Exhibit 4.10


EXECUTION VERSION


AGREEMENT BETWEEN NOTE HOLDERS


Dated as of January 23, 2020





by and between





MORGAN STANLEY BANK, N.A.,

(Initial Note A-1 Holder)





MORGAN STANLEY BANK, N.A.

(Initial Note A-2 Holder)





MORGAN STANLEY BANK, N.A.

(Initial Note A-3 Holder)





BARCLAYS CAPITAL REAL ESTATE INC.

(Initial Note A-4 Holder)





and





MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC

(Initial Agent)


545 Washington Boulevard


 



    	 	 	 



    	 



    




 


TABLE OF CONTENTS


Page


	Section 1.	Definitions.	1
	Section 2.	Servicing of the Mortgage Loan.	14
	Section 3.	Priority of Payments.	21
	Section 4.	Workout.	22
	Section 5.	Administration of the Mortgage Loan.	22
	Section 6.	Note Holder Representatives.	26
	Section 7.	Appointment of Special Servicer.	28
	Section 8.	Payment Procedure.	29
	Section 9.	Limitation on Liability of the Note Holders.	30
	Section 10.	Bankruptcy.	30
	Section 11.	Representations of the Note Holders.	31
	Section 12.	No Creation of a Partnership or Exclusive Purchase Right.	31
	Section 13.	Other Business Activities of the Note Holders.	32
	Section 14.	Sale of the Notes.	32
	Section 15.	Registration of the Notes and Each Note Holder.	35
	Section 16.	Governing Law; Waiver of Jury Trial.	35
	Section 17.	Submission To Jurisdiction; Waivers.	36
	Section 18.	Modifications.	36
	Section 19.	Successors and Assigns; Third Party Beneficiaries.	37
	Section 20.	Counterparts.	37
	Section 21.	Captions.	37
	Section 22.	Severability.	37
	Section 23.	Entire Agreement.	37
	Section 24.	Withholding Taxes.	37
	Section 25.	Custody of Mortgage Loan Documents.	39
	Section 26.	Cooperation in Securitization.	39
	Section 27.	Notices.	40
	Section 28.	Broker.	40
	Section 29.	Certain Matters Affecting the Agent.	40
	Section 30.	Reserved.	41
	Section 31.	Resignation of Agent.	41
	Section 32.	Resizing.	41




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This AGREEMENT BETWEEN
NOTE HOLDERS (this “Agreement”), dated as of January 23, 2020 by and between MORGAN STANLEY BANK, N.A. (“MSBNA”
and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the
“Initial Note A-1 Holder”), MSBNA (together with its successors and assigns in interest, in its capacity
as initial owner of Note A-2 described below, the “Initial Note A-2 Holder”), MSBNA (together with
its successors and assigns in interest, in its capacity as initial owner of Note A-3 described below, the “Initial
Note A-3 Holder”), BARCLAYS CAPITAL REAL ESTATE INC. (“BCREI” and, together with its successors
and assigns in interest, in its capacity as initial owner of Note A-4 described below, the “Initial Note A-4
Holder”; the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder and the
Initial Note A-4 Holder are referred to collectively herein as the “Initial Note Holders”) and MORGAN STANLEY
MORTGAGE CAPITAL HOLDINGS LLC (“MSMCH” and, in its capacity as initial agent, the “Initial Agent”).


W I T N E S S E T H:


WHEREAS, pursuant
to the Mortgage Loan Agreement (as defined herein), MSBNA and BCREI 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 borrowers
described on the Mortgage Loan Schedule (collectively, the “Mortgage Loan Borrower”), which is evidenced, inter
alia, by (i) a promissory note in the original principal amount of $81,285,000 (as amended, modified, consolidated, or
supplemented, “Note A-1”), (ii) a promissory note in the original principal amount of $60,000,000
(as amended, modified, consolidated, or supplemented, “Note A-2”), (iii) a promissory note in the
original principal amount of $60,000,000 (as amended, modified, consolidated, or supplemented, “Note A-3”)
and (iv) a promissory note in the original principal amount of $50,321,250 (as amended, modified, consolidated, or supplemented,
“Note A-4” and, together with Note A-1, Note A-2 and Note A-3, the “Notes”);


WHEREAS, each of
the Notes is secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”) on certain real
property located as described on the Mortgage Loan Schedule (the “Mortgaged Property”);


WHEREAS, each Initial
Note Holder desires to enter into this Agreement to memorialize the terms under which it, and its successors and assigns, shall
hold the Notes;


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


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


 




    	 	  	 



    	 



    

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


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


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


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and on and after the
Note A-1 Securitization Date shall mean the Master Servicer.


“Agent Office”
shall mean the designated office of the Agent, which office, as of the date of this Agreement, is the office of the Initial Agent
listed on Exhibit B hereto, and which is the address to which notices to and correspondence with the Agent should be directed.
The Agent may change the address of its designated office by notice to the Note Holders.


