Exhibit 4.20


EXECUTION VERSION







CO-LENDER AGREEMENT


Dated as of February 26, 2020 by and
among


GOLDMAN SACHS BANK USA

(Initial Note A-1-S-1 Holder, Initial Note A-1-C-1 – Note A-1-C-10 Holder and Initial Note B-1 Holder),


JPMorgan
Chase Bank, National Association

(Initial Note A-2-S-1 Holder, Initial Note A-2-C-1 – Note A-2-C-4 Holder and Initial Note B-2 Holder),


and


DBR INVESTMENTS CO. LIMITED

(Initial Note A-3-S-1 Holder, Initial Note A-3-C-1 – Note A-3-C-4 Holder and Initial Note B-3 Holder)


 


1000, 1020 and 1050 Enterprise
Way




     


     


    

TABLE OF CONTENTS


Page




	Section 1   	Definitions	2
	Section 2   	Servicing of the Mortgage Loan	17
	Section 3   	Priority of Payments	22
	Section 4   	Workout	24
	Section 5   	Administration of the Mortgage Loan	24
	Section 6   	Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative	28
	Section 7   	Appointment of Special Servicer	30
	Section 8   	Payment Procedure	31
	Section 9   	Limitation on Liability of the Note Holders	32
	Section 10   	Bankruptcy	32
	Section 11   	Representations of the Note Holders	33
	Section 12   	No Creation of a Partnership or Exclusive Purchase Right	33
	Section 13   	Other Business Activities of the Note Holders	34
	Section 14   	Sale of the Notes	34
	Section 15   	Registration of the Notes and Each Note Holder	37
	Section 16   	Governing Law; Waiver of Jury Trial	38
	Section 17   	Submission To Jurisdiction; Waivers	38
	Section 18   	Modifications	38
	Section 19   	Successors and Assigns; Third Party Beneficiaries	39
	Section 20   	Counterparts	39
	Section 21   	Captions	39
	Section 22   	Severability	39
	Section 23   	Entire Agreement	39
	Section 24   	Withholding Taxes	39
	Section 25   	Custody of Mortgage Loan Documents	41
	Section 26   	Cooperation in Securitization	41
	Section 27   	Notices	42
	Section 28   	Broker	42
	Section 29   	Certain Matters Affecting the Agent	42
	Section 30   	Termination and Resignation of Agent	43
	Section 31   	Resizing	43




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THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of February 26, 2020 by and among GOLDMAN SACHS BANK USA (“GS Bank”
and in its capacity as the initial holder of Note A-1-S-1, Note A-1-C-1 – A-1-C-10 and Note B-1, the “Initial GS
Bank Note Holder” and in its capacity as the initial agent, the “Initial Agent”), JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION (“JPMCB” in its capacity as initial owner of Note A-2-S-1, Note A-2-C-1 – A-2-C-4
and Note B-2, the “Initial JPMCB Note Holder”) and DBR INVESTMENTS CO. LIMITED (“DBRI” and
in its capacity as the initial holder of Note A-3-S-1, Note A-3-C-1 – A-3-C-4 and Note B-3, the “Initial DBRI Note
Holder”, and collectively with the Initial GS Bank Note Holder and the Initial JPMCB Note Holder, the “Initial
Note Holders”).


W I T N E S S E T H:


WHEREAS, pursuant
to the Mortgage Loan Agreement (as defined herein), GS Bank, DBRI and JPMCB originated a certain loan (the “Mortgage Loan”)
described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrower
described on the Mortgage Loan Schedule (together with their successors and permitted assigns, collectively, the “Mortgage
Loan Borrower”), which was originally evidenced, inter alia, by 24 promissory notes as set forth in the chart below in
the aggregate original principal amount of $770,000,000.00 (the “Notes”) made by the Mortgage Loan Borrower
in favor of the Initial Note Holders; and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”)
on certain real property located as described in the Mortgage Loan Agreement (collectively, the “Mortgaged Property”);




     


     


    

 


	
        Note
        Designation
	
        Holder
	
        Original
        Principal Balance

	Note A-1-S-1	GS Bank	$550,000
	Note A-2-S-1	JPMCB	$225,000
	Note A-3-S-1	DBRI	$225,000
	Note B-1	GS Bank	$179,850,000
	Note B-2	JPMCB	$73,575,000
	Note B-3	DBRI	$73,575,000
	Note A-1-C-1	GS Bank	$60,000,000
	Note A-1-C-2	GS Bank	$50,000,000
	Note A-1-C-3	GS Bank	$40,000,000
	Note A-1-C-4	GS Bank	$30,000,000
	Note A-1-C-5	GS Bank	$20,000,000
	Note A-1-C-6	GS Bank	$20,000,000
	Note A-1-C-7	GS Bank	$10,000,000
	Note A-1-C-8	GS Bank	$5,000,000
	Note A-1-C-9	GS Bank	$5,000,000
	Note A-1-C-10	GS Bank	$3,100,000
	Note A-2-C-1	JPMCB	$50,000,000
	Note A-2-C-2	JPMCB	$30,000,000
	Note A-2-C-3	JPMCB	$10,000,000
	Note A-2-C-4	JPMCB	$9,450,000
	Note A-3-C-1	DBRI	$50,000,000
	Note A-3-C-2	DBRI	$30,000,000
	Note A-3-C-3	DBRI	$10,000,000
	Note A-3-C-4	DBRI	$9,450,000


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 Note(s)”
shall mean each of Notes having a designation starting with “A”, individually or collectively as the context requires.


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




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“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 in the State of New York, which office at the date of this Agreement is located at
Goldman Sachs Bank USA, 200 West Street, New York, New York 10282, Attention: Leah Nivison, and which is the address to which notices
to and correspondence with the Agent should be directed. The Agent may change the address of its designated office by notice to
the Noteholders.


“Agreement”
shall mean this Agreement between Note Holders, 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.”


“B Note(s)”
shall mean each of Notes having a designation starting with “B”, individually or collectively as the context requires.


“B Note Holders”
shall mean collectively, the Initial Note Holders of the B Notes or any subsequent holder of the B Notes.


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


“Borrower
Related Party” shall have the meaning assigned to such term (or an analogous term) in the Lead Securitization Servicing
Agreement.


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


“CDO Asset
Manager” with respect to any Securitization Vehicle which is a CDO, 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).


“Certificate
Administrator” shall mean Wells Fargo Bank, National Association or its successor in interest, or any successor Certificate
Administrator appointed as provided in the Lead Securitization Servicing Agreement.


“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.


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




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


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


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


“Control
Appraisal Period” A “Control Appraisal Period” shall exist with respect to the Mortgage Loan as follows:


(i)           
(A) the sum of the aggregate initial principal balance of the B Notes set forth on the Mortgage Loan Schedule minus (B)
the sum (without duplication) of (1) any payments of principal (whether as principal prepayments or otherwise) allocated to, and
received on, any B Note after the date of its creation, (2) any Appraisal Reduction Amount for the Mortgage Loan that is allocated
to any B Note and (3) any losses realized with respect to any Mortgaged Property or the Mortgage Loan that are allocated to any
B Note, is less than


(ii)           
25% of the remainder of the (A) aggregate initial principal balance of the B Notes set forth on the Mortgage Loan Schedule
less (B) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received by, the B Note
Holders after the date of the creation of the  B Notes;


provided that,
if the Majority B Note Holder would be the Controlling Note Holder pursuant to the terms hereof, but any interest in the B Notes
(or the class of securities issued in the Lead Securitization designated as the “controlling class” or such other class(es)
otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan
Borrower or a Borrower Related Party, or the Mortgage Loan Borrower or Borrower Related Party would otherwise be entitled to exercise
the rights of the Controlling Note Holder, a Control Appraisal Period shall be deemed to have occurred.


