Exhibit 4.14


 


EXECUTION VERSION





AGREEMENT BETWEEN NOTEHOLDERS


Dated as of November 26, 2019 by and among


CITI REAL ESTATE FUNDING INC.


(Initial Note A-1 Holder and Initial
Note A-4 Holder)


GOLDMAN SACHS BANK USA


(Initial Note A-2 Holder and Initial
Note A-5 Holder)


BARCLAYS CAPITAL REAL ESTATE INC.


(Initial Note A-3 Holder and Initial
Note A-6 Holder)


BMO HARRIS BANK N.A.


(Initial Note A-7 Holder)


and


CITI REAL ESTATE FUNDING INC.


(Initial Note B-1 Holder)


GOLDMAN SACHS BANK USA


(Initial Note B-2 Holder)


BARCLAYS CAPITAL REAL ESTATE INC.


(Initial Note B-3 Holder)


BMO HARRIS BANK N.A.


(Initial Note B-4 Holder)


650 Madison Avenue




     


     


    

THIS AGREEMENT BETWEEN
NOTEHOLDERS, dated as of November 26, 2019 by and between CITI REAL ESTATE FUNDING INC. (together with its successors and assigns
in interest, “CREFI”), a New York limited partnership (in its capacity as initial owner of Note A-1-1, Note
A-1-2 and Note A-4, the “Initial CREFI Note A Holder”, and in its capacity as the initial agent, the “Initial
Agent”), GOLDMAN SACHS BANK USA, (together with its successors and assigns in interest “GS Bank”),
a New York chartered bank (in its capacity as initial owner of Note A-2 and Note A-5, the “Initial GS Bank Note A Holder”),
BARCLAYS CAPITAL REAL ESTATE INC. (together with its successors and assigns in interest, “BCREI”), a Delaware
corporation (in its capacity as initial owner of Note A-3 and Note A-6, the “Initial BCREI Note A Holder”),
BMO HARRIS BANK N.A. (together with its successors and assigns in interest, “BMO Harris”), a national banking
association (in its capacity as initial owner of Note A-7, the “Initial BMO Harris Note A Holder” and, together
with the Initial CREFI Note A Holder, the Initial GS Bank Note A Holder and the Initial BCREI Note A Holder, the “Initial
Note A Holders”), CREFI (in its capacity as initial owner of Note B-1, the “Initial Note B-1 Holder”),
GS Bank (in its capacity as initial owner of Note B-2, the “Initial Note B-2 Holder”), BCREI (in its capacity
as initial owner of Note B-3, the “Initial Note B-3 Holder”) and BMO Harris (in its capacity as initial owner
of Note B-4, the “Initial Note B-4 Holder”, and, together with the Initial Note B-1 Holder, the Initial Note
B-2 Holder and the Initial Note B-3 Holder, the “Initial Subordinate Noteholders”, and the Initial Subordinate
Noteholders together with the Initial Note A Holders, the “Initial Noteholders”).


W I T N E S S E T H:


WHEREAS, pursuant
to the Mortgage Loan Agreement (as defined herein), CREFI, GS Bank, BCREI and BMO Harris co-originated a certain loan (the “Mortgage
Loan”) described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the
mortgage loan borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced,
inter alia, by eleven promissory notes: Note A-1, with an original principal balance of $292,900,000 (“Original Note A-1”),
Note A-2, with an original principal balance of $146,450,000 (“Original Note A-2”), Note A-3, with an original
principal balance of $146,450,000 (“Original Note A-3”), Note A-4, with an original principal balance of $145,450,000
(“Original Note A-4”), Note A-5, with an original principal balance of $400,000 (“Original Note A-5”),
Note A-6, with an original principal balance of $200,000 (“Original Note A-6”), Note A-7, with an original principal
balance of $200,000 (“Original Note A-7”), Note B-1, with an original principal balance of $85,280,000 (“Original
Note B-1”), Note B-2, with an original principal balance of $42,640,000 (“Original Note B-2”), Note
B-4, with an original principal balance of $42,640,000 (“Original Note B-3”) and Note B-4, with an original
principal balance of $42,640,000 (“Original Note B-4” and, each of Original Note A-1, Original Note A-2, Original
Note A-3, Original Note A-4, Original Note A-5, Original Note A-6, Original Note A-7, Original Note B-1, Original Note B-2, Original
Note B-3 and Original Note B-4 (as amended, modified or supplemented), a “Note”) made by the Mortgage Loan Borrower
in favor of the applicable Initial Noteholder.


WHEREAS, CREFI, GS
Bank, BCREI, BMO Harris and the Mortgage Loan Borrower have agreed, pursuant to that certain Note Splitter and Loan Agreement Modification
Agreement, dated as of December 9, 2019 between such parties, to split Original Note A-1 into




     


     


    

 


two promissory notes
and the Mortgage Loan Borrower has executed and delivered to CREFI two promissory notes designated as Note A-1-1, in the original
principal amount of $50,000,000 and Note A-1-2, in the original principal amount of $242,900,000 (each as amended, modified or
supplemented, a “Note”) and made by the Mortgage Loan Borrower in favor of the Initial CREFI Note A Holder;


WHEREAS, each Note
shall be referred to herein by its “Note Designation” as set forth in the chart below;


	
        Note
        Designation
	
        Original
        Principal Balance

	Note A-1-1	$50,000,000
	Note A-1-2	$242,900,000
	Note A-2	$146,450,000
	Note A-3	$146,450,000
	Note A-4	$400,000
	Note A-5	$200,000
	Note A-6	$200,000
	Note A-7	$200,000
	Note B-1	$85,280,000
	Note B-2	$42,640,000
	Note B-3	$42,640,000
	Note B-4	$42,640,000


WHEREAS, CREFI intends
(but is not required) to transfer Note A-1-1 to Citigroup Commercial Mortgage Securities Inc.;


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


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


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


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


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


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




    2 


     


    

 


“Additional
Servicing Expenses” shall mean (a) all Property Protection Advances, fees and/or expenses incurred by and reimbursable
to any Servicer, Trustee, Certificate Administrator or fiscal agent pursuant to the Servicing Agreement relating solely to the
Mortgage Loan, and (b) all interest accrued on Advances made by (x) any Servicer or Trustee in accordance with the terms of the
Servicing Agreement or (y) any Non-Lead Servicer or Non-Lead Trustee in accordance with the terms of the Non-Lead Securitization
Servicing Agreement.


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


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


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


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


“Agent Office”
shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement is located at
Citi Real Estate Funding Inc., 388 Greenwich Street, 6th Floor, New York, New York 10013, Attention: Richard Simpson, Facsimile
number: (646) 328-2943, with an electronic copy emailed to: richard.simpson@citi.com, with copies to: Citi Real Estate Funding
Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Raul Orozco, Facsimile number: (347) 394-0898, with
an electronic copy emailed to: raul.d.orozco@citi.com, and Citi Real Estate Funding Inc., 388 Greenwich Street, 17th Floor, New
York, New York 10013, Attention: Ryan M. O’Connor, Facsimile number: (646) 862-8988, with an electronic copy emailed to:
ryan.m.oconnor@citi.com, and which is the address to which notices to and correspondence with the Agent should be directed. The
Agent may change the address of its designated office by notice to the Noteholders.


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


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


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




    3 


     


    

 


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


“Asset Representations
Reviewer” shall mean the asset representations reviewer, if any, appointed pursuant to the Lead Securitization Servicing
Agreement.


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


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


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


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


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


“Borrower
Restricted Party” means, individually or collectively, as the context may require, (i) the Borrower, the sponsors of
the Borrower or the Property, any borrower under a related mezzanine loan, any guarantor, any operating lessee or any property
manager, or any of their respective managers, servicers, agents or affiliates, (ii) a Restricted Holder, (iii) any person controlling
or controlled by or under common control with the Borrower, the sponsors, any borrower under a related mezzanine loan, any guarantor,
any operating lessee or any property manager or a Restricted Holder, as applicable, or (iv) any shareholder, partner, member or
non-member manager, or any direct or indirect legal or beneficial owner of any interest in the Borrower, the sponsors, any borrower
under a related mezzanine loan, any guarantor, any operating lessee, any property manager or a Restricted Holder. For the purposes
of this definition, “control” when used with respect to any specific person means the power to direct the management
and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise
and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


“Business
Day” shall have the meaning assigned to such term in the Servicing Agreement or Non-Lead Securitization Servicing Agreement,
as applicable.


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


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




    4 


     


    

 


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


“Collection
Account” shall mean the trust account or accounts (including any sub-accounts) created and maintained by the Master Servicer.


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


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


“Conduit”
shall have the meaning assigned to such term in Section 16(f).


“Conduit
Credit Enhancer” shall have the meaning assigned to such term in Section 16(f).


“Conduit
Inventory Loan” shall have the meaning assigned to such term in Section 16(f).


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


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


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


(b)       25%
of the remainder of (i) the initial Principal Balance of the B Note set forth on the Mortgage Loan Schedule less (ii) any payments
of principal (whether as principal prepayments or otherwise) allocated to, and received by, the Subordinate Noteholders after the
date of its creation.


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


“Controlling
Noteholder” shall mean as of any date of determination:


(i)       the
holder of Note B-1, unless a Control Appraisal Period has occurred and is continuing; or




    5 


     


    

 


 


(ii)       if
a Control Appraisal Period has occurred and is continuing, the holder of Note A-1-1;


provided that,
if the holder of Note B-1 would be the Controlling Noteholder pursuant to the terms hereof, but any interest in Note B-1 is held
by a Borrower Restricted Party, or a Borrower Restricted Party would otherwise be entitled to exercise the rights of the Controlling
Noteholder in respect of Note B-1, a Control Appraisal Period shall be deemed to have occurred. Further, if the holder of Note
A-1-1 would be the Controlling Note Holder pursuant to the terms hereof, but any interest in Note A-1-1 is held by a Borrower Party,
or a Borrower Party would otherwise be entitled to exercise the rights of Controlling Note Holder with respect to Note A-1-1, there
shall be no Controlling Noteholder. Further, no representative of a Controlling Note Holder may be a Borrower Restricted Party.
At any time Note A-1-1 is the Controlling Noteholder and is included in a securitization, references to the “Controlling
Noteholder” herein shall mean the holders of the majority of the class of securities issued in such securitization designated
as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling
Noteholder” hereunder, as and to the extent provided in the servicing agreement governing the securitization of Note A-1-1.


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


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


“Default
Interest” shall mean with respect to any Note, interest on such Note at a rate per annum equal to interest accrued thereon
at the Default Rate in excess of the Interest Rate applicable to such Note.


“Default
Rate” shall mean with respect to any Note, the lesser of the Interest Rate plus five percent (5%) or the maximum rate
permitted by applicable law.


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


“Depositor”
shall mean the Person selected by the Lead Securitization Noteholder to create the Securitization Trust.


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


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


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


“Indemnified
Items” shall mean, collectively, any claims, losses, penalties, fines, forfeitures, reasonable 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 under the Servicing Agreement.




    6 


     


    

 


 


“Indemnified
Parties” shall mean, collectively, (i) as and to the same extent the Lead Securitization Trust is required to indemnify
each of the following parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the
Servicing Agreement, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, any Operating
Advisor, any 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 Servicing Agreement in respect of other mortgage loans)
and (ii) the Lead Securitization Trust.


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


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


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


“Initial
Noteholder” as to any Note shall mean either the Initial Note A Holder or the Initial Subordinate Noteholders as is designated
the “Holder” in the table set forth in the preamble to this Agreement.


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


“Initial
Subordinate Noteholder” and “Initial Subordinate Noteholders” shall have the meaning assigned to such
term in the preamble to this Agreement.


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


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


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




    7 


     


    

 


 


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


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


“Junior Operating
Advisor” shall mean, with respect to the Mortgage Loan, the advisor appointed pursuant to Section 5(a).


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


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


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


“Lead Securitization
Note” shall mean Notes A-4 and B-1.


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


“Lead Securitization
Servicing Agreement” shall mean a trust and servicing agreement, subject to Section 2 hereof, to be entered
into in connection with the Lead Securitization, by and among (a) the Person who serves as Trustee from and after the Lead
Securitization Date, (b) the Person who serves as Servicer from and after the Lead Securitization Date, (c) the Person
which serves as Special Servicer from and after the Lead Securitization Date, (d) the Person who serves as Certificate Administrator
from and after the Lead Securitization Date and (e) the Depositor, and any other additional Persons that may be party to such
pooling and servicing agreement; provided it is acknowledged that such agreement is subject in all respects to changes (i) required
by the Code relating to the tax elections of the related Securitization Trust (ii) required by law or changes in any law, rule
or regulation and (iii) requested by the Rating Agencies or any purchaser of subordinate certificates. The Accepted Servicing
Practices in the Lead Securitization Servicing Agreement shall require, among other things, that each Servicer, in servicing the
Mortgage Loan, must take into account the interests of each Noteholder (taking into account that the Subordinate Notes are junior
to the A Notes as and to the extent provided herein).


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




    8 


     


    

 


 


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


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


“Major Decisions”
shall have the meaning given to such term or any one or more analogous terms in the Servicing Agreement; provided that at any time
that the Lead Securitization Note 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 Mortgage Loan) 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 Documents or any extension of the maturity date of the Mortgage Loan;


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


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


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


(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 or any determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause with respect
to the Mortgage Loan or any consent to such a waiver or any consent to a transfer of all or any portion of the Mortgaged Property
or of any direct or indirect legal or beneficial interests in the Mortgage Loan Borrower;


(viii)       any
incurrence of additional debt by the Mortgage Loan Borrower or any mezzanine financing by any direct or indirect beneficial owner
of the Mortgage




    9 


     


    

 


Loan Borrower
(to the extent that the lender has consent rights pursuant to the related Mortgage Loan Documents);


(ix)       any
material modification, waiver or amendment of an intercreditor agreement, co-lender agreement 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;


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


(xi)       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;


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


(xv)       any
modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and nondisturbance
or attornment agreement in connection with any lease, at a Mortgaged Property if it would be a Material Lease (as defined in the
Mortgage Loan Agreement).