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


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


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


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


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


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


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


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


“Certificate”
shall mean any certificate issued pursuant to a Securitization.


 




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


“Certificateholder”
shall mean any holder of a Certificate issued pursuant to a Securitization, to the extent provided under the terms of the related
Securitization Servicing Agreement.


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


“Commission”
shall mean the Securities and Exchange Commission.


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


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


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


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


“Controlling
Note” shall mean Note A-1.


“Controlling
Note Holder” shall mean the holder of the Controlling Note; provided that at any time the Controlling Note is
included in a Securitization, references to the “Controlling Note Holder” herein shall mean the holders of the majority
of the class of securities issued in such Securitization designated as the “controlling class” or any other party that
is assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided
in the related Securitization Servicing Agreement; provided that for so long as 50% or more of the Controlling Note is held
by (or the party assigned the rights to exercise the rights of the “Controlling Note Holder” (as described above) is)
the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, the Controlling Note (and such party assigned the rights
to exercise the rights of the “Controlling Note Holder” as described above) shall not be entitled to exercise any rights
of the Controlling Note Holder, and there shall be deemed to be no Controlling Note Holder hereunder. If the Controlling Note is
included in a Securitization, the related Securitization Servicing Agreement may contain additional limitations on the rights of
the designated party entitled to exercise the rights of the “Controlling Note Holder” hereunder if such designated
party is the Mortgage Loan Borrower or if it has certain relationships with the Mortgage Loan Borrower.


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


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


 




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


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


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


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


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


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


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


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


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


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


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


“Interested
Person” shall mean the Depositor, any Non-Lead Depositor, the Master Servicer, any Non-Lead Master Servicer, the Special
Servicer, any Non-Lead Special


 




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Servicer, the Trustee,
any Non-Lead Trustee, the Asset Representations Reviewer, any Mortgage Loan Borrower, any manager of any Mortgaged Property, any
independent contractor engaged by any of the foregoing parties, the Controlling Note Holder, the Controlling Note Holder Representative,
any Non-Controlling Note Holder, any Non-Controlling Note Holder Representative, any holder of a related mezzanine loan, or any
known Affiliate of any such party described above.


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


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


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


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


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


“Lead Securitization
Note” shall mean any Note included in the Lead Securitization.


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


“Lead Securitization
Servicing Agreement” shall mean the pooling and servicing agreement entered into in connection with the Note A-1 Securitization;
provided, that during any period that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization
Servicing Agreement, the “Lead Securitization Servicing Agreement” shall be determined in accordance with the second
paragraph of Section 2(a).


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


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


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


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


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


 




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


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


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


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of January 6, 2020, between MSBNA and BCREI, collectively as
lender, and the Mortgage Loan Borrower, as the same may be further amended, restated, supplemented or otherwise modified from time
to time, subject to the terms hereof.


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


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


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


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


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


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


“New Notes”
shall have the meaning assigned to such term in Section 32.


“Non-Controlling
Note” means any Note (other than the Controlling Note), including any New Note designated as a “Non-Controlling
Note” hereunder pursuant to Section 32.


“Non-Controlling
Note Holder” means any holder of a Non-Controlling Note; provided that at any time such holder’s respective
Note is included in a Securitization, references to such “Non-Controlling Note Holder” herein shall mean the “Directing
Certificateholder” under the related Non-Lead Securitization Servicing Agreement or any other party assigned the rights to
exercise the rights of such “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Non-Lead
Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer
and the Special Servicer) has been given written notice; provided that for so long as 50% or more of any Non-Controlling
Note is held by (or the majority “controlling class” holder or other party assigned the rights to exercise the rights
of such “Non-Controlling Note Holder” (as described above) is) the Mortgage Loan Borrower or an Affiliate of the Mortgage
Loan Borrower, such Non-Controlling


 




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


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


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


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


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


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


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


 




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“Non-Lead
Securitization Note” shall mean any Note (other than a Lead Securitization Note), including any New Note designated as
a “Non-Lead Securitization Note” hereunder pursuant to Section 32.


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


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


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


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


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


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


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


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


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


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


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


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


“Note A-3
Holder” shall mean the Initial Note A-3 Holder or any subsequent holder of Note A-3, as applicable.


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


“Note A-4
Holder” shall mean the Initial Note A-4 Holder or any subsequent holder of Note A-4, as applicable.


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


 




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“Note Holder”
shall mean the holder of a Note.


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


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


“Notes”
shall have the meaning assigned to such term in the recitals and shall include any New Notes created pursuant to Section 32.


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


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


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


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


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


“Principal
Balance” shall mean, at any time of determination, (i) with respect to any Note, the initial principal balance thereof
as set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the related Note Holder or reductions
in such amount pursuant to Section 3 or Section 4, as applicable, and (ii) with respect to the Mortgage Loan, the
sum of the Principal Balances of the Notes.