“Controlling
Note Holder” shall mean as of any date of determination:


(a)              
the holder or holders of a majority of the B Notes (by principal balance)(the “Majority B Note Holder”),
unless a Control Appraisal Period is continuing; and


(b)              
for so long as a Control Appraisal Period is continuing, the holder of Note A-1-C-1;


provided that,
at any time the B Notes are included in the Lead Securitization, references to the “Controlling Note Holder” herein
shall mean the holders of the majority of the class of securities issued in the Lead Securitization designated as the “controlling
class” or such




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other class(es) otherwise assigned the
rights to exercise the rights of the “Controlling Note Holder” hereunder or under the Lead Securitization Servicing
Agreement, as and to the extent provided in the Lead Securitization Servicing Agreement.


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


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


“Depositor”
shall mean GS Mortgage Securities Corporation II.


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


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


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


“Guarantor”
shall mean Paul Guarantor LLC, a Delaware limited liability company, or any other person or persons that guarantees any of the
obligations of the Mortgage Loan Borrower under any Mortgage Loan Documents.


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


“Initial
Note Holder(s)” shall mean the Initial GS Bank Note Holder, the Initial DBRI Note Holder and the Initial JPMCB Note Holder,
individually or collectively as the context may require.


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




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“Interest
Rate” shall mean with respect to any Note, the Interest Rate (as defined in the Mortgage Loan Documents) payable on such
Note.


“Intervening
Trust Vehicle” with respect to any Securitization Vehicle that is a CDO, 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 CDO.


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


“Lead Securitization”
shall mean the Securitization of the Lead Securitization Note and any other Notes included therein in a Securitization Trust to
be designated by the initial Lead Securitization Note Holder.


“Lead Securitization
Note” shall mean Note A-1-C-1 and any other Notes included in the Lead Securitization Trust.


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


“Lead Securitization
Servicing Agreement” shall mean the trust and servicing agreement to be entered into in connection with the Securitization
of the Lead Securitization Note and issuance of the MOFT Trust 2020-ABC, Commercial Mortgage Pass-Through Certificates, Series
2020-ABC, by and among (a) the Trustee, (b) the Master Servicer, (c) the Special Servicer, (d) the Depositor
and (e) the Certificate Administrator. The Accepted Servicing Practices in the Lead Securitization Servicing Agreement shall require,
among other things, that each Servicer, in servicing the Mortgage Loan, must take into account the interests of each Note Holder
and that the B Notes are subordinate to the A Notes.


“Lead Securitization
Subordinate Class Representative” shall have the meaning assigned to the term “Controlling Class Representative”
or any analogous term in the Lead Securitization Servicing Agreement.


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


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


(i)           
any proposed or actual foreclosure upon or comparable conversion (which may include acquisition of the Foreclosed Property)
of the ownership of the Property securing the Mortgage Loan as comes into and continues in default or any exercise of remedies
against the Mortgage Loan Borrower or any of its affiliates following a Mortgage Loan Event of Default;




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


(iii)           
any sale of the Trust Loan if it becomes a defaulted mortgage loan or sale of the Foreclosed Property for less than the
applicable Repurchase Price;


(iv)           
any determination to bring the Property or any Foreclosed Property into compliance with applicable environmental laws or
to otherwise address hazardous material located at the Property or any Foreclosed Property;


(v)           
any release of collateral (excluding letters of credit) or any acceptance of substitute or additional collateral for the
Mortgage Loan or any consent to either of the foregoing, other than immaterial condemnation actions and other similar takings,
or if otherwise required pursuant to the specific terms of the Mortgage Loan and for which there is no material Mortgage Loan Lender
discretion;


(vi)           
any waiver or consent to a waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect
to the Mortgage Loan or, if Mortgage Loan Lender consent is required, any consent to such a waiver, other than any waiver as may
be effected without the consent of the lender under the related loan agreement or related to an immaterial easement, right of way
or similar agreement (unless such clause is not exercisable under applicable law or such exercise is reasonably likely to result
in successful legal action by the Mortgage Loan Borrower);


(vii)           
any consent to a transfer of the Property or any portion of the Property, or any transfer of any direct or indirect ownership
interest in the Mortgage Loan Borrower to the extent the Mortgage Loan Lender’s consent is required under the Mortgage Loan
Documents, except in each case as expressly permitted by the Mortgage Loan Documents and for which there is no material Mortgage
Loan Lender discretion or in connection with a pending or threatened condemnation (or related to an immaterial easement, right
of way or similar agreement);


(viii)           
any consent to the incurrence of additional debt by the Mortgage Loan Borrower, including modification of the terms of any
document evidencing or securing any such additional debt and of any intercreditor or subordination agreement executed in connection
therewith and any waiver of or amendment or modification to the terms of any such document or agreement, in each case to the extent
the Mortgage Loan Lender’s approval is required by the Mortgage Loan Documents;


(ix)           
any determination of an Acceptable Insurance Default;




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(x)           
any property manager changes or modifications, waivers or amendments to any management agreement (in each case, for which
the Mortgage Loan Lender is required to consent or approve under the Mortgage Loan Documents);


(xi)           
releases of (i) any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out”
escrows or reserves or (ii) any other letters of credit held as additional collateral for the Mortgage Loan, in each case, other
than those releases required pursuant to the specific terms of the Mortgage Loan and for which there is no material Mortgage Loan
Lender discretion;


(xii)           
any acceptance of an assumption agreement or any other agreement permitting transfers of interests in the Mortgage Loan
Borrower or Guarantor releasing the Mortgage Loan Borrower or Guarantor from liability under the Mortgage Loan other than pursuant
to the specific terms of the Mortgage Loan and for which there is no material Mortgage Loan Lender discretion;


(xiii)           
following a default or a Mortgage Loan Event of Default, any acceleration of the Mortgage Loan or initiation of judicial,
bankruptcy or similar proceedings under the Mortgage Loan Documents or with respect to the Mortgage Loan Borrower or the Property;


(xiv)           
any proposed modification or waiver of any material provision in the Mortgage Loan Documents governing the type, nature
or amount of insurance coverage required to be obtained and maintained by the Mortgage Loan Borrower;


(xv)           
any approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty
proceeds or condemnation awards to the reduction of the debt rather than to the restoration of the Property;


(xvi)           
the determination of the Servicer pursuant to clause (vii) or clause (viii) of the definition of “Special Servicing
Loan Event”;


(xvii)           
the execution, termination or renewal of any lease, to the extent Mortgage Loan Lender approval is required under the Mortgage
Loan Documents and to the extent such lease constitutes a “Major Lease” as defined in the Mortgage Loan Documents,
including entering into any subordination, non-disturbance and attornment agreement;


(xviii)           
any adoption or implementation of the annual budget for which Mortgage Loan Lender consent is required under the Mortgage
Loan Documents; and


(xix)           
any material modification, waiver or amendment of this Agreement (other than any modification or amendment to split or resize
notes consistent with the terms of this Agreement), any intercreditor agreement, participation




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agreement or similar agreement with
any subordinate debt holder related to the Mortgage Loan, or an action to enforce rights with respect thereto.


“Master Servicer”
shall mean Wells Fargo Bank, National Association, or its successor in interest, or any successor Master Servicer appointed as
provided in the Lead Securitization Servicing Agreement.


“Monthly
Payment Date” shall mean the Payment Date (as defined in the Mortgage Loan Documents).


“Moody’s”
shall mean Moody’s Investors Service, Inc., 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 February 6, 2020, between the Mortgage Loan Borrower, as Borrower,
Goldman Sachs Bank USA, JPMorgan Chase Bank, National Association and DBR Investments Co. Limited, collectively, as Lender, as
the same may be amended, restated, supplemented or otherwise modified from time to time, subject to the terms hereof.


