Exhibit 4.17


 


EXECUTION VERSION


 


CO-LENDER AGREEMENT


 


Dated as of June 8, 2018


 


by and between


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

as Initial Note A-1 Holder


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

as Initial Note A-2 Holder


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

as Initial Note A-3 Holder


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

as Initial Note A-4 Holder


 


and


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

as Initial Note B Holder


 


Aon Center


 



     


     


    

 





TABLE OF CONTENTS


 


Page


 




	Section 1.   	Definitions	2
	Section 2.   	Servicing of the Mortgage Loan	14
	Section 3.   	Priority of Payments	18
	Section 4.   	Workout	20
	Section 5.   	Administration of the Mortgage Loan	20
	Section 6.   	Appointment of Controlling Note Holder Representative and Non-Lead Note Holder Representative	23
	Section 7.   	Appointment of Special Servicer	27
	Section 8.   	Payment Procedure	28
	Section 9.   	Limitation on Liability of the Note Holders	29
	Section 10.   	Bankruptcy	30
	Section 11.   	Representations of the Note Holders	30
	Section 12.   	No Creation of a Partnership or Exclusive Purchase Right	31
	Section 13.   	Other Business Activities of the Note Holders	31
	Section 14.   	Sale of the Notes	31
	Section 15.   	Registration of the Notes and Each Note Holder	34
	Section 16.   	Governing Law; Waiver of Jury Trial	35
	Section 17.   	Submission To Jurisdiction; Waivers	35
	Section 18.   	Modifications	36
	Section 19.   	Successors and Assigns; Third Party Beneficiaries	36
	Section 20.   	Counterparts	36
	Section 21.   	Captions	36
	Section 22.   	Severability	36
	Section 23.   	Entire Agreement	37
	Section 24.   	Withholding Taxes	37
	Section 25.   	Custody of Mortgage Loan Documents	38
	Section 26.   	Cooperation in Securitization	38
	Section 27.   	Notices	39
	Section 28.   	Broker	39
	Section 29.   	Certain Matters Affecting the Agent	39
	Section 30.   	Termination and Resignation of Agent	40
	Section 31.   	Resizing	40



 



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THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of June 8, 2018, by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM”
and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1, the “Initial Note
A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2, the “Initial
Note A-2 Holder”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in
its capacity as initial owner of Note A-3, the “Initial Note A-3 Holder”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
(together with its successors and assigns in interest, in its capacity as initial owner of Note A-4, the “Initial Note
A-4 Holder”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in
its capacity as initial owner of Note B, the “Initial Note B Holder” and, together with the Initial Note A-1
Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder and the Initial Note A-4 Holder, the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), the Initial Note Holders originated a certain loan (the “Mortgage Loan”)
described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrowers
described on the Mortgage Loan Schedule (collectively, the “Mortgage Loan Borrowers”), which is evidenced by,
among other things, five Notes (as further described below) in the aggregate original principal amount of $536,000,000 made by
the Mortgage Loan Borrowers in favor of the Initial Note Holders, and secured by a first mortgage (as amended, modified or supplemented,
the “Mortgage”) on certain real property located as described in the Mortgage Loan Agreement (the “Mortgaged
Property”);


 


WHEREAS, the Mortgage
Loan is evidenced by the following promissory notes (as amended, modified or supplemented, the “Notes”), the
designations and original principal amounts set forth below, each dated as of June 8, 2018 and made by the Mortgage Loan Borrower
in favor of the applicable Initial Note Holder as set forth in the table:


 


	Note	Initial Note Holder	Original Principal Balance
	Note A-1	JPM	$50,000,000
	Note A-2	JPM	$43,000,000
	Note A-3	JPM	$43,000,000
	Note A-4	JPM	$214,000,000
	Note B	JPM	$186,000,000


 


WHEREAS, Initial Note
A-4 Holder and the Initial Note B Holder collectively intend (but are not bound) to sell, transfer and assign their respective
right, title and interest in and to all or a portion of Notes A-4 and B to a depositor who will in turn transfer such notes to
a trustee for the J.P. Morgan Chase Commercial Mortgage Securities Trust 2018-AON;


 



     


     


    

 


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


 


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


 


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


 


“A Notes”
shall mean each of Note A-1, Note A-2, Note A-3 and Note A-4.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“B Note”
shall mean Note B.