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


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




    10 


     


    

 


 


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


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


“Morningstar”:
Morningstar Credit Ratings, LLC, or any of its successors in interest, assigns, and/or changed entity name or designation resulting
from any acquisition by Morningstar, Inc. or other similar entity of Realpoint LLC.


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


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


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of November 26, 2019, between the Mortgage Loan Borrower, as
borrower, and the Initial Noteholders, as lender, as the same may be further amended, restated, supplemented or otherwise modified
from time to time, subject to the terms hereof.


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


“Mortgage
Loan Borrower Related Party” shall have the meaning assigned to such term in Section 15.


“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 given thereto in the recitals.


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


“Net Interest
Rate” shall mean with respect to any Note, the Interest Rate for such Note minus the Servicing Fee Rate applicable to
such Note.


“Non-Controlling
Note” shall mean the interest of each Non-Controlling Noteholder in its Note.


“Non-Controlling
Noteholder” shall mean each Noteholder other than the Controlling Noteholder; provided that, if at any time a
Non-Controlling Note (or, at any time a Non-Lead Securitization Note is included in a Securitization, the related Non-Lead Securitization
Subordinate Class Representative) is held by a Borrower Restricted Party, no Person shall be entitled to exercise the rights of
such Non-Controlling Noteholder with respect to such Non-Controlling Note.


“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




    11 


     


    

 


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 Master Servicer on behalf of the Noteholders to make such payments free of any obligation
or liability for withholding.


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


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


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


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


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


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


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


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


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


“Non-Lead
Securitization Noteholder” shall mean each Note A Holder other than a Lead Securitization Note, provided that
at any time an A Note that is not a Lead Securitization Note is included in a Securitization other than the Lead Securitization,
references to the “Non-Lead Securitization Noteholder” herein shall mean the Non-Lead Securitization Subordinate Class
Representative under the related Non-Lead Securitization Servicing Agreement, as and to the extent provided in the related Non-Lead
Securitization Servicing Agreement and as to the identity of which the Lead Securitization Noteholder (and the Master Servicer
and the Special Servicer) has been given written notice. The Lead Securitization Noteholder (or the Master Servicer or the Special
Servicer acting on its behalf) shall not be required at any time to deal with more than one party exercising the rights of a “Non-Lead
Securitization Noteholder” herein or under the Servicing Agreement and, to the extent that the related Non-Lead Securitization
Servicing Agreement assigns such rights to more than one party, for purposes of this Agreement, the Non-Lead Securitization Servicing
Agreement shall designate one party to deal with the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer
acting on its behalf) and provide written notice of such designation to the Lead Securitization Noteholder (and the Master




    12 


     


    

 


Servicer and the Special
Servicer acting on its behalf) (such party, the related “Non-Lead Securitization Noteholder Representative”);
provided that, in the absence of such designation and notice, the Lead Securitization Noteholder (or the Master Servicer
or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written notice
as having been designated as the Non-Lead Securitization Noteholder Representative with respect to such Non-Controlling Note for
all purposes of this Agreement.


Prior to Securitization
of any Non-Lead Securitization Note by the related Non-Lead Securitization Noteholder (including any New Notes), all notices, reports,
information or other deliverables required to be delivered to such Non-Lead Securitization Noteholder pursuant to this Agreement
or the Servicing Agreement by the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its
behalf) only need to be delivered to each Non-Lead Securitization Noteholder Representative and, when so delivered to each Non-Lead
Securitization Noteholder Representative, the Lead Securitization Noteholder (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 Servicing
Agreement. Following Securitization of any Non-Lead Securitization Notes by the related Non-Lead Securitization Noteholder, all
notices, reports, information or other deliverables required to be delivered to such Non-Lead Securitization Noteholder pursuant
to this Agreement or the Servicing Agreement by the Lead Securitization Noteholder (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 related 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 Noteholder (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 Servicing Agreement.


“Non-Lead
Securitization Noteholder Representative” shall have the meaning assigned to such term in the definition of “Non-Lead
Securitization Noteholder”.


“Non-Lead
Securitization Servicing Agreement” shall mean the servicing agreement for the related Non-Lead Securitization.


“Non-Lead
Securitization Subordinate Class Representative” shall mean the holders of the majority of the class of securities issued
in a Non-Lead Securitization designated as the “controlling class” pursuant to the related Non-Lead Securitization
Servicing Agreement or their duly appointed representative; provided that if 50% or more of the class of securities issued
in any Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the
rights to exercise the rights of the “Controlling Noteholder” is held by a Borrower Restricted Party, no person shall
be entitled to exercise the rights of the related Non-Lead Securitization Subordinate Class Representative.


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




    13 


     


    

 


 


“Non-Lead
Servicer” shall mean, in respect of any Non-Lead Securitization Note, the related Non-Lead Master Servicer or related
Non-Lead Special Servicer, as applicable.


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


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


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


“Note A Holder(s)”
shall mean the Noteholder(s) of A Notes.


“Note Pledgee”
shall have the meaning assigned to such term in Section 16(e).


“Note Register”
shall have the meaning assigned to such term in Section 18.


“Noteholder”
shall mean with respect to any Note, the Initial Noteholder thereof, or any subsequent holder of such Note, together with its successors
and assigns.


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


“Percentage
Interest” with respect to any Note shall mean a fraction, expressed as a percentage, the numerator of which is the Principal
Balance of such Note and the denominator of which is the sum of the Principal Balances of all Notes.


“Permitted
Fund Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached
hereto and made a part hereof or any other nationally-recognized manager of investment funds investing in debt or equity interests
relating to commercial real estate, (ii) investing through a fund or funds with committed capital of at least $500,000,000 and
(iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


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


“Pledge”
shall have the meaning assigned to such term in Section 16(e).


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


“Principal
Balance” with respect to any Note as of any date of determination shall mean the initial principal balance set forth
on the Mortgage Loan Schedule, less any payments of principal thereon or reductions in such amount pursuant to Sections 3
or Section 4, as applicable.




    14 


     


    

 


 


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


“Property
Protection Advances” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous
term used in the Servicing Agreement or Non-Lead Securitization Servicing Agreement, as applicable.


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


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


(b)       one
or more of the following:


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


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


(iii)       a
Qualified Trustee (or in the case of a CDO, a single purpose bankruptcy remote entity which contemporaneously assigns or pledges
its Note, or a participation interest therein (or any portion thereof) to a Qualified Trustee) in connection with (a) a securitization
of, (b) the creation of collateralized debt obligations (“CDO”) secured by, or (c) a financing through an “owner
trust” of, a Note (any of the foregoing, a “Securitization Vehicle”), provided that (1) one or more classes
of securities issued by such Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies
which assigned a rating to one or more classes of securities issued in connection with such securitization (it being understood
that with respect to any Rating Agency that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating
Agency Confirmation will not be required in connection with a transfer of such Note to such Securitization Vehicle); (2) in the
case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle has a Required Special
Servicer Rating or is otherwise acceptable to the Rating Agencies rating each Securitization (such entity, an “Approved
Servicer”) and such Approved Servicer is required to




    15 


     


    

 


service and administer
such Note in accordance with servicing arrangements for the assets held by the Securitization Vehicle which require that such Approved
Servicer act in accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person;
or (3) in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust
Vehicle that is not administered and managed by a CDO Asset Manager which is a Qualified Institutional Lender, are each a Qualified
Institutional Lender under clauses (i), (ii), (iii), (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 $500,000,000, in which (A) the applicable Noteholder, (B) a person that is otherwise a Qualified Institutional Lender
under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities referred to in clause (i) or
(ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager responsible for the
day-to-day management and operation of such investment vehicle and provided that at least 50% of the equity interests in such investment
vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Institutional Lenders (without
regard to the capital surplus/equity and total asset requirements set forth below in the definition), or


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


(vi)       in
the case of any entity referred to in clause (b)(i), (b)(ii), (b)(iii)(a), (b)(iv)(B) or (b)(v) of this definition, (x) such entity
has at least $200,000,000 in capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory
firm, asset manager or similar fiduciary) and at least $500,000,000 in total assets (in name or under management), and (y) is regularly
engaged in the business of making or owning commercial real estate loans (or interests therein) similar to the Mortgage Loan (or
mezzanine loans with respect thereto) or owning junior CMBS securities or owning or operating commercial real estate properties;
provided 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


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


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




    16 


     


    

 


 


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


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


“Rating Agencies”
shall mean any of (a) S&P, (b) Moody’s, (c) Fitch, (d) DBRS, (e) KBRA and (f) Morningstar or, (g) if any of such entities
shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized statistical
rating agency reasonably designated by the Depositor or a Non-Lead Depositor to rate the securities issued in connection with the
Securitization of any A Note; provided, however, that, at any time during which any A Note is an asset of one or more Securitizations,
“Rating Agencies” or “Rating Agency” shall mean only those rating agencies that are engaged by the Depositor
or such Non-Lead Depositor, as applicable, from time to time to rate the securities issued in connection with the Securitization
of such Note.


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


“Redirection
Notice” shall have the meaning assigned to such term in Section 16(e).


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


“Relative
Spread” with respect to any Note and any date of determination shall mean the ratio of the Interest Rate of such Note
to the weighted average as of such date of determination (prior to taking into account any payments made on account of principal
as of such date) of the Interest Rates on all the Notes based on their Principal Balances.


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


“REMIC Provisions”
shall mean provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A
through 860G of subchapter M of Chapter 1 of the Code, and related provisions, and regulations (including any




    17 


     


    

 


applicable proposed
regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


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


“Required
Special Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more loans included
in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date
of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special
servicer of such commercial mortgage loans, (iv) in the case of Morningstar, either (a) the applicable replacement has a special
servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar,
is currently acting as a special servicer on a deal or transaction-level basis for all or a significant portion of the related
mortgage loans in other CMBS transactions rated by any of S&P, Moody’s, Morningstar, Fitch, DBRS or KBRA and the trustee
does not have actual knowledge that Morningstar has, and the replacement special servicer certifies that Morningstar has not, with
respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating or ratings on one or more classes of
such CMBS transaction citing servicing concerns of the applicable replacement as the sole or material factor in such rating action,
(v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities in a transaction serviced by such special servicer prior to the time of determination, and (vi) in the case of DBRS,
such special servicer is currently acting as special servicer for one or more loans included in a commercial mortgage loan securitization
that is rated by DBRS, and DBRS has not downgraded or withdrawn the then-current rating on any class of commercial mortgage-backed
securities or placed any class of commercial mortgage-backed securities on watch citing the continuation of such special servicer
as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to
the time of determination.


“Restricted
Holder” means any holder of a related mezzanine loan (or any affiliate, manager or agent thereof) or an owner of any
interest in any related mezzanine loan (whether legally, beneficially or otherwise, including as a holder of a note evidencing
a related mezzanine loan, a holder of a participation interest in a related mezzanine loan or a beneficial owner of any interest
in a related mezzanine loan or any securities collateralized by a related mezzanine loan) (a) as to which an event of default has
occurred under such mezzanine loan giving rise to an automatic acceleration of such mezzanine loan or the right of the lender thereunder
to accelerate such mezzanine loan or (b) as to which foreclosure proceedings against the related collateral have been initiated.




    18 


     


    

 


 


“Reverse
Sequential Order” shall mean (a) first, to the reduction of the Principal Balance of each of the B Notes, on a
Pro Rata and Pari Passu Basis, until the Principal Balance of each such B Note is reduced to zero; and (b) second, to the
reduction of the Principal Balance of each of the A Notes, on a Pro Rata and Pari Passu Basis, until the Principal Balance of each
such Note is reduced to zero.


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


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


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


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


“Securitization”
shall mean one or more sales by the holder of an A Note 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
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which an A Note is held.


“Sequential
Order” shall mean (a) first, to the reduction of the Principal Balance of each A Note, on a Pro Rata and Pari
Passu Basis, until the Principal Balance of each such Note is reduced to zero; and (b) second, to the reduction of the Principal
Balance of each B Note, on a Pro Rata and Pari Passu Basis, until the Principal Balance of each such Note is reduced to zero.


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


“Servicing
Agreement” shall mean, with respect to the Mortgage Loan, the Lead Securitization Servicing Agreement, together with
any amendment, restatement, supplement, replacement or modification thereto entered into in accordance with the terms hereof or
thereof.




    19 


     


    

 


 


“Servicing
Fee Rate” shall be the per annum rate at which primary servicing fees are payable in respect of the Mortgage Loan as
set forth in the Servicing Agreement. The Servicing Fee Rate shall not reflect any master servicing fees payable by any Noteholder.


“Servicing
Transfer Event” shall have the meaning assigned to such term (or any term similar thereto including “Specially
Serviced Loan”) in the Servicing Agreement or such other analogous term used in the Servicing Agreement.


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


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


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


“Subordinate
Notes” shall mean the B Notes.


“Subordinate
Noteholder(s)” or “Note B Holder(s)” shall mean any Noteholders of the B Notes.


