitization Trust, without Rating Agency Confirmation, no Note Holder shall Transfer all or any portion of
its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Borrower Affiliate and any such Transfer
shall be absolutely null and void ab initio and shall vest no rights in the purported transferee. The transferring Note Holder
agrees that it will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special
Servicer and the Trustee) and all expenses relating to the confirmation from the Rating Agencies in connection with any such Transfer.
Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of any other Note
Holder, the Rating Agencies or any other Person, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest
in its Note whether or not the related transferee is a Qualified Institutional Lender. None of the provisions of this Section 14(a)
shall apply in the case of (1) a sale of all of the 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.


(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




    41 


    


    

amounts payable hereunder shall
be determined as if such Note Holder had not sold such participation interest.


(c)       Any
Note Holder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage Loan Borrower or any Borrower
Affiliate) which has extended a credit facility to such Note Holder or has entered into a repurchase agreement with such Note Holder
that, in each case, is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated
at least “A” (or the equivalent) or better by each Rating Agency or to an entity with respect to which Rating Agency
Confirmation has been obtained pursuant to this Section 14 (each 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 and Rating Agency Confirmation shall not be required, 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 by the applicable Note
Holder to any other Note Holder and any Servicer that a Pledge has been effected (including the name and address of the applicable
Note Pledgee), such 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 any 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 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 the other Note Holders 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 the other Note Holders and each 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. A 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 that is also a Qualified Institutional Lender at
any foreclosure




    42 


    


    

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:


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


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


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


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


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


Section 15.               Registration
of the Notes and Each Note Holder. The Agent shall keep or cause to be kept at the Agent Office books (the “Note
Register”) for the registration and transfer of the Notes. The Agent shall serve as the initial note registrar and the
Agent hereby accepts such appointment. The names and addresses of the holders of the Notes and the names and addresses of any
transferee of any Note of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement
referred to in this Section 15, shall be registered in the Note Register. The Person in whose name a Note Holder 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




    43 


    


    

addresses of the other Note Holders.
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 occurring hereafter (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 or the Transfer is
to a transferee in connection with a transfer to a Securitization Trust and the related pooling and servicing agreement or trust
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 ab initio and shall vest no rights in the purported transferee. Each
Note Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Agent and the other Note Holders 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




    44 


    


    

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 this Agreement without
first receiving a Rating Agency Confirmation from each Rating Agency then rating any securities issued in a Securitization. However,
no such confirmation from the Rating Agencies shall be required in connection with a modification (i) to cure any ambiguity, to
correct an error or supplement any provisions herein that may be defective or inconsistent with any other provisions herein or
with the Lead Securitization Servicing Agreement, (ii) to make other provisions with respect to matters or questions arising under
this Agreement, which shall not be inconsistent with the provisions of this Agreement or (iii) entered into pursuant to Section
31 of this Agreement or (iv) if and to the extent that it would be deemed given or not required pursuant to the definition of
Rating Agency Confirmation in the Lead Securitization Servicing Agreement and/or any Non-Lead Securitization Servicing Agreement,
as applicable.


Section 19.               Successors
and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns. Except as provided herein, including without limitation, with respect to the Trustee,
Certificate Administrator, Master Servicer, Special Servicer, Operating Advisor, Non-Lead Master Servicer, Non-Lead Special Servicer,
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.


Section 20.               Counterparts.
This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the
same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or
by facsimile transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.


Section 21.               Captions.
The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended
to summarize or




    45 


    


    

otherwise describe the subject
matter of the paragraphs and shall not be given any consideration in the construction of this Agreement.


Section 22.               Severability.
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or invalid under applicable laws, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Agreement.


Section 23.               Entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained
in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.