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Controlling
Note Holder” shall mean the Note A-4 Holder; provided that at any time Note A-4 is included in the Lead Securitization,
the rights of the “Controlling Note Holder” herein may be exercised by the Directing Certificateholder or any other
party assigned the right to


 



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exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided
in the Lead Securitization Servicing Agreement; provided, however, that if the Note A-4 Holder is a Borrower Affiliate,
it shall not be entitled to exercise the rights of the Controlling Note Holder.


 


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


 


“Depositor”
shall mean J.P. Morgan Chase Commercial Mortgage Securities Corp., and its successors-in-interest.


 


“Directing Certificateholder”
shall mean the “Directing Certificateholder”, if any, as defined in the Lead Securitization Servicing Agreement or
such other analogous term used in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Insolvency
Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or
any other insolvency, liquidation, reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action
for the dissolution of the Mortgage Loan Borrower, any proceeding (judicial or otherwise) concerning the application of the assets
of the Mortgage Loan Borrower for the benefit of its creditors, the appointment of or any proceeding seeking the appointment of
a trustee, receiver or other similar custodian for all or any substantial part of the assets of the Mortgage Loan Borrower or any
other action concerning


 



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


 


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


 


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


 


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


 


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


 


“Lead Securitization”
shall mean the Securitization of the Lead Securitization Notes in a Securitization Trust to be designated by the Initial Note A-4
Holder (in its capacity as Controlling Note Holder).


 


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


 


“Lead Securitization
Notes” shall mean Note A-4 and Note B for so long as any such note is included in the Lead Securitization.


 


“Lead Securitization
Servicing Agreement” shall mean the trust and servicing agreement to be entered into in connection with the Securitization
of the Lead Securitization Notes and issuance of the J.P. Morgan Chase Commercial Mortgage Securities Trust 2018-AON, Commercial
Mortgage Pass Through Certificates, Series 2018-AON, between the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee and the Operating Advisor.


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of June 8, 2018, between the Mortgage Loan Borrowers, as borrowers,
and JPM, as lender, as the same may be further amended, restated, supplemented or otherwise modified from time to time, subject
to the terms hereof.


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


“Non-Lead Note”
shall mean Note A-1, Note A-2 and Note A-3.


 


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


 


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


 


“Non-Lead 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 Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


“Note Rate”
shall mean the applicable Interest Rate with respect to each Note.


 


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


 


“Operating Advisor”
shall mean Park Bridge Lender Services, LLC, or its successor-in-interest, or any successor Operating Advisor appointed as provided
in the Lead Securitization Servicing Agreement.


 


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


 


“Permitted Fund
Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached hereto
or any other nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real
estate, (ii) investing through a fund with total assets of at least $3,000,000,000 and committed capital of at least $1,500,000,000
and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


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


 


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


 


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


 



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


 


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


 


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


 


(c)          one
or more of the following:


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


“Rating Agencies”
shall mean DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P and their respective successors in interest or, if any of
such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized
statistical rating agency reasonably designated by any Note Holder to rate the securities issued in connection with the Securitization
of the related Note; provided, however, that, at any time during which any Note is an asset of a Securitization,
“Rating Agencies” or “Rating Agency” shall mean


 



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only those rating agencies that are engaged
from time to time to rate the securities issued in connection with the Securitization(s) of such Notes.


 


“Rating Agency
Confirmation” shall mean each of the applicable Rating Agencies shall have confirmed in writing that the occurrence of
the event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or withdrawal
of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In the event that
no Certificates are outstanding, any action that would otherwise require a Rating Agency Confirmation shall require the consent
of the holder of Note A-4, which consent shall not be unreasonably withheld, conditioned or delayed.


 


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


 


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


 


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


 


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


 



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Exchange Commission or by the staff of the Securities and Exchange Commission, or as may be provided by the Securities and
Exchange Commission or its staff from time to time.


 


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


 


“REMIC Provisions”
shall mean the provisions of the Code relating to REMICs, which appear at sections 860A through 860G of the Code, and related provisions,
and regulations, including proposed regulations and rulings, and administrative pronouncements promulgated thereunder, as the foregoing
may be in effect from time to time.