“Substitute
Servicing Agreement” means a servicing agreement that contains servicing provisions which are the same as or more favorable
to the Non-Lead Noteholders, in substance, to those in the 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 “Servicing Agreement”
shall mean such subsequent servicing agreement; provided, however, that if a Non-Lead Securitization Note is in a Securitization,
then a Rating Agency Confirmation shall have been obtained from each Rating Agency with respect to such subsequent 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 mean any sale, assignment, transfer, pledge, syndication, participation, hypothecation, contribution, encumbrance or other
disposition (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar
agreement, excluding a repurchase financing or a Pledge in accordance with Section 16(e)).


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


“U.S. Person”
shall mean a citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable
Treasury Regulations) created or organized in or under the laws of the United States, any State thereof or the District of Columbia,
including any entity treated as a corporation or partnership for federal income tax purposes, or an




    20 


     


    

 


estate whose income
is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able
to exercise primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority to
control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, a trust in existence
on August 20, 1996 that is eligible to elect to be treated as a U.S. Person).


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


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


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


Section 2.Servicing.


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




    21 


     


    

 


Mortgage Loan in accordance
with the Accepted Servicing Practices, this Agreement, the terms of the Mortgage Loan Documents, the Servicing Agreement, any intercreditor
agreement and applicable law, and shall not take any action or refrain from taking any action or follow any direction inconsistent
with the foregoing.


(b)       Each
Subordinate Noteholder shall not be entitled to exercise any rights of the “directing holder”, “controlling or
consulting class,” “controlling class representative” or any analogous class or holder of Certificates (as defined
in the Lead Securitization Servicing Agreement) under the Servicing Agreement except to the extent such Subordinate Noteholder
is given such rights expressly under the terms of this Agreement or the Servicing Agreement in its capacity as the Controlling
Noteholder, and in no event may any such “directing holder”, controlling, consenting or consulting class or analogous
class or holder of certificates backed solely by A Notes under the Servicing Agreement have any of the rights of the Controlling
Noteholder hereunder except during a Control Appraisal Period.


(c)       The
Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent
provided in the Lead Securitization Servicing Agreement) (i) shall be required to make Property Protection Advances with respect
to the Mortgage Loan, subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, and (ii) may be required
to make principal and interest Advances on any Note in the Lead Securitization, if and to the extent provided in the Lead Securitization
Servicing Agreement and this Agreement. 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 principal and interest Advance it has made with respect to the Lead Securitization
Note within two (2) Business Days of making such Advance. The Master Servicer, the Special Servicer and the Trustee, as applicable,
will be entitled to reimbursement for a Servicing Advance, first from funds on deposit in each of the Collection Account and the
Companion Distribution Account that (in any case) represent amounts received on or in respect of the Mortgage Loan in the manner
provided in the Lead Securitization Servicing Agreement, and then, in the case of Nonrecoverable Advances, if such funds on deposit
in the Collection Account and Companion Distribution Account are insufficient, from general collections of the Lead Securitization
as provided in the Lead Securitization Servicing Agreement and from general collections of each Non-Lead Securitization as provided
below. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to reimbursement for Advance
Interest Amounts on a Servicing Advance or a Nonrecoverable Advance, in the manner and from the sources provided in the Lead Securitization
Servicing Agreement, including from general collections of the Lead Securitization and, in the case of Servicing Advances, from
general collections of the Non-Lead Securitization as provided below. Notwithstanding the foregoing, to the extent the Master Servicer,
the Special Servicer or the Trustee, as applicable, obtains funds from general collections of the Lead Securitization as a reimbursement
for a Nonrecoverable Advance or any Advance Interest Amounts on a Servicing Advance or a Nonrecoverable Advance, the Non-Lead Securitization
Noteholder (including from general collections or any other amounts from the Non-Lead Securitization Trust) shall be required to,
promptly following notice from the Master Servicer, reimburse the Lead Securitization for its pro rata share of such Nonrecoverable
Advance or Advance Interest Amounts. If the Master Servicer determines that a proposed principal and interest Advance with respect
to the Lead Securitization Note or Servicing Advance with respect to the Mortgage Loan, if made, or any outstanding principal and
interest Advance or Servicing Advance previously made, would be, or is, as applicable, a Nonrecoverable Advance (as




    22 


     


    

 


defined in the Lead
Securitization Servicing Agreement), the Master Servicer shall provide the Non-Lead Master Servicer written notice of such determination
promptly after such determination was made together with such reports that the Master Servicer delivered to the Special Servicer
or Trustee in connection with notification of its determination of nonrecoverability.


In addition, the Non-Lead
Securitization Noteholder (including, but not limited to, the Non-Lead Securitization Trust) shall be required to, promptly following
notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization for the Non-Lead Securitization
Noteholder’s pro rata share of any Trust Fund Expenses with respect to the Mortgage Loan or the Mortgaged Property,
any other fees, costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan and allocable
to the Note A Holders pursuant to this Agreement and as to which the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee or the Depositor, as applicable, is entitled to be reimbursed pursuant to the Lead Securitization Servicing Agreement,
and any fees, costs or expenses related to obtaining a Rating Agency Confirmation and allocated to the Note A Holders, in each
case to the extent amounts on deposit in the Companion Distribution Account that are allocated to the Non-Lead Securitization Note
are insufficient for reimbursement of such amounts (which such reimbursement shall be made, if the 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). The Non-Lead Securitization Noteholder agrees to indemnify (as and to the same extent the Lead Securitization Trust is
required to indemnify each of the Indemnified Parties) against any Indemnified Items to the extent of its pro rata share
of such Indemnified Items, and to the extent amounts on deposit in the Companion Distribution Account that are allocated to the
Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the Non-Lead Securitization Noteholder shall be
required to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse each of the applicable
Indemnified Parties for its pro rata share of the insufficiency (including, if the 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).


The Non-Lead Master
Servicer may be required to make principal and interest Advances on a Non-Lead Securitization Note, from time to time, subject
to the terms of the Non-Lead Securitization Servicing Agreement, the Lead Securitization Servicing Agreement and this Agreement.
The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determination
with respect to a principal and interest 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 Non-Lead Master Servicer and the Non-Lead
Special Servicer and the Non-Lead Trustee, as applicable, shall be entitled to make their own recoverability determination with
respect to a principal and interest Advance to be made on a Non-Lead Securitization Note based on the information that they have
on hand and in accordance with the Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable,
and the Non-Lead Master Servicer or the Non-Lead Trustee shall be required to notify each other servicer and trustee with respect
to a Securitization of the amount of its principal and interest Advance within two (2) Business Days of making such Advance. If
the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect to the Lead Securitization Note) or the Non-Lead
Master Servicer, the Non-Lead Special Servicer or the Non-Lead Trustee, as applicable (with respect to a Non-Lead Securitization
Note),




    23 


     


    

 


determines that a
proposed principal and interest Advance, if made, would be non-recoverable or an outstanding principal and interest Advance is
or would be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee, as applicable, subsequently determines
that a proposed Servicing Advance would be non-recoverable or an outstanding Servicing Advance is or would be non-recoverable,
then the Master Servicer or the Trustee (as provided in the Lead Securitization Servicing Agreement, in the case of a determination
of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or the Non-Lead Master Servicer or the Non-Lead
Trustee (as provided in the Non-Lead Securitization Servicing Agreement, in the case of a determination of non-recoverability by
the Non-Lead Master Servicer, the Non-Lead Special Servicer or the Non-Lead Trustee) shall notify the Master Servicer and the Trustee,
or the Non-Lead Master Servicer and the Non-Lead Trustee, as the case may be, within two (2) Business Days of making such determination.
Each of the Master Servicer, the Trustee, the Non-Lead Master Servicer and the Non-Lead Trustee, as applicable, will only be entitled
to reimbursement for a principal and interest Advance that becomes non-recoverable and Advance Interest Amounts thereon first from
the Collection Account or the Companion Distribution Account from amounts allocable to the Mortgage Loan for which such principal
and interest Advance was made, and then, if funds are insufficient, (i) in the case of the Lead Securitization Note, from general
collections of the Lead Securitization Trust, pursuant to the terms of the Lead Securitization Servicing Agreement and (ii) in
the case of the Non-Lead Securitization Note, from general collections of the Non-Lead Securitization Trust, as and to the extent
provided in the Non-Lead Securitization Servicing Agreement.


(d)       At
any time after the Securitization Date that the Lead Securitization Note is no longer subject to the provisions of the Servicing
Agreement, the Lead Securitization Noteholder shall cause the Mortgage Loan to be serviced in accordance with the servicing provisions
set forth in the Servicing Agreement or a Substitute Servicing Agreement as if such agreement was still in full force and effect
with respect to the Mortgage Loan; provided, however, that the Master Servicer under the Servicing Agreement shall have no further
obligations to advance monthly payments of principal or interest; provided, further, however, that until a replacement servicing
agreement is in place, the actual servicing of the Mortgage Loan may be performed by any nationally recognized commercial mortgage
loan servicer appointed by Lead Securitization Noteholder and the special servicer appointed by the Controlling Noteholder and
does not have to be performed by the service providers set forth under the Servicing Agreement; provided, further, however, that
until a replacement servicing agreement has been entered into, the if a Non-Lead Securitization Note becomes the subject of an
Asset Review pursuant to the related Non-Lead Securitization Servicing Agreement, the Master Servicer, the Special Servicer, the
Trustee and the Custodian shall reasonably cooperate with the Non-Lead Asset Representations Reviewer in connection with such Asset
Review by providing the Non-Lead Asset Representations Reviewer with any documents reasonably requested by the Non-Lead Asset Representations
Reviewer, but only to the extent (x) such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee
or the Custodian, as the case may be, and (y) the Non-Lead Asset Representations Reviewer has not been able to obtain such documents
from the related mortgage loan seller.


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




    24 


     


    

 


 


(f)       The
Lead Securitization Noteholder agrees that it shall cause the Lead Securitization Servicing Agreement to provide as follows (and
to the extent such 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 Monthly Interest Payment 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 Monthly Interest Payment Advance with respect to the Lead Securitization Note or
Property Protection Advance with respect to the Mortgage Loan, if made, or any outstanding Monthly Interest Payment Advance or
Servicing Advance previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer shall provide
each Non-Lead Master Servicer written notice of such determination promptly after such determination was made together with such
reports that the Master Servicer delivered to the Special Servicer or Trustee in connection with notification of its determination
of nonrecoverability;


(iii)       the
Master Servicer shall remit all payments received with respect to any Non-Lead Securitization Note, net of the servicing fees payable
to the Master Servicer and Special Servicer with respect to such Non-Lead Securitization Note, and any other applicable fees and
reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the related Non-Lead Securitization Noteholder
by the earlier of (x) the Remittance Date (as defined in the Lead Securitization Servicing Agreement) and (y) the Business Day
following the “determination date” (or any term substantially similar thereto) as defined in the related Non-Lead Securitization
Servicing Agreement (such determination date, the “Non-Lead Securitization Determination Date”), in each case,
as long as the date on which remittance is required under this clause (iii) is at least one (1) Business Day after the scheduled
monthly payment date under the Mortgage Loan Agreement;


(iv)       in
connection with the expedited remittances contemplated by the preceding clause (iii) and the expedited reporting contemplated
by the following clause (v), (A) the Special Servicer shall (x) expedite its delivery of reports to the Master Servicer
with respect to the Mortgage Loan or the Mortgaged Property (including the delivery of information contemplated by CREFC® reports
that the Special Servicer is required to deliver to the Master Servicer) so that the reports (including CREFC® reports) provided
by the Master Servicer to the Non-Lead Securitization Noteholder may include all information contemplated to be included therein
for the applicable reporting period, and (y) expedite withdrawals from accounts maintained by it and remittances to the Master
Servicer in respect of the Mortgage Loan or the Mortgaged Property so that the Master Servicer’s remittances to the Non-Lead
Securitization Noteholder contemplated by the preceding clause (iii) may include all amounts for the applicable collection
period; and (B) each party responsible under the Lead Securitization Servicing Agreement for delivering any Additional Form 10-D
Disclosure (or analogous information) to a Non-Lead Trustee or Non-Lead Depositor in respect of a Non-Lead Securitization Note
shall deliver such




    25 


     


    

 


Additional Form
10-D Disclosure (or analogous information) no later than the 5th calendar day following the distribution date for the related Non-Lead
Securitization;


(v)       with
respect to any Non-Lead Securitization Note that is held by a Securitization, the Master Servicer agrees to deliver or cause to
be delivered or to make available to the related Non-Lead Master Servicer all reports required to be delivered by the Master Servicer
to the Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement (which shall include all loan-level
reports constituting the CREFC® Investor Reporting Package (IRP)) pursuant to the terms of the Lead Securitization
Servicing Agreement, to the extent related to the Mortgage Loan, the Mortgaged Property, such Non-Lead Securitization Note, the
Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, by the earlier of (x) the Remittance Date
and (y) the Business Day following the related Non-Lead Securitization Determination Date, in each case, as long as the date on
which delivery is required under this clause (v) is at least one (1) Business Day after the scheduled monthly payment date under
the Mortgage Loan Agreement;


(vi)       the
Master Servicer and the Special Servicer, as applicable, shall provide (in electronic media) to each Non-Lead Securitization Noteholder
all documents, certificates, instruments, notices, reports, operating statements, rent rolls and other information regarding the
Mortgage Loan provided by it to the Lead Securitization Controlling Class Representative or the Operating Advisor in connection
with any request for consent made to, or consultation with, such party at the time provided to such other party;


(vii)       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 Accepted Servicing Practices;