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


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


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


 




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(b)              
one or more of the following:


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


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


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


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


 




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the capital surplus/equity and total
asset requirements set forth below in the definition), or


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


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


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


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


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


“Rating Agency
Communication” shall mean, with respect to any action and any Securitization, any written communication intended for
a Rating Agency, which shall be delivered at least ten (10) Business Days prior to completing such action, in electronic document
format suitable for website posting to the 17g-5 information provider under the applicable Securitization Servicing Agreement.


 




    	 	 -11-	 



    	 



    

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


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


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


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


“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, such special servicer has a ranking by
Morningstar equal to or higher than “MOR CS3” as a special servicer, provided that if Morningstar has not issued a
ranking with respect to such special servicer, such special servicer is acting as special servicer in a commercial mortgage loan
securitization that


 




    	 	 -12-	 



    	 



    

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


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


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


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


“Securitization”
shall mean the sale by a Note Holder of all or a portion of its Note to a depositor who will in turn include such Note (or portion
thereof) as part of the securitization of one or more mortgage loans.


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


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


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


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


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


“Servicer
Termination Event” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at
any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous
concept


 




    	 	 -13-	 



    	 



    

under the servicing agreement pursuant
to which the Mortgage Loan is being serviced in accordance with the terms of this Agreement.


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


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


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


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


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


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


Section 2.               
Servicing of the Mortgage Loan.


(a)               
Each Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced
from and after the Lead Securitization Date by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement
and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments
of principal or interest in respect of any Note other than the Lead Securitization Note(s) 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 Lead Securitization Servicing Agreement; provided, further, that, when appointed, the
Special Servicer has the required Special Servicer Rating from each Rating Agency then rating a Securitization. Each Note Holder
acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that
it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s
expense, to effect such Securitization. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably
and unconditionally consents to the appointment of the


 




    	 	 -14-	 



    	 



    

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


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


 




    	 	 -15-	 



    	 



    

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


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


 




    	 	 -16-	 



    	 



    

servicing and administration of
the Mortgage Loan (or, with respect to the Operating Advisor, incurred in connection with the provision of services for the Mortgage
Loan) under the Lead Securitization Servicing Agreement (collectively, the “Indemnified Items”) to the extent
of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the related Companion Distribution
Account and, to the extent of funds related to the Mortgage Loan, the Collection Account, are insufficient for reimbursement of
such amounts, each Non-Lead Securitization Note Holder shall be required to, promptly following notice from the Master Servicer,
the Special Servicer or the Trustee, reimburse each of the applicable Indemnified Parties for its pro rata share of the
insufficiency.


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


 




    	 	 -17-	 



    	 



    

Securitization Note, from general
collections of the related Securitization Trust, as and to the extent provided in the related Non-Lead Securitization Servicing
Agreement.


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


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


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


 




    	 	 -18-	 



    	 



    

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


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


(d)              
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 or any other party to such Non-Lead Securitization Servicing Agreement in connection with
such Asset Review by providing the Non-Lead Asset Representations Reviewer or such other requesting party with any documents reasonably
requested by the Non-Lead Asset Representations Reviewer or such other requesting party, but only to the extent such documents
are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.


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


 




    	 	 -19-	 



    	 



    

(f)               
In addition to the foregoing, each Non-Lead Securitization Servicing Agreement shall contain terms and conditions that are
customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required
by the Code relating to the tax elections of the trust fund formed pursuant to such Non-Lead Securitization Servicing Agreement,
(ii) required by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the related
Securitization.  Each Non-Lead Securitization Note Holder shall have the right to designate the Non-Lead Master Servicer and
Non-Lead Special Servicer with respect to the Securitization related to its Note.  Without limiting the generality of any
provision set forth above, for purposes of the Mortgage Loan, each Non-Lead Securitization Servicing Agreement shall contain provisions
(x) requiring the related Non-Lead Master Servicer and the related Non-Lead Special Servicer to maintain, or subjecting them to
possible termination for not maintaining, compliance with customary servicer rating criteria (but the rating agencies need not
be the same) and (y) providing for indemnification of the Depositor, Master Servicer, Special Servicer, Certificate Administrator,
Trustee and Operating Advisor under the Lead Securitization Servicing Agreement (and any director, officer, employee or agent of
any of the foregoing, to the extent such parties are identified as indemnified parties in the Lead Securitization Servicing Agreement
in respect of other mortgage loans) against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments
and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of the Mortgage Loan
(or, with respect to the related operating advisor, incurred in connection with the provision of services for the Mortgage Loan)
to the same extent that the Indemnified Parties are indemnified under the Lead Securitization Servicing Agreement against the Indemnified
Items; provided, that (A) this statement shall not be construed to prohibit differences in timing, control or consultation
triggers or thresholds, terminology, allocation of ministerial duties between multiple servicers or other service providers or
certificateholder or investor voting or consent thresholds, or to prohibit or restrict additional approval, consent, consultation,
notice or rating agency confirmation requirements; and (B) if there is any conflict between this sentence and any other provision
of this Agreement, such other provision of this Agreement shall control. To the extent of any conflict between this Agreement and
the Lead Securitization Servicing Agreement, the terms of this Agreement shall control.