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


“Sequential
Order” shall mean (a) first, to the reduction of the Note Principal Balance of each of the A Notes and all interest
thereon, 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 the B Note until the Note Principal Balance of such Note is reduced to zero.


 


“Servicer”
shall mean (i) the Master Servicer if the Mortgage Loan is not a Specially Serviced Loan and (ii) the Special Servicer if the Mortgage
Loan is a Specially Serviced Loan, provided, that with respect to a specific function, right or obligation as to which the
Lead Securitization Servicing Agreement designates the Master Servicer of the Special Servicer, the party so designated shall be
the “Servicer”.


 


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


 


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


 


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


 


“Special Servicer”
shall mean AEGON USA Realty Advisors, LLC, or its successor-in-interest, or any successor “special servicer” appointed
as provided in the Lead Securitization Servicing Agreement and this Agreement.


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 



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


 


(b)       At
any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note
Holders agree to cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note
Holders, pursuant to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing
Agreement (including, without limitation, all applicable provisions relating to delivery of information and reports necessary for
any Non-Lead Securitization to comply with any applicable reporting requirements under the Securities Exchange Act of 1934, as
amended) and all references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing
agreement; provided, however, that (1) if (x) the servicer(s) to be appointed under such replacement servicing agreement
would not otherwise meet the conditions to be a servicer under the Lead Servicing Agreement that is being replaced or (y) a Non-Lead
Securitization Note is in a Securitization and such replacement servicer would not otherwise meet the conditions to be a servicer
under the related Non-Lead Securitization Servicing Agreement, then a Rating Agency Confirmation shall have been obtained from
each Rating Agency for each Securitization then outstanding with respect to which Certificates thereof are then rated by such Rating
Agency and (2) until a replacement servicing agreement has been entered into, the Lead Securitization Note Holder shall cause the
Mortgage Loan to be serviced pursuant to the provisions of the Lead Securitization Servicing Agreement as if such agreement was
still in full force and effect with respect to the Mortgage Loan, by the Servicer in the Lead Securitization or by any Person appointed
by the Lead Securitization Note Holder that is a qualified servicer meeting the requirements of the Lead Securitization Servicing
Agreement; except that the Servicer shall have no obligation to make any P&I Advances or Administrative Advances on the Lead
Securitization Notes.


 


(c)       The
Master Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent provided
in the Lead Securitization Servicing Agreement) (i) shall be required to make Servicing Advances and Administrative 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 Notes, if and to the extent provided in the Lead Securitization
Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled
to reimbursement for any Advance and interest thereon and Trust Fund Expenses in accordance with the terms of the Lead Securitization
Servicing Agreement and this Agreement.


 


(d)       Each
Non-Lead Securitization Note Holder agrees to indemnify (i) (as and to the same extent the Lead Securitization Trust is required
to indemnify each of the following parties in respect of the Mortgage Loan pursuant to the terms of the Lead Securitization Servicing
Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator, the


 



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Trustee, the Operating Advisor
and the Depositor (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified
as indemnified parties in the Lead Securitization Servicing Agreement in respect of the Mortgage Loan) and (ii) the Lead Securitization
Trust (such parties in clause (i) and the Lead Securitization Trust, collectively, the “Indemnified Parties”)
against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with the servicing and administration of the Mortgage Loan and the Mortgaged Property
(or, with respect to the Operating Advisor, incurred in connection with the provision of services for the Mortgage Loan) under
the Lead Securitization Servicing Agreement (collectively, the “Indemnified Items”) to the extent of its pro
rata share of such Indemnified Items.


 


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


 


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


 


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


 


(f)        The
Non-Lead Master Servicer may be required to make P&I Advances on the related Non-Lead Securitization Note, from time to time,
subject to the terms of the related servicing agreement for the related Non-Lead Securitization Servicing Agreement. Each Non-Lead
Master Servicer, Non-Lead Special Servicer and Non-Lead Trustee, as applicable, shall be entitled to make their own recoverability
determination with respect to a P&I Advance to be made


 



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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


Section 3.         Priority
of Payments. The B Note and the right of the Note B Holder to receive payments of interest, principal and other amounts with
respect to the B Note shall at all times be junior, subject and subordinate to each A Note and the right of the related holder
to receive payments of interest, principal and other amounts with respect to such A Note, in each case as further described below.