(viii)       each
Non-Lead Securitization Noteholder shall be entitled to the same indemnity as the Lead Securitization Noteholder under the Lead
Securitization Servicing Agreement; each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Custodian shall be required to (and shall require any Servicing Function Participant or Additional Servicer
engaged by it to) indemnify each Certifying Person and the depositor of any public Other Securitization Trust, and their respective
directors and officers and controlling persons, to the same extent that they indemnify the Depositor (as depositor in respect of
the Lead Securitization) and each Certifying Person for (A) its failure to deliver the items in clause (ix) below in a timely manner,
(B) its failure to perform its obligations to such depositor or the related Non-Lead Trustee under Article XI (or any article substantially
similar thereto) of the Lead Securitization Servicing Agreement by the time required after giving effect to any applicable grace
period or cure period, (C) the failure of any Servicing Function Participant or Additional Servicer retained by it (other than
a Mortgage Loan Seller Sub-Servicer) to perform its obligations to such depositor or trustee under such Article XI (or any article




    26 


     


    

 


substantially
similar thereto) of the Lead Securitization Servicing Agreement by the time required and/or (D) any Deficient Exchange Act Deliverable
regarding, and delivered by or on behalf of, such party;


(ix)       with
respect to any Non-Lead Securitization that is subject to reporting requirements under the Securities Act, the Exchange Act (including
Rule 15Ga-1), and Regulation AB, (a) the Master Servicer, any primary servicer, the Special Servicer, the Trustee, the Certificate
Administrator or other party acting as custodian for the Lead Securitization shall be required to deliver (and shall be required
to cause each other servicer and servicing function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation
AB) retained or engaged by it to deliver (provided that such party shall only be required to use commercially reasonable efforts
to cause a Mortgage Loan Seller Sub-Servicer to deliver)), in a timely manner (i) the reports, certifications, compliance statements,
accountants’ assessments and attestations, and information to be included in reports (including, without limitation, Form
ABS-15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request, any other materials specified in the related Non-Lead Securitization
Servicing Agreement, in the case of clauses (i) and (ii), as the related Non-Lead Depositor or the related Non-Lead Trustee reasonably
believes, in good faith, are required in order for the related Non-Lead Depositor or the related Non-Lead Trustee to comply with
(1) its obligations under the Securities Act, the Exchange Act (including Rule 15Ga-1), Regulation AB and Form SF-3 and (2) any
applicable comment letter from the Commission or its obligations with respect to any Deficient Exchange Act Deliverable, (b) without
limiting the generality of the foregoing (x) the Depositor or the related Holder shall provide or cause to be provided to the related
Non-Lead Depositor (and to counsel to the related Non-Lead Depositor) and the related Non-Lead Trustee (1) written notice (which
may be by email) in a timely manner (but no later than three (3) Business Days prior to closing) of the occurrence of the Lead
Securitization, and (2) no later than the closing date of the Lead Securitization, a copy of the Lead Securitization Servicing
Agreement in an EDGAR-compatible format, and (y) the Master Servicer and Special Servicer (or any replacement Master Servicer or
Special Servicer, as applicable) shall, upon reasonable prior written request, and subject to the right of the Master Servicer
or the Special Servicer, as the case may be, to review and approve such disclosure materials, permit a holder of any Non-Lead Securitization
Note to use such party’s description contained in the Lead Securitization prospectus (updated as appropriate by the Master
Servicer or Special Servicer, as applicable, at the cost of the related Non-Lead Sponsor) or contained in a Lead Securitization
Form 8-K, for inclusion in the disclosure materials or a Form 8-K relating to any securitization of the related Non-Lead Securitization
Note, and (z) the Master Servicer and the Special Servicer (or any replacement Master Servicer or Special Servicer, as applicable),
shall provide indemnification agreements, opinions and Regulation AB compliance letters as were or are being delivered with respect
to the Lead Securitization (in each case, at the cost of the related Non-Lead Sponsor), and (c) in connection with any amendment
of the Lead Securitization Servicing Agreement, the Depositor shall provide written notice (which may be by email) of such proposed
amendment to any Non-Lead Depositor and the related Non-Lead Trustee no later than three (3) Business Days prior to the date of
effectiveness of such amendment, and, on the date of effectiveness of such amendment to the Lead Securitization Servicing Agreement,
provide a copy of such amendment in an EDGAR-compatible format to such Non-Lead




    27 


     


    

 


Depositor and
the related Non-Lead Trustee. The Master Servicer and the Special Servicer shall each be required to provide certification and
indemnification to any Certifying Person with respect to any applicable Sarbanes-Oxley Certification with respect to a Non-Lead
Securitization;


(x)       each
of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting Party shall cooperate (and
require each Servicing Function Participant and Additional Servicer retained by it to cooperate under the applicable Sub-Servicing
Agreement), with each Non-Lead Depositor (including, without limitation, providing all due diligence information, reports, written
responses, negotiations and coordination) to the same extent as such party is required to cooperate with the Lead Depositor under
Article XI (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement and in connection with
any Deficient Exchange Act Deliverable. 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
Commission 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 Commission therewith shall be
promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from such Non-Lead Depositor;


(xi)       any
late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to a Non-Lead Securitization
Note or reimbursable to a Non-Lead Master Servicer or a Non-Lead Trustee shall be remitted by the Master Servicer to such Non-Lead
Master Servicer within one (1) Business Day of receipt and identification thereof; provided, however, that to the extent any such
amounts are received after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable
efforts to remit such amounts 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;


(xii)       each
Non-Lead Securitization Noteholder is an intended third-party beneficiary in respect of the rights afforded it under the Lead Securitization
Servicing Agreement and the related Non-Lead Master Servicer shall be entitled to enforce the rights of such Non-Lead Securitization
Noteholder under this Agreement and the Lead Securitization Servicing Agreement;


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




    28 


     


    

 


 


(xiv)       if
the Mortgage Loan becomes a Defaulted Mortgage 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 all 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 and of such Non-Controlling Note Holder’s opportunity to submit an offer
on the Mortgage Loan;


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


(xvi)       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;


(xvii)       Servicer
Termination Events with respect to the Master Servicer and the Special Servicer shall include: (A) solely with respect to the Master
Servicer, the failure to timely remit payments to any Non-Lead Securitization Noteholder, which failure continues unremedied for
one (1) Business Day following the date on which such payment was to be made; (B) solely with respect to the Special Servicer,
the failure to deposit into any Foreclosed Property Account any amount required to be so deposited within two (2) Business Days
after the date such deposit was to be made, or the failure to remit to the Master Servicer for deposit into the Collection Account
any amount required to be so remitted by the Special Servicer within one (1) Business Day after the date such remittance was to
be made; (C) the qualification, downgrade or withdrawal, or placing on “watch status” in contemplation of a rating
downgrade or withdrawal of the ratings of any class of certificates issued in connection with any Non-Lead Securitization by the
rating agencies rating such securities (and such qualification, downgrade, withdrawal or “watch status” placement shall
not have been withdrawn by such rating agencies within sixty (60) days of actual knowledge of such event by the Master Servicer
or the Special Servicer, as the case may be), and publicly citing servicing concerns with the Master Servicer or Special Servicer,
as applicable, as the sole or a material factor in such rating action; and (D) the failure to provide to any Non-Lead Securitization
Noteholder (if and to the extent required under the related Non-Lead Securitization) reports required under the Exchange Act, and
the rules and regulations thereunder, in a timely fashion. Upon the occurrence of such a Servicer Termination Event with respect
to the Master Servicer affecting a Non-Lead Securitization Noteholder and the Master Servicer is not otherwise terminated pursuant
to the Lead Securitization Servicing Agreement, the Trustee shall, upon the direction of such Non-Lead Securitization Noteholder,
require the appointment of a subservicer with respect to the related Non-Lead Securitization Note. Upon the occurrence of a Servicer
Termination Event with respect to the Special Servicer affecting a Non-Lead Securitization Noteholder and the Special Servicer
is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction of such
Non-Lead




    29 


     


    

 


Securitization
Noteholder, terminate the Special Servicer with respect to, but only with respect to, the Mortgage Loan;


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


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


(xx) the rates
at which Special Servicing Fees, Liquidation Fees and Workout Fees accrue or are determined shall not exceed 0.25% per annum, 1.00%
and 1.00%, respectively, subject to any minimum compensation provided for in the Lead Securitization Servicing Agreement; and


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


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


(i)       Each
Non-Lead Securitization Noteholder shall be responsible for its pro rata share of any Nonrecoverable Advances (and advance interest
thereon) and any Trust Fund Expenses, but only to the extent that they relate to servicing and administration of the Notes and
the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating
to the Notes, and that in the event that the funds received with respect to each respective Note are insufficient to cover such
Property Protection Advances or Trust Fund Expenses, (A) the related Non-Lead Master




    30 


     


    

 


Servicer will
be required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or the Lead Securitization Trust, as applicable, out of general
funds in the collection account (or equivalent account) established under the related Non-Lead Securitization Servicing Agreement
for such Non-Lead Securitization Noteholder’s pro rata share of any such Nonrecoverable Advances (together with advance interest
thereon) and/or other Trust Fund Expenses (including compensation due to the Master Servicer and the Special Servicer to the extent
related to the servicing and administration of the Mortgage Loan and the Mortgaged Property), and (B) if the Lead Securitization
Servicing Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee to reimburse
itself from the Lead Securitization Trust’s general account, then the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as applicable, may do so, and the related Non-Lead Master Servicer will be required to, promptly
following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse the Lead Securitization Trust out of
general funds in the collection account (or equivalent account) established under the related Non-Lead Securitization Servicing
Agreement for such Non-Lead Securitization Noteholder’s pro rata share of any such Nonrecoverable Advances (together with
advance interest thereon) and/or Trust Fund Expenses (including compensation due to the Master Servicer and the Special Servicer
to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property);


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


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




    31 


     


    

 


such executed
Non-Lead Securitization Servicing Agreement, and (ii) notice of any subsequent change in the identity of the related Non-Lead Master
Servicer, the related Non-Lead Trustee or the party designated to exercise the rights of the related “Non-Controlling Note
Holder” under this Agreement (together with the relevant contact information) (which may be in the form of email delivery
of a copy of any revised Non-Lead Securitization Servicing Agreement); and


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


(h)       The
Lead Securitization Noteholder shall:


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


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


(i)       The
Servicing Agreement shall provide that compensating interest payments as defined therein with respect to any A Notes will be allocated
by the Master Servicer between the A Notes, pro rata, in accordance with their respective Principal Balances. The Master
Servicer shall remit any compensating interest payment in respect of and Non-Lead Securitization Note to the applicable Non-Lead
Securitization Noteholder.


(j)       In
the event any filing is required to be made by any Non-Lead Depositor under the related Servicing Agreement in order to comply
with the Non-Lead Depositor’s requirements under the Securities Exchange Act of 1934, as amended, the related Lead Securitization
Noteholder (including the Depositor and Trustee) shall use commercially reasonable efforts to timely comply with any such filing.


(k)       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




    32 


     


    

 


Special Servicer,
the Trustee and the Custodian 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 Custodian, as the case may be, and are not in the possession of the Non-Lead Asset Representations
Reviewer (and the Non-Lead Asset Representations Reviewer has informed such party that it has first requested, and not received,
the documents from the master servicer, special servicer and custodian for the applicable Non-Lead Securitization).


Section 3.Subordination
of the Subordinate Notes; Payments. The Subordinate Notes and the rights of the Subordinate Noteholder to receive payments
of interest, principal and other amounts with respect to any such Subordinate Note shall at all times be junior, subject and subordinate
to the A Notes and the Note A Holders to receive payments of interest, principal and other amounts with respect to such A Notes
as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to
or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in
the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other
collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements
that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower
in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x)
all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms
of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect
of Advances then due and payable or reimbursable to the Master Servicer under the Servicing Agreement, and (y) all amounts that
are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator
fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable to such party by the respective
Note A Holder or Note B holder in respect of whose Note such fees accrued, in each case out of distributions made in respect of
such Note, respectively), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses
(x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order
of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):


(a)       first,
on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Principal
Balance for each A Note at the applicable Net Interest Rate;


(b)       second,
on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount
equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan,
until such Principal Balance for each A Note has been reduced to zero;


(c)       third,
on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such
Note A Holder including any




    33 


     


    

 


unreimbursed trust
fund expenses not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously
paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


(d)       fourth,
on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to
each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied
by its Relative Spread;


(e)       fifth,
on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Principal
Balance for each B Note at the applicable Net Interest Rate;


(f)       sixth,
on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount
equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan,
until the Principal Balance for each B Note has been reduced to zero;


(g)       seventh,
on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to
each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied
by its Relative Spread;


(h)       eighth,
if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required
to be applied in accordance with the foregoing clauses (a)-(g) and, as a result of a Workout the Principal Balance for the B Notes
has been reduced, such excess amount shall be paid, on a Pro Rata and Pari Passu Basis, based on the outstanding principal balances
of each Note B Holder in an amount up to the reduction, if any, of the Principal Balance for the B Note as a result of such Workout,
plus interest on such amount at the related Net Interest Rate;


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


(j)       tenth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (a)-(i), any remaining amount shall be paid pro rata to each Note A Holder and each Note B Holder in accordance
with their respective initial Percentage Interests.


All expenses
and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest,
Servicing Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal




    34 


     


    

 


Reduction Amounts
and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by
a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after
all amounts of interest and principal have otherwise been paid in full on all the Notes.


Section 4.Administration
of the Mortgage Loan.