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


(h)              
Prior to the Note A-1 Securitization Date, all servicing and other decisions regarding the Mortgage Loan that deviate from
the terms set forth in the Mortgage Loan Documents shall be made: (i) with respect to the matters set forth on Exhibit D hereto
that constitute “Pre-Securitization Major Decisions”, by the consent of the holders of seventy-five percent (75%) or
more of the Mortgage Loan, and (ii) with respect to the matters set forth on Exhibit D hereto that constitute “Pre-Securitization
Unanimous Decisions”, by unanimous consent of all of the holders of the Mortgage Loan.






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


For clarification
purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall first, be
used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer,
the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances
in accordance with the terms of the Lead Securitization Servicing Agreement, second, be used to reduce the respective amounts
payable on each Note by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead
Trustee, as applicable, for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as
specified in the Lead Securitization Servicing Agreement or applicable Non-Lead Securitization Servicing Agreement, as applicable),
third, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional
trust fund expenses under the Lead Securitization Servicing Agreement (including Special Servicing Fees, unpaid Workout Fees and
Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and
finally, with respect to any remaining amount of Penalty Charges, pro rata, to the Lead Securitization Note(s) (to
be paid to the Master Servicer and/or the Special Servicer as additional


 




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servicing compensation as provided in
the Lead Securitization Servicing Agreement) and to each Non-Lead Securitization Note (to be paid, (x) prior to the securitization
of such Note, to the related Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special
Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement).


Any Note Holder that
receives proceeds from the sale of the primary servicing rights with respect to the Mortgage Loan shall remit to the other Note
Holders, promptly upon receipt thereof, such amounts as are required such that each Note Holder receives its pro rata share
of such proceeds on a Pro Rata and Pari Passu Basis. Any proceeds received by any Note Holder from the sale of master servicing
rights with respect to its Note shall be for its own account.


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


Section 5.               
Administration of the Mortgage Loan.


(a)               
Subject to this Agreement (including but not limited to Section 2(h) and Section 5(c)) and the Lead Securitization
Servicing Agreement and subject to the rights and consents, where required, of the Controlling Note Holder Representative, the
Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf) shall have the
sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage
Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent
to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive
any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and no Non-Lead Securitization
Note Holder shall have any voting, consent or other rights whatsoever except as explicitly set forth herein with respect to the
Lead Securitization Note Holder’s administration of, or exercise of its rights and remedies with respect to, the Mortgage
Loan. Subject to this Agreement and the Lead Securitization Servicing Agreement, no Non-Lead Securitization Note Holder shall have
any right to, and each Non-Lead Securitization Note Holder hereby presently and irrevocably assigns and conveys to the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder)
the rights, if any, that such Note Holder has to, (i) call, or cause the Lead Securitization Note Holder to call, an Event
of Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower,
including, without limitation, filing, or causing the Lead Securitization Note Holder to file, any bankruptcy


 




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petition against the Mortgage Loan
Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf)
shall not have any fiduciary duty to any Non-Lead Securitization Note Holder in connection with the administration of the Mortgage
Loan (but the foregoing shall not relieve the Lead Securitization Note Holder from the obligation to make any disbursement of
funds as set forth herein or its obligation to follow the Servicing Standard (in the case of the Master Servicer or the Special
Servicer) or any liability for failure to do so).


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


 




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Servicer or the Special Servicer
in connection with the proposed sale. Subject to the foregoing, each Note Holder or its Note Holder Representative shall be permitted
to submit an offer at any sale of the Mortgage Loan.


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


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


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


 




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


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


 




    	 	 -25-	 



    	 



    

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


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


(d)              
If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within
the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the
Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired
by or on behalf of the Note Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure
of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of
the pro rata share of each Note Holder therein shall at all times qualify as “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code and (iii) no Servicer may modify, waive or amend any provision of the Mortgage
Loan, consent to or withhold consent from any action of the Mortgage Loan Borrower, or exercise or refrain from exercising any
powers or rights which the Note Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant
modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States
Department of the Treasury, more than three (3) months after the startup day of the REMIC which includes the Notes (or any portion
thereof). Each Note Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC provisions
in the Lead Securitization Servicing Agreement relating to the administration of the Mortgage Loan.


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


Section 6.               
Note Holder Representatives.


