Exhibit 4.23


 


EXECUTION VERSION


 


CO-LENDER AGREEMENT


 


Dated as of June 11, 2019


 


by and between


 


SOCIETE GENERALE FINANCIAL CORPORATION


 


and


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION


 


SWVP Portfolio


 



     


     


    

 



TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Section 1	Definitions	2
	Section 2	Servicing of the Mortgage Loan	16
	Section 3	Priority of Payments	29
	Section 4	Workout	30
	Section 5	Administration of the Mortgage Loan	30
	Section 6	Appointment of Controlling Note Holder Representative and Non-Lead Note Holder Representative	33
	Section 7	Appointment of Special Servicer	37
	Section 11	Representations of the Note Holders	40
	Section 12	No Creation of a Partnership or Exclusive Purchase Right	41
	Section 13	Other Business Activities of the Note Holders	41
	Section 14	Sale of the Notes	41
	Section 15	Registration of the Notes and Each Note Holder	44
	Section 16	Governing Law; Waiver of Jury Trial	44
	Section 17	Submission To Jurisdiction; Waivers	45
	Section 18	Modifications	45
	Section 19	Successors and Assigns; Third Party Beneficiaries	46
	Section 20	Counterparts	46
	Section 21	Captions	46
	Section 22	Severability	46
	Section 23	Entire Agreement	46
	Section 24	Withholding Taxes	46
	Section 25	Custody of Mortgage Loan Documents	48
	Section 26	Cooperation in Securitization	48
	Section 27	Notices	49
	Section 28	Broker	49
	Section 29	Certain Matters Affecting the Agent	50
	Section 30	Termination and Resignation of Agent	50
	Section 31	Resizing	51




 



    i


     


    

 




THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of June 11, 2019, by and among SOCIETE GENERALE FINANCIAL CORPORATION (together
with its successors and assigns in interest, “SGFC” and in its capacity as the initial agent, the “Initial
Agent”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, “JPM”
and together with SGFC, the “Initial Note Holders” and each individually, an “Initial Holder”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), the Initial Noteholders originated a certain loan (the “Mortgage Loan”)
described on Exhibit A hereto (the “Mortgage Loan Schedule”) to SWVP New Orleans LLC, SWVP Sawgrass Mills LLC,
SWVP Raleigh LLC and SWVP Charlotte LLC (collectively, the “Mortgage Loan Borrowers” and each a “Mortgage
Loan Borrower”), which was evidenced by, among other things, 10 Notes (as further described below) in the aggregate original
principal amount of $200,000,000 made by the Mortgage Loan Borrowers in favor of the Initial Note Holders, and secured by a first
mortgage (as amended, modified or supplemented, the “Mortgage”) on certain real property located at the locations
listed on Exhibit A (collectively, the “Mortgaged Property”);


 


WHEREAS, the Mortgage
Loan is evidenced by the following promissory notes (as amended, modified or supplemented, the “Notes”), the
designations and original principal amounts set forth below and made by the Mortgage Loan Borrowers in favor of the applicable
Initial Note Holder as set forth in the table:


 


	Note	Initial Note Holder	Note Date	Original Principal

Balance
	Note A-1	SGFC	April 18, 2019	$35,000,000
	Note A-2	SGFC	April 18, 2019	$30,000,000
	Note A-3	SGFC	April 18, 2019	$10,000,000
	Note A-4	SGFC	April 18, 2019	$10,000,000
	Note A-5	SGFC	April 18, 2019	$10,000,000
	Note A-6	SGFC	April 18, 2019	$5,000,000
	Note A-7	JPM	April 18, 2019	$25,000,000
	Note A-8	JPM	April 18, 2019	$25,000,000
	Note A-9	JPM	April 18, 2019	$35,000,000
	Note A-10	JPM	April 18, 2019	$15,000,000


 


WHEREAS, SGFC intends
(but is not bound) to sell, transfer and assign its right, title and interest in and to all or a portion of Note A-1 and Note A-3
to a depositor who will in turn transfer such notes to a trustee for the BBCMS Mortgage Trust 2019-C3 securitization;


 



     


     


    

 


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


 


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


 


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


 


“A Notes”
shall mean each of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note A-9 and Note A-10.


 


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


 


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


 


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


 


“Advance”
shall mean any Administrative Advance, P&I Advance or Property Protection Advance.


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


“Borrower Affiliate”
shall have the meaning set forth in the Lead Securitization Servicing Agreement; provided that in the event that any Non-Lead
Note is securitized in a Securitization, the term “Borrower Affiliate” as used in the definitions of “Non-Lead
Note Holder” and “Non-Lead Note Holder Representative” shall refer to a “Borrower Affiliate” as defined
in the related Non-Lead Securitization Servicing Agreement or such other analogous term used in the related Non-Lead Securitization
Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


“Controlling
Note Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 is included in the Lead Securitization,
the rights of the “Controlling Note Holder” herein may be exercised by the holders of the majority of the class of
securities issued in the Lead Securitization designated as the “controlling class” or such other class(es) otherwise
assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided
in the Lead Securitization Servicing Agreement. If Note A-1 is included in a Securitization, the Lead 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.


 


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


 


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


 


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


 


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


 


“EU Reporting
Administrator” shall have the meaning assigned to such term in Section 2(l).


 


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


 


“EU Reporting
Liability” shall have the meaning assigned to such term in Section 2(l).


 


“EU Reporting
Obligations” shall have the meaning assigned to such term in Section 2(l).


 


“EU Retention
Rules” shall mean the European Union legislation comprising Regulation (EU) 2017/2402.


 


“EU Transparency
Designee” shall have the meaning assigned to such term in Section 2(l).


 


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


 



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


 


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


 


“Initial Agent”
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 Borrowers, any action
for the dissolution of the Mortgage Loan Borrowers, any proceeding (judicial or otherwise) concerning the application of the assets
of the Mortgage Loan Borrowers 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 Borrowers or
any other action concerning the adjustment of the debts of the Mortgage Loan Borrowers, the cessation of business by the Mortgage
Loan Borrowers, except following a sale, transfer or other disposition of all or substantially all of the assets of the Mortgage
Loan Borrowers in a transaction permitted under the Mortgage Loan Documents; provided, however, that (a) following
any such permitted transaction affecting the title to the Mortgaged Property, the Mortgage Loan Borrowers for purposes of this
Agreement shall be defined to mean the successor owner of the Mortgaged Property from time to time as may be permitted pursuant
to the Mortgage Loan Documents and (b) for the purposes of this definition, if more than one entity comprises the Mortgage Loan
Borrowers, the term “Mortgage Loan Borrowers” shall refer to any such entity.


 


“Interest Rate”
shall mean the Note Rate (as defined in the Mortgage Loan Documents).


 


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


 


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


 


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


 


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


 


“Lead Securitization
Note” shall mean any Note held by the Lead Securitization.


 


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


 



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“Lead Securitization
Servicing Agreement” shall mean (i) the pooling and servicing agreement entered in connection with the Lead Securitization
and (ii) on and after the date on which the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing
Agreement, the “Lead Securitization Servicing Agreement” shall be determined in accordance with Section 2(a).


 


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


 


“Major Decisions”
shall have the meaning given to such term in the Lead Securitization Servicing Agreement.


 


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


 


“Monthly Payment
Date” shall mean the “Payment Date” as defined in the Mortgage Loan Agreement.


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of April 18, 2019, among the Initial Note Holders, as Lender and the
Mortgage Loan Borrowers, collectively as Borrower, as the same may be further amended, restated, supplemented or otherwise modified
from time to time, subject to the terms hereof.


 


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


 


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


 


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


 


“Mortgage Loan
Seller Sub-Servicer” shall mean a Sub-Servicer required to be retained by the Master Servicer by a Mortgage Loan Seller,
or any successor thereto.


 


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


 



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“Net Note Rate”
means, with respect to each Note, the applicable Note Rate minus the Servicing Fee Rate.