 


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 (1) 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


 



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terms of the Mortgage Loan
Documents, to the extent permitted by the REMIC Provisions, (2) all amounts for required reserves or escrows required by the Mortgage
Loan Documents (to the extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows,
(3) all amounts received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable
to the Servicer or the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement, (4) all amounts that are then
due, payable or reimbursable to any Servicer, Certificate Administrator, Trustee or Operating Advisor with respect to the Mortgage
Loan pursuant to the Lead Securitization Servicing Agreement (including, without limitation, reimbursement of Servicing Advances
and Administrative Advances with respect to the Mortgage Loan and P&I Advances on the Lead Securitization Notes and interest
thereon) and (5) any amounts that are then due and payable or reimbursable to any Non-Lead Master Servicer (or Non-Lead Trustee)
in respect of any P&I Advances and interest thereon in respect of Non-Lead Securitization Note (pursuant to Non-Lead PSA) shall
be applied and distributed by the Servicer in the following order of priority without duplication (and payments shall be made at
such times as are set forth in the Lead Securitization Servicing Agreement):


 


(i)        first,
on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the A Notes (other than default interest) to each Note
A Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balances at the applicable Net
Note Rate;


 


(ii)       second,
on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to all principal payments (or other amounts allocated
to principal) received, if any, with respect to such Monthly Payment Date, until the respective Note Principal Balances have been
reduced to zero;


 


(iii)      third,
on a Pro Rata and Pari Passu Basis, to each Note A Holder, an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Note A Holder in accordance with the terms of Section 4 or Section 5(d), plus interest thereon at the Net Note
Rate for A Note compounded monthly from the date the related Realized Loss was allocated to each A Note, such amount to be allocated
to such Note A Holder, on a Pro Rata and Pari Passu Basis based on the amount of Realized Losses previously allocated to each such
Holder;


 


(iv)       fourth,
to pay accrued and unpaid interest on the B Note (other than default interest) to the Note B Holder in an amount equal to the accrued
and unpaid interest on the Note Principal Balance of the B Note at the applicable Net Note Rate;


 


(v)       fifth,
to the Note B Holder in an amount equal to all principal payments (or other amounts allocated to principal) received, if any,
with respect to such Monthly Payment Date, until the Note Principal Balance of the B Note has been reduced to zero;


 


(vi)     sixth,
to the Note B Holder, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to the Note B Holder
in accordance with the terms of Section 4 or Section 5(d), plus interest thereon at the


 



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Net Note Rate for the B Note compounded
monthly from the date the related Realized Loss was allocated to the B Note;


 


(vii)    seventh,
to pay Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the A Notes, on a
Pro Rata and Pari Passu Basis, then the B Note;


 


(viii)   eighth,
to pay default interest and late payment charges then due and owing under the Mortgage Loan, all of which will be applied in
accordance with the Lead Securitization Servicing Agreement; and


 


(ix)      ninth,
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 (i)-(viii), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder
based on their initial principal balances.


 


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


 


Section 4.         Workout.
Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing
Agreement, and the obligation to act in accordance with the Servicing Standard, if the Lead Securitization Note Holder, or any
Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal
balance of the Mortgage Loan is decreased, (ii) the Note Rate is reduced, (iii) payments of interest or principal on any Note are
waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification
shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve the Sequential Order of payment
of the Notes, 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 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 (up to the Note Principal Balance of the B Note, together with accrued interest thereon at the Note Rate and any other
amounts due to the Note B Holder) 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(b)) and the Lead Securitization Servicing Agreement, and subject to the
rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder (or


 



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


 


Upon the Mortgage Loan
becoming a Specially Serviced 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 Notes as notes evidencing one whole loan in accordance
with the terms of the Lead Securitization Servicing Agreement. In connection with any such sale, the Special Servicer shall be
required to sell each Non-Lead Securitization Note together with the Lead Securitization Notes in the manner set forth in the Lead
Securitization Servicing Agreement.