(a)               
The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”).
The Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and


 




    	 	 -26-	 



    	 



    

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


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


 




    	 	 -27-	 



    	 



    

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


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


Each Non-Controlling
Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations
with respect to the Mortgage Loan (with respect to such Note Holder, the “Non-Controlling Note Holder Representative”).
All of the provisions relating to the Controlling Note Holder and the Controlling Note Holder Representative set forth in the first
paragraph of this Section 6(a) (except those contained in the last sentence thereof) and the second paragraph of this Section
6(a) shall apply to each Non-Controlling Note Holder and its Non-Controlling Note Holder Representative mutatis mutandis.


For so long
as the Controlling Note is included in the Lead Securitization, the “Directing Certificateholder” under the Lead Securitization
Servicing Agreement (or any other party designated under the Lead Securitization Servicing Agreement to exercise the rights of
the Controlling Note Holder hereunder) shall be the Controlling Note Holder Representative.


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


 




    	 	 -28-	 



    	 



    

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


Section 8.               
Payment Procedure.


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


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


 




    	 	 -29-	 



    	 



    

pay to any Mortgage
Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto.


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


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


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


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


Section 10.           
Bankruptcy.  Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization
Note Holder 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


 




    	 	 -30-	 



    	 



    

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


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


Section 12.           
No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken
pursuant hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association,


 




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


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


Section 14.           
Sale of the Notes.


(a)               
Except as otherwise provided in Section 14(c) below, each Note Holder agrees that it will not sell, assign, transfer,
pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation
interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms
of this Agreement. Promptly after any such Transfer, any non-transferring Note Holders shall be provided with (x) a representation
from each transferee or the transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except
in the case of a Transfer in accordance with the immediately following sentence or a Transfer by a Note Holder to an entity that
constitutes a Qualified Institutional Lender pursuant to clause (b)(iii) of the definition thereof) and (y) a copy of the
assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective
Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of
each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust,
provide each of the applicable engaged Rating Agencies for such Securitization Trust with a Rating Agency Communication (or, if
the transferring Note Holder is the Lead Securitization Note Holder, obtain a Rating Agency Confirmation from each of the applicable
Rating Agencies for such Securitization Trust). Notwithstanding the foregoing, without each non-transferring Note Holder’s
prior consent (which will not be unreasonably withheld), and, if any non-transferring Note Holder’s Note is held in a Securitization
Trust, until a Rating Agency Confirmation is obtained from each engaged Rating Agency for such Securitization Trust, no Note Holder
shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage
Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.
The transferring Note Holder agrees that it shall pay the expenses of any non-transferring Note Holder (including all expenses
of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder


 




    	 	 -32-	 



    	 



    

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


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


(c)               
Notwithstanding any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity
(other than the Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that
is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A”
(or the equivalent) or better by each applicable Rating Agency (or, if not rated by an applicable Rating Agency, an equivalent
(or higher) rating from any two of Fitch, Moody’s and S&P) (a “Note Pledgee”), on terms and conditions
set forth in this Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder
or any person which Controls such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify
as a “Pledge” hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender may not take title
to the pledged Note without a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to each other Note
Holder and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee), each other
Note Holder agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of
any default by the pledging Note Holder in respect of its obligations under this Agreement of which default such Note Holder has
actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Note Holder
in respect of its obligations to each other Note Holder hereunder, but such Note Pledgee shall not be obligated to cure any such
default; (iii) that no amendment, modification, waiver or termination of this Agreement shall be effective against such Note
Pledgee without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed;
(iv) that such other Note Holder shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously
with


 




    	 	 -33-	 



    	 



    

the giving of same to the pledging
Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall
reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to such other Note Holder;
and (vi) that, upon written notice (a “Redirection Notice”) to each other Note Holder and any Servicer
by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure periods, under the pledging Note Holder’s
obligations to such Note Pledgee pursuant to the applicable credit agreement between the pledging Note Holder and such Note Pledgee
(which notice need not be joined in or confirmed by the pledging Note Holder), and until such Redirection Notice is withdrawn or
rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Note Holder or Servicer would otherwise
be obligated to pay to the pledging Note Holder from time to time pursuant to this Agreement or the Lead Securitization Servicing
Agreement. Any pledging Note Holder hereby unconditionally and absolutely releases each other Note Holder and any Servicer from
any liability to the pledging Note Holder on account of such other Note Holder’s or Servicer’s compliance with any
Redirection Notice believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee. Note Pledgee shall
be permitted to exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee (and accept an assignment
in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Note Holders
and any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate thereof
which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in
lieu of foreclosure), and its successor and assigns, as the successor to the pledging Note Holder’s rights, remedies and
obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations
of the pledging Note Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such
Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 14(c)
shall remain effective as to any Note Holder (and any Servicer) unless and until such Note Pledgee shall have notified any such
Note Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


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


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


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


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


 




    	 	 -34-	 



    	 



    

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


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


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


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


Section 16.           
Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED
TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND
OBLIGATIONS OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS
OF