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


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


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


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


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


“Net Note
A Rate” shall mean the Note A Rate minus the Servicing Fee Rate.


“Net Note
B Rate” shall mean the Note B Rate minus the Servicing Fee Rate.


“Nonrecoverable
P&I Advance” shall mean a Nonrecoverable Advance as defined in the Lead Securitization Servicing Agreement that is
a P&I Advance.




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“Nonrecoverable
Property Protection Advance” shall mean a Nonrecoverable Advance as defined in the Lead Securitization Servicing Agreement
that is a Property Protection Advance.


“Non-Controlling
Note” means the interest of the Non-Controlling Note Holder in its Note.


“Non-Controlling
Note Holder” means each Note Holder other than the Controlling Note Holder; provided that with respect to each
Non-Controlling Note, at any time such Non-Controlling Note is included in a Securitization other than the Lead Securitization,
references to the “Non-Controlling Note Holder” herein shall mean the Non-Lead Securitization Subordinate Class Representative
under the related Non-Lead Securitization Servicing Agreement, as and to the extent provided in the related Non-Lead Securitization
Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special
Servicer) has been given written notice; provided that if at any time 50% or more of any Non-Controlling Note is held by
the Mortgage Loan Borrower or Borrower Related Party, no Note Holder or other Person shall be entitled to exercise any rights of
the Non-Controlling Note Holder Representative. 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 exercising the rights of a “Non-Controlling
Note Holder” herein or under the Lead Securitization Servicing Agreement and, (x) to the extent that the related Non-Lead
Securitization Servicing Agreement assigns such rights to more than one party or (y) to the extent a Non-Controlling Note is split
into two or more New Notes pursuant to Section 31, for purposes of this Agreement, the Non-Lead Securitization Servicing Agreement
or the holders of such New Notes shall designate one party to deal with the Lead Securitization Note Holder (or the Master Servicer
or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization Note Holder
(and the Master Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such designation
and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be
entitled to treat the last party as to which it has received written notice as having been designated as the Non-Controlling Note
Holder with respect to such Non-Controlling Note for all purposes of this Agreement. As of the date hereof and until further notice
from the Non-Lead Securitization Note Holder (or the Non-Lead Master Servicer or another party acting on its behalf), the Note
Holder of each Note (other than the B Notes) is the Non-Controlling Note Holder with respect to such Note.


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




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Securitization Note Holder or Non-Controlling
Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Securitization Note Holder (or
the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer and
the related Non-Lead Special Servicer (who then may forward such items to the party entitled to receive such items as and to the
extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to the related Non-Lead Master
Servicer and the related Non-Lead Special Servicer, the Lead Securitization 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.


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


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


“Non-Lead
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 have the meaning assigned to such term in Section 2(b).


“Non-Lead
Senior Trust 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 other than the Lead Securitization Note.


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


“Non-Lead
Securitization Servicing Agreement” shall have the meaning assigned to such term in Section 2(b).




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


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


“Non-Lead
Special Servicer” shall have the meaning assigned to such term in Section 2(b).


“Non-Lead
Trustee” shall have the meaning assigned to such term in Section 2(b).




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“Note”
shall mean each Note with the designation and original principal amount set forth below, each dated as of February 6, 2020, made
by the Mortgage Loan Borrower in favor of the applicable Initial Note Holder set forth in the chart below.


	Note	Initial Note Holder	Original Principal Balance
	Note A-1-S-1	GS Bank	$550,000
	Note A-2-S-1	JPMCB	$225,000
	Note A-3-S-1	DBRI	$225,000
	Note B-1	GS Bank	$179,850,000
	Note B-2	JPMCB	$73,575,000
	Note B-3	DBRI	$73,575,000
	Note A-1-C-1	GS Bank	$60,000,000
	Note A-1-C-2	GS Bank	$50,000,000
	Note A-1-C-3	GS Bank	$40,000,000
	Note A-1-C-4	GS Bank	$30,000,000
	Note A-1-C-5	GS Bank	$20,000,000
	Note A-1-C-6	GS Bank	$20,000,000
	Note A-1-C-7	GS Bank	$10,000,000
	Note A-1-C-8	GS Bank	$5,000,000
	Note A-1-C-9	GS Bank	$5,000,000
	Note A-1-C-10	GS Bank	$3,100,000
	Note A-2-C-1	JPMCB	$50,000,000
	Note A-2-C-2	JPMCB	$30,000,000
	Note A-2-C-3	JPMCB	$10,000,000
	Note A-2-C-4	JPMCB	$9,450,000
	Note A-3-C-1	DBRI	$50,000,000
	Note A-3-C-2	DBRI	$30,000,000
	Note A-3-C-3	DBRI	$10,000,000
	Note A-3-C-4	DBRI	$9,450,000


“Note
A Rate” shall mean with respect to each A Note, the rate set forth on the Mortgage Loan Schedule.


“Note B”
shall mean each of Note B-1, Note B-2 and Note B-3.


“Note B Rate”
shall mean with respect to each Note B, the rate set forth on the Mortgage Loan Schedule.


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


“Note Holders”
shall mean collectively, the Initial Note Holders or any subsequent holder of the Notes.


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




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


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


“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.


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


“Permitted
Fund Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached
hereto and made a part hereof or any other nationally-recognized manager of investment funds investing in debt or equity interests
relating to commercial real estate, (ii) investing through a fund 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).


“Prepayment
Fee” shall have the meaning assigned to such term in the Mortgage Loan Agreement.


“Pro Rata
and Pari Passu Basis” shall mean with respect to the A Notes and such Note Holders or the B Notes and such Note
Holders, as applicable, 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 B Note, as applicable, or any such
Note Holder over another such A Note or B Note, as applicable, or Note Holder, as the case may be, and in any event such that
each A Note or B Note, as applicable, or Note Holder, as the case may be, is allocated its respective pro rata of such
particular payment, collection, cost, expense, liability or other amount.


“Property
Protection Advance” shall have the meaning assigned to the term “Property Protection Advances” in the Lead
Securitization Servicing Agreement (or other analogous term under the Lead Securitization Servicing Agreement).




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“Qualified
Institutional Lender” shall mean each of the Initial Note Holders 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 CDO comprised of,
or other securitization vehicle involving, assets deposited or transferred by a Note Holder and/or one or more Affiliates (whether
with assets from others or not), provided that the securities issued in connection with such CDO or other securitization
vehicle are rated initially at least investment grade by each of the Rating Agencies, that assigned a rating to one or more classes
of securities issued in connection with the Lead Securitization, or


(c)              
one or more of the following:


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


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


(iii)           
a Qualified Trustee in connection with (a) a securitization of, (b) the creation of collateralized debt obligations
(“CDO”) secured by, or (c) a financing through an “owner trust” of, a Note or any interest
therein (any of the foregoing, a “Securitization Vehicle”), provided that (1) one or more classes
of securities issued by such Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies
that assigned a rating to one or more classes of securities issued in connection with 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) in the case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle
has a Required Special Servicer Rating or is otherwise acceptable to the Rating Agencies rating each Securitization (such entity,
an “Approved Servicer”) and such Approved Servicer is required to service and administer such Note or any interest
therein in accordance with servicing arrangements for the assets held by the Securitization Vehicle which require that such Approved
Servicer act in accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person;
or (3) in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust
Vehicle that is not




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administered and managed by a CDO
Asset Manager which is a Qualified Institutional Lender, are each a Qualified Institutional Lender under clauses (i), (ii),
(iv) or (v) of this definition, or


(iv)           
an investment fund, limited liability company, limited partnership or general partnership having capital and/or capital
commitments of at least $200,000,000, 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 $250,000,000 in capital/statutory
surplus or shareholders’ equity (except with respect to a pension advisory firm, asset manager or similar fiduciary) and
at least $600,000,000 in total assets (in name or under management), and (y) is regularly engaged in the business of making
or owning commercial real estate loans (or interests therein) similar to the Mortgage Loan (or mezzanine loans with respect thereto)
or owning or operating commercial real estate properties; provided that, in the case of the entity described in clause (iv)(B)
above, the requirements of this clause (y) may be satisfied by a general partner, managing member, or the fund manager
responsible for the day-to-day management and operation of such entity; or


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


“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 Fitch, KBRA, Moody’s, DBRS 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 the Mortgage Loan is an asset of one or more Securitizations,
“Rating Agencies” or




    16


     


    

“Rating Agency” shall
mean only those rating agencies that are engaged from time to time to rate the securities issued in connection with the Securitizations
of the Notes.