 


“Non-Controlling
Note Holder” shall mean the holder of each of Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note
A-9 and Note A-10; provided that at any time Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note
A-9 and Note A-10 are included in a Securitization, references to the “Non-Controlling Note Holder” herein shall mean
the related Non-Lead Securitization Subordinate Class Representative or the controlling class representative under the related
Non-Lead Securitization Servicing Agreement or any other party assigned the rights under the Non-Lead Securitization Servicing
Agreement to exercise the rights of the “Non-Controlling Note Holder” hereunder, as and to the extent provided in the
related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the
Master Servicer and the Special Servicer) has been given written notice; provided that with respect to Note A-2, Note A-3,
Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note A-9 and Note A-10, if at any time 50% or more of Note A-2, Note A-3, Note
A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note A-9 and Note A-10 is held by (or the majority “controlling class”
holder or other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” (as described
above) is) the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, such Note (and the majority “controlling
class” holder or other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder”
as described above) shall not be entitled to exercise the rights of the related Non-Controlling Note Holder, and there shall be
deemed to be no Non-Controlling Note Holder hereunder with respect to such Non-Controlling Note. The Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than
one party as representative of the “controlling class” holder(s) in respect of any Note that is exercising the rights
of a “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement (it being understood
for the avoidance of doubt that the Lead Securitization Note Holder (or the Master Servicer or Special Servicer on its behalf)
may additionally need to deal with the master servicer, special servicer or other party to the related Non-Lead Securitization
Servicing Agreement) and, to the extent that any related Securitization Servicing Agreement assigns such rights to more than one
such party as the representative of the “controlling class” holder(s), for purposes of this Agreement, such Securitization
Servicing Agreement shall designate one party to deal with the Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) as the representative of the related “controlling class” holder(s) in exercising its
rights as a “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement, and such party
shall provide written notice of such designation to the Lead Securitization Note Holder (and the Master Servicer and the Special
Servicer acting on its behalf); provided that, in the absence of such designation and notice, the Lead Securitization Note
Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which
it has received written notice as having been designated as the applicable Non-Controlling Note Holder, as the applicable Non-Controlling
Note Holder under this Agreement. As of the date hereof and until further notice from the applicable Non-Lead Note Holder (or the
applicable Non-Lead Master Servicer or another party acting on its behalf), the initial holder of Note A-2, Note A-3, Note A-4,
Note A-5, Note A-6, Note A-7, Note A-8, Note A-9 and Note A-10 are each a Non-Controlling Note Holder.


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Lead Note
Holder” shall mean each Note Holder of a Non-Lead Note.


 


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


 


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


 


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


 


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


 


“Non-Lead Securitization
Note” shall mean any Note that is not a Lead Securitization Note.


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Permitted Fund
Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached hereto
or any other nationally-recognized manager of investment funds investing in debt or equity interests relating to


 



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commercial real
estate, (ii) investing through a fund with total assets of at least $3,000,000,000 and committed capital of at least $1,500,000,000
and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


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


 


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


 


“Pro Rata Share”
shall mean with respect to each A Note and the related Note A Holder, a fraction, expressed as a percentage, the numerator of which
is the Note Principal Balance of such A Note and the denominator of which is the sum of the Note Principal Balance of all of the
A Notes.


 


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


 


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


 


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


 


(c)         
one or more of the following:


 


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


 


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


 



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


 


(iv)         
an investment fund, limited liability company, limited partnership or general partnership having capital and/or capital
commitments of at least $1,500,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified Institutional
Lender under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities referred to in
clause (i) or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager
responsible for the day-to-day management and operation of such investment vehicle and provided that at least 50% of the
equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified
Institutional Lenders, or


 


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


 


in the case of any entity referred to in
clause (c)(i), (ii), (iii), (iv)(B) or (v) of this definition, (x) such entity has at least $1,500,000,000 in capital/statutory
surplus or shareholders’ equity (except with respect to a pension advisory firm, asset manager or similar fiduciary) and
at least $3,000,000,000 in total assets (in name or under management), and (y) is regularly engaged in the business of making
or owning commercial real estate loans (or interests therein) similar to the Mortgage Loan (or mezzanine loans with respect thereto)
or owning or operating commercial real estate properties; provided that, in the case of the entity described in clause (iv)(B)
above, the requirements of this clause (y) may be satisfied by a general partner, managing member, or the fund manager
responsible for the day-to-day management and operation of such entity; or


 



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


 


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


 


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


 


“Rating Agency
Confirmation” shall mean each of the applicable Rating Agencies shall have confirmed in writing that the occurrence of
the event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or withdrawal
of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In the event that
no Certificates are outstanding, any action that would otherwise require a Rating Agency Confirmation shall require the consent
of the holder of Note A-1, which consent shall not be unreasonably withheld, conditioned or delayed.


 


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


 



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“Realized Losses”
shall mean any reduction in the Mortgage Loan Principal Balance that does not result in an accompanying payment of principal to
any of the Note Holders, which may result from, but is not limited to, one of the following circumstances: (i) the cancellation
or forgiveness of any portion of the Mortgage Loan Principal Balance in connection with a bankruptcy or similar proceeding or a
modification or amendment of the Mortgage Loan granted by the Servicer pursuant to the terms of the Lead Securitization Servicing
Agreement, or (ii) a reduction in the Mortgage Loan Interest Rate or any Note Rate in connection with a bankruptcy or similar proceeding
involving the Mortgage Loan Borrowers or a modification or amendment of the Mortgage Loan agreed to by the Servicer in accordance
with the terms of the Lead Securitization Servicing Agreement, that as a result of the application of Section 4, results
in the application of principal to pay interest to one or more Holders (each such Realized Loss described in this clause (ii) shall
be deemed to have been incurred on the Monthly Payment Date for each affected monthly payment).


 


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


 


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


 


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


 


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


 



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DBRS, within the twelve (12) month period prior to the date of determination, such special servicer has
acted as special servicer for one or more loans included in a commercial mortgage loan securitization that was rated by DBRS, and
DBRS has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class
of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial
mortgage loans as a material reason for such downgrade or withdrawal (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal).


 


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


 


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


 


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


 


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


 


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


 


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


 


“Securitization
Date” shall mean the effective date on which the BBCMS Mortgage Trust 2019-C3 Securitization is consummated.


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which any Notes are held.


 


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


 


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


 


“Servicing Advance”
shall mean “Servicing Advances” as defined in the Lead Securitization Servicing Agreement.


 


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


 


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


 



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


 


“Special Servicer”
shall mean the “special servicer” appointed under the Lead Securitization Servicing Agreement.


 


“Special Servicer
Termination Event” shall have the meaning given to such term in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Trust Loan”
means the portion of the Mortgage Loan evidenced by the Lead Securitization Note.


 


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


 


“Undeveloped
Certificate Administrator Information/Data” shall mean, with respect to the Certificate Administrator, information or
data (other than attorney-client privileged information) that, at the time of any request for information or data, (a) is in the
possession of the Certificate Administrator and (b) has been provided to the Certificate Administrator by another Person, with
(i) (x) no obligation to conduct or perform any Activity or Activities, (y) no obligation to request, direct or instruct any other
Person (and no obligation on the part of any other Person) to conduct or perform any Activity or Activities and (z) no obligation
to verify any Activity or Activities performed by any other Person, and (ii) if for any reason such information or data itself
consists in whole or in part of the results of any Activity or Activities on the part of another Person (it being acknowledged
that this shall not be construed to require any Person to perform any Activity or Activities to determine whether the information
or data includes the results of any Activity or Activities on the part of another Person), (x) no obligation to conduct or perform
any further or additional any Activity or Activities, (y) no obligation to request, direct or instruct any other Person to conduct
or perform any further or additional any Activity or Activities and (z) no obligation to verify any Activity or Activities performed
by any other Person.


 


“Undeveloped
Servicer Information/Data” shall mean, with respect to the Master Servicer, a Mortgage Loan Seller Sub-Servicer or the
Special Servicer, as the case may be, information and data (other than attorney-client privileged information and other than


 



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information
relating to a workout or resolution strategy or plan for a Specially Serviced Mortgage Loan) that, at the time of any request for
information or data, (a) relates to the Mortgage Loan or the Mortgaged Property, (b) is in the possession of such Person and (c)
has been provided to such Person by or on behalf of the Borrower, property manager or lender, with (i) (x) no obligation to conduct
or perform any Activity or Activities, (y) no obligation to request, direct or instruct any other Person (and no obligation on
the part of any other Person) to conduct or perform any Activity or Activities and (z) no obligation to verify any Activity or
Activities performed by any other Person, and (ii) if for any reason such information or data itself consists in whole or in part
of the results of any Activity or Activities on the part of another Person (it being acknowledged that this shall not be construed
to require any Person to perform any Activity or Activities to determine whether the information or data includes the results of
any Activity or Activities on the part of another Person), (x) no obligation to conduct or perform any further or additional any
Activity or Activities, (y) no obligation to request, direct or instruct any other Person to conduct or perform any further or
additional any Activity or Activities and (z) no obligation to verify any Activity or Activities performed by any other Person.