Section 24.               Withholding
Taxes. (e)(a) If the Lead Securitization Note Holder or the Mortgage Loan Borrower is required by law to deduct and withhold
Taxes from interest, fees or other amounts payable to a Non-Lead Securitization Note Holder with respect to the Mortgage Loan
as a result of such Non-Lead Securitization Note Holder constituting a Non-Exempt Person, the Lead Securitization Note Holder,
in its capacity as servicer, shall be entitled to do so with respect to such Non-Lead Securitization Note Holder’s interest
in such payment (all withheld amounts being deemed paid to such Note Holder). 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
Non-Lead Securitization Note Holder 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 Non-Lead Securitization Note
Holder in reliance upon any representation, certificate, statement, document or instrument made or provided by such Non-Lead Securitization
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 Non-Lead Securitization Note Holder. It is 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 Non-Lead Securitization Note Holder, upon request of the Lead Securitization Note Holder and at its sole cost
and expense, shall defend any claim or action relating to the foregoing indemnification using counsel selected by the Lead Securitization
Note Holder.


(c)       Each
Non-Lead Securitization Note Holder represents to the Lead Securitization Note Holder (for the benefit of the Mortgage Loan Borrower)
that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower is obligated
under applicable law to withhold Taxes on sums paid to it with respect to the




    46 


    


    

Mortgage Loan or otherwise pursuant
to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of
this Agreement, each Non-Lead Securitization Note Holder shall deliver to the Lead Securitization Note Holder or Servicer, as applicable,
evidence satisfactory to the Lead Securitization Note Holder substantiating that such Note Holder is not a Non-Exempt Person and
that the Lead Securitization Note Holder is not obligated under applicable law to withhold Taxes on sums paid to it with respect
to the Mortgage Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if a Non-Lead Securitization
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 Non-Lead Securitization Note Holder is not created or organized under the laws of the United States,
any state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower is
treated for United States income tax purposes as derived in whole or part from sources within the United States, such Note Holder
shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal Revenue
Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time
to time, duly executed by such Note Holder, as evidence of such Note Holder’s exemption from the withholding of United States
tax with respect thereto. The Lead Securitization Note Holder shall not be obligated to make any payment hereunder with respect
to a Non-Lead Securitization Note or otherwise until the related Non-Lead Securitization Note Holder shall have furnished to the
Lead Securitization Note Holder requested forms, certificates, statements or documents.


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


Section 26.               Cooperation
in Securitization.


(a)       Each
Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization Note Holder,
each Non-Lead Securitization Note Holder shall use reasonable efforts, at the Lead Securitization Note Holder’s expense,
to satisfy, and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy,
the market standards to which the Lead Securitization Note Holder customarily adheres or which may be reasonably required in the
marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable)
any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in
attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case,
as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either
in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, none of the




    47 


    


    

Non-Lead Securitization Note Holders
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, a Non-Lead Securitization Note Holder or (ii) materially increase a Non-Lead
Securitization Note Holders’ obligations or materially decrease any Non-Lead Securitization Note Holders’ rights, remedies
or protections. In connection with the Lead Securitization, each Non-Lead Securitization Note Holder agrees to provide for inclusion
in any disclosure document relating to the Lead Securitization such information concerning such Non-Lead Securitization Note Holder
and the related Non-Lead Securitization Note as the Lead Securitization Note Holder reasonably determines to be necessary or appropriate.
Such Non-Lead Securitization Note Holder agrees that it shall, at the Lead Securitization Note Holder’s expense, cooperate
with the reasonable requests of each Rating Agency and Lead Securitization Note Holder in connection with the Lead Securitization
(including, without limitation, reasonably cooperating with the Lead Securitization Note Holder (without any obligation to make
additional representations and warranties) to enable the Lead Securitization Note Holder to make all necessary certifications and
deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and the Lead
Securitization), as well as in connection with all other matters and the preparation of any offering documents thereof and to review
and respond reasonably promptly with respect to any information relating to a Non-Lead Securitization Note Holder and the related
Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that the information
provided by it to the Lead Securitization Note Holder may be incorporated into the offering documents for the Lead Securitization.
The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf
of, each Non-Lead Securitization Note Holder. The Lead Securitization Note Holder will reasonably cooperate with each Non-Lead
Securitization Note Holder by providing all information reasonably requested that is in the Lead Securitization Note Holder’s
possession in connection with each Non-Lead Securitization Note Holders’ preparation of disclosure materials in connection
with a Securitization.