“Rating Agency
Confirmation” shall mean prior to a Securitization with respect to any matter, confirmation in writing (which may be
in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not,
in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of certificates
(if then rated by the Rating Agency); provided that a written waiver or other acknowledgment from the Rating Agency indicating
its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement
for the Rating Agency Confirmation from each Rating Agency with respect to such matter and after a Securitization, the meaning
given thereto or any analogous term in the Lead Securitization Servicing Agreement or Non-Lead Securitization Servicing Agreement,
as applicable, including any deemed Rating Agency Confirmation.


“Recovered
Costs” shall mean Liquidation Fees, Workout Fees, Special Servicing Fees or interest on Advances or similar amounts previously
paid by the Master Servicer from the Collection Account to the extent reimbursed by or on behalf of the Mortgage Loan Borrower
pursuant to the Mortgage Loan Documents.


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


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


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


“Required
Special Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage
Special Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more
loans included in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period
prior to the date of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial
mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer
as special servicer of such commercial mortgage loans, (iv) in the case of Morningstar Credit Ratings, LLC, either (a) the applicable
replacement has a special servicer ranking of at least “MOR CS3” by Morningstar Credit Ratings, LLC (if ranked by Morningstar
Credit Ratings, LLC) or (b) if not ranked by Morningstar Credit Ratings, LLC, 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, DBRS, Inc., Fitch, DBRS Morningstar or KBRA and the trustee does not have actual knowledge that Morningstar
Credit




    17


     


    

Ratings, LLC has, and the replacement
special servicer certifies that Morningstar Credit Ratings, LLC has not, with respect to any such other CMBS transaction, qualified,
downgraded or withdrawn its rating or ratings on one or more classes of such CMBS transaction citing servicing concerns of the
applicable replacement as the sole or material factor in such rating action, (v) in the case of KBRA, KBRA has not cited servicing
concerns of such special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or
placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced
by such special servicer prior to the time of determination, and (vi) in the case of DBRS Morningstar, such special servicer is
currently acting as special servicer for one or more loans included in a commercial mortgage loan securitization that is rated
by DBRS Morningstar, and DBRS Morningstar has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as 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.


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


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


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


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


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


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


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


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




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“Servicer
Termination Event” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at
any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous
concept under the servicing agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this
Agreement.


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


“Special
Servicer” shall mean CWCapital Asset Management LLC, or its successor in interest, or any successor Special Servicer
appointed as provided in the Lead Securitization Servicing Agreement and this 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.


“Trustee”
shall mean Wilmington Trust, National Association or its successor in interest, or any successor Trustee appointed as provided
in the Lead Securitization Servicing Agreement.


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


Section 2.               
Servicing of the Mortgage Loan.


(a)                  
Each Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced
from and after the Securitization Date pursuant to the Lead Securitization Servicing Agreement; provided that the Master Servicer
shall not be obligated to advance monthly payments of principal or interest in respect of any Note other than the Notes held by
the Lead Securitization Trust, to the extent provided in the Lead Securitization Servicing Agreement if such principal or interest
is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and
other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage
thereon, subject to the terms of the Lead Securitization Servicing Agreement including any provisions governing the determination
of non-recoverability. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its
Note in a Securitization and agrees that it will, subject to Section 26,




    19


     


    

reasonably cooperate with such other
Note Holder, at such other Note Holder’s expense, to effect such Securitization. Subject to the terms and conditions of this
Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer, Certificate
Administrator and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the initial
Special Servicer by the Controlling Note Holder as 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 the 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 shall be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage Loan in
accordance with the Accepted Servicing Practices, the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement
and applicable law, shall provide information to each Non-Lead Master Servicer and Non-Lead Special Servicer under each Non-Lead
Securitization Servicing Agreement to enable each such Non-Lead Master Servicer and Non-Lead Special Servicer to perform its servicing
duties under the related Non-Lead Securitization Servicing Agreement and shall not take any action or refrain from taking any action
or follow any direction inconsistent with the foregoing.


At any time that the
Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to
cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant
to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement (including,
without limitation, all applicable provisions relating to delivery of information and reports necessary for any Non-Lead Securitization
to comply with any applicable reporting requirements under the Securities Exchange Act of 1934, as amended) and all references
herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement; provided,
however, that if a Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation shall have been
obtained from each Rating Agency; provided, further, however, that until a replacement servicing agreement
has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions
of the Lead Securitization Servicing Agreement as if such agreement was still in full force and effect with respect to the Mortgage
Loan, by the Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Note Holder that is a qualified
servicer meeting the requirements of the Lead Securitization Servicing Agreement that is being replaced (provided however
the Master Servicer shall have no obligation to make any P&I Advance or Administrative Advance (as defined in the Lead Securitization
Servicing Agreement)).




    20


     


    

(b)              
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 Property Protection Advances with
respect to the Mortgage Loan, subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, and (ii)
may be required to make P&I Advances on the Lead Securitization Note, 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, will be entitled
to reimbursement for a Property Protection Advance, first from funds on deposit in the Collection Account for the Mortgage Loan
that (in any case) represent amounts received on or in respect of the Mortgage Loan, and then, in the case of Nonrecoverable Property
Protection Advances, if such funds on deposit in the Collection Account are insufficient, from general collections of each Non-Lead
Securitization as provided below. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to
reimbursement for interest on Advances on a Property Protection Advance or Nonrecoverable Property Protection Advance, in the manner
and from the sources provided in the Lead Securitization Servicing Agreement, including in the case of Property Protection Advances,
from general collections of each Non-Lead Securitization as provided below. Each Non-Lead Securitization Note Holder (including
from general collections or any other amounts from any Non-Lead Securitization Trust) shall be required to, promptly following
notice from the Master Servicer, reimburse the Lead Securitization’s allocable share, to be determined in Reverse Sequential
Order, of Nonrecoverable Property Protection Advance or interest on an Advance.