(a)       Subject
to this Agreement (including, without limitation, Section 4(f) below) and the Servicing Agreement and consistent with
the Accepted Servicing Practices, the Lead Securitization Noteholder (or any Servicer acting on behalf of the Lead Securitization
Noteholder) shall have the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies
with respect to, the Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the
Mortgage Loan Documents or consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage
Loan Documents, call or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy
and no other Noteholder shall have any voting, consent or other rights whatsoever with respect to the Lead Securitization Noteholder’s
administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan except as set forth in this Agreement
and the Servicing Agreement including the rights of a Subordinate Noteholder in its capacity as the Controlling Noteholder to consent
to the Major Decisions set forth in this Agreement. Subject to this Agreement and the Servicing Agreement (including, without limitation,
Section 4(f) below) and consistent with the Accepted Servicing Practices, each Non-Lead Securitization Noteholder and
the Subordinate Noteholder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the
Lead Securitization Noteholder (or any Servicer acting on behalf of the Lead Securitization Noteholder) the rights, if any, that
such Non-Lead Securitization Noteholder or Subordinate Noteholder, as applicable, has to, (i) call or cause the Lead Securitization
Noteholder to call an Event of Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage
Loan or the Mortgage Loan Borrower, including, without limitation, filing or causing the Lead Securitization Noteholder to file
any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization Noteholder (or any Servicer acting on behalf
of the Lead Securitization Noteholder) shall not have any fiduciary duty to any Non-Lead Noteholder in connection with the administration
of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Noteholder from the obligation to make any disbursement
of funds as set forth herein).


Upon the Mortgage
Loan becoming a Defaulted Mortgage Loan, each Non-Lead Noteholder hereby acknowledges the right and obligation of the Lead Securitization
Noteholder (or the Special Servicer acting on behalf of the Lead Securitization Noteholder) to sell each Non-Lead Note together
with the Lead Securitization Note (and any other Notes included in the Lead Securitization) as notes evidencing one whole loan
in accordance with the terms of the Servicing Agreement. In connection with any such sale, the Special Servicer shall be required
to sell each Note together with the Lead Securitization Note in the manner set forth in the Servicing Agreement and shall be required
to require that all offers be submitted to the Trustee 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 such Notes
shall be determined by the Trustee; 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




    35 


     


    

 


from independent third
parties. In determining whether any offer received represents a fair price for such Notes, the Trustee shall be supplied with and
shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with the 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 such Notes, 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 Servicing Agreement), as applicable, among other factors, the period and amount of any delinquency on the affected
Notes, 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 Noteholders in connection with making such determination. Notwithstanding the foregoing, the
Lead Securitization Noteholder (or the Special Servicer acting on behalf of the Lead Securitization Noteholder) shall not be permitted
to sell the Non-Lead Securitization Notes if they become a Defaulted Mortgage Loan without the written consent of each Non-Lead
Securitization Noteholder (provided that such consent is not required if such Non-Lead Securitization Noteholder is a Borrower
Restricted Party) unless the Special Servicer has delivered to such Non-Lead Securitization Noteholder: (a) at least 15 Business
Days’ prior written notice of any decision to attempt to sell the Non-Lead Securitization Notes; (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 (as defined in the Servicing Agreement)
reasonably requested by the Non-Lead Securitization Noteholder that are material to the price of the Non-Lead Securitization Notes
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 Controlling Class Representative) prior to the proposed sale date, all information and other documents being provided to other
offerors and all leases or other documents that are approved by the Special Servicer in connection with the proposed sale; provided,
that such Non-Lead Securitization Noteholder may waive any of the delivery or timing requirements set forth in this sentence. Subject
to the terms of the Servicing Agreement, each of the Controlling Noteholder, the Controlling Class Representative, any other Noteholder
(or any controlling class representative or directing holder on its behalf under the Non-Lead Securitization Servicing Agreement)
shall be permitted to bid at any sale of the Non-Lead Securitization Note unless such Person is a Borrower Restricted Party.


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




    36 


     


    

 


 


The authority and
obligation of the Lead Securitization Noteholder to sell each Non-Lead Note, and the obligations of each Non-Lead Noteholder to
execute and deliver instruments or deliver its Non-Lead Note upon request of the Lead Securitization Noteholder, shall terminate
and cease to be of any further force or effect upon the date, if any, upon which no Note is held in a Securitization. The preceding
sentence shall not be construed to grant to any Non-Lead Noteholder the benefit of any representation or warranty made by such
seller or any document delivery obligation imposed on such seller under any mortgage loan purchase and sale agreement, instrument
of transfer or other document or instrument that may be executed or delivered by such seller in connection with the Lead Securitization.


(b)       The
administration of the Mortgage Loan shall be governed by this Agreement and the Servicing Agreement. Each Noteholder agrees to
be bound by the terms of the Servicing Agreement. The Lead Securitization Noteholder (or the Master Servicer on its behalf) shall
service the Mortgage Loan in accordance with the terms of this Agreement, including without limitation, the rights of the Subordinate
Noteholder set forth in Section 4(f) below and consistent with the Accepted Servicing Practices. Servicing of the Mortgage
Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan, by the Special
Servicer, in each case pursuant to the Servicing Agreement and consistent with the Accepted Servicing Practices. Notwithstanding
anything to the contrary contained herein, in accordance with the Servicing Agreement, the Lead Securitization Noteholder shall
cause the Master Servicer and the Special Servicer to service and administer the Mortgage Loan in accordance with the Accepted
Servicing Practices, taking into account the interests of each of the Noteholders as a collective whole (it being understood that
the interests of the Subordinate Noteholder is subordinate to the interests of the Note A Holders subject to the terms and conditions
of this Agreement, including without limitation the rights of the Controlling Noteholder), and any Subordinate Noteholder who is
not a Borrower Restricted Party shall be deemed a third party beneficiary of such provisions of the Servicing Agreement. The foregoing
provisions of this Section 4(b) shall not limit or modify the rights of the Controlling Noteholder and/or the Junior
Operating Advisor to exercise their respective rights specifically set forth under this Agreement.


(c)       Notwithstanding
anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement and this Agreement
(including, without limitation, Sections 4(f) and (5), if the Lead Securitization Noteholder in connection with
a Workout of the Mortgage Loan modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage Loan
is decreased, (ii) the Interest Rate or scheduled amortization payments on such Mortgage Loan are reduced, (iii) payments
of interest or principal on such Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment (other than an
increase in the Interest Rate or increase in scheduled amortization payments) is made to any of the terms of the Mortgage Loan,
all payments to the Note A Holders and Subordinate Noteholder pursuant to Section 3 shall be made as though such Workout
did not occur, with the payment terms of each Note A remaining the same as they are on the date hereof, the full economic effect
of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such Workout shall be borne by the
Subordinate Noteholder, and then, by the Note A Holders (pro rata based on the Principal Balances of their respective
Notes), in that order, in each case up to the amount otherwise due on such Note(s). Subject to the Servicing Agreement and this
Agreement (including without limitation Sections 4(f) and 5), in the case of any modification or amendment
described above, the Lead Securitization Noteholder will have the sole authority and ability to revise the payment




    37 


     


    

 


provisions set forth
in Section 3 above in a manner that reflects the subordination of the B Notes to the A Notes with respect to the loss
that is the result of such amendment or modification, including: (i) the ability to increase the Percentage Interest of an
A Note, to increase or reduce, as applicable, the Percentage Interest of a B Note in a manner that reflects a loss in principal
as a result of such amendment or modification and (ii) the ability to change the Interest Rate applicable to a Note in order
to reflect a reduction in the Interest Rate of the Mortgage Loan but shall not be permitted to change the order of the clauses
set forth in Section 3 hereof. Notwithstanding the foregoing, if any Workout, modification or amendment of the Mortgage
Loan extends the original maturity date of the Mortgage Loan, for purposes of this paragraph, the Balloon Payment will be deemed
not to be due on the original maturity date of the Mortgage Loan but will be deemed due on the extended maturity date of the Mortgage
Loan.


(d)       All
rights and obligations of the Lead Securitization Noteholder described hereunder may be exercised by the Master Servicers on behalf
of the Lead Securitization Noteholder in accordance with the Servicing Agreement and this Agreement. Each Non-Lead Noteholder shall
be provided access to any website that an investor would be permitted to access in accordance with the procedures set forth in
the Servicing Agreement, it being understood and agreed that each Non-Lead Noteholder is subject to any restrictions on the access
to such websites contained in the Servicing Agreement.


(e)       If
any Note is included as an asset of a REMIC, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage
Loan shall be administered such that the Notes shall each qualify at all times as (or as interests in) a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or
on behalf of the Noteholders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure
of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interests of
the Noteholders therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent
from any action of the Mortgage Loan Borrower, or exercise or refrain from exercising any powers or rights which the Noteholders
may have under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the
Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury,
more than three months after the earliest startup day of any REMIC which includes the Lead Securitization Note (or any portion
thereof). The Noteholders agree that the provisions of this Section 4(e) shall be effected by compliance by the Lead
Securitization Noteholder or its assignees with this Agreement or the Servicing Agreement or any other agreement which governs
the administration of the Mortgage Loan or the Lead Securitization Noteholder’s interests therein. All costs and expenses
of compliance with this Section 4(e), to the extent that such costs and expenses relate to administration of a REMIC
or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment
of any REMIC tax or expense, shall be borne by each Noteholder with respect to the REMIC containing the Note owned by such Noteholder.


Anything herein or
in the Servicing Agreement to the contrary notwithstanding, in the event that a Note is included in a REMIC and the other Notes
are not, the other Noteholders shall not be required to reimburse such Noteholder that deposited its Note in the REMIC or any




    38 


     


    

 


other Person for payment
of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to the administration of such REMIC or to any determination
respecting the amount, payment or avoidance of any tax under such REMIC or (iii) any advances for any of the foregoing or any interest
thereon or for deficits in other items of disbursement or income resulting from the use of funds for payment of any such taxes,
costs or expenses or advances, nor shall any disbursement or payment otherwise distributable to either such other Noteholder be
reduced to offset or make-up any such payment or deficit.


(f)(i)Subject
to clauses (ii) or (iii) below, with respect to any consent, modification, amendment or waiver under or other action in respect
of the Mortgage Loan (whether or not a Servicing Transfer Event has occurred and is continuing) that would constitute a Major Decision,
the Servicer shall provide the Controlling Noteholder (or its Junior Operating Advisor) with at least ten (10) Business Days (or,
in the case of a determination of an Acceptable Insurance Default, 20 days) prior notice requesting consent to the requested Major
Decision. The Servicer shall not take any action with respect to such Major Decision (or make a determination not to take action
with respect to such Major Decision), unless and until the Special Servicer receives the written consent of the Controlling Noteholder
(or its Junior Operating Advisor) before implementing a decision with respect to such Major Decision; provided that following the
securitization of the B Notes, the provisions of the Lead Servicing Agreement shall govern the consent and consultation rights
under this Agreement.


(ii)       If
the Lead Securitization Noteholder (or the Master Servicer acting on its behalf) has not received a response from the Controlling
Noteholder (or its Junior Operating Advisor) with respect to such Major Decision within five (5) Business Days after delivery of
the notice of a Major Decision, the Lead Securitization Noteholder (or the Special Servicer acting on its behalf) shall deliver
an additional copy of the notice of a Major Decision in all caps bold 14-point font: “THIS IS A SECOND NOTICE. FAILURE TO
RESPOND WITHIN FIVE (5) BUSINESS DAYS OF THIS SECOND NOTICE WILL RESULT IN A LOSS OF YOUR RIGHT TO CONSENT WITH RESPECT TO THIS
DECISION.” and if the Controlling Noteholder (or its Junior Operating Advisor) fails to respond to the Lead Securitization
Noteholder (or the Special Servicer acting on its behalf) with respect to any such proposed action within five (5) Business Days
after receipt of such second notice, the Controlling Noteholder (or its Junior Operating Advisor), as applicable, shall have no
further consent rights with respect to the specific action set forth in such notice. Notwithstanding the foregoing, or if a failure
to take any such action at such time would be inconsistent with the Accepted Servicing Practices, the Master Servicer may take
actions with respect to such Mortgaged Property before obtaining the consent of the Controlling Noteholder (or its Junior Operating
Advisor) if the Master Servicer reasonably determines in accordance with the Accepted Servicing Practices that failure to take
such actions prior to such consent would materially and adversely affect the interest of the Noteholders as a collective whole,
and the Master Servicer has made a reasonable effort to contact the Controlling Noteholder. The foregoing shall not relieve the
Lead Securitization Noteholder (or a Servicer acting on its behalf) of its duties to comply with the Accepted Servicing Practices.


(iii)       Notwithstanding
the foregoing, the Lead Securitization Noteholder (or any Servicer acting on its behalf) shall not follow any advice or consultation
provided by the Controlling Noteholder (or its Junior Operating Advisor) that would require or cause the Lead Securitization Noteholder
(or any Servicer acting on its behalf) to violate any applicable law,




    39 


     


    

 


including the REMIC
Provisions, be inconsistent with the Accepted Servicing Practices, require or cause the Lead Securitization Noteholder (or any
Servicer acting on its behalf) to violate provisions of this Agreement or the Servicing Agreement, require or cause the Lead Securitization
Noteholder (or any Servicer acting on its behalf) to violate the terms of the Mortgage Loan, or materially expand the scope of
the Lead Securitization Noteholder’s (or any Servicer acting on its behalf) responsibilities under this Agreement or the
Servicing Agreement.