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


Section 27.               Notices.
All notices required hereunder shall be given by (i) telephone (confirmed promptly in writing) or shall be in writing and
personally delivered, (ii) sent by 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.




    48 


    


    

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


Section 29.               Certain
Matters Affecting the Agent.


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


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


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


(d)       None
of the Agent or any of its directors, officers, employees, Affiliates, agents or “control” persons within the meaning
of the Act shall be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by
the Agent to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


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


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


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


Section 30.               Termination
and Resignation of Agent.(a)The Agent may be terminated at any time upon ten (10) days prior written notice from the
Lead Securitization Note Holder. If the Agent is terminated pursuant to this Section 30, all of its rights and obligations under
this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination.


(b)       The
Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the
Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to
the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. JPM, 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 JPM without any further




    49 


    


    

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.


Section 31.               Resizing.
Notwithstanding any other provision of this Agreement, for so long as an Initial Note Holder or an affiliate of an Initial Note
Holder (the “Resizing Holder”) is the owner of any Non-Lead Securitization Note (the “Owned Note”)
and such Owned Note is not included in a Securitization, such Resizing Holder shall have the right, subject to the terms of the
Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in either
case, “New Notes”) reallocating the principal of the Owned Note to such New Notes or severing the Owned Note
into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal
balance of the Owned Note; provided that (i) the aggregate principal balance of all outstanding New Notes following such
amendments is no greater than the aggregate principal of the Owned Note prior to such amendments, (ii) all Notes continue to have
the same weighted average interest rate as the Notes prior to such amendments or re-allocations, (iii) all Notes pay pro rata
and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this
Agreement, (iv) the Resizing Holder holding the New Notes shall notify the Lead Securitization Note Holder, the Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts,
and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note
Holder so requests, the Resizing Holder (and any subsequent holder of such Notes) shall execute a confirmation of the continuing
applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications
pursuant to the Lead 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 the other Notes. In connection with the foregoing (provided the conditions
set forth in (i) through (v) above are satisfied, with respect to (i) through (iv), as certified by the Resizing Holder, on which
certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the
Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose
of reflecting such reallocation of principal. If more than one New Note is created hereunder, for purposes of exercising the rights
of the Non-Controlling Note Holders hereunder, the “Non-Controlling Note Holder” of such New Notes shall be as provided
in the definition of such term in this Agreement.


[SIGNATURE
PAGE FOLLOWS]




    50 


    


    

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




    (Co-Lender Agreement Kings Plaza)


    


    




	 	Initial Note 1 Holder
	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association
	 	 
	 	By:  	/s/ Harris Rendelstein
	 	 	Name:  	Harris Rendelstein
	 	 	Title:	Vice President







 





    [Signature page to Kings Plaza Co-Lender Agreement]


    


    

 





	 	Initial Note 2 Holder
	 	 
	 	SOCIETE GENERALE FINANCIAL CORPORATION, a Delaware corporation
	 	 
	 	By:  	/s/ Justin Cappuccino
	 	 	Name:  	Justin Cappuccino
	 	 	Title:	Vice President









    [Signature page to Kings Plaza Co-Lender Agreement]


    


    




	 	Initial Note 3 Holder
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association
	 	 
	 	By:  	/s/ Jeff Cirillo
	 	 	Name:  	Jeff Cirillo
	 	 	Title:	Managing Director












    [Signature page to Kings Plaza Co-Lender Agreement]


    


    