In addition, each
Non-Lead Securitization Note Holder (including, but not limited to, any Non-Lead Securitization Trust) shall be required to, promptly
following notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization for such Non-Lead
Securitization Note Holder’s allocable share, to be determined in Reverse Sequential Order, of any fees, costs or expenses
incurred in connection with the servicing and administration of the Mortgage Loan as to which the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee or the Depositor, as applicable, is entitled to be reimbursed pursuant to
the Lead Securitization Servicing Agreement and any costs, fees and expenses related to obtaining any Rating Agency Confirmation,
to the extent amounts on deposit in the Collection Account that are allocated to such Non-Lead Securitization Note are insufficient
for reimbursement of such amounts and to the extent that funds from general collections in the Lead Securitization are applied
towards the Lead Securitization Note Holder’s allocable share, to be determined in Reverse Sequential Order, of the insufficiency.
Each Non-Lead Securitization 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 the Lead Securitization Trust pursuant to the terms of the Lead Securitization Servicing
Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee 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) 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 under the Lead Securitization Servicing Agreement
(collectively, the “Indemnified Items”) to the extent of its allocable share, to be determined in Reverse Sequential
Order, of such Indemnified




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Items, and to the extent amounts on
deposit in the Collection Account that are allocated to a Non-Lead Securitization Note are insufficient for reimbursement of such
amounts, the related Non-Lead Securitization Note Holder shall be required to, promptly following notice from the Master Servicer,
the Special Servicer or the Trustee, reimburse each of the applicable Indemnified Parties for its allocable share, to be determined
in Reverse Sequential Order, of the insufficiency, (including, if a Non-Lead Securitization Note has been included in a Non-Lead
Securitization, from general collections or any other amounts from such Non-Lead Securitization Trust).


The master servicer
under a non-lead Securitization (a “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
Securitization (each such agreement, a “Non-Lead Securitization Servicing Agreement”) and this Agreement. The
Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determination
with respect to a P&I Advance to be made on the Lead Securitization Note based on the information that they have on hand and
in accordance with the Lead Securitization Servicing Agreement. Each Non-Lead Master Servicer and the special servicer and the
trustee under each Non-Lead Securitization Servicing Agreement (respectively, a “Non-Lead Special Servicer”
and a “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. 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 Property Protection Advance would be non-recoverable or
an outstanding Property Protection Advance is or would be non-recoverable, then the Master Servicer or the Trustee (as provided
in the Lead Securitization Servicing Agreement, in the case of a determination of non-recoverability by the Master Servicer, the
Special Servicer or the Trustee) or the 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. Each of the Master Servicer, the Trustee, the related Non-Lead Master Servicer
and the related Non-Lead Trustee, as applicable, will only be entitled to reimbursement for a P&I Advance and interest on such
Advances that becomes non-recoverable first from the Collection Account on a pro rata basis without regard to the subordination
of Note B, and then, if funds are insufficient, in the case of a Non-Lead Securitization Note, from general collections of the
related Securitization Trust, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement. Notwithstanding
the foregoing, with respect to any P&I Advance made pursuant to the Lead Securitization




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Servicing Agreement or any P&I Advance
made pursuant to any Non-Lead Securitization Servicing Agreement, such advances shall be reimbursed on a pro rata and pari
passu basis (based on the total outstanding principal balance of the Notes without regard to the subordination of the B Notes


(c)                  
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)           
(i)           such Non-Lead Securitization Note Holder shall be responsible for its allocable share, to be determined in Reverse
Sequential Order, of any Property Protection Advances (and interest on such Advances) and any additional trust fund expenses, but
only to the extent that they relate to servicing and administration of the Notes and the Mortgaged Property, including without
limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Notes, and that in the event that
the funds received with respect to each respective Note are insufficient to cover such Property Protection Advances or additional
trust fund expenses, (A) the related Non-Lead Master Servicer will be required to, promptly following notice from the Master Servicer
or the Special Servicer, pay or reimburse the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
or the Lead Securitization Trust, as applicable, out of general funds in the collection account (or equivalent account) established
under the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note Holder’s allocable share,
to be determined in Reverse Sequential Order, of any such Nonrecoverable Property Protection Advances (together with interest on
such Advances) and/or additional trust fund expenses (including compensation due to the Master Servicer and the Special Servicer
to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property), and (B) if the Lead
Securitization Servicing Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee
to reimburse itself from the Lead Securitization Trust’s collection account, then the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, as applicable, may do so, and the related Non-Lead Master Servicer will be required
to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse the Lead Securitization
Trust out of general funds in the collection account (or equivalent account) established under the related Non-Lead Securitization
Servicing Agreement for the related Non-Lead Securitization Note Holder’s allocable share, to be determined in Reverse Sequential
Order, of any such Nonrecoverable Property Protection Advances (together with interest on such Advances) and/or additional trust
fund expenses (including compensation due to the Master Servicer and the Special Servicer to the extent related to the servicing
and administration of the Mortgage Loan and the Mortgaged Property);


(ii)           
each of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required
to indemnify each of such Indemnified Parties in the Lead Securitization Trust pursuant to the terms of the Lead Securitization
Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any additional trust fund expenses with
respect to the Mortgage Loan) by each Non-Lead Securitization Trust, against any of the Indemnified Items to the extent of its
allocable




    23


     


    

share, to be determined in Reverse
Sequential Order, of such Indemnified Items, and to the extent amounts on deposit in the Collection Account that are allocated
to such Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the related Non-Lead Master Servicer will
be required to reimburse each of the applicable Indemnified Parties for the related Non-Lead Securitization Note’s allocable
share, to be determined in Reverse Sequential Order, of the insufficiency out of general funds in the collection account (or equivalent
account) established under the related Non-Lead Securitization Servicing Agreement;


(iii)           
the related Non-Lead Certificate Administrator will be required to deliver to the Trustee, the Certificate Administrator,
the Special Servicer and the Master Servicer (i) promptly following Securitization of the related Non-Lead Securitization Note,
notice of the deposit of such Non-Lead Securitization Note into a Securitization Trust (which notice shall also provide contact
information for the related trustee, the related certificate administrator, the related Non-Lead Master Servicer, the related special
servicer and the party designated to exercise the rights of the related “Non-Controlling Note Holder” (or, in the case
of Note A-1-C-1, following the occurrence of a Control Appraisal Event, “Controlling Noteholder”) under this Agreement),
accompanied by a copy of the related executed Non-Lead Securitization Servicing Agreement and (ii) notice of any subsequent change
in the identity of such Non-Lead Master Servicer or the party designated to exercise the rights of the related “Non-Controlling
Note Holder” (or, in the case of Note A-1-C-1, following the occurrence of a Control Appraisal Event, “Controlling
Noteholder”) under this Agreement (together with the relevant contact information);


(iv)           
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


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


(d)                  
[Reserved].


(e)                  
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) not less than five (5) Business Days’ prior to 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 shall send a copy of the related
Non-Lead Securitization Servicing Agreement to each of the parties to the Lead Securitization Servicing Agreement.


Section 3.               
Priority of Payments. The B Notes and the rights of the Note B Holders to receive payments of interest, principal
and other amounts with respect to such B Note shall at all times be junior, subject and subordinate to each A Note and the right
of the Note A




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Holders to receive payments of interest,
principal and other amounts with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower
or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts
realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds
under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation
Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released
to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC
Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent,
in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on
account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement
and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect
to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed
by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as
are set forth in the Servicing Agreement):


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


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


(c)              
third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses
paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by
any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement
or the Servicing Agreement;


(d)              
fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Fee, to the extent paid by the Mortgage Loan Borrower, shall
be paid to each Note A Holder in an amount up to such Note’s Note Principal Balance;


(e)              
fifth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each
B Note at the Net Note B Rate;


(f)               
sixth, to the Note B Holder in an amount equal to all remaining principal payments received, if any, with respect to such
Monthly Payment Date with respect to the Mortgage Loan, until the Note Principal Balance for each B Note has been reduced to zero;




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(g)              
seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Fee, to the extent paid by the Mortgage Loan Borrower, shall
be paid to each Note B Holder in an amount up to such Note’s Note Principal Balance;


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


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


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


All expenses and losses
relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property
Protection Advances, interest on such Advances, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction
Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order; provided, however, all
P&I Advances will be reimbursed pro rata and pari passu among the Notes without regard to the subordination of each
B Note as set forth herein. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance
of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid
in full on all the Notes.