 


“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 to the terms of this Agreement, the Mortgage Loan shall be serviced
from and after the Securitization Date pursuant to the Lead Securitization Servicing Agreement. Subject to the terms and conditions
of this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor under the Lead Securitization Servicing
Agreement by the Depositor as each such party may be replaced pursuant to the terms of the Lead Securitization Servicing Agreement
and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage
Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby irrevocably appoints the Master Servicer,
the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents
reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization
Servicing Agreement (subject at all times to the rights of such Note Holder set forth herein and in the Lead Securitization Servicing
Agreement). In no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note
Holder against any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder;
however, this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note
Holder. Each Servicer (i) shall be required pursuant to the


 



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Lead Securitization Servicing Agreement to service the Mortgage Loan
in accordance with the Servicing Standard (which shall require, among other things, that each Servicer, in servicing the Mortgage
Loan, must take into account the interests of each Note Holder), the terms of the Mortgage Loan Documents, this Agreement, the
Lead Securitization Servicing Agreement and applicable law, (ii) shall provide information to each Non-Lead Servicer to enable
each such Non-Lead Servicer to perform its servicing duties under the related Non-Lead Securitization Servicing Agreement and (iii)
shall not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.


 


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


 


(c)         
At any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the
Note Holders agree to cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by
the Note Holders, pursuant to a servicing agreement that has servicing terms substantially similar to the Lead Securitization
Servicing Agreement (including, without limitation, all applicable provisions relating to delivery of information and reports
necessary for any Non-Lead Securitization to comply with any applicable reporting requirements under the Exchange Act and all
references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing
agreement; provided, however, that (1) if (x) the servicer(s) to be appointed under such replacement servicing
agreement would not otherwise meet the conditions to be a servicer under the Lead Servicing Agreement that is being replaced
or (y) a Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation shall have been obtained from
each Rating Agency and (2) until a replacement servicing agreement has been entered into, the Lead Securitization Note Holder
shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Lead Securitization Servicing Agreement as if
such agreement was still in full force and effect with respect to the Mortgage Loan, by the Servicer in the Lead
Securitization or by any Person appointed by the Lead Securitization Note Holder that is a qualified servicer meeting the
requirements of the Lead Securitization Servicing Agreement; except that the Servicer shall have no obligation to make any
P&I Advances on the Lead Securitization Notes or Administrative Advances.


 


(d)         
The Master Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the
extent provided in the Lead Securitization Servicing Agreement) (i) shall be required to make Servicing Advances and
Administrative Advances with respect to the Mortgage Loan, subject to the terms of the Lead Securitization


 



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Servicing
Agreement and this Agreement, and (ii) may be required to make P&I Advances on the Lead Securitization Notes, if and to
the extent provided in the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer, the Special
Servicer and the Trustee, as applicable, shall be entitled to reimbursement for any Advance and interest thereon and Trust
Fund Expenses in accordance with the terms of the Lead Securitization Servicing Agreement and this Agreement.


 


(e)         
Each Non-Lead Securitization Note Holder agrees to indemnify (i) (as and to the same extent the Lead Securitization Trust is
required to indemnify each of the following parties in respect of the Mortgage Loan pursuant to the terms of the Lead
Securitization Servicing Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor and the Depositor (and any director, officer, employee or agent of any of the foregoing, to
the extent such parties are identified as indemnified parties in the Lead Securitization Servicing Agreement in respect of
the Mortgage Loan) and (ii) the Lead Securitization Trust (such parties in clause (i) and the Lead Securitization Trust,
collectively, the “Indemnified Parties”) against any claims, losses, penalties, fines, forfeitures, legal
fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the
servicing and administration of the Mortgage Loan and the Mortgaged Property (or, with respect to the Operating Advisor,
incurred in connection with the provision of services for the Mortgage Loan) under the Lead Securitization Servicing
Agreement (collectively, the “Indemnified Items”) to the extent of its pro rata share of such
Indemnified Items.


 


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


 


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


 



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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


(k)         
If a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization
Servicing Agreement, the Master Servicer, the Special Servicer and the Trustee and the Certificate Administrator shall
reasonably cooperate with such Non-Lead Asset Representations Reviewer in connection with such Asset Review by providing such
Non-Lead Asset Representations Reviewer with any documents reasonably requested by such Non-Lead Asset Representations
Reviewer, but only to the extent that such documents are in the possession of the Master Servicer, the Special Servicer, the
Trustee or the Certificate Administrator as the case may be, and are not in the possession of the Non-Lead Asset
Representations Reviewer, Non-Lead Master Servicer, Non-Lead Special Servicer or custodian under the related Non-Lead
Securitization Servicing Agreement.


 



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(l)          
The Lead Securitization Note Holder shall cause the Lead Securitization Servicing Agreement to include provisions to the
effect that, at any time when a Non-Lead Note is included in a Securitization, for so long any Person (such a Person, with
respect to such Securitization, the “EU Transparency Designee”) is an “originator, sponsor [or] SSPE”
(as such terms are defined in the EU Retention Rules) and has transparency and reporting obligations or conditions imposed by
the EU Retention Rules or otherwise under applicable law in connection with such Securitization (“EU Reporting
Obligations”):


 


(i)            each of the
Master Servicer and the Certificate Administrator, as applicable, will make available to the vendor, if any, designated by the
EU Transparency Designee (such vendor, the EU Reporting Administrator”) and the EU Transparency Designee, the U.S. CREFC®
Investor Reporting Package and, subject to the Lead Securitization Servicing Agreement, access to such parties’ website,
if any, relating to this Agreement or the securitizations effected hereby;


 


(ii)          
each of the Master Servicer, the Special Servicer and the Certificate Administrator, as applicable, shall use reasonable
efforts to deliver or make available to the EU Reporting Administrator and the EU Transparency Designee such additional
information and data as may be reasonably requested by the EU Reporting Administrator or the EU Transparency Designee in good
faith and such request for such information and data shall include the following: (A) the specific name of (or, if not known,
the type of (using customary references)) report, data, information, analysis, communication, agreement, document, or
instrument being sought and (B) reference to each applicable loan, borrower or related party, lender, and property (each,
an “Additional Data Request”), in each case within a reasonable period following the receipt of
such Additional Data Request; provided that such obligation shall be subject to all of the following terms and
conditions:


 


(A)        the
Master Servicer, any Mortgage Loan Seller Sub- Servicer or the Special Servicer, as the case may be, shall have no
obligation to deliver or  make available information or data other than Undeveloped Servicer Information/Data  and the
Certificate Administrator shall have no obligation to deliver or make available  information or data other than
Undeveloped Certificate Administrator Information/Data;


 


(B)      
prior to such Additional Data Request, the EU Reporting  Administrator and the EU Transparency Designee shall have
reviewed all information  and data it received from each of the Master Servicer, the Special Servicer and the
 Certificate Administrator or has access to via such party’s website (or as a Privileged  Person);


 


(C)       the Master
Servicer, any Mortgage Loan Seller Sub- Servicer, the Special Servicer or the Certificate Administrator, as the case may be,
shall  have no obligation to deliver or make available information or data that is contained  within the information and
data so received, or previously received, by or made available  to the EU Reporting Administrator and the EU Transparency Designee,
or either of them,  as described in the preceding clause (B) (including any information or data included in  any U.S. CREFC®
Investor Reporting Package previously delivered or made available);


 



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(D)      
the EU Reporting Administrator or the EU Transparency  Designee has reasonably determined it needs the requested
information and data for the  purposes of compliance with EU Reporting Obligations;


 


(E)       the Master
Servicer, any Mortgage Loan Seller Sub- Servicer or the Special Servicer, as the case may be, shall have no obligation to deliver
or  make available information or data other than asset-level Undeveloped Servicer  Information/Data, in each case relating
to the securitization(s) effected hereby and the  Serviced Mortgage Loans and the Serviced Whole Loans (including Undeveloped
 Servicer Information/Data relating to the Borrowers or the Mortgaged Properties), and  the Certificate Administrator shall
have no obligation to deliver or make available  information or data other than bond-level Undeveloped Certificate Administrator
 Information/Data relating to the securitization(s) effected hereby and the Mortgage Loans  and the Whole Loans (including
Undeveloped Certificate Administrator Information/Data  relating to the Borrowers or the Mortgaged Properties);


 


(F)       the Master
Servicer, any Mortgage Loan Seller Sub- Servicer, the Special  Servicer or the Certificate Administrator, as the case may
be, shall  have no obligation to  respond to more than one Additional Data Request made to such  Person by the EU Reporting
Administrator and the EU Transparency Designee, or either  of them, per reporting period under the EU Retention Rules;


 


(G)       the Person
responsible for delivering or making available  such Undeveloped Servicer Information/Data or Undeveloped Certificate Administrator
 Information/Data shall be entitled in each case to elect in its sole discretion between  delivering such Undeveloped Servicer
Information/Data or Undeveloped Certificate  Administrator Information/Data, as the case may be, on the one hand, or making
 available such  Undeveloped Servicer Information/Data or Undeveloped Certificate  Administrator Information/Data, as
the case may be, on the other hand; and


 


(H)       the
EU Transparency Designee shall have previously  satisfied the condition regarding indemnification set forth in Section
2(l)(v) below. (iii)  with respect to each Mortgage Loan if there is a Sub-Servicer, the Master Servicer shall  use
reasonable efforts to cause such Sub-Servicer to provide to the EU Reporting  Administrator and the EU Transparency
Designee access to such Sub-Servicer’s website  in order for the Master Servicer to comply with its obligations
under this Section 2(l).