The Special Servicer
shall be required to provide copies to each Non-Controlling Noteholder of any notice, information and report that is required to
be provided to the Controlling Noteholder pursuant to the Servicing Agreement with respect to any Major Decisions, or the implementation
of any recommended actions outlined in an Asset Status Report, within the same time frame that such notice, information and report
is required to be provided to the Controlling Noteholder and, at any time the Controlling Noteholder is the Lead Securitization
Noteholder, the Special Servicer shall be required to consult with each other Non-Lead Securitization Noteholder on a strictly
non-binding basis, to the extent having received such notices, information and reports, any Non-Lead Securitization Noteholder
requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an
Asset Status Report, and consider alternative actions recommended by such Non-Lead Securitization Noteholder; provided that
after the expiration of a period of ten (10) Business Days from the delivery to any Non-Controlling Securitization Noteholder by
the Special Servicer of written notice of a proposed action, together with copies of the notice, information and reports, the Special
Servicer shall no longer be obligated to consult with such Non-Lead Securitization Noteholders, whether or not such Non-Lead Securitization
Noteholders have responded within such ten (10) Business Day period.


The Noteholders acknowledge
that the Lead Securitization Servicing Agreement may contain certain provisions that give the Controlling Noteholder certain non-binding
consultation rights with respect to Major Decisions related to compliance with the Risk Retention Rules applicable to the Lead
Securitization.


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


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


Section 5.Appointment
of Junior Operating Advisor.




    40 


     


    

 


 


(a)       The
Controlling Noteholder shall have the right at any time to appoint a controlling noteholder representative to exercise its rights
hereunder (the “Junior Operating Advisor”). The Controlling Noteholder shall have the right in its sole discretion
at any time and from time to time to remove and replace the Junior Operating Advisor. When exercising its various rights under
Section 4 and elsewhere in this Agreement, the Controlling Noteholder may, at its option, in each case, act through
the Junior Operating Advisor. The Junior Operating Advisor may be any Person (other than the Mortgage Loan Borrower, its principal
or any Affiliate of the Mortgage Loan Borrower), including, without limitation, the Controlling Noteholder, any officer or employee
of the Controlling Noteholder, any Affiliate of the Controlling Noteholder or any other unrelated third party. No such Junior Operating
Advisor shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Noteholder). All actions that
are permitted to be taken by the Controlling Noteholder under this Agreement may be taken by the Junior Operating Advisor acting
on behalf of the Controlling Noteholder and other Noteholders (and any Servicer) will accept such actions of the Junior Operating
Advisor as actions of the Controlling Noteholder. The Lead Securitization Noteholder (or any Servicer on its behalf) shall not
be required to recognize any Person as a Junior Operating Advisor until the Controlling Noteholder has notified the Lead Securitization
Noteholder (and any Servicer) of such appointment and, if the Junior Operating Advisor is not the same Person as the Controlling
Noteholder, the Junior Operating Advisor provides the Lead Securitization Noteholder (and any Servicer) with written confirmation
of its acceptance of such appointment, an address, any fax number and any email address for the delivery of notices and other correspondence
and a list of officers or employees of such person with whom the parties to this Agreement may deal (including their names, titles,
work addresses, telephone numbers, any fax numbers and any email addresses). The Controlling Noteholder shall promptly deliver
such information to any Servicer. None of the Master Servicers and Trustee shall be required to recognize any person as a Junior
Operating Advisor until they receive such information from the Controlling Noteholder. The Controlling Noteholder agrees to inform
each such Servicer or Trustee of the then-current Junior Operating Advisor.


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




    41 


     


    

 


 


(c)       If
the Lead Securitization Noteholder is the Controlling Noteholder, the Subordinate Noteholder acknowledge and agree all of the aforementioned
rights and obligations of the Controlling Noteholder and the Junior Operating Advisor set forth in Sections 4(f) and
this Section 5 shall be exercisable by the Lead Securitization Noteholder (or the applicable Person specified in the
Servicing Agreement) to the extent set forth in the Servicing Agreement.


Section 6.Special
Servicer. The Controlling Noteholder (or its Junior Operating Advisor), at its expense (including, without limitation, the
reasonable costs and expenses of counsel to any third parties and costs and expenses of the terminated Special Servicer), shall
have the right, at any time from time to time, to appoint a replacement Special Servicer with respect to the Mortgage Loan. The
Controlling Noteholder (or its Junior Operating Advisor) shall be entitled to terminate the rights and obligations of the Special
Servicer under the Servicing Agreement, with or without cause, upon at least ten (10) Business Days’ prior written notice
to the Special Servicer (provided, however, that the Controlling Noteholder and/or Junior Operating Advisor shall not be liable
for any termination or similar fee in connection with the removal of the Special Servicer in accordance with this Section 6);
such termination not be effective unless and until (A) each Rating Agency delivers a Rating Agency Confirmation (to the extent
any portion of the Mortgage Loan has been securitized); (B) the initial or successor Special Servicer has assumed in writing (from
and after the date such successor Special Servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities
of the Special Servicer under the Servicing Agreement from and after the date it becomes the Special Servicer as they relate to
the Mortgage Loan pursuant to an assumption agreement reasonably satisfactory to the Trustee; and (C) the Trustee shall have received
an opinion of counsel reasonably satisfactory to the Trustee to the effect that (x) the designation of such replacement to serve
as Special Servicer is in compliance with the Servicing Agreement, (y) such replacement will be bound by the terms of the Servicing
Agreement with respect to such Mortgage Loan and (z) subject to customary qualifications and exceptions, the applicable Servicing
Agreement will be enforceable against such replacement in accordance with its terms. The Lead Securitization Noteholder shall promptly
provide copies to any terminated Special Servicer of the documents referred to in the preceding sentence. The Lead Securitization
Noteholder will reasonably cooperate with the Controlling Noteholder in order to satisfy the foregoing conditions, including the
Rating Agency Confirmation.


Section 7.Payment
Procedure.


(a)       The
Lead Securitization Noteholder (or the Master Servicer on its behalf), in accordance with the priorities set forth in Section 3
and subject to the terms of the Servicing Agreement, will deposit or cause to be deposited all payments allocable to the Notes
to the Collection Account or Companion Distribution Account for the Notes established pursuant to the Servicing Agreement. The
Lead Securitization Noteholder (or the Master Servicer on its behalf) shall establish a segregated sub-account for amounts due
to the each Noteholder. The Lead Securitization Noteholder (or the Master Servicer acting on its behalf) shall deposit such amounts
to the applicable account within two (2) Business Days following the Lead Securitization Noteholder’s (or the Master Servicer’s
acting on its behalf) receipt of properly identified and available funds from or on behalf of the Mortgage Loan Borrower.


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




    42 


     


    

 


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


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


(d)       Each
Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan
in excess of its distributable share thereof, it will promptly remit such excess to the Lead Securitization Noteholder (or the
Master Servicer on its behalf) subject to this Agreement and the Servicing Agreement and to be distributed pursuant to the terms
of this Agreement. The Lead Securitization Noteholder (or the Master Servicer on its behalf) shall have the right to offset any
amounts due hereunder from any other Noteholder, as applicable, with respect to the Mortgage Loan against any future payments due
to such other Noteholder, as applicable, under the Mortgage Loan, provided, that each Noteholder’s obligations under
this Section 6 are separate and distinct obligations from one another and in no event shall the Lead Securitization
Noteholder (or the Master Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder. Each Noteholder’s
obligations under this Section 6 constitute absolute, unconditional and continuing obligations.


Section 8.Limitation
on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent
that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall
control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence,
willful misconduct or breach of this Agreement on the part of such Noteholder.


The Subordinate Noteholder
acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including
any Servicer) to comply with, and except as otherwise required by, the Accepted Servicing Practices, the Lead Securitization Noteholder
(including any Servicer) may exercise, or omit to exercise, any rights




    43 


     


    

 


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


The Subordinate Noteholder
acknowledges that, subject to the terms and conditions hereof and the obligation of any Non-Lead Securitization Noteholder (including
any Non-Lead Servicer) to comply with, and except as otherwise required by, the Accepted Servicing Practices (as if such standard
was applicable to any Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization
Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Non-Lead Securitization Noteholder
may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate
Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever
to such Subordinate Noteholder in connection with any Non-Lead Securitization Noteholder’s exercise of rights or any omission
by a Non-Lead Securitization Noteholder to exercise such rights other than as described above; provided, however,
that the Non-Lead Servicer must act in accordance with the servicing standard under the Non-Lead Securitization Servicing Agreement.


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


Section 9.Bankruptcy.
Subject to the provisions of Section 4(f) hereof and the Accepted Servicing Practices, each Noteholder hereby covenants
and agrees that only the Lead Securitization Noteholder (or the Master Servicer on its behalf) has the right to institute, file,
commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise
invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek
to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage
Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage
Loan Borrower. Subject to the provisions of Section 4(f) hereof and the Accepted Servicing Practices, each Noteholder
further agrees that only the Lead Securitization Noteholder, as a creditor, can make any election, give any consent, commence any
action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage
Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. Subject to the provisions of Section 4(f),
the Noteholders hereby appoint the Lead Securitization Noteholder as their agent, and grant to the Lead Securitization Noteholder
an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of




    44 


     


    

 


exercising any and
all rights and taking any and all actions available to the Subordinate Noteholder and the Controlling Noteholder in connection
with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including,
without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b)
of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay
with respect to the Mortgage Loan. The Noteholders, hereby agree that, upon the request of the Lead Securitization Noteholder but
subject to the provisions of Section 4(f), each other Noteholder shall execute, acknowledge and deliver to the Lead
Securitization Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Noteholder may
reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by any Servicer
in connection with any Insolvency Proceeding are subject to and must be in accordance with the Accepted Servicing Practices.


Section 10.Representations
of the Subordinate Noteholder. The Subordinate Noteholder represents, solely as to itself and its Subordinate Note, and it
is specifically understood and agreed, that it is acquiring such Note for its own account in the ordinary course of its business
and none of the other Noteholders shall have any liability or responsibility to such Subordinate Noteholder except (i) as expressly
provided herein or (ii) for actions that are taken or omitted to be taken by such other Noteholder that constitute gross negligence
or willful misconduct or that constitute a breach of this Agreement. The Subordinate Noteholder represents and warrants solely
as to itself that the execution, delivery and performance of this Agreement is within its corporate powers, has been duly authorized
by all necessary corporate action, and does not contravene its charter or any law or contractual restriction binding upon such
Subordinate Noteholder, and that this Agreement is the legal, valid and binding obligation of such Subordinate Noteholder enforceable
against such Subordinate Noteholder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except
that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. The
Subordinate Noteholder represents and warrants solely as to itself that it is duly organized, validly existing, in good standing
and possesses of all licenses and authorizations necessary to perform its obligations hereunder. The Subordinate Noteholder represents
and warrants as to itself that (a) this Agreement has been duly executed and delivered by such Subordinate Noteholder, (b) to such
Subordinate Noteholder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court
or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by such Subordinate
Noteholder have been obtained or made and (c) to such Subordinate Noteholder’s actual knowledge, there is no pending action,
suit or proceeding, arbitration or governmental investigation against such Subordinate Noteholder, an adverse outcome of which
would materially and adversely affect its performance under this Agreement.


The Subordinate Noteholder
acknowledges that no other Noteholder owes such Subordinate Noteholder any fiduciary duty with respect to any action taken under
the Mortgage Loan Documents and, except as provided herein, need not consult with such Subordinate Noteholder with respect to any
action taken by such other Noteholder, as applicable, in connection with the Mortgage Loan.




    45 


     


    

 


 


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


Section 11.Representations
of each Initial Noteholder. Each Initial Noteholder represents and warrants that the execution, delivery and performance of
this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene
such Noteholder’s charter or any law or contractual restriction binding upon such Noteholder and that this Agreement is the
legal, valid and binding obligation of such Noteholder as applicable enforceable against it in accordance with its terms. Each
Initial Noteholder represents and warrants that it is duly organized, validly existing, in good standing and possession of all
licenses and authorizations necessary to carry on its respective business. Each Initial Noteholder represents and warrants that
(a) this Agreement has been duly executed and delivered by such Noteholder, (b) to such Noteholder’s actual knowledge, all
consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for
the execution, delivery and performance of this Agreement by such Noteholder have been obtained or made and (c) to such Noteholder’s
actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation against such Noteholder,
an adverse outcome of which would materially and adversely affect its performance under this Agreement.


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


Section 12.Independent
Analysis of the Subordinate Noteholders. The Subordinate Noteholders each acknowledge that it has, independently and without
reliance upon any Initial Noteholder, except with respect to the representations and warranties provided by an Initial Noteholder
herein and in any documents or instruments executed and delivered by the such Initial Noteholder in connection herewith (including
the representations and warranties provided in the agreement pursuant to which it acquired its Subordinate Note), and based on
such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase such Subordinate
Note and such Subordinate Noteholder accepts responsibility therefor. The Subordinate Noteholders each hereby acknowledge that,
other than the representations and warranties provided herein and in such other documents or instruments, no Initial Noteholder
has made any representations or warranties with respect to the Mortgage Loan, subject to such representations and warranties as
provided by such Initial Noteholder herein and in such other documents and instruments, and that no Initial Noteholder shall have
any responsibility for (i) the collectability of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of
the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to an Initial
Noteholder in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien
created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. Each Subordinate




    46 


     


    

 


Noteholder assumes
all risk of loss in connection with its Note except as specifically set forth herein.