Section 4.               
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 Accepted Servicing Practices, if the
Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies
the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Rate on any Note 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 Sequential Order of payment of the Notes as set forth herein, and all payments to
the Note A Holders pursuant to Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note
remaining the same as they are on the date hereof, and the full




    26


     


    

economic effect of all waivers, reductions
or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders,
on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances,
together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable) and
then, 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(c)) and the Lead Securitization Servicing Agreement
and subject to the rights and consent, where required, of the Controlling Note Holder Representative, the Lead Securitization Note
Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall
have the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to,
the Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents
or consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call
or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and no Non-Lead
Securitization Note Holder shall have any voting, consent or other rights whatsoever except as explicitly set forth herein with
respect to the Lead Securitization Note Holder’s administration of, or exercise of its rights and remedies with respect to,
the Mortgage Loan. Subject to this Agreement and the Lead Securitization Servicing Agreement, each Non-Lead Securitization Note
Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder)
the rights, if any, that such Note Holder has to, (i) call or cause the Lead Securitization Note Holder to call an Event of
Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower,
including, without limitation, filing or causing the Lead Securitization Note Holder to file any bankruptcy petition against the
Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting
on behalf of the Lead Securitization Note Holder) shall not have any fiduciary duty to any Non-Lead Securitization Note Holder
in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder
from the obligation to make any disbursement of funds as set forth herein or its obligation to follow the Accepted Servicing Practices
(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 Mortgage Loan, each Non-Lead Securitization Note Holder hereby acknowledges the right and obligation
of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) to sell
the Non-Lead Securitization Notes together with the Lead Securitization Note as notes evidencing one whole loan in accordance with
the terms of the Lead Securitization Servicing Agreement. In connection with any such sale, the Special Servicer shall be required
to sell each Non-Lead Securitization Note together with the Lead Securitization Note in the manner




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set forth in the Lead Securitization
Servicing Agreement. Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Special Servicer acting on behalf
of the Lead Securitization Note Holder) shall not be permitted to sell the Mortgage Loan if it becomes a Defaulted Mortgage Loan
without the written consent of each Non-Controlling Note Holder (provided that such consent is not required if the Non-Controlling
Note Holder is the Mortgage Loan Borrower or an affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered
to each Non-Controlling 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 permitted 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 Mortgaged Property, and any documents in the Mortgage
File reasonably requested by such Non-Controlling 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 not less time than is afforded to other offerors) prior to the proposed
sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved
by the Master Servicer or the Special Servicer in connection with the proposed sale; provided, that such Non-Controlling
Note Holder may waive any of the delivery or timing requirements set forth in this sentence. Subject to the terms of the Lead Securitization
Servicing Agreement, each Non-Controlling Note Holder shall be permitted to bid at any sale of the Mortgage Loan, unless such Person
is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


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)              
The administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement.
The servicing of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced
Loan (or to the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case
pursuant to the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance
with the




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Lead Securitization Servicing Agreement,
the Lead Securitization Note Holder shall cause the Master Servicer and the Special Servicer to service and administer the Mortgage
Loan in accordance with the Accepted Servicing Practices, taking into account the interests of each of the Note Holders as a collective
whole (taking into account that Note B is junior to the A Notes). The Note Holders agree to be bound by the terms of the Lead Securitization
Servicing Agreement. All rights and obligations of the Lead Securitization Note Holder described hereunder may be exercised by
the Master Servicer, the Special Servicer, the Certificate Administrator and/or the Trustee on behalf of the Lead Securitization
Note Holder. The Lead Securitization Servicing Agreement shall not be amended in any manner that may adversely affect any Non-Lead
Securitization Note Holder in its capacity as Non-Lead Securitization Note Holder without such Non-Lead Securitization Note Holder’s
prior written consent. Each Non-Lead Securitization Note Holder (unless it is the same Person as or an Affiliate of the Mortgage
Loan Borrower) shall be a third-party beneficiary to the Lead Securitization Servicing Agreement with respect to its rights as
specifically provided for therein.


(c)              
The Controlling Note Holder (or its Controlling Note Holder Representative) shall have, with respect to the Mortgage Loan,
all of the rights and powers of the Lead Securitization Subordinate Class Representative under the Lead Securitization Servicing
Agreement subject to the terms and conditions of the Lead Securitization Servicing Agreement.


(d)              
Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) shall be required to provide copies of any notice, information and report that it is required to provide to the
Lead Securitization Subordinate Class Representative pursuant to the Lead Securitization Servicing Agreement with respect to any
Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan,
to the Non-Controlling Note Holder or its Non-Controlling Note Holder Representative, within the same time frame it is required
to provide to the Lead Securitization Subordinate Class Representative (for this purpose, without regard to whether such items
are actually required to be provided to the Lead Securitization Subordinate Class Representative under the Lead Securitization
Servicing Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event). Furthermore, during
any time that the Controlling Note Holder is the holder of Note A-1-C-1, the Lead Securitization Note Holder (or the Master Servicer
or the Special Servicer acting on its behalf) shall be required to consult on a non-binding basis with the Non-Controlling Note
Holder or its Non-Controlling Note Holder Representative (until the occurrence and continuance of a consultation termination event
under the related pooling and servicing agreement) and consider alternative actions recommended by the Non-Controlling Note Holder
Representative with respect to any such Major Decisions (provided that if the Non-Controlling Note Holder does not consult, or
notify the Special Servicer that it will not consult, to such Major Decisions within ten (10) business days, as applicable, the
Non-Controlling Note Holder shall be deemed to have consulted to such Major Decisions).


(e)              
If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within
the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the
Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage”
within




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


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


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


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




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recognize any Person as a Controlling
Note Holder Representative until the Controlling Note Holder has notified each Servicer, 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, Trustee and Certificate Administrator with written confirmation
of its acceptance of such appointment, 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, 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 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 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 negligent, or to have acted in bad faith or engaged in willful misfeasance or to have 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)              
Each Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the Mortgage Loan (each, a “Non-Controlling Note Holder Representative”).
All of the provisions relating to Controlling Note Holder and the Controlling Note Holder Representative set forth in Section 6(a)
(except those contained in the last sentence thereof) and Section 6(b) shall apply to each Non-Controlling Note Holder and its
Non-Controlling Note Holder Representative mutatis mutandis.


(d)              
The Controlling Note Holder shall be entitled to exercise the rights and powers granted to it 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 matters related to a “Specially




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Serviced Loan” (as defined
in the Lead Securitization Servicing Agreement) and (2) the Special Servicer with respect to all matters for which the Master
Servicer must obtain the consent or deemed consent of the Special Servicer, and, except as set forth below (i) the Master
Servicer shall not be permitted to implement any Major Decision unless it has obtained the prior consent of the Special Servicer
and (ii) for so long as no Control Termination Event has occurred and is continuing, 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 recommendation and analysis and such additional information requested by the Controlling Note Holder
as may be necessary in the reasonable judgment of the Controlling Note Holder in order to make a judgment with respect to such
Major Decision. The Controlling Note Holder may also direct the Special Servicer to take, or to refrain from taking, such other
actions with respect to the Mortgage Loan as the Controlling Note Holder may deem advisable.


In the event that
the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by the Lead Securitization Servicing
Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or any
other matter requiring consent of the Controlling Note Holder, prior to the occurrence and continuance of a Control Termination
Event pursuant to the Lead Securitization Agreement, is necessary to protect the interests of the Note Holders (as a collective
whole taking into account that Note B is junior to the A Notes) 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 Accepted Servicing Practices
or materially expand the scope of responsibilities of any of the Master Servicer or Special Servicer, as applicable.