 


(iv)         for
the purposes of clause (ii)(D) above, the Master Servicer, the Special Servicer and the Certificate Administrator (and each Mortgage
Loan Seller Sub-Servicer) shall be entitled to conclusively assume, and rely upon the determination (without any independent investigation,
diligence or otherwise), that each Additional Data Request is necessary for compliance with the EU Reporting Obligations;


 


(v)          the Lead Securitization
Servicing Agreement may provide that it shall be a condition to the obligations of each of the Master Servicer, any Mortgage Loan
Seller Sub-Servicer for the Mortgage Loan, the Special Servicer and the Certificate Administrator otherwise set forth above that
the EU Transparency Designee shall have caused to be executed and


 



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delivered to the Master Servicer, any relevant Mortgage Loan
Seller Sub-Servicer, the Special Servicer and the Certificate Administrator an undertaking (by an entity reasonably acceptable
to the Master Servicer, the Special Servicer, the Certificate Administrator and any relevant Mortgage Loan Seller Sub-Servicer)
to (A) indemnify and hold harmless the Master Servicer, the Special Servicer, the Certificate Administrator (and any relevant Mortgage
Loan Seller Sub-Servicer) and their respective officers, directors, shareholders, members, managers, employees, agents, affiliates
and controlling persons (each, an “EU Reporting Indemnified Party”), from and against any and all losses, liabilities,
damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees, expenses,
disbursements and costs of enforcement), as incurred, which any such EU Reporting Indemnified Party incurs or to which any such
EU Reporting Indemnified Party may become subject pursuant to an action or claim, insofar as the same arise out of or are based,
in whole or in part, upon the EU Reporting Obligations and (B) reimburse each EU Reporting Indemnified Party for any and all expenses
(including, without limitation, the fees, expenses, costs and disbursements of counsel) as reasonably incurred in investigating,
preparing for or defending against any such action or claim, to the extent that any such expenses are not paid under clause (A)
above (in the case of both clauses (A) and (B) above, collectively, “EU Reporting Liabilities”); provided that no holding
harmless or indemnification shall be required to the extent that the relevant EU Reporting Liability arises out of such EU Reporting
Indemnified Party’s willful misconduct, fraud or gross negligence in the performance of its obligations under this Section
2(l) or its grossly negligent disregard of its obligations under this Section 2(l); and provided, further, that such
EU Transparency Designee will be deemed to have satisfied the condition set forth in this clause (v) with respect to the Master
Servicer, any Mortgage Loan Seller Sub-Servicer, the Special Servicer or the Certificate Administrator, as the case may be, if
such EU Transparency Designee causes the execution and delivery, to or for the benefit of the Master Servicer, any Mortgage Loan
Seller Sub-Servicer, the Special Servicer or the Certificate Administrator, as the case may be, an indemnification agreement the
form and substance of which and the obligor under which are acceptable to such Person in its sole discretion as evidenced by such
Person’s execution thereof or consent thereto as a beneficiary. No such losses, claims or liabilities shall be paid or reimbursed
from the assets of the Lead Securitization; and


 


(vi)         the
EU Transparency Designee shall notify the Master Servicer, each Mortgage Loan Seller Sub-Servicer, the Special Servicer and the
Certificate Administrator in writing of any termination or resignation of the EU Reporting Administrator and the appointment of
any replacement or successor EU Reporting Administrator and, at any time after the effective date of a termination or resignation
of the EU Reporting Administrator and before the effective date of the appointment of a replacement or successor EU Reporting Administrator,
references to the EU Reporting Administrator in this Section 2(l) shall be deemed to refer to the EU Transparency Designee;
provided, however, that the Master Servicer shall furnish the then-current notice addresses for the Mortgage Loan Seller Sub-Servicers
(as set forth in the related Sub-Servicing Agreements or as later received by the Master Servicer) within three (3) Business Days
following request therefor by the EU Transparency Designee and the EU Transparency Designee shall be entitled to rely on such notice
addresses so furnished to it for the purpose of such notice by the EU Transparency Designee to each Mortgage Loan Seller Sub-Servicer
under this clause (vi).


 



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Notwithstanding anything
to the contrary in this Agreement, none of the Master Servicer, the Special Servicer or the Certificate Administrator (nor any
Sub-Servicer) shall have any reporting or other similar obligations in connection with the EU Transparency Designee’s compliance
with the EU Reporting Obligations except for the obligations expressly set forth above in this Section 2(l).


 


In addition, the Lead
Securitization Note Holder shall cause the Lead Securitization Servicing Agreement to designate the EU Transparency Designee and
the EU Reporting Administrator as Privileged Persons, subject to the execution and delivery of a reasonable agreement restricting
the use of information made available to such Persons that is unrelated to the Mortgage Loan, and to designate as Privileged Persons
one or more authorities identified by the EU Transparency Designee.


 


(m)         
The Lead Securitization Servicing Agreement shall satisfy Moody’s rating methodology for eligible accounts and
permitted investments for a securitization rated “Aaa” by Moody’s. Without limiting the generality of any
provision set forth above, for purposes of the Mortgage Loan, the Lead Securitization Servicing Agreement shall contain
provisions requiring the Master Servicer and the Special Servicer to maintain, or subjecting them to possible termination for
not maintaining, compliance with customary servicer rating criteria (but the rating agencies need not be the same) and,
subject to Section 2(o); provided, that (x) 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 (y) if there is any conflict between
this sentence and any other provision of this Agreement, such other provision of this Agreement shall control.


 


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


 


(o)
          The Lead Securitization Note Holder agrees that it shall cause the Lead
Securitization Servicing Agreement to provide as follows:


 


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


 


ii.            
if the Master Servicer determines that a proposed P&I Advance with respect to the Lead Securitization Note or Servicing
Advances with respect to the Mortgage Loan, if made, or any outstanding P&I Advance or Servicing Advances previously made,
would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer shall provide each Non-


 



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Lead Master Servicer written
notice of such determination within two (2) business days after such determination was made;


 


iii.           
the Master Servicer shall make the CREFC® Reports (except the CREFC® Bond Level File, the
CREFC® Collateral Summary File, the CREFC® Special Servicer Loan File, the CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet) available (A) prior to the securitization
of a Non-Lead Securitization Note, to the related Note Holder on each Distribution Date; and (B) following securitization of a
Non-Lead Securitization Note, to the related Non-Lead Master Servicer no later than two Business Days after the Determination Date;


 



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


 


v.           
each Non-Lead Securitization Note Holder shall be entitled to the same indemnity as the Lead Securitization Note Holder
under the Lead Securitization Servicing Agreement with respect to the following items; each of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, and the Custodian shall be required to indemnify each
certifying person and the Non-Lead Depositor for any public Other Securitization, and their respective directors and officers and
controlling persons, to the same extent that they indemnify the Depositor (as depositor in respect of the Lead Securitization)
and each certifying person for (i) its failure to deliver the items in clause (vi) below in a timely manner, (ii) its failure to
perform its obligations to such Non-Lead Depositor or Non-Lead Trustee under Article XI (or any article substantially similar thereto)
of the Lead Securitization Servicing Agreement by the time required after giving effect to any applicable grace period or cure
period, (iii) the failure of any Servicing Function Participant or Additional Servicer retained by it to perform its obligations
to such Non-Lead Depositor or Non-Lead Trustee under such Article XI (or any article substantially similar thereto) of the Lead
Securitization Servicing Agreement by the time required and/or (iv) any deficient Exchange Act report regarding, and delivered
by or on behalf of, such party;


 