Section 13.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 or among any of the Noteholders as a partnership, association,
joint venture or other entity. None of the Noteholders shall have any obligation whatsoever to offer to any other Noteholder the
opportunity to purchase a Note interest in any future loans originated by such Noteholder or its Affiliates, and if such Noteholder
chooses to offer to any other Noteholder the opportunity to purchase a Note interest in any future mortgage loans originated by
the such Noteholder or their respective Affiliates, such offer shall be at such purchase price and interest rate as the offering
Noteholder chooses, in its sole and absolute discretion. No Noteholder shall have any obligation whatsoever to purchase from any
other Noteholder an interest in any future loans originated by such Noteholder or their respective Affiliates.


Section 14.Not
a Security. No Subordinate Note shall be deemed to be a security within the meaning of the Securities Act of 1933 or the Securities
Exchange Act of 1934.


Section 15.Other
Business Activities of the Noteholders. Each Noteholder acknowledges that each other Noteholder or its Affiliates may make
loans or otherwise extend credit to, and generally engage in any kind of business with, (i) (a) the Mortgage Loan Borrower or (b)
any direct or indirect parent of the Mortgage Loan Borrower or (c) any Affiliate of the Mortgage Loan Borrower or (d) any Affiliate
of any direct or indirect parent of the Mortgage Loan Borrower, (ii) any entity that is a holder of debt secured by direct or indirect
ownership interests in the Mortgage Loan Borrower or any Affiliate of the holder of such debt, or (iii) any entity that is
a holder of a preferred equity interest in the Mortgage Loan Borrower or any Affiliate of a holder of such preferred equity
(each, a “Mortgage Loan Borrower Related Party”), and receive payments on such other loans or extensions
of credit to Mortgage Loan Borrower Related Parties and otherwise act with respect thereto freely and without accountability in
the same manner as if this Agreement and the transactions contemplated hereby were not in effect.


Section 16.Sale
of the Notes.


(a)       Each
Subordinate Noteholder agrees that it will not Transfer all or any portion of its Note except in accordance with this Section 16.
The Subordinate Noteholders shall have the right, without the need to obtain the consent of any other Noteholder or any other Person,
to Transfer 49% or less (in the aggregate) of its interest in its Note to any Person, provided that any such Transfer shall be
made in accordance with the terms of this Section 16. Each Subordinate Noteholder shall have the right to Transfer
its entire Note or any portion thereof exceeding 49%, (i) to a Qualified Institutional Lender, provided, that promptly after the
Transfer each Note A Holder is provided with (x) a representation from a transferee or such Subordinate Noteholder certifying that
such transferee is a Qualified Institutional Lender, and (y) a copy of the assignment and assumption agreement referred to in Section 17
and provided further, that such transfer would not cause such Note to be held by more than five persons nor cause there to be no
one person owning a majority of such Note and (ii) to an entity that is not a Qualified Institutional Lender, provided that with
respect to this clause (ii), such Subordinate Noteholder obtains (1) prior to the Lead Securitization Date, the consent of the
Lead Securitization Noteholder and each other Note




    47 


     


    

 


A Holder, each such
consent not to be unreasonably withheld, conditioned or delayed, and (2) after the Lead Securitization Date, Rating Agency Confirmation
(and for avoidance of doubt, no consent of the Lead Securitization Noteholder or other Note A Holder shall be required after the
closing of the Lead Securitization); provided that in each of case (1) and (2), (x) promptly after the Transfer each Note
A Holder is provided with a copy of the assignment and assumption agreement referred to in Section 17 and (y) such
transfer would not cause the subject Note to be held by more than five persons; and provided further, however, that if such
transfer would cause there to be no one person owning a majority of the subject Note, then such transfer will not be permitted
unless persons owning a majority of the subject Note designate one of such persons to act on behalf of such persons owning such
majority. If the subject Note is held by more than one Noteholder at any time, the Majority B Noteholder shall immediately appoint
a representative to exercise all rights of such Subordinate Noteholder hereunder. Notwithstanding the foregoing, without the Lead
Securitization Noteholder’s prior consent, which may be withheld in the Lead Securitization Noteholder’s sole and absolute
discretion, no Subordinate Noteholder shall Transfer all or any portion of its Note to a Borrower Restricted Party and any such
Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The Subordinate Noteholders agree
they will pay the expenses of the Lead Securitization Noteholder (including all expenses of the Master Servicer and the Special
Servicer) and the Non-Lead Securitization Noteholders (including all expenses of the related Non-Lead Master Servicer and the related
Non-Lead Special Servicer) in connection with any such Transfer.


(b)       All
Transfers under Section 16(a) shall be made upon written notice to the Note A Holders not later than the date of such
Transfer, and each transferee shall (i) execute an assignment and assumption agreement whereby such transferee assumes all
or a ratable portion, as the case may be, of the obligations of the applicable Subordinate Noteholder hereunder with respect to
its Note from and after the date of such assignment (or, in the case, of a pledge, collateral assignment or other encumbrance made
in accordance with Section 16(e) by such Subordinate Noteholder of its Note solely as security for a loan to such Subordinate
Noteholder made by a third-party lender whereby such Subordinate Noteholder remains fully liable under this Agreement, on or before
the date on which such third-party lender succeeds to the rights of such Subordinate Noteholder by foreclosure or otherwise, such
third-party lender executes an agreement that such lender shall be bound by the terms and provisions of this Agreement and the
obligations of such Subordinate Noteholder hereunder) and (ii) agree in writing to be bound by the Servicing Agreement, unless
the Servicing Agreement is not then in effect with respect to the Mortgage Loan, in which event the parties will enter into or
agree to be bound by any replacement servicing agreement therefor in accordance with the provisions hereof. Upon the consummation
of a Transfer of all or any portion of a Subordinate Note in accordance with this Agreement, the transferring Person shall be released
from all liability arising under this Agreement with respect to such Subordinate Note (or the portion thereof that was the subject
of such Transfer), for the period after the effective date of such Transfer (it being understood and agreed that the foregoing
release shall not apply in the case of a sale, assignment, transfer or other disposition of a participation interest in the subject
Subordinate Note as described in clause (c) below). In connection with any such permitted transfer of a portion of a Subordinate
Note and for all purposes of this Agreement, each Note A Holder need only recognize the majority holder of such Subordinate Note
for purposes of notices, consents and other communications between such Note A Holders, as applicable, and such majority holder
of the subject Subordinate Note shall be the only Person authorized hereunder to exercise any rights of such Subordinate Noteholder
under this Agreement; provided, however,




    48 


     


    

 


the majority holder
of the subject Subordinate Note may from time to time designate any other Person as an additional party entitled to receive notices,
consents and other communications and/or to exercise rights on behalf of such Subordinate Noteholder hereunder by delivering written
notice thereof to each Note A Holder, and, from and after delivery of such notice, such designee shall be so authorized hereunder
and shall be the only party entitled to receive such notices, consents and such other communications and/or to exercise such rights.


(c)       In
the case of any sale, assignment, transfer or other disposition of a participation interest in a Note, (i) such Noteholder’s
obligations under this Agreement shall remain unchanged, (ii) such Noteholder shall remain solely responsible for the performance
of such obligations, (iii) the other Noteholders and any Persons acting on their behalf shall continue to deal solely and
directly with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement and the Servicing
Agreement, and (iv) all amounts payable hereunder shall be determined as if such Noteholder had not sold such participation interest;
provided, however, that if the applicable participant is a Qualified Institutional Lender (and delivers to the other
Noteholders a certification from an authorized officer confirming its status as a Qualified Institutional Lender), such Noteholder,
by written notice to the other Noteholders, may delegate to such participant such Noteholder’s right to exercise the rights
of the Controlling Noteholder hereunder and under the Servicing Agreement; provided, further, however, that
upon the occurrence of a Control Appraisal Period, the aforesaid delegation of rights shall terminate and be of no further force
and effect with respect to a B Note.


(d)       Each
of the Note A Holders shall have the right to Transfer all or any portion of its Note without the prior consent of any other Noteholder
(i) with respect to each A Note prior to an Event of Default, to any party other than a Borrower Restricted Party and (ii) after
an Event of Default, to any party, including a Borrower Restricted Party; provided, however, that following such
Transfer of any A Note, the Mortgage Loan continues to be serviced in its entirety pursuant to the Servicing Agreement by a Servicer
unaffiliated with Mortgage Loan Borrower. For the avoidance of doubt, no Noteholder or the Master Servicer shall have any right
to Transfer or cause the Transfer of any other Note.


(e)       Notwithstanding
any other provision hereof, any Noteholder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage
Loan Borrower or any Affiliate thereof) which has extended a credit or repurchase facility to such Noteholder and that is either
a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or
the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in this
Section 16(e), it being further agreed that a financing provided by a Note Pledgee to a Noteholder or any person which
Controls such Noteholder that is secured by such Noteholder’s interest in the applicable Note and is structured as a repurchase
arrangement, shall qualify as a “Pledge” hereunder, provided that a Note Pledgee which is not a Qualified Institutional
Lender may not take title to the pledged Note without (a) prior to the first Securitization of any Note, the consent of each other
Noteholder and (b) after the closing of the first Securitization of any Note, Rating Agency Confirmation. Upon written notice by
the applicable Noteholder to each other Noteholder and any Servicer that a Pledge has been effected (including the name and address
of the applicable Note Pledgee), each other Noteholder agrees to acknowledge receipt of such notice and thereafter agrees: (i) to
give Note Pledgee written notice of any default by the pledging Noteholder in respect of its obligations under this Agreement of
which default such Noteholder




    49 


     


    

 


has actual knowledge;
(ii) to allow such Note Pledgee a period of ten (10) Business Days to cure a default by the pledging Noteholder in respect
of its obligations to each other Noteholder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that
no amendment, modification, waiver or termination of this Agreement shall be effective against such Note Pledgee without the written
consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other
Noteholder shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving
of same to the pledging Noteholder and accept any cure thereof by such Note Pledgee which such pledging Noteholder has the right
(but not the obligation) to effect hereunder, as if such cure were made by such pledging Noteholder; (v) that such other Noteholder
shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any such
certificate(s) shall be in a form reasonably satisfactory to such other Noteholder; and (vi) that, upon written notice (a
“Redirection Notice”) to each other Noteholder and any Servicer by such Note Pledgee that the pledging Noteholder
is in default, beyond any applicable cure periods, under the pledging Noteholder’s obligations to such Note Pledgee pursuant
to the applicable credit agreement between the pledging Noteholder and such Note Pledgee (which notice need not be joined in or
confirmed by the pledging Noteholder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee
shall be entitled to receive any payments that any Noteholder or Servicer would otherwise be obligated to pay to the pledging Noteholder
from time to time pursuant to this Agreement or any Servicing Agreement. Any pledging Noteholder hereby unconditionally and absolutely
releases each other Noteholder and any Servicer from any liability to the pledging Noteholder on account of any Noteholder’s
or Servicer’s compliance with any Redirection Notice believed by any Servicer or any such other Noteholder to have been delivered
by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Noteholder to
such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and
this Agreement. In such event, the Noteholders and any Servicer shall recognize such Note Pledgee (and any transferee other than
the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or similar
sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the
pledging Noteholder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional
Lender shall assume in writing the obligations of the pledging Noteholder hereunder accruing from and after such Transfer (i.e.,
realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The
rights of a Note Pledgee under this Section 16(e) shall remain effective as to any Noteholder (and any Servicer) unless
and until such Note Pledgee shall have notified any such Noteholder (and any Servicer, as applicable) in writing that its interest
in the pledged Note has terminated.


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


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




    50 


     


    

 


 


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


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


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


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


Section 17.Registration
of Transfer. In connection with any Transfer of a Note (but excluding (x) any participant and (y) any Note Pledgee unless and
until it realizes on its Pledge), a transferee shall execute an assignment and assumption agreement whereby such transferee assumes
all of the obligations of the applicable Noteholder hereunder with respect to such Note thereafter accruing and agrees to be bound
by the terms of this Agreement, including the restriction on Transfers set forth in Section 15, from and after the
date of such assignment. Notwithstanding the preceding sentence, a Trustee shall not be required to execute an assignment and assumption
agreement in connection with any Transfer of a Note if the obligations are assumed pursuant to the Servicing Agreement. In connection
with a Transfer of a Note, the Agent shall not recognize any attempted or purported transfer of any Note in violation of the provisions
of Section 15 and this Section 17. Any such purported transfer shall be absolutely null and void and shall
vest no rights in the purported transferee. Each Noteholder desiring to effect such transfer shall, and does hereby agree to, indemnify
the Agent and any other Noteholder against any liability that may result if the transfer is not made in accordance with the provisions
of this Agreement. Upon a Securitization of the Lead Securitization Note, the Certificate Administrator shall automatically become
and be the Agent.


Section 18.Registration
of the Notes. The Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”) for
the registration and transfer of the Notes. The Agent shall serve as the initial Note registrar and the Agent hereby accepts such
appointment. The names and addresses of the holders of the Notes and the names and addresses of any transferee of any Note of which
the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in Section 17,
and the principal amounts (and stated interest) of the Note owing to each such Noteholder, shall be registered in the Note Register.
The Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes
of this Agreement, except in the case of the Initial Noteholders who may hold their Notes through a nominee. Upon request of a
Noteholder, the Agent shall provide such




    51 


     


    

 


party with the names
and addresses of the Noteholders. To the extent another party is appointed as Agent hereunder, the Noteholders hereby designate
such person as its agent under this Section 18 solely for purposes of maintaining the Note Register. The parties intend
for the Notes to be in registered form for federal income tax purposes under Section 5f.103-1(c) of the United States Treasury
Regulations.