The Controlling Note
Holder shall have no liability to the other Note Holders or any other party for any action taken, or for refraining from the taking
of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Lead Securitization
Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance,
bad faith or gross negligence. The Note Holders agree that the Controlling Note Holder may take or refrain from taking actions,
or give or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holders, and that the
Controlling Note Holder may have special relationships and interests that conflict with the interests of another Note Holder and,
absent willful misconduct, bad faith or gross negligence or breach of this Agreement 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 to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of its
rights by




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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.


Section 7.               
Appointment of Special Servicer. Subject to the terms of the Lead Securitization Servicing Agreement, the Controlling
Note Holder (or its Controlling Note Holder Representative) shall have the right at any time and from time to time, with or without
cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer
in lieu thereof. Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to
serve as Special Servicer shall be made by delivering to the other Note Holder, the Master 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. The Controlling Note Holder
and the Non-Controlling Note Holder acknowledge and agree that any successor special servicer appointed to replace the Special
Servicer shall meet the Required Special Servicer Rating for each Rating Agency (or, with respect to any such Rating Agency, a
Rating Agency Confirmation is obtained or deemed obtained pursuant to the terms of the Lead Securitization Servicing Agreement
or Non-Lead Securitization Servicing Agreement, as applicable). The Controlling Note Holder shall be solely responsible for any
expenses incurred in connection with any such replacement without cause. The Controlling Note Holder shall notify the other parties
hereto of its termination of the then currently serving Special Servicer and its appointment of a replacement Special Servicer
in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special Servicer with respect to the Mortgage
Loan as of the consummation of the securitization under the Lead Securitization Servicing Agreement, then the initial Special Servicer
designated in the Lead Securitization Servicing Agreement shall serve as the initial Special Servicer but this shall not limit
the right of the Controlling Note Holder (or its Controlling Note Holder Representative) to designate a replacement Special Servicer
for the Mortgage Loan as aforesaid.


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, will deposit or cause to be deposited all payments allocable to the Notes to the
Collection 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 Borrower and (ii) remit from the applicable account (A) prior to the Securitization Date,
within two Business Days of receipt of properly identified funds (unless otherwise specified pursuant to an interim servicing agreement)
and (B) on or after the Securitization Date, (A) with respect to the Lead Securitization 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 second (2nd) business day immediately succeeding the “determination date” set forth in
the related Non-Lead




    33


     


    

Securitization Servicing Agreement
for such Non-Lead Securitization Notes as long as such determination date is no earlier than the 6th day of the calendar
month, all payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect
to the Non-Lead Securitization Notes (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained
by the applicable Note Holder.


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


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


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


Section 9.               
Limitation on Liability of the Note Holders. Subject to the terms of the Lead Securitization Servicing Agreement
governing limitation on the liabilities of the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator
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.




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


Section 10.           
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization
Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise
or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect
to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the
winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization
Note Holder, and not the Non-Lead Securitization Note Holders, can make any election, give any consent, commence any action or
file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan
Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization
Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest,
and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization
Note Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency
Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make
any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify,
lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of
the Lead Securitization Note Holder, each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead
Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder
may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the
Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Accepted Servicing Practices.


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 organizational documents 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,




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moratorium or other similar laws affecting
the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and
contribution obligations may be limited by applicable law. Each Note Holder represents and warrants that it is duly organized,
validly existing, in good standing and in possession of all licenses and authorizations necessary to carry on its business. Each
Note Holder represents and warrants that (a) this Agreement has been duly executed and delivered by such Note Holder, (b) to such
Note Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental
agency or body, if any, required for the execution, delivery and performance of this Agreement by such Note Holder have been obtained
or made and (c) to such Note Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental
investigation against such Note Holder, an adverse outcome of which would materially and adversely affect its performance under
this Agreement.


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


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


Section 14.           
Sale of the Notes.


(a)              
Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, 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 the Transfer, the non-transferring Note Holders shall be provided with
(x) a representation from a 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




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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 or (2) after a Securitization of such non-transferring Note Holder’s Note, Rating Agency
Confirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be
unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, without Rating
Agency Confirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to
the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and
shall vest no rights in the purported transferee. The transferring Note Holder agrees that it 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. 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.


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


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




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


(c)              
Notwithstanding any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity
(other than the Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that
is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A”
(or the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in
this Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any Person which
Controls such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge”
hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender may not take title to the pledged Note without
a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to 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 estoppel certificate(s) as
Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to such
other Note Holder; and (vi) that, upon written notice (a “Redirection Notice”) to 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 any Servicer from any liability to the pledging Note Holder on account of such other Note Holder’s
or Servicer’s compliance with any Redirection Notice believed by any Servicer or such other Note Holder to have been delivered
by a Note Pledgee. A Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Note Holder
to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law
and this Agreement. In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and any transferee other
than the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or similar
sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the
pledging Note Holder’s




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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 addresses of the other Note Holders. To the extent the
Trustee or another party is appointed as Agent




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hereunder, each Note Holder hereby designates
such Person as its agent under this Section 15 solely for purposes of maintaining the Note Register.


In connection with
any Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment
and assumption agreement (unless the transferee is a Securitization Trust and the related pooling and servicing agreement
requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the obligations of the applicable
Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including
the applicable restriction on Transfers set forth in Section 14, from and after the date of such assignment. No transfer of
a Note may be made unless it is registered on the Note Register, and the Agent shall not recognize any attempted or purported transfer
of any Note in violation of the provisions of Section 14 and this Section 15. Any such purported transfer shall be absolutely
null and void and shall vest no rights in the purported transferee. Each Note Holder desiring to effect such transfer shall, and
does hereby agree to, indemnify the Agent and 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 SECTIONS 5-1401 AND 5-1402 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
SITTING IN NEW YORK COUNTY, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE
COURTS FROM ANY THEREOF;


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




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(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 securities backed
by a Note; provided that no such confirmation from the Rating Agencies shall be required in connection with a modification
or amendment (i) to cure any ambiguity, to correct or supplement any provisions herein that may be defective or inconsistent with
any other provisions herein or with the Lead Securitization Servicing Agreement, (ii) entered into pursuant to Section 31 of this
Agreement (iii) to correct or supplement any provision herein that may be defective or inconsistent with any other provisions 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, 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 otherwise describe the subject matter of the paragraphs and shall not be given any consideration
in the construction of this Agreement.


 




    41


     


    

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


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


Section 24.           
Withholding Taxes.


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


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


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




    42


     


    

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


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


Section 26.           
Cooperation in Securitization.


(a)              
Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization.
In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization
Note Holder, each Non-Lead Securitization Note Holder shall use reasonable efforts, at the Lead Securitization Note Holder’s
expense, to satisfy, and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower
to satisfy, the market standards to which the Lead Securitization Note Holder customarily adheres or which may be reasonably required
in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to,
as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization
Note Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in
any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however,
that either in connection with




    43


     


    

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 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, and each Non-Lead
Securitization Note Holder covenants and 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.


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.


 




    44


     


    

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


Section 29.           
Certain Matters Affecting the Agent.


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


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


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


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


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


(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 each Note A Holder. In the event that
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. GS Bank, 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,




    45


     


    

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 GS Bank 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 an Initial Note Holder or an affiliate
thereof (an “Original Entity”) is the owner of a Non-Lead Securitization Note (the “Owned Note”),
such Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower
to execute amended and restated notes or additional notes (in 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 A Notes pay pro rata and on a pari passu basis and such New Notes shall be automatically subject to the
terms of this Agreement, (iv) the Original Entity holding the New Notes shall notify the Lead Securitization Note Holder, the Master
Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal
amounts, and (v) the execution of such amendments and New Notes does not violate the Accepted Servicing Practices. If the Lead
Securitization Note Holder so requests, the Original Entity holding the New Notes (and any subsequent holder of such Notes) shall
execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing
reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note
may be modified or amended without the consent of its holder and the consent of the holders of the other Notes. In connection with
the foregoing (provided the conditions set forth in (i) through (v) above are satisfied, with respect to (i) through (iv), as certified
by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed
to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable,
solely for the purpose of reflecting such reallocation of principal. If more than one New Note is created hereunder, for purposes
of exercising the rights of a Non-Controlling Note Holder hereunder, the “Non-Controlling Note Holder” of such New
Notes shall be as provided in the definition of such term in this Agreement.