 


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


 



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sale date, all information and other documents being provided to other offerors
and all leases or other documents that are approved by the Servicer or the Special Servicer in connection with the proposed sale;
provided that such Non-Lead Securitization Note Holder may waive any of the delivery or timing requirements described in
this sentence. Subject to the terms of the Lead Securitization Servicing Agreement, each Non-Lead Securitization Note Holder (or
its representative) that is not a Borrower Affiliate shall be permitted to submit an offer at any sale of the Mortgage Loan.


 


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


 


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


 


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


 


Anything herein or in
the Lead Securitization Servicing Agreement to the contrary notwithstanding, if one of the Notes is included in a REMIC, such other
Note Holder shall not be


 



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


 


(c)       The
Mortgage Loan shall be treated as a single loan for purposes of calculating the Appraisal Reduction amount. Appraisal Reduction
amounts with respect to the Mortgage Loan shall be allocated, first, to the B Note, up to its outstanding principal balance,
and then to the A Notes on a pro rata and pari passu basis (based on their relative outstanding principal
balances).


 


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


 


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


 


(a)       The
Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights
and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling
Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling
Note Holder Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising its various
rights under this Agreement, the Controlling Note Holder may, at its option, in each case, act through the Controlling Note Holder
Representative. The Controlling Note Holder Representative may be any Person (other than the Mortgage Loan 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, Operating Advisor, Trustee or Certificate
Administrator acting on behalf of the Lead Securitization Note Holder shall be required to recognize any Person as a Controlling
Note Holder Representative until the Controlling Note Holder has notified each Servicer, Operating Advisor, Trustee and Certificate
Administrator of such appointment and, if the Controlling Note Holder Representative is not the same Person as the Controlling
Note Holder, the Controlling Note Holder Representative provides each Servicer, Operating Advisor, Trustee and Certificate Administrator
with written confirmation of its acceptance of such appointment (and such parties will be entitled to rely on such notice), an
address and facsimile number for the delivery of notices and other correspondence and a list of


 



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officers or employees of such Person
with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). The Controlling
Note Holder shall promptly deliver such information to each Servicer, Operating Advisor, Trustee and Certificate Administrator.


 


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


 


(c)       The
Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Lead Securitization Note Holder hereunder
and the rights and powers granted to the Directing Certificateholder with respect to the Mortgage Loan. In addition, the Controlling
Note Holder shall be entitled to advise (1) the Special Servicer with respect to all Major Decisions related to a Specially Serviced
Mortgage Loan and (2) the Special Servicer with respect to all Major Decisions for which the Servicer must obtain the consent or
deemed consent of the Special Servicer, and, except as set forth below (i) the Master Servicer shall not be permitted to implement
any Major Decision unless it has obtained the prior consent of the Special Servicer and (ii) prior to the occurrence and continuance
of a Control Event (as defined in the Lead Securitization Servicing Agreement), the Special Servicer shall not be permitted to
consent to the Master Servicer’s implementing any Major Decision nor will the Special Servicer itself be permitted to implement
any Major Decision as to which the Controlling Note Holder has objected in writing within ten (10) Business Days after receipt
of the written analysis and such additional information requested by the Controlling Note Holder as may be necessary in the reasonable
judgment of the Controlling Note Holder in order to make a judgment with respect to such Major Decision. The Controlling Note Holder
may also direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as
the Controlling Note Holder may deem advisable.


 



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


 


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


 


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


 


(d)       Each
Non-Lead Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights
and obligations with respect to the


 



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


 


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


 