 




    	 	 -35-	 



    	 



    

THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CHOICE OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


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


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


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


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


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


Section 18.           
Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed
by each Note Holder. Additionally, for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend
or modify this Agreement without first obtaining a Rating Agency Confirmation from each Rating Agency then rating any Certificates
of any Securitization; provided that no such Rating Agency Confirmation shall be required in connection with a modification
(i) to cure any ambiguity, to correct or supplement any provisions herein that may be defective or inconsistent with any other
provisions herein or with the Lead Securitization Servicing Agreement, or (ii) with respect to matters or questions arising under
this Agreement, to make provisions of this Agreement consistent with other provisions of this Agreement (including, without limitation,
in connection with the creation of New Notes pursuant to Section 32).






    	 	 -36-	 



    	 



    

 Section 19.           
Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. Except as provided herein, including without limitation, with respect
to the Trustee, Certificate Administrator, Master Servicer and Special Servicer and any Non-Lead Master Servicer, Non-Lead Special
Servicer or Non-Lead Trustee, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person
not a party hereto. Subject to Section 14 and Section 15, each Note Holder may assign or delegate its rights
or obligations under this Agreement. Upon any such assignment, the assignee shall be entitled to all rights and benefits of the
applicable Note Holder hereunder. For the avoidance of doubt, the representations in Section 11 shall not be binding upon
any Securitization Trust.


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


Section 21.           
Captions. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference
only and are not intended to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration
in the construction of this Agreement.


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


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


Section 24.           
Withholding Taxes. (a) If the Lead Securitization Note Holder or the Mortgage Loan Borrower shall be required by
law to deduct and withhold Taxes from interest, fees or other amounts payable to any Non-Lead Securitization Note Holder with respect
to the Mortgage Loan as a result of such Non-Lead Securitization Note Holder constituting a Non-Exempt Person, such Lead Securitization
Note Holder, in its capacity as servicer, shall be entitled to do so with respect to such Non-Lead Securitization Note Holder’s
interest in such payment (all withheld amounts being deemed paid to such Note Holder), provided that the Lead Securitization Note
Holder shall furnish such Non-Lead Securitization Note Holder with a statement setting forth the amount of Taxes withheld, the
applicable rate and other information which may reasonably be requested for purposes of assisting such Note Holder to seek any
allowable credits or deductions for the Taxes so withheld in each jurisdiction in which such Note Holder is subject to tax.







    	 	 -37-	 



    	 



    

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


(c)               
Each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) represents (for the benefit
of the Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the
Mortgage Loan Borrower is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan
or otherwise pursuant to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary
during the term of this Agreement, each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder)
shall deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization
Note Holder substantiating that such Note Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not
obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement.
Without limiting the effect of the foregoing, (i) if a Note Holder is created or organized under the laws of the United States,
any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the
Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if a Note Holder is not created or organized
under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts
by the Mortgage Loan Borrower is treated for United States income tax purposes as derived in whole or part from sources within
the United States, such Note Holder shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization
Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments), Form W-8BEN or Form W-8BEN-E, or
successor forms, as may be required from time to time, duly executed by such Note Holder, as evidence of such Note Holder’s
exemption from the withholding of United States tax with respect thereto. The Lead Securitization Note Holder shall not be obligated
to make any payment hereunder with respect to any Non-Lead Securitization Note or otherwise until the holder of such Note shall
have furnished to the Lead Securitization Note Holder requested forms, certificates, statements or documents.






    	 	 -38-	 



    	 



    

 


Section 25.           
Custody of Mortgage Loan Documents. Prior to the Lead Securitization Date, the originals of all of the Mortgage Loan Documents
(other than the Notes) will be held by the Initial Agent (or its designee) on behalf of the registered holders of the Notes. On
and after the Lead Securitization Date, the originals of all of the Mortgage Loan Documents (other than any Non-Lead Securitization
Note) shall be held in the name of the Trustee (and held by a duly appointed custodian therefor) under the Lead Securitization
Servicing Agreement, on behalf of the registered holders of the Notes. On and after the Securitization of any Non-Lead Securitization
Note, such Note shall be held in the name of the trustee of the related Securitization Trust (and held by a duly appointed custodian
therefor) under the related Securitization Servicing Agreement, on behalf of the related Note Holder.


Section 26.           
Cooperation in Securitization.


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


 




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for such Securitization.
Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of,
each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder
by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with
such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization.


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


Section 27.           
Notices. All notices required hereunder shall be given by (i)  facsimile transmission (during business hours)
if the sender on the same day sends a confirming copy of such notice by reputable overnight delivery service (charges prepaid),
(ii) reputable overnight delivery service (charges prepaid) or (iii) certified United States mail, postage prepaid return
receipt requested, and addressed to the respective parties at their addresses set forth on Exhibit B hereto, or at such other address
as any party shall hereafter inform the other party by written notice given as aforesaid. All written notices so given shall be
deemed effective upon receipt.