[SIGNATURE PAGE FOLLOWS]




    46


     


    

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





	 	GOLDMAN SACHS BANK USA, a New York limited partnership, as Initial GS Bank Note Holder and Initial Agent
	 	 
	 	 
	 	By:	/s/ Leah Nivison
	 	 	Name:	Leah Nivison
	 	 	Title:  	Authorized Representative







 




    MOFT 2020-ABC: CO-LENDER AGREEMENT


     


    




	 	DBR INVESTMENTS CO. LIMITED, as Initial DBRI Note Holder
	 	 
	 	 
	 	By:	/s/ Natalie Grainger
	 	 	Name:	Natalie Grainger
	 	 	Title:  	Authorized Representative
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Matt Smith
	 	 	Name:	Matt Smith
	 	 	Title:  	Authorized Representative




 






    MOFT 2020-ABC: CO-LENDER AGREEMENT


     


    

 





	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Initial JPMCB Note Holder
	 	 
	 	 
	 	By:	/s/ Bradley J. Hom
	 	 	Name:	Bradley J. Hom
	 	 	Title:  	Executive Director







 




    MOFT 2020-ABC: CO-LENDER AGREEMENT


     


    

EXHIBIT A


MORTGAGE LOAN SCHEDULE


Description of Mortgage Loan


	Mortgage Loan Borrower:	MT1 ABC LLC
	Date of Mortgage Loan: 	February 6, 2020
	Date of Notes:	February 6, 2020
	Original Principal Amount of Mortgage Loan:	$770,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$770,000,000
	Location of Mortgaged Property:	Sunnyvale, California
	Initial Maturity Date:	Monthly Payment Date in February 2030


Notes and Note Rates:


	
        Note
	
        Original
        Principal Balance
	
        Note
        Rate

	Note A-1-S-1	$550,000	3.49%
	Note A-2-S-1	$225,000	3.49%
	Note A-3-S-1	$225,000	3.49%
	Note B-1	$179,850,000	3.49%
	Note B-2	$73,575,000	3.49%
	Note B-3	$73,575,000	3.49%
	Note A-1-C-1	$60,000,000	3.49%
	Note A-1-C-2	$50,000,000	3.49%
	Note A-1-C-3	$40,000,000	3.49%
	Note A-1-C-4	$30,000,000	3.49%
	Note A-1-C-5	$20,000,000	3.49%
	Note A-1-C-6	$20,000,000	3.49%
	Note A-1-C-7	$10,000,000	3.49%
	Note A-1-C-8	$5,000,000	3.49%
	Note A-1-C-9	$5,000,000	3.49%
	Note A-1-C-10	$3,100,000	3.49%
	Note A-2-C-1	$50,000,000	3.49%
	Note A-2-C-2	$30,000,000	3.49%
	Note A-2-C-3	$10,000,000	3.49%
	Note A-2-C-4	$9,450,000	3.49%
	Note A-3-C-1	$50,000,000	3.49%
	Note A-3-C-2	$30,000,000	3.49%
	Note A-3-C-3	$10,000,000	3.49%
	Note A-3-C-4	$9,450,000	3.49%
	 	 	 


 




    A-1


     


    

EXHIBIT B


1.       Initial
GS Bank Note Holder:


(As Holder of Note A-1-S-1 and Note B-1, only prior to Securitization
of Note A-1-S-1 and Note B-1, and as Holder of Note A-1-C-1 – Note A-1-C-10):


Goldman Sachs Bank USA



Notice Address:

Goldman Sachs Bank USA

200 West Street

New York, New York 10282

Attention: Leah Nivison

Email: leah.nivison@gs.com and gs-refgsecuritization@gs.com


with a copy to:



Goldman Sachs Bank USA

200 West Street

New York, New York 10282

Attention: Brian Bolton

Email: brian.a.bolton@gs.com and gs-refgsecuritization@gs.com


2.       Initial
JPMCB Note Holder:


(As Holder of Note A-2-S-1 and Note B-2, only prior to Securitization
of Note A-2-S-1 and Note B-2, and as Holder of Note A-2-C-1 – Note A-2-C-4):


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh

Email: US_CMBS_Notice@jpmorgan.com


with a copy to:


JPMorgan Chase Bank, National Association

4 New York Plaza, 21st Floor

New York, New York 10004-213

Attention: SPG Legal

Email: US_CMBS_Notice@jpmorgan.com




    B-1


     


    

 


3.       Initial
DBRI Note Holder:


(As Holder of Note A-3-S-1 and Note B-3, only prior to Securitization
of Note A-3-S-1 and Note B-3, and as Holder of Note A-3-C-1 – Note A-3-C-4):


DBR Investments Co. Limited



Notice Address:

DBR Investments Co. Limited

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye

Email: cmbsinfo@list.db.com


with a copy to:


DBR Investments Co. Limited

60 Wall Street

New York, New York 10005

Attention: General Counsel


Following Securitization of Note A-1-S-1, A-2-S-1, A-3-S-1,
Note B-1, Note B-2 and Note B-3, with respect to such Notes:


(i)        Depositor:


 


GS Mortgage Securities Corporation II


200 West Street

New York, New York 10282

Attention: Leah Nivison

Email: leah.nivison@gs.com


 


with a copy to:




GS Mortgage Securities Corporation II


200 West Street

New York, New York 10282

Attention: Brian Bolton

Email: brian.a.bolton@gs.com and gs-refgsecuritization@gs.com




    B-2


     


    

(ii)        Master Servicer:






Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo


MAC D1050-084, 401 South Tryon Street,
8th Floor

Charlotte, North Carolina 28202

Attention: MOFT 2020-ABC Asset Manager

Fax Number: (704) 715-0036


Email: commercial.servicing@wellsfargo.com


 


with a copy to:






Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Fax Number: (704) 383-0353

Reference: MOFT 2020-ABC


 


(iii) Special Servicer:


CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department (MOFT 2020-ABC)


 


with a copy to:






Email: CWCAMnoticesMOFT2020-ABC@cwcapital.com


(iv) Trustee:


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – MOFT 2020-ABC



with a copy to:



E-mail: cmbstrustee@wilmingtontrust.com


 


(v)       Certificate Administrator:








    B-3


     


    

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045 1951

Attention: Corporate Trust Services (CMBS)

MOFT Trust 2020-ABC

Email: Trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 




    B-4


     


    

EXHIBIT C


PERMITTED FUND MANAGERS


 


		1.	Westbrook Partners



		2.	DLJ Real Estate Capital Partners



		3.	iStar Financial Inc.



		4.	Capital Trust, Inc.



		5.	Lend-Lease Real Estate Investments



		6.	Archon Capital, L.P.



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



		8.	The Blackstone Group International Ltd.



		9.	Apollo Real Estate Advisors



		10.	Colony Capital, Inc.



		11.	Praedium Group



		12.	J.E. Roberts Companies



		13.	Fortress Investment Group, LLC



		14.	Lonestar Opportunity Fund



		15.	Clarion Partners



		16.	Walton Street Capital, LLC



		17.	Starwood Financial Trust



		18.	BlackRock, Inc.



		19.	Rialto Capital Management, LLC



		20.	Raith Capital Partners, LLC



 






    C-1