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


 


vii.          
the Master Servicer, any primary servicer, the Special Servicer and the Trustee, Certificate Administrator or other party
acting as custodian for the Lead Securitization shall be required to deliver (and shall be required to cause (or, in the case of
a Mortgage Loan Seller Sub-Servicer, shall be required to use commercially reasonable efforts to


 



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cause) each other servicer and
servicing function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation AB) retained or engaged
by it to deliver), to each Non-Lead Depositor and each Non-Lead Trustee, in a timely manner, (i) the reports, certifications, compliance
statements, accountants’ assessments and attestations, and all information to be included in reports (including, without
limitation, Form ABS-15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request, any other materials specified in the applicable
Non-Lead Securitization Servicing Agreement, in the case of clauses (i) and (ii), as the parties to each Non-Lead Securitization
may reasonably require in order to comply with their obligations under the Securities Act and the Exchange Act (including Rule
15Ga-1) and Regulation AB, and any other applicable law. Without limiting the generality of the foregoing, the Initial Note Holder
of the Lead Securitization Note shall provide in a timely manner to each Non-Lead Depositor and each Non-Lead Trustee a copy of
the Lead Securitization Servicing Agreement in EDGAR-compatible format (but not later than one business day following the closing
date of the Lead Securitization) and each Servicer under the Lead Securitization Servicing Agreement will be required, upon prior
written request, to provide to each Non-Lead Depositor and each Non-Lead Trustee any other information required to comply in a
timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K, any other disclosure information required
pursuant to Regulation AB, in each case in a timely manner for inclusion in any disclosure document, and with respect to such Servicers
(at the expense of the requesting party), upon prior written request, market indemnification agreements, opinions and Regulation
AB compliance letters as were or are being delivered with respect to the Lead Securitization. In addition, the Initial Note Holder
of the Lead Securitization Note shall give the other Note Holders written notice in a timely manner (but no later than one (1)
business day prior to the applicable filing date) of any re-filing (other than a filing made in connection with a formal amendment
of the Lead Securitization Servicing Agreement) by the Depositor of the Lead Securitization Servicing Agreement subsequent to the
Securitization Date if such filing contains revisions or changes that are material to any other Note Holder. As used in this Agreement,
“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125,
as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the United
States SEC or by the staff of the SEC, or as may be provided by the SEC or its staff from time to time, in each case as effective
from time to time as of the compliance dates specified therein. The Master Servicer, any primary servicer and the Special Servicer
shall each be required to provide certification and indemnification to each Certifying Person with respect to the Sarbanes-Oxley
Certification (or analogous terms) as such terms are defined in the Non-Lead Securitization Servicing Agreement;


 


viii.        
each of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting Party shall
cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under the applicable
Sub-Servicing Agreement), with the Non-Lead Depositor to the same extent as such party is required to cooperate with the Lead Depositor
under Article XI (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement in connection with
the reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder. All respective reasonable out-of-pocket costs and expenses incurred by any Non-Lead Depositor (including reasonable
legal fees and expenses of outside counsel to such depositor) in connection with the foregoing (other than those costs and expenses
related to participation by such Non-Lead Depositor in any telephone conferences and


 



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meetings with the SEC and other costs such
Non-Lead Depositor must bear pursuant to Article XI (or any article substantially similar thereto) of the Lead Securitization Servicing
Agreement) and any amendments to any reports filed with the SEC therewith shall be promptly paid by the applicable Affected Reporting
Party upon receipt of an itemized invoice from such Non-Lead Depositor;


 


ix.           
any late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to any Non-Lead
Securitization Note or reimbursable to any Non-Lead Master Servicer or any Non-Lead Trustee in accordance with this Agreement shall
be remitted by the Master Servicer to the applicable Non-Lead Master Servicer within one (1) Business Day of receipt and identification
thereof unless such amount would otherwise be included in the monthly remittance to the applicable Non-Lead Securitization Note
Holder for such month; provided, however, that to the extent any such amounts are received after 4:00 p.m. Eastern time on any
given business day, the Master Servicer shall remit such amounts within two (2) business days of receipt of properly identified
funds;


 


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


 


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


 


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


 


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


 


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


 


xv.          
“Servicer Termination Events” (or any analogous term under the Lead Securitization Servicing Agreement) shall
include customary market termination events with respect to failure to make advances, failure to timely remit payments to the Non-Lead
Note Holders as required hereunder or under the Lead Securitization Servicing Agreement (subject to


 



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no more than one business day
grace period), failure to timely deposit amounts into any REO Account or to remit to a Servicer for deposit into a related collection
or custodial account, failure to deliver (or cause to be delivered) materials or information required in order for the Non-Lead
Note Holders or the Non-Lead Depositor to timely comply with its obligations under the Exchange Act, the Securities Act and Form
SF-3, and for rating agency downgrades or other triggers with respect to any certificates issued in connection with a Non-Lead
Securitization, subject to customary grace periods (provided that, in the case of failures related to the securities laws, such
grace periods will not cause a Non-Lead Depositor to fail to comply with the applicable provisions of such securities laws). Upon
the occurrence of such a Servicer Termination Event with respect to the Master Servicer affecting any Non-Lead Note Holder and
the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Master Servicer shall
be required, upon the direction of such Non-Lead Note Holder, to appoint a subservicer with respect to the related Non-Lead Securitization
Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer affecting any Non-Lead Note Holder
and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall,
upon direction of such Non-Lead Note Holder, terminate the Special Servicer with respect to, but only with respect to, the Mortgage
Loan;


 


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


 


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


 


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 Properties or amounts realized as proceeds
thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty,
letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other
than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Properties or released to the
Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents), but excluding (x) all amounts for required
reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents)
to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses
or Servicing


 



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Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing
Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any P&I Advances (and interest
thereon) made with respect to each Note which may only be reimbursed out of payments and collections allocable to each Note, as
applicable and (ii) any Servicing Fees due to the Master Servicer in excess of the 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) to any Servicer, with respect to the Mortgage Loan
pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses under
the Lead Securitization Servicing Agreement relating to the Mortgage Loan (but subject to second paragraph of Section 5(b)
hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Default Charges
(to the extent provided in the immediately following paragraph) and any other additional compensation payable pursuant to the Lead
Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on
a Pro Rata and Pari Passu Basis.


 


For clarification purposes,
Default Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall be allocated to the Notes on
a Pro Rata and Pari Passu Basis and applied 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, the Non-Lead Master Servicer or the 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 the
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 (other than Special Servicing Fees, unpaid Workout
Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement)
and finally, (i) in the case of the remaining amount of Default Charges allocable to the Lead Securitization Note, be paid
to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization
Servicing Agreement and (ii) in the case of the remaining amount of Default Charges allocable to the Non-Lead Securitization Note,
be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization
Servicing Agreement.


 


Section 4.              
Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the
Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Servicing Standard, if the Lead Securitization
Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof
such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Note 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 Pro Rata and Pari Passu Basis of


 



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payment of the Notes, and the full economic effect of all waivers, reductions or deferrals
of amounts due on the Mortgage Loan attributable to such workout shall be borne by the Note A Holders, on a Pro Rata and Pari
Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other
amounts due to each Note A Holder, as applicable).


 


Section 5.              
Administration of the Mortgage Loan.


 


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


 


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


 



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


 


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


 


The authority of the
Lead Securitization Note Holder to sell the Non-Lead Securitization Notes, and the obligations of the Non-Lead Securitization Note
Holders to execute and deliver instruments or deliver the Non-Lead Securitization Note upon request of the Lead Securitization
Note Holder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which the Lead Securitization
is terminated in accordance with its terms.


 


(b)        
If any Note is included as an asset of a real estate mortgage investment conduit within the meaning of Section 860D(a)
of the Code (a “REMIC”), then, any provision of this Agreement to the contrary notwithstanding: (i) the
Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired
by or on behalf of the Note Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure
of the Mortgage or lien on such


 



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property following a default on the Mortgage Loan shall be administered so that the interest of
each Note Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent
from any action of the Mortgage Loan Borrowers, 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, 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 the other Note Holders be reduced to offset
or make-up any such payment or deficit.


 


(c)         
The Mortgage Loan shall be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal
Reduction Amounts with respect to the Mortgage Loan shall be allocated to the A Notes on a pro rata and pari passu
basis (based on their relative outstanding principal balances).


 


(d)         
Prior to calculating any amount of interest or principal due to the Note A Holders under Section 3 hereof, the Servicer
shall reduce the Note A Principal Balance pro rata (based on their respective outstanding Principal Balances) (in each case,
not below zero) by any Realized Loss with respect to the Mortgage Loan.