(f)        (1)
the Lead Securitization Note Holder (or the Special Servicer acting on its behalf) shall be required to provide to each Non-Lead
Note Holder or its related Non-Lead Note Holder Representative (provided that the Lead Securitization Note Holder does not have
knowledge that such Non-Lead Note Holder is a Borrower Affiliate) (i) notice, information and reports with respect to any Major
Decisions (similar to such notice, information and report it is required to deliver to the Directing Certificateholder pursuant
to the Lead Securitization Servicing Agreement) (for this purpose, without regard to whether such items are actually required to
be provided to the Directing Certificateholder under the Lead Securitization Servicing Agreement due to the occurrence of a Control
Event or a Consultation Termination Event) and (ii) a summary of any Asset Status Report relating to the Mortgage Loan (at the
same time as it is required to deliver to the Directing Certificateholder pursuant to the Lead Securitization Servicing Agreement)
(for this purpose, without regard to whether such Asset Status Report is actually required to be provided to the Directing Certificateholder
under the Lead Securitization Servicing Agreement due to the occurrence of a Control Event or a Consultation Termination Event)
and (2) the Lead Securitization Note Holder (or the Special Servicer acting on its behalf) shall be required to consult with each
Non-Lead Note Holder (or its related Non-Lead Note Holder Representative) on a strictly non-binding basis with respect to any such
Major Decision or the implementation of any recommended actions in such summary of the Asset Status Report relating to the Mortgage
Loan, and consider alternative actions recommended by the related Non-Lead Note Holder (or its related Non-Lead Note Holder Representative);
provided that after the expiration of a period of ten


 



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(10) Business Days from the delivery to a Non-Lead Note Holder (or its related
Non-Lead Note Holder Representative) by the Lead Securitization Note Holder of written notice of a proposed action, together with
copies of the notice, information and report required to be provided to the Non-Lead Note Holder, the Lead Securitization Note
Holder (or the Special Servicer acting on its behalf) shall no longer be obligated to consult with such Non-Lead Note Holder (or
its related Non-Lead Note Holder Representative), whether or not such Non-Lead Note Holder (or its related Non-Lead Note Holder
Representative) has responded within such ten (10) Business Day period unless the Lead Securitization Note Holder (or the Master
Servicer or the Special Servicer acting on its behalf) proposes a new course of action that is materially different from the action
previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal
and delivery of all information relating thereto). Notwithstanding the consultation rights of any Non-Lead Note Holder (or its
related Non-Lead Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization Note Holder
(or Special Servicer acting on its behalf) may make any Major Decision or take any action set forth in the Asset Status Report
before the expiration of the aforementioned ten (10) Business Day period if the Lead Securitization Note Holder (or Special Servicer)
determines that immediate action with respect thereto is necessary to protect the interests of the Note Holders. In no event shall
the Lead Securitization Note Holder (or Servicer or Special Servicer, acting on its behalf) be obligated at any time to follow
or take any alternative actions recommended by any Non-Lead Note Holder (or its related Non-Lead Note Holder Representative).


 


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


 


(h)       Notwithstanding
anything to the contrary stated herein, a Non-Lead Note Holder shall not be entitled to exercise the powers described in Sections
6(f), 6(g) or 7 if it is a Borrower Affiliate.


 


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


 



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each Securitization then outstanding with respect to which Certificates thereof are then rated by such Rating
Agency, provided, however, that Rating Agency Confirmation shall not be required from any Rating Agency rating a
Securitization if such replacement Special Servicer has the Required Special Servicer Rating from such Rating Agency. The Controlling
Note Holder shall be solely responsible for any expenses incurred in connection with any such replacement without cause. The Controlling
Note Holder shall notify the other parties hereto of its termination of the then currently serving Special Servicer and its appointment
of a replacement Special Servicer in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special
Servicer with respect to the Mortgage Loan as of the consummation of the securitization under the Lead Securitization Servicing
Agreement, then the initial Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the initial
Special Servicer but this shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder Representative)
to designate a replacement Special Servicer for the Mortgage Loan as aforesaid.


 


If a Special Servicer
Termination Event has occurred with respect to the Special Servicer that affects a Non-Lead Note Holder, such Non-Lead Note Holder
shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust,
the Controlling Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement (or at any time
that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the successor servicing
agreement pursuant to which the Mortgage Loan is being serviced) pursuant to and in accordance with the terms of the Lead Securitization
Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing
Agreement, the successor servicing agreement pursuant to which the Mortgage Loan is being serviced). The Controlling Note Holder
and the Non-Lead Note Holders acknowledge and agree that any successor special servicer appointed to replace the Special Servicer
with respect to the Mortgage Loan that was terminated for cause at any Non-Lead Note Holder’s direction cannot at any time
be the person (or an Affiliate thereof) that was so terminated without the prior written consent of such Non-Lead Note Holder.
The applicable Non-Lead Note Holder shall be solely responsible for reimbursing the Trustee’s or the Controlling Note Holder’s,
as applicable, costs and expenses, if not paid within a reasonable time by the terminated special servicer and, in the case of
the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in the Collection Account or Companion Loan
Distribution Account.