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


Section 29.           
Certain Matters Affecting the Agent.


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


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


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


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


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


 




    	 	 -40-	 



    	 



    

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


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


Section 30.           
Reserved.


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


Section 32.           
Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate
thereof (each, an “Original Entity”) is the owner of any Note that is not included in a Securitization (each,
an “Owned Note”), such Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents,
to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable, “New
Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further
“component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned
Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than
the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average
interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis and
such reallocated or component notes shall be automatically subject to the terms of this Agreement, (iv) the Original Entity holding
the New Notes shall notify each other Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and
the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes
does not violate the Servicing Standard. Each New Note shall constitute a “Note” hereunder without any further act
or deed. If the Lead Securitization Note Holder so requests, the Original Entity holding the New Notes (and any subsequent holder
of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified.
Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed
in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each
other Note. In connection with the


 




    	 	 -41-	 



    	 



    

foregoing (provided
the conditions set forth in clauses (i) through (v) above are satisfied, with respect to clauses (i) through (iv), as certified
by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed
to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable,
solely for the purpose of reflecting such reallocation of principal. If more than one New Note is created hereunder, for purposes
of exercising the rights of a Controlling Note Holder, Non-Controlling Note Holder, Lead Securitization Note Holder or Non-Lead
Securitization Note Holder hereunder associated with the Owned Note, the “Controlling Note Holder,” “Non-Controlling
Note Holder”, “Lead Securitization Note Holder” or “Non-Lead Securitization Note Holder,” as applicable,
shall be as provided in the definitions of such terms in this Agreement or as otherwise designated in writing by the Original Entity
to the other Note Holders; provided that the Controlling Note Holder shall be entitled to designate any New Note created
from the existing Controlling Note to be a Non-Controlling Note hereunder; provided, further, that the Lead Securitization
Note Holder shall be entitled to designate any New Note created from the existing Lead Securitization Note to be a Non-Lead Securitization
Note hereunder.


[SIGNATURE PAGE FOLLOWS]


 




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


 


	 	MORGAN STANLEY BANK, N.A., as Initial Note A-1 Holder
	 	 	 
	 	By:	/s/ Kristin Sansone
	 	 	Name: Kristin Sansone
	 	 	Title:   Executive Director
	 	 	 
	 	MORGAN STANLEY BANK, N.A., as Initial Note A-2 Holder
	 	 	 
	 	By:	/s/ Kristin Sansone
	 	 	Name: Kristin Sansone
	 	 	Title:   Executive Director
	 	 	 
	 	MORGAN STANLEY BANK, N.A., as Initial Note A-3 Holder
	 	 	 
	 	By:	/s/ Kristin Sansone
	 	 	Name: Kristin Sansone
	 	 	Title:   Executive Director
	 	 	 


 


 


 


545 Washington Boulevard – Agreement
Between Note Holders


 




    	 	 	 



    	 



    

 


	 	BARCLAYS CAPITAL REAL ESTATE INC., as Initial Note A-4 Holder
	 	 	 
	 	By:	/s/ Sabrina Khabie
	 	 	Name: Sabrina Khabie
	 	 	Title:   Authorized Signatory
	 	 	 
	 	 	 


 


 


545 Washington Boulevard – Agreement
Between Note Holders


 




    	 	 	 



    	 



    

 


	 	MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, as Initial Agent
	 	 	 
	 	By:	/s/ Jane Lam
	 	 	Name: Jane Lam
	 	 	Title:   Vice President
	 	 	 
	 	 	 


 


 


545 Washington Boulevard – Agreement
Between Note Holders


 




    	 	 	 



    	 



    

EXHIBIT A





MORTGAGE LOAN SCHEDULE


Description of Mortgage Loan


	Mortgage Loan Borrower:	
        545 WASHINGTON ASSOCIATES FEE, LP, FIREWISH 545 WASHINGTON FEE,
        LLC, LRS 545 WASHINGTON FEE, LLC,

        RIVERSIDE 545 WASHINGTON FEE, LLC, RAINTREE 545 WASHINGTON FEE,
        LLC, SALTMEADOW 545 WASHINGTON FEE, LLC, NNW 7-07 545 WASHINGTON FEE, LLC, RGTSC 545 WASHINGTON FEE, LLC, DDG 545 WASHINGTON FEE,
        LLC, 545 WASHINGTON ASSOCIATES LEASEHOLD, LP, FIREWISH 545 WASHINGTON LEASEHOLD, LLC,

        LRS 545 WASHINGTON LEASEHOLD, LLC, RIVERSIDE 545 WASHINGTON LEASEHOLD,
        LLC, RAINTREE 545 WASHINGTON LEASEHOLD, LLC,