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


Section 20.No
Pledge. This Agreement shall not be deemed to represent a pledge of any interest in the Mortgage Loan by the Noteholders. Except
as otherwise provided in this Agreement and the Servicing Agreement, no Non-Lead Noteholder shall have any interest in any property
taken as security for the Mortgage Loan, provided, however, that if any such property or the proceeds of any sale,
lease or other disposition thereof shall be received, then each Non-Lead Noteholder shall be entitled to receive its share of such
application in accordance with the terms of this Agreement and/or the Servicing Agreement.


Section 21.Governing
Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT,
THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES
TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. 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 22.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




    52 


     


    

 


SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;


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


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


Section 23.Modifications;
Amendment. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each
Noteholder. Additionally, for as long as any Note is contained in a Securitization Trust, the Noteholders shall not amend or modify
this Agreement without first receiving a Rating Agency Confirmation; provided that no such confirmation from the Rating
Agencies shall be required in connection with a modification or amendment (i) to cure any ambiguity, to correct or supplement any
provisions herein that may be defective or inconsistent with any other provisions herein or with the Servicing Agreement, (ii)
entered into pursuant to Section 35 of this Agreement or (iii) to correct or supplement any provision herein that may
be defective or inconsistent with any other provisions of this Agreement.


Section 24.Successors
and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and permitted assigns. Except as provided herein, none of the provisions of this Agreement shall
be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 15, each Noteholder may assign
or delegate its rights or obligations under this Agreement. Upon any such assignment, the assignee shall be entitled to all rights
and benefits of the applicable Noteholder hereunder, including, without limitation, the right to make further assignments and grant
additional Notes.


Section 25.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 26.Captions.
The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended
to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction
of this Agreement.


Section 27.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




    53 


     


    

 


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 28.Entire
Agreement. This Agreement constitutes the entire agreement among 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 29.Withholding
Taxes.


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


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


(c)       Each
Subordinate Noteholder represents to the Note A Holders (for the benefit of the Mortgage Loan Borrower) that it is not a Non-Exempt
Person and that neither the Lead Securitization Noteholder nor the Mortgage Loan Borrower is obligated under applicable law to
withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement. From time to time
as necessary during the term of this Agreement, any Subordinate Noteholder (if not included at such time in the Lead Securitization
Trust) shall deliver to the Lead Securitization Noteholder or Servicer, as applicable, evidence satisfactory to the Lead Securitization
Noteholder substantiating that such Subordinate Noteholder is not a Non-Exempt




    54 


     


    

 


Person and that the
Lead Securitization Noteholder is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage
Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if any Subordinate Noteholder 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 Noteholder an Internal Revenue Service Form W-9 and (ii) if
any Subordinate Noteholder is not created or organized under the laws of the United States, any state thereof or the District of
Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower is treated for United States income tax
purposes as derived in whole or part from sources within the United States, the Subordinate Noteholders shall satisfy the requirements
of the preceding sentence by furnishing to the Lead Securitization Noteholder Internal Revenue Service Form W-8ECI, Form W-8IMY
(with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by the Subordinate
Noteholder, as evidence of the Subordinate Noteholder’s exemption from the withholding of United States tax with respect
thereto. The Lead Securitization Noteholder shall not be obligated to make any payment hereunder to any Subordinate Noteholder
in respect of its respective B Note or otherwise until such Subordinate Noteholder shall have furnished to the Lead Securitization
Noteholder the requested forms, certificates, statements or documents.


Section 30.Custody
of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Notes) will be held by the
Lead Securitization Noteholder (or a custodian acting on behalf of the Lead Securitization Noteholder) who shall act as secured
party under the Mortgage Loan Documents on behalf of the registered holders of the Notes. Notwithstanding anything to the contrary
in this Agreement, upon the Lead Securitization, the originals of all of the Mortgage Loan Documents (other than the Notes) shall
be held by the Custodian. Each Note shall be held by the respective Noteholder or a custodian appointed by such Noteholder.


Section 31.Notices.
All notices required hereunder shall be given by (i) writing and personally delivered, (ii) sent by facsimile transmission (during
business hours) if a party has provided a facsimile number, (iii) reputable overnight delivery service (charges prepaid), (iv)
sent by electronic mail containing language requesting the recipient to confirm receipt thereof if a party has provided an electronic
mail address and only if such electronic mail is promptly followed by a written notice or (v) certified United States mail, postage
prepaid return receipt requested, and addressed to the respective parties at their addresses set forth on Exhibit B hereto,
or at such other address as any party shall hereafter inform the other party by written notice given as aforesaid. All written
notices so given shall be deemed effective upon receipt.


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


Section 32.Broker.
Each Noteholder represents to each other Noteholder that no broker was responsible for bringing about this transaction.




    55 


     


    

 


 


Section 33.Certain
Matters Affecting the Agent.


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


(b)       The
Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any officer’s certificate
or assignment and assumption agreement delivered to the Agent pursuant to Section 17;


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


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


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


(f)       The
Agent shall not be bound to make any investigation into the facts or matters stated in any officer’s certificate or assignment
and assumption agreement delivered to the Agent pursuant to Section 17; and


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


Section 34.Termination
of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder.
In the event that the Agent is terminated pursuant to this Section 34, all of its rights and obligations under this
Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination.


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




    56 


     


    

 


Certificate Administrator,
as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator
as Agent under this Agreement.


Section 35.Resizing.
In connection with the Mortgage Loan, each Noteholder agrees, subject to clause (iii) below, that if a Note A Holder determines
that it is advantageous to resize its Note by causing the Mortgage Loan Borrower to execute amended and restated or additional
pari passu notes (in either case, “New Notes”) reallocating the principal of such Note to such New Notes, each
Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to effect such resizing at such resizing
Noteholder’s expense; provided that (i) the aggregate principal balance of all outstanding New Notes following the
creation thereof is no greater than the principal balance of such Note or Notes immediately prior to the creation of the New Notes,
(ii) the weighted average Interest Rate of all outstanding New Notes following the creation thereof is the same as the Interest
Rate of the related Note or Notes immediately prior to the creation of the New Notes, and (iii) no such resizing shall (x) change
the interest allocable to, or the amount of any payments due to, any other Noteholder, or priority of such payments, or (y) increase
any other Noteholder’s obligations or decrease any other Noteholder’s rights, remedies or protections. In connection
with any resizing of an A Note, the related Noteholder may allocate its rights hereunder among the New Notes in any manner in its
sole discretion.


Section 36.Conflict.
To the extent of any inconsistency between the Servicing Agreement, on one hand, and this Agreement, on the other, this Agreement
shall control.


[SIGNATURE PAGE FOLLOWS]


 




    57 


     


    

 


 


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


 


 


	 	CITI REAL ESTATE FUNDING INC., as 

Initial CREFI Note A Holder and Initial Agent
	 	 
	 	 
	 	By:	/s/ Sana Petersen
	 	 	Name:	Sana Petersen
	 	 	Title:	Vice President




    
MAD 2019-650M - Co-Lender Agrecment


     


    

 


 


 


 


 


	 	GOLDMAN SACHS BANK USA., as Initial 

GS Bank Note A Holder
	 	 
	 	 
	 	By:	/s/ Leah Nivison
	 	 	Name:	Leah Nivison
	 	 	Title:	Authorized Signatory


 


 




    
MAD 2019-650M - Co-Lender Agrecment


     


    

 


 


	 	BARCLAYS CAPITAL REAL ESTATE 

INC., as Initial BCREI Note A Holder
	 	 
	 	 
	 	By:	/s/ Daniel Schmidt
	 	 	Name:	Daniel Schmidt
	 	 	Title:	Authorized Signatory


 


 


 


 




    
MAD 2019-650M - Co-Lender Agrecment


     


    

 


 


	 	BMO HARRIS BANK N.A., as Initial BMO 

Harris Note A Holder
	 	 
	 	 
	 	By:	/s/ Michael Kauffman
	 	 	Name:	Michael Kauffman
	 	 	Title:	Managing Director


 




    
MAD 2019-650M - Co-Lender Agrecment


     


    

 


 


	 	CITI REAL ESTATE FUNDING INC., as Initial Note B-1 Holder
	 	 
	 	 
	 	By:	/s/ Sana  Petersen
	 	 	Name:	Sana  Petersen
	 	 	Title:	Vice President


 




    
MAD 2019-650M - Co-Lender Agrecment


     


    

 


 


	 	GOLDMAN SACHS BANK USA., as Initial Note B-2 Holder
	 	 
	 	 
	 	By:	/s/ Leah Nivison
	 	 	Name:	Leah Nivison
	 	 	Title:	Authorized Signatory


 


 




    
MAD 2019-650M - Co-Lender Agrecment


     


    

 


 


	 	BARCLAYS CAPITAL REAL ESTATE INC., as Initial Note B-3 Holder
	 	 
	 	 
	 	By:	/s/ Daniel Schmidt
	 	 	Name:	Daniel Schmidt
	 	 	Title:	Authorized Signatory


 




    
MAD 2019-650M - Co-Lender Agrecment


     


    

 


 


	 	BMO HARRIS BANK N.A., as Initial Note B-4 Holder
	 	 
	 	 
	 	By:	/s/ Michael Kauffman
	 	 	Name:	Michael Kauffman
	 	 	Title:	Managing Director


 


 


 




    
MAD 2019-650M - Co-Lender Agrecment


     


    

 


 


EXHIBIT A


MORTGAGE LOAN SCHEDULE


A.       Description
of Mortgage Loan:





	Mortgage Loan Agreement:	Loan Agreement, dated as of November 26, 2019, between Citi Real Estate Funding Inc., Goldman Sachs Bank USA, Barclays Capital Real Estate Inc., BMO Harris Bank N.A. and 650 Madison Owner LLC
	Mortgage Loan Borrower	650 Madison Owner LLC
	Date of the Mortgage Loan and Notes:	
        November 26, 2019 (Mortgage Loan, Note A-1, Note A-2,
        Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note B-1, Note B-2, Note B-3 and Note B-4)

        December 9, 2019 (Note A-1-1 and Note A-1-2)

	Initial Principal Amount of 

Mortgage Loan:	

$800,000,000
	Location of Mortgaged Property:	New York, New York
	Stated Maturity Date:	December 12, 2029


B.       Description
of Note Interests: Each Note shall have the initial Principal Balance, Percentage Interest and initial rate of interest set
forth in the table below.


	
        Note
        Designation
	
        Initial

        Interest Rate
	
        

        Percentage Interest
	
        Original
        Principal Balance

	Note A-1-1	3.486%	6.25%	$50,000,000
	Note A-1-2	3.486%	30.36%	$242,900,000
	Note A-2	3.486%	18.31%	$146,450,000.00
	Note A-3	3.486%	18.31%	146,450,000.00
	Note A-4	3.486%	0.05%	$400,000.00
	Note A-5	3.486%	0.03%	$200,000.00
	Note A-6	3.486%	0.03%	$200,000.00
	Note A-7	3.486%	0.03%	$200,000.00
	Note B-1	3.486%	10.66%	$85,280,000.00
	Note B-2	3.486%	5.33%	$42,640,000.00
	Note B-3	3.486%	5.33%	$42,640,000.00
	Note B-4	3.486%	5.33%	$42,640,000.00


 




    
A-1


     


    

 


 


EXHIBIT B


Initial Note A Noteholders:


(i) if to CREFI:


 


Citi Real Estate Funding Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson


Facsimile number: (646) 328-2943


 


with an electronic copy emailed to: richard.simpson@citi.com


 


with copies to:


 


Citi Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco


Facsimile number: (347) 394-0898


 


with an electronic copy emailed to: raul.d.orozco@citi.com


 


and




Citi Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor


Facsimile number: (646) 862-8988


 


with an electronic copy emailed to: ryan.m.oconnor@citi.com


 


 


(ii) if to GS Bank:


 


Goldman Sachs Bank USA

2001 Ross Avenue, 30th Floor

Dallas, Texas 75201

Attention: General Counsel (REFG)


 


and




    
B-1


     


    

 


 


 


Goldman Sachs Bank USA

2001 Ross Avenue, 31st Floor

Dallas, Texas 75201

Attention: Servicing Liaison (REFG)


 


(iii) if to BCREI:


 


Barclays Capital Real Estate Inc.

745 7th Avenue

New York, New York 10019

Attention: Sabrina Khabie


 


(iv) if to BMO Harris:


 


BMO Harris Bank N.A.

111 West Monroe Street

Chicago, Illinois 60603

Attention: Michael Kauffman, Managing Director




    
B-2


     


    

 


 


EXHIBIT C



PERMITTED FUND MANAGERS


 


	1.	Westbrook Partners
	2.	DLJ Real Estate Capital Partners
	3.	iStar Financial Inc.
	4.	Capital Trust, Inc.
	5.	Lend-Lease Real Estate Investments
	6.	Archon Capital, L.P.
	7.	Whitehall Street Real Estate Fund, L.P.
	8.	The Blackstone Group International Ltd.
	9.	Apollo Real Estate Advisors
	10.	Colony Capital, Inc.
	11.	Praedium Group
	12.	J.E. Robert Companies
	13.	Fortress Investment Group LLC
	14.	Lonestar Opportunity Fund
	15.	Clarion Partners
	16.	Walton Street Capital, LLC
	17.	Starwood Financial Trust
	18.	BlackRock, Inc.
	19.	Rialto Capital Management, LLC
	20. 	Rialto Capital Advisors, LLC
	21.	Raith Capital Partners, LLC
	22.	Eightfold Real Estate Capital, L.P.
	23.	Perella Weinberg Partners
	24.	Square Mile Capital Management LLC


 








    
C-1