 


Section 8.          Payment
Procedure.


 


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


 



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otherwise
specified pursuant to an interim servicing agreement) and (B) on or after the Securitization Date, (1) with respect to the Lead
Securitization Notes, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Notes and
(2) with respect to each Non-Lead Securitization Note, (x) prior to the Non-Lead Securitization, the remittance date under the
Lead Securitization Servicing Agreement for the Lead Securitization Notes and (y) on or after the Non-Lead Securitization, the
earlier of the remittance date under the Lead Securitization Servicing Agreement and the business day immediately succeeding the
“determination date” set forth in the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization
Notes, all payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect
to the Non-Lead Securitization Notes (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained
by the applicable Note Holder.


 


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


 


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


 


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


 


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


 



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each Note Holder shall have no liability to any other Note Holder with respect to its Note except with respect to losses actually
suffered due to the negligence, willful misconduct or breach of this Agreement on the part of such Note Holder.


 


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


 


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


 


Section 11.        Representations
of the Note Holders. Each Note Holder represents and warrants that the execution, delivery and performance of this Agreement
is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene such Note Holder’s
charter or any law or contractual restriction binding upon such Note Holder, and


 



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


 


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


 


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


 


Section 14.        Sale
of the Notes.


 


(a)       Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or
otherwise dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement,
excluding a repo financing or a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”) except to
a Qualified Institutional Lender. Promptly after any Transfer, the non-transferring Note Holders shall be provided with (x) a representation
from the transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in
the case of a


 



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


 


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


 


(c)       Any
Note Holder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage Loan Borrower or any Borrower
Affiliate) which has extended a credit facility to such Note Holder or has entered into a repurchase agreement with such Note Holder
that, in each case, is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated
at least “A” (or the equivalent) or better by each Rating Agency or to an entity with respect to which Rating Agency
Confirmation has been obtained pursuant to this Section 14 (each a “Note Pledgee”), on terms and conditions
set forth in this Section 14(c), it being further agreed


 



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that a financing provided by a Note Pledgee to a Note Holder or any Person
which Controls such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge”
hereunder and Rating Agency Confirmation shall not be required, provided that a Note Pledgee which is not a Qualified Institutional
Lender may not take title to the pledged Note without a Rating Agency Confirmation. Upon written notice by the applicable Note
Holder to any other Note Holder and any Servicer that a Pledge has been effected (including the name and address of the applicable
Note Pledgee), such other Note Holder agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee
written notice of any default by the pledging Note Holder in respect of its obligations under this Agreement of which default such
Note Holder has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Note
Holder in respect of its obligations to any other Note Holder hereunder, but such Note Pledgee shall not be obligated to cure any
such default; (iii) that no amendment, modification, waiver or termination of this Agreement shall be effective against such Note
Pledgee without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed;
(iv) that such other Note Holder shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously
with the giving of same to the pledging Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee such certificate(s)
as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory
to such other Note Holder; and (vi) that, upon written notice (a “Redirection Notice”) to the other Note Holders
and any Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure periods, under the
pledging Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the pledging
Note Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder), and until such
Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that
any Note Holder or Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant to this
Agreement or the Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely releases
the other Note Holders and each Servicer from any liability to the pledging Note Holder on account of such other Note Holder’s
or Servicer’s compliance with any Redirection Notice believed by any Servicer or such other Note Holder to have been delivered
by a Note Pledgee. A Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Note Holder
to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law
and this Agreement. In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and any transferee other
than the Mortgage Loan Borrower or any Affiliate thereof that is also a Qualified Institutional Lender at any foreclosure or similar
sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the
pledging Note Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional
Lender shall assume in writing the obligations of the pledging Note Holder hereunder accruing from and after such Transfer (i.e.,
realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The
rights of a Note Pledgee under this Section 14(c) shall remain effective as to any Note Holder (and any Servicer) unless and until
such Note Pledgee shall have notified any such Note Holder (and any Servicer, as applicable) in writing that its interest in the
pledged Note has terminated.