EXHIBIT A


MORTGAGE LOAN SCHEDULE


Description of Mortgage Loan



	Mortgage Loan Borrower:	Brooklyn Kings Plaza LLC and Kings Plaza Ground Lease LLC
	Date of Mortgage Loan: 	December 3, 2019
	Date of Notes: 	December 3, 2019
	Original Principal Amount of Mortgage Loan:	$487,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$487,000,000
	Initial Note A-1-1 Principal Balance:	$70,000,000.00
	Initial Note A-1-2 Principal Balance:	$50,000,000.00
	Initial Note A-1-3 Principal Balance:	$30,000,000.00
	Initial Note A-1-4 Principal Balance:	$21,108,108.10
	Initial Note A-2-1 Principal Balance:	$60,000,000.00
	Initial Note A-2-2 Principal Balance:	$50,000,000.00
	Initial Note A-2-3 Principal Balance:	$35,000,000.00
	Initial Note A-2-4 Principal Balance	$12,945,945.95
	Initial Note A-3-1 Principal Balance:	$50,000,000.00
	Initial Note A-3-2 Principal Balance:	$50,000,000.00
	Initial Note A-3-3 Principal Balance:	$32,945,945.95
	Initial Note A-3-4 Principal Balance	$25,000,000.00
	Location of Mortgaged Property:	5100 Kings Plaza, Brooklyn, NY 11234
	Scheduled Maturity Date:	January 1, 2030




 


 




    A-1


    


    

EXHIBIT B


1.       Initial
Note 1 Holder:


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Kunal K. Singh

Email:  US_CMBS_Notice@jpmorgan.com


with a copy to:


JPMorgan Chase Bank, National Association

4 New York Plaza, 21st Floor

New York, NY 10004-2413

Attention: SPG Legal

Email: US_CMBS_Notice@jpmorgan.com


with a copy to:



Cadwalader Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: David Burkholder

Email: David.Burkholder@cwt.com


2.       Initial
Note 2 Holder:


Societe Generale Financial Corporation

245 Park Avenue

New York, New York 10167

Attention: CMBS COO

Facsimile No.: 1-201-839-8150


 




    B-1


    


    

3.       Initial Note 3 Holder:


 


Wells Fargo Bank, National Association


375 Park Avenue, 2nd Floor


J0127-023


New York, New York 10152


Attention: A.J. Sfarra


Email: Anthony.sfarra@wellsfargo.com


with a copy to:


 


Troy Stoddard, Esq.


Senior Counsel


Wells Fargo Legal Department, D1086-341


550 S. Tryon St., 34th Floor


Charlotte, North Carolina 28202


Email: troy.stoddard@wellsfargo.com


and


Alston & Bird LLP


2200 Ross Ave., Ste. 2300


Dallas, Texas 75201


Attn: Mike Jewesson


Email: mike.jewesson@alston.com


 




    B-2


    


    

 


EXHIBIT C


 


 


1. Apollo Global Real Estate


2. Archon Capital, L.P.


3. AREA Property Partners


4. BlackRock, Inc.


5. The Blackstone Group International Ltd.


6. Capital Trust, Inc.


7. Clarion Partners


8. Colony Capital, Inc.


9. DLJ Real Estate Capital Partners


10. Eightfold Real Estate Capital, L.P.


11. Fortress Investment Group LLC


12. Garrison Investment Group


13. Goldman, Sachs & Co.


14. iStar Financial Inc.


15. J.E. Roberts Companies


16. Lend-Lease Real Estate Investments


17. LoanCore Capital


18. Lonestar Funds


19. Praedium Group


20. Raith Capital Partners, LLC


21. Rialto Capital Management, LLC


22. Rialto Capital Advisors, LLC


23. Rockpoint Group


24. Starwood Capital/Starwood Financial Trust


25. Torchlight Investors


26. Walton Street Capital, LLC


27. Westbrook Partners


28. WestRiver Capital


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


 






    C-1