        SALTMEADOW 545 WASHINGTON LEASEHOLD, LLC, NNW 7-07 545 WASHINGTON
        LEASEHOLD, LLC,

        RGTSC 545 WASHINGTON EASEHOLD, LLC, and DDG 545 WASHINGTON LEASEHOLD,
        LLC

	Date of Mortgage Loan: 	January 6, 2020
	Date of Notes: 	January 6, 2020
	Original Principal Amount of Mortgage Loan:	$251,606,250
	Principal Amount of Mortgage Loan as of the date hereof:	$251,606,250
	Note A-1 Principal Balance:	$81,285,000
	Note A-2 Principal Balance:	$60,000,000


 




    	 	 A-1	 



    	 



    

 


	Note A-3 Principal Balance:	$60,000,000
	Note A-4 Principal Balance:	$50,321,250
	Location(s) of Mortgaged Property:	Jersey City, New Jersey
	Initial Maturity Date:	February 5, 2030



 



    	 	 A-2	 



    	 



    

EXHIBIT B


1.     Initial
Note A-1 Holder:


Morgan Stanley Bank, N.A.

1585 Broadway

New York, New York 10036

Attention: Jane Lam


with a copy to:


Morgan Stanley Bank, N.A.

1633 Broadway, 29th Floor


New York, New York 10019

Attention: Legal Compliance Division


and a copy by e-mail to:


 


cmbs_notices@morganstanley.com


2.     Initial
Note A-2 Holder: 


Morgan Stanley Bank, N.A.

1585 Broadway

New York, New York 10036

Attention: Jane Lam


with a copy to:


Morgan Stanley Bank, N.A.

1633 Broadway, 29th Floor


New York, New York 10019

Attention: Legal Compliance Division


and a copy by e-mail to:


 


cmbs_notices@morganstanley.com


 


3.     Initial Note A-3
Holder: 


Morgan Stanley Bank, N.A.

1585 Broadway

New York, New York 10036

Attention: Jane Lam


 




    	 	 B-1	 



    	 



    

with a copy to:


Morgan Stanley Bank, N.A.

1633 Broadway, 29th Floor


New York, New York 10019

Attention: Legal Compliance Division


and a copy by e-mail to:


 


cmbs_notices@morganstanley.com


4.     Initial Note A-4
Holder: 


Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Sabrina Khabie


with a copy to:


Akerman LLP

666 Fifth Ave., 20th Floor

New York, NY 10103

Attention: Randy Eckers

Facsimile No. 212-259-8545


5.     Initial Agent:


Morgan Stanley Mortgage Capital Holdings LLC

1585 Broadway

New York, New York 10036

Attention: Jane Lam


with a copy to:


Morgan Stanley Mortgage Capital Holdings LLC

1633 Broadway, 29th Floor


New York, New York 10019

Attention: Legal Compliance Division


and a copy by e-mail to:


 


cmbs_notices@morganstanley.com 


 




    	 	 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, LLC



		11.	Praedium Group



		12.	JER Partners



		13.	Fortress Investment Group LLC



		14.	Lone Star Funds



		15.	Clarion Partners



		16.	Walton Street Capital, L.L.C.



		17.	Starwood Property Trust, Inc.



		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.



 


 




    	 	 C-1	 



    	 



    

EXHIBIT D



PRE-SECURITIZATION UNANIMOUS DECISIONS AND

PRE-SECURITIZATION MAJOR DECISIONS


 


Pre-Securitization
Unanimous Decisions:


		(1)	Any increase or decrease in the weighted average spreads of the Mortgage Loan above or below the
spreads specified in, or adjusted pursuant to, the Mortgage Loan Documents.



		(2)	Any increase or decrease of the maximum term of any portion of the Mortgage Loan assuming the exercise
of all extension options other than as specified in the Mortgage Loan Documents.



		(3)	Any substitution of the properties securing the Mortgage Loan.



		(4)	Any waiver, reduction, deferral or forgiveness of principal or interest for any portion of the
Mortgage Loan.



		(5)	Any sale, transfer or encumbrance of any collateral for the Mortgage Loan or the underlying property,
other than as specified in the Mortgage Loan Documents.



		(6)	Any sale, transfer or encumbrance of any direct or indirect interests in the Mortgage Loan Borrower
other than as specified in the Mortgage Loan Documents.



		(7)	Any release of the related borrower or guarantor from any liability or obligation as contemplated
by the Mortgage Loan Documents except those that are non-monetary and de minimis in nature.



		(8)	A release of material collateral for the Mortgage Loan, to the extent the lender has a consent
right, as contemplated by the applicable Mortgage Loan Documents.



		(9)	Any modification or extension of, or amendment to, the term sheet related to the Mortgage Loan
between the lenders and the borrower sponsor.



Pre-Securitization
Major Decisions:


 


All decisions
that are not Pre-Securitization Unanimous Decisions and not ministerial.


 






    	 	 D-1