 


(d)       Notwithstanding
any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified Institutional Lender
provides financing to a Note Holder then


 



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


 


In connection with any
Transfer of a Note occurring hereafter (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall
execute an assignment and assumption agreement (unless the transferee is a Securitization Trust or the Transfer is to a
transferee in connection with a transfer to a Securitization Trust and the related pooling and servicing agreement or trust and
servicing agreement requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the obligations
of the applicable Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the


 



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terms of this
Agreement, including the applicable restriction on Transfers set forth in Section 14, from and after the date of such assignment.
No transfer of a Note may be made unless it is registered on the Note Register, and the Agent shall not recognize any attempted
or purported transfer of any Note in violation of the provisions of Section 14 and this Section 15. Any such purported transfer
shall be absolutely null and void ab initio and shall vest no rights in the purported transferee. Each Note Holder desiring to
effect such transfer shall, and does hereby agree to, indemnify the Agent and the other Note Holders against any liability that
may result if the transfer is not made in accordance with the provisions of this Agreement.


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


(c)       Each
Non-Lead Securitization Note Holder represents to the Lead Securitization Note Holder (for the benefit of the Mortgage Loan Borrower)
that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower is obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement.
Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, each
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


 



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Service Form W-9 and (ii) if
a Non-Lead Securitization Note Holder is not created or organized under the laws of the United States, any state thereof or the
District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower is treated for United States
income tax purposes as derived in whole or part from sources within the United States, such Note Holder shall satisfy the requirements
of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY
(with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by such
Note Holder, as evidence of such Note Holder’s exemption from the withholding of United States tax with respect thereto.
The Lead Securitization Note Holder shall not be obligated to make any payment hereunder with respect to a Non-Lead Securitization
Note or otherwise until the related Non-Lead Securitization Note Holder shall have furnished to the Lead Securitization Note Holder
requested forms, certificates, statements or documents.


 


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


 


Section 26.        Cooperation
in Securitization.


 


(a)       Each
Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization Note Holder,
each Non-Lead Securitization Note Holder shall use reasonable efforts, at the Lead Securitization Note Holder’s expense,
to satisfy, and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy,
the market standards to which the Lead Securitization Note Holder customarily adheres or which may be reasonably required in the
marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable)
any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in
attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case,
as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either
in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, none of the Non-Lead Securitization
Note Holders shall be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification,
as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount
of any payments due to or priority of such payments to, a Non-Lead Securitization Note Holder or (ii) materially increase a Non-Lead
Securitization Note Holders’ obligations or materially decrease any Non-Lead Securitization Note Holders’ rights, remedies
or protections. In connection with the Lead Securitization, each Non-Lead Securitization Note Holder agrees to provide for inclusion
in any disclosure document relating to the Lead Securitization such information concerning such Non-Lead Securitization Note Holder
and the related Non-Lead Securitization Note as the Lead Securitization Note Holder reasonably determines to be necessary or appropriate.
Such Non-Lead Securitization Note Holder agrees that it shall, at the Lead Securitization Note Holder’s expense, cooperate
with the reasonable


 



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


 


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


 


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


 


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;


 



    39


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 31.       Resizing.
Notwithstanding any other provision of this Agreement, for so long as a Note Holder or an affiliate of a Note Holder (the “Resizing
Note Holder”) is the owner of a Non-Lead Securitization Note (the “Owned Note”) and such Owned Note
is not included in a Securitization, such Resizing Note Holder shall have the right, subject to the terms of the Mortgage Loan
Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in either case, “New
Notes”) reallocating the principal of the Owned Note to such New Notes; or severing the Owned Note into one or more further
“component” notes in the aggregate principal amount equal to the then outstanding principal


 



    40


     


    

 


balance of the Owned Note
provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than
the aggregate principal of the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest
rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (to the extent
described in the Mortgage Loan Agreement) and such reallocated or component notes shall be automatically subject to the terms of
this