 


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


 


(a)         
The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”).
The Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace
the Controlling Note Holder Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising
its various rights under this Agreement, the Controlling Note Holder may, at its option, in each case, act through the Controlling
Note Holder Representative. The Controlling Note Holder Representative may be any Person (other than the Mortgage Loan Borrowers,
its principal or any Affiliate of the Mortgage Loan Borrowers), including, without limitation, the Controlling Note Holder, any
officer or employee


 



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of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other unrelated third party.
No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling
Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under this Agreement may be taken by the
Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. No Servicer, Operating Advisor, Trustee
or Certificate Administrator acting on behalf of the Lead Securitization Note Holder shall be required to recognize any Person
as a Controlling Note Holder Representative until the Controlling Note Holder has notified each Servicer, Operating Advisor, Trustee
and Certificate Administrator 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 each Servicer, Operating Advisor, Trustee and
Certificate Administrator with written confirmation of its acceptance of such appointment (and such parties will be entitled to
rely on such notice), an address and facsimile number for the delivery of notices and other correspondence and a list of officers
or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and
facsimile numbers). The Controlling Note Holder shall promptly deliver such information to each Servicer, Operating Advisor, Trustee
and Certificate Administrator.


 


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


 


(c)         
The Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Lead Securitization Note
Holder hereunder and the rights and powers granted to the “controlling class representative” or similar party
under, and as defined in, the Lead Securitization Servicing Agreement with respect to the Mortgage Loan. In addition, the Controlling
Note Holder shall be entitled to advise (1) the Special Servicer with respect to all Major Decisions related to a “Specially
Serviced Mortgage Loan” (as defined in the Lead


 



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Securitization Servicing Agreement) and (2) the Special Servicer with
respect to all Major Decisions for which the Servicer must obtain the consent or deemed consent of the Special Servicer, and, except
as set forth below (i) the Master Servicer shall not be permitted to implement any Major Decision unless it has obtained the
prior consent of the Special Servicer and (ii) prior to the occurrence and continuance of a Control Event (as defined in the
Lead Securitization Servicing Agreement), the Special Servicer shall not be permitted to consent to the Master Servicer’s
implementing any Major Decision nor will the Special Servicer itself be permitted to implement any Major Decision as to which the
Controlling Note Holder has objected in writing within ten (10) Business Days after receipt of the written analysis and such
additional information requested by the Controlling Note Holder as may be necessary in the reasonable judgment of the Controlling
Note Holder in order to make a judgment with respect to such Major Decision. The Controlling Note Holder may also direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling Note Holder
may deem advisable.


 


If the Controlling Note
Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision within ten (10) Business
Days after delivery to the Controlling Note Holder by the applicable Servicer of written notice of a proposed Major Decision, together
with any information requested by the Controlling Note Holder as may be necessary in the reasonable judgment of the Controlling
Note Holder in order to make a judgment, then upon the expiration of such ten (10) Business Days such Major Decision shall be deemed
to have been approved by the Controlling Note Holder.


 


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


 


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


 


The Controlling Note
Holder shall have no liability to the other Note Holders or any other party for any action taken, or for refraining from the taking
of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Lead Securitization
Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance,
bad faith or gross negligence. The Note Holders


 



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


 


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


 


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


 


(f)          
(1) the Lead Securitization Note Holder (or the Special Servicer acting on its behalf) shall be required to provide to each Non-Lead
Note Holder (or its related Non-Lead Note Holder Representative) (i) notice, information and reports with respect to any Major
Decisions (similar to such notice, information and report it is required to deliver to the Directing Holder pursuant to the Lead
Securitization Servicing Agreement) (for this purpose, without


 



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regard to whether such items are actually required to be provided
to the Directing Holder under the Lead Securitization Servicing Agreement due to the occurrence of a Control Event or a Consultation
Termination Event) and (ii) a summary of the Asset Status Report relating to the Mortgage Loan (at the same time as it is required
to deliver to the Directing Holder pursuant to the Lead Securitization Servicing Agreement) and (2) the Lead Securitization Note
Holder (or the Special Servicer acting on its behalf) shall be required to consult with each Non-Lead Note Holder (or its related
Non-Lead Note Holder Representative) on a strictly non-binding basis with respect to any such Major Decision or the implementation
of any recommended actions in the summary of the Asset Status Report relating to the Mortgage Loan, and consider alternative actions
recommended by the related Non-Lead Note Holder (or its related Non-Lead Note Holder Representative); provided that after the expiration
of a period of ten (10) Business Days from the delivery to a Non-Lead Note Holder (or its related Non-Lead Note Holder Representative)
by the Lead Securitization Note Holder of written notice of a proposed action, together with copies of the notice, information
and report required to be provided to the Non-Lead Note Holder, the Lead Securitization Note Holder (or the Special Servicer acting
on its behalf) shall no longer be obligated to consult with such Non-Lead Note Holder (or its related Non-Lead Note Holder Representative),
whether or not such Non-Lead Note Holder (or its related Non-Lead Note Holder Representative) has responded within such ten (10)
Business Day period unless the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business
Day period shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding
the consultation rights of any Non-Lead Note Holder (or its related Non-Lead Note Holder Representative) set forth in the immediately
preceding sentence, the Lead Securitization Note Holder (or Special Servicer acting on its behalf) may make any Major Decision
or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period
if the Lead Securitization Note Holder (or Special Servicer) determines that immediate action with respect thereto is necessary
to protect the interests of the Note Holders. In no event shall the Lead Securitization Note Holder (or Servicer or Special Servicer,
acting on its behalf) be obligated at any time to follow or take any alternative actions recommended by any Non-Lead Note Holder
(or its related Non-Lead Note Holder Representative).


 


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


 


Section 7.             
Appointment of Special Servicer. Subject to the terms of the Lead Securitization Servicing Agreement, the Controlling
Note Holder (or its Controlling Note


 



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Holder Representative) shall have the right at any time and from time to time, with or without
cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer
in lieu thereof. Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to
serve as Special Servicer shall be made by delivering to the other Note Holder, the Servicer, the then existing Special Servicer
and other parties to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the other
conditions to such replacement as set forth in the Lead Securitization Servicing Agreement and delivering a Rating Agency Confirmation
from 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) to designate a replacement Special Servicer
for the Mortgage Loan as aforesaid.


 


If a Special Servicer
Termination Event has occurred with respect to the Special Servicer that affects a Non-Lead Note Holder, such Non-Lead Note Holder
shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust,
the Controlling Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement (or at any time
that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the successor servicing
agreement pursuant to which the Mortgage Loan is being serviced) pursuant to and in accordance with the terms of the Lead Securitization
Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing
Agreement, the successor servicing agreement pursuant to which the Mortgage Loan is being serviced). The Controlling Note Holder
and the Non-Lead Note Holders acknowledge and agree that any successor special servicer appointed to replace the Special Servicer
with respect to the Mortgage Loan that was terminated for cause at any Non-Lead 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-Lead Note Holder.
The applicable Non-Lead Note Holder shall be solely responsible for reimbursing the Trustee’s or the Controlling Note Holder’s,
as applicable, costs and expenses, if not paid within a reasonable time by the terminated special servicer and, in the case of
the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in the Collection Account or Companion Distribution
Account.


 


Section 8.           Payment
Procedure.


 


(a)         
The Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to
the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments and collections on
the Mortgage Loan to the Collection Account and the portion of such payments and collections that are distributable to the Non-Lead


 



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Securitization Note Holders shall be deposited into the Companion Loan Account pursuant to and in accordance with the Lead Securitization
Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such amounts
to the applicable account within two (2) Business Days after receipt of properly identified funds by the Lead Securitization Note
Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrowers and (ii) remit from the applicable
account (A) prior to the Securitization Date, within two Business Days of receipt of properly identified funds (unless otherwise
specified pursuant to an interim servicing agreement) and (B) on or after the Securitization Date, (A) with respect to the Lead
Securitization Notes, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Notes and
(B) with respect to each Non-Lead Securitization Note, (x) prior to the Non-Lead Securitization, the remittance date under the
Lead Securitization Servicing Agreement for the Lead Securitization Notes and (y) on or after the Non-Lead Securitization, the
earlier of the remittance date under the Lead Securitization Servicing Agreement and the business day immediately succeeding the
“determination date” set forth in the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization
Notes, all payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect
to the Non-Lead Securitization Notes (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained
by the applicable Note Holder.


 


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


 


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


 


(d)        
Each Note Holder agrees that if at any time it receives from any source any payment on account of the Mortgage Loan in excess
of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder(s), subject to this Agreement
and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the


 



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


 


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


 


Section
10.        Bankruptcy. Subject to Section 5(b), each Note Holder hereby agrees that only the Lead Securitization Note
Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join
any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to
or against the Mortgage Loan Borrowers or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official with respect to the Mortgage Loan Borrowers or all or any part of its property or assets or ordering the
winding-up or liquidation of the affairs of the Mortgage Loan Borrowers. Each Note Holder further agrees that only the Lead Securitization
Note Holder, and not any of the Non-Lead Securitization Note Holders, can make any election, give any consent, commence any action
or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan
Borrowers under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization
Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest,
and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization
Note Holders in connection with any case by or against the Mortgage Loan Borrowers 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


 



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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 the
Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.


 


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


 


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


 


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


 



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Section 14. Sale
of the Notes.


 


(a)         Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or
otherwise dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement,
excluding a repo financing or a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”) except
to a Qualified Institutional Lender. Promptly after any Transfer, the non-transferring Note Holders shall be provided with (x) a
representation from the transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender
(except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the
parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of
the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective
Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (x) prior to a Securitization,
the consent of each non-transferring Note Holder, in which case such new Note Holder shall be deemed to be a Qualified Institutional
Lender pursuant to this Agreement, or (2) after a Securitization of such non-transferring Note Holder’s Note, Rating Agency
Confirmation from each of the applicable Rating Agencies for such Securitization Trust (after which, such new Note Holder shall
be deemed to be a Qualified Institutional Lender pursuant to this Agreement). Notwithstanding the foregoing, without the non-transferring
Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s
Note is held in a Securitization Trust, without Rating Agency Confirmation, no Note Holder shall Transfer all or any portion of
its Note (or a participation interest in such Note) to the Mortgage Loan Borrowers or a Borrower Affiliate and any such Transfer
shall be absolutely null and void ab initio and shall vest no rights in the purported transferee. The transferring Note Holder
agrees that it will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special
Servicer and the Trustee) and all expenses relating to the confirmation from the Rating Agencies in connection with any such Transfer.
Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of any other Note
Holder, the Rating Agencies or any other Person, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest
in its Note whether or not the related transferee is a Qualified Institutional Lender. None of the provisions of this Section
14(a) shall apply in the case of (1) a sale of all of the Notes in accordance with the terms and conditions of the Lead Securitization
Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization
Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single
member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through
one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.


 


(b)         In
the case of any Transfer of a participation interest in any of the Notes, (i) the respective Note Holders’ obligations
under this Agreement shall remain unchanged, (ii) such Note Holders shall remain solely responsible for the performance of
such obligations, and (iii) the Lead Securitization Note Holder and any Persons acting on its behalf shall continue to deal
solely and directly with such Note Holder in connection with such Note Holder’s rights and obligations under this Agreement
and the Lead Securitization Servicing Agreement, and all


 



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


 


(c)         Any
Note Holder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage Loan Borrowers or any Borrower
Affiliate) which has extended a credit facility to such Note Holder or has entered into a repurchase agreement with such Note Holder
that, in each case, is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated
at least “A” (or the equivalent) or better by each Rating Agency or to an entity with respect to which Rating Agency
Confirmation has been obtained pursuant to this Section 14 (each a “Note Pledgee”), on terms and conditions
set forth in this Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder
or any Person which Controls such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify
as a “Pledge” hereunder and Rating Agency Confirmation shall not be required, provided that a Note Pledgee which
is not a Qualified Institutional Lender may not take title to the pledged Note without a Rating Agency Confirmation. Upon written
notice by the applicable Note Holder to any other Note Holder and any Servicer that a Pledge has been effected (including the name
and address of the applicable Note Pledgee), such other Note Holder agrees to acknowledge receipt of such notice and thereafter
agrees: (i) to give Note Pledgee written notice of any default by the pledging Note Holder in respect of its obligations under
this Agreement of which default such Note Holder has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10)
days to cure a default by the pledging Note Holder in respect of its obligations to any other Note Holder hereunder, but such Note
Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this
Agreement shall be effective against such Note Pledgee without the written consent of such Note Pledgee, which consent shall not
be unreasonably withheld, conditioned or delayed; (iv) that such other Note Holder shall give to such Note Pledgee copies
of any notice of default under this Agreement simultaneously with the giving of same to the pledging Note Holder; (v) that
such other Note Holder shall deliver to Note Pledgee such certificate(s) as Note Pledgee shall reasonably request, provided
that any such certificate(s) shall be in a form reasonably satisfactory to such other Note Holder; and (vi) that, upon written
notice (a “Redirection Notice”) to the other Note Holders and any Servicer by such Note Pledgee that the pledging
Note Holder is in default, beyond any applicable cure periods, under the pledging Note Holder’s obligations to such Note
Pledgee pursuant to the applicable credit agreement between the pledging Note Holder and such Note Pledgee (which notice need not
be joined in or confirmed by the pledging Note Holder), and until such Redirection Notice is withdrawn or rescinded by such Note
Pledgee, Note Pledgee shall be entitled to receive any payments that any Note Holder or Servicer would otherwise be obligated to
pay to the pledging Note Holder from time to time pursuant to this Agreement or the Lead Securitization Servicing Agreement. Any
pledging Note Holder hereby unconditionally and absolutely releases the other Note Holders and each Servicer from any liability
to the pledging Note Holder on account of such other Note Holder’s or Servicer’s compliance with any Redirection Notice
believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee. A Note Pledgee shall be permitted
to exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee (and accept an assignment in lieu
of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Note Holders and
any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrowers or any Affiliate thereof
that is also a Qualified Institutional Lender at any foreclosure


 



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or similar sale held by such Note Pledgee or any transfer in lieu
of foreclosure), and its successor and assigns, as the successor to the pledging Note Holder’s rights, remedies and obligations
under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the
pledging Note Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Note
Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 14(c)
shall remain effective as to any Note Holder (and any Servicer) unless and until such Note Pledgee shall have notified any such
Note Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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addresses of the other Note Holders. To the extent the Trustee or another party is appointed as Agent
hereunder, each Note Holder hereby designates such Person as its agent under this Section 15 solely for purposes of
maintaining the Note Register.


 


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


 


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


 


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


 


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


 


(b)          CONSENTS
THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH


 



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


 


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


 


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


 


Section 18.        Modifications.
This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each Note Holder. Additionally,
for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend or modify this Agreement without
first receiving a Rating Agency Confirmation from each Rating Agency then rating any securities issued in a Securitization. However,
no such confirmation from the Rating Agencies shall be required in connection with a modification (i) to cure any ambiguity, to
correct an error or supplement any provisions herein that may be defective or inconsistent with any other provisions herein or
with the Lead Securitization Servicing Agreement, (ii) to make other provisions with respect to matters or questions arising under
this Agreement, which shall not be inconsistent with the provisions of this Agreement or (iii) entered into pursuant to Section
31 of this Agreement or (iv) if and to the extent that it would be deemed given or not required pursuant to the definition
of Rating Agency Confirmation in the Lead Securitization Servicing Agreement and/or any Non-Lead Securitization Servicing Agreement,
as applicable.


 


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


 


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


 


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


 



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


 


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


 


(c)          Each
Non-Lead Securitization Note Holder represents to the Lead Securitization Note Holder (for the benefit of the Mortgage Loan Borrowers)
that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrowers 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


 



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


 


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


 


Section 26.        Cooperation
in Securitization.


 


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


 



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


 


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


 


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


 


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


 



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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 Non-Lead Note Holder Representative) and, when so delivered to such Note Holder (or Non-Lead 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; provided, however, that all items that relate to the Non-Lead Depositor’s
compliance with any applicable securities laws shall also be delivered to the Non-Lead Depositor.


 


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


 


Section 29.        Certain
Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


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


 



    49


     


    

 


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


 


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


 


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


 


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


 


Section 31.        Resizing.
Notwithstanding any other provision of this Agreement, for so long as a Note Holder or an affiliate of a Note Holder (the “Resizing
Holder”) is the owner of a Non-Lead Securitization Note (the “Owned Note”) and such Owned Note is
not included in a Securitization, such Resizing Holder shall have the right, subject to the terms of the Mortgage Loan Documents,
to cause the Mortgage Loan Borrowers to execute amended and restated notes or additional notes (in either case, “New Notes”)
reallocating the principal of the Owned Note to such New Notes; or severing the Owned Note into one or more further “component”
notes in the aggregate principal amount equal to the then outstanding principal balance of the Owned Note provided that
(i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal
of the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes
prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (to the extent described in the
Mortgage Loan Agreement) and such reallocated or component notes shall be automatically subject to the terms of this Agreement,
(iv) the Resizing Holder holding the New Notes shall notify the Lead Securitization Note Holder, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Trustee in writing (which may be by e-mail) of such modified allocations and principal
amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. 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 holders of the other Notes. In connection
with the foregoing (provided the conditions set forth in (i) through (v) above are satisfied), (1) the Master Servicer is hereby
authorized and directed to


 



    50


     


    

 


execute amendments to the Mortgage Loan Documents and this Agreement (or to amend and restate any Mortgage
Loan Document or this Agreement) on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting
such reallocation of principal or severing of a Note (provided that such “component” notes shall each have their same
rights as the respective original Note) and (2) if more than one New Note is created hereunder, for purposes of exercising the
rights of a Non-Lead Note Holder hereunder, the definition of the term “Securitization” and all of the related defined
terms may be amended (and new terms added, as necessary) to reflect the New Notes.


 


[SIGNATURE
PAGE FOLLOWS]


 



    51


     


    

 





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


 


(Co-Lender Agreement
SWVP Portfolio)


 



     


     


    

 


	 	Initial Agent and Initial
    Holder of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6
	 	 	 
	 	SOCIETE
    GENERALE FINANCIAL CORPORATION, a Delaware
    Corporation
	 	 	 
	 	By:	/s/ Kevin
    Kelley
	 	 	Name: Kevin Kelley
	 	 	Title: Vice President



 


SWVP
Portfolio Co-Lender Agreement


 



     


     


    

 


	 	Initial Holder of Note A-7,
Note A-8, Note A-9 and Note A-10
	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
a national banking association
	 	 	 
	 	By:	/s/
    Dwayne McNicholas
	 	Name: Dwayne McNicholas
	 	Title: Executive Director


 


SWVP
Portfolio Co-Lender Agreement


 



     


     


    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrowers:	SWVP New Orleans LLC, SWVP Sawgrass Mills LLC, SWVP Raleigh LLC and SWVP Charlotte LLC
	Date of Mortgage Loan: 	April 18, 2019
	Date of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6:	April 18, 2019
	Date of Note A-7, Note A-8, Note A-9 and Note A-10	April 18, 2019
	Original Principal Amount of Mortgage Loan:	$200,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$200,000,000
	Initial Note A-1 Principal Balance:	$35,000,000
	Initial Note A-2 Principal Balance:	$30,000,000
	Initial Note A-3 Principal Balance:	$10,000,000
	Initial Note A-4 Principal Balance:	$10,000,000
	Initial Note A-5 Principal Balance:	$10,000,000
	Initial Note A-6 Principal Balance:	$5,000,000
	Initial Note A-7 Principal Balance:	$25,000,000
	Initial Note A-8 Principal Balance:	$25,000,000
	Initial Note A-9 Principal Balance	$35,000,000
	Initial Note A-10 Principal Balance:	$15,000,000
	Location of Mortgaged Properties:	
        444 Saint Charles Avenue, New Orleans, LA 70130

        13400 West Sunrise Boulevard, Sunrise, FL 33323

        6300 Morrison Boulevard, Charlotte, NC 28211

        4810 Page Creek Lane, Durham, NC 27703

	Scheduled Maturity Date:	May 1, 2029



 



    A-1


     


    

 




EXHIBIT B


 


1. Initial Holder of Note A-1, Note A-2, Note A-3, Note
A-4, Note A-5 and Note A-6


 


Societe Generale Financial Corporation

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard

E-mail: Jim.Barnard@sgcib.com


 


with a copy to:


 


Societe Generale Financial Corporation

245 Park Avenue

11th Floor

New York, New York 10167

Attention: General Counsel 

Facsimile: (212) 278-2074


 


and


 


Cadwalader, Wickersham & Taft LLP

One World Financial Center

200 Liberty Street

New York, New York 10281

Attn: David S. Gingold, Esq.


 


2. Initial Holder of Note A-7, Note A-8, Note A-9 and
Note A-10


 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Thomas Nicholas Cassino

Facsimile No.: (212) 834-6047


 


and


 


JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy S. Alto

Facsimile No.: (212) 623-4779


 



    B-1


     


    

 


3. Following Securitization of Note A-7 and Note A-8 


 


		(i)	Depositor:



 


J.P. Morgan Chase Commercial Mortgage
Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh

E-mail: US_CMBS_Notice@jpmorgan.com


 


with a copy to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

4 New York Plaza, Floor 21

New York, New York 10004-2413

Attention: SPG Legal

E-mail: US_CMBS_Notice@jpmorgan.com


 


		(ii)	Master Servicer:



Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700 Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com



with a copy to:



Stinson Leonard Street LLP

1201 Walnut Street Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com



 



    B-2


     


    

 


		(iii)	Special Servicer:



 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com



with copies to:



Jeff Krasnoff

Facsimile number: (305) 229-6425

E-mail: jeff.krasnoff@rialtocapital.com



Niral Shah

Facsimile number: (305) 229-6425

Email: niral.shah@rialtocapital.com



Adam Singer

facsimile number: (305) 229-6425

Email: adam.singer@rialtocapital.com


 


		(iv)	Certificate Administrator:



 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) Benchmark 2019-B11 Mortgage Trust



with a copy to:



Telecopy Number: (410) 715-2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com and to trustadministrationgroup@wellsfargo.com


 


		(v)	Trustee:



 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) Benchmark 2019-B11 Mortgage Trust



with a copy to:



Telecopy Number: (410) 715-2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com and to trustadministrationgroup@wellsfargo.com


 



    B-3


     


    

 


		(vi)	Operating Advisor & Asset Representations Reviewer:



 


Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2019-B11—Transaction Manager



with a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2019-B11 in the subject line)



with a copy to:



Bass, Berry & Sims PLC

150 Third Avenue South Suite 2800

Nashville, Tennessee 37201

Email: jknight@bassberry.com


 


4. Following Securitization of Note A-1


 


		(i)	Depositor:



 


Barclays Commercial Mortgage Securities
LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson

Email: daniel.vinson@barclays.com


 


with a copy to:



Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Steven P. Glynn, Director, Legal Department

Facsimile: (212) 412-7519


 


		(ii)	Master Servicer:



 


Midland Loan Services, a Division
of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565


 


with a copy to:



Stinson Leonard Street LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106 2150

Fax Number: (816)-412-9338


 



    B-4


     


    

 


Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 


		(iii)	Special Servicer:



 


Midland Loan Services, a Division
of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565


 


with a copy to:



Stinson Leonard Street LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106 2150

Fax Number: (816)-412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 


		(iv)	Certificate Administrator:



 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services: BBCMS 2019-C3

Telephone: (410) 884-2000


 


with a copy to:


 


Facsimile: (410) 715-2380

Email: trustadministration@wellsfargo.com and

cts.cmbs.bond.admin@wellsfargo.com


 


		(v)	Trustee:



 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services: BBCMS 2019-C3

Telephone: (410) 884-2000


 


with a copy to:


 


Facsimile: (410) 715-2380

Email: trustadministration@wellsfargo.com and

cts.cmbs.bond.admin@wellsfargo.com


 



    B-5


     


    

 


		(vi)	Operating Advisor:



 


Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: BBCMS 2019-C3 Transaction Manager


 


with a copy sent via email to: notices@pentalphasurveillance.com
with BBCMS 2019-C3 in the subject line


 


with a copy to:



Bass, Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Attention: Jay H. Knight

Email: jknight@bassberry.com


 



    B-6


     


    

 





EXHIBIT C


 


1. Apollo Global Real Estate


2. Archon Capital, L.P.


3. AREA Property Partners


4. BlackRock, Inc.


5. The Blackstone Group International Ltd.


6. Capital Trust, Inc.


7. Clarion Partners


8. Colony Capital, Inc.


9. DLJ Real Estate Capital Partners


10. Eightfold Real Estate Capital, L.P.


11. Fortress Investment Group LLC


12. Garrison Investment Group


13. Goldman, Sachs & Co.


14. iStar Financial Inc.


15. J.E. Roberts Companies


16. Lend-Lease Real Estate Investments


17. LoanCore Capital


18. Lonestar Funds


19. Praedium Group


20. Raith Capital Partners, LLC


21. Rialto Capital Management, LLC


22. Rialto Capital Advisors, LLC


23. Rockpoint Group


24. Starwood Capital/Starwood Financial Trust


25. Torchlight Investors


26. Walton Street Capital, LLC


27. Westbrook Partners


28. WestRiver Capital


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


 



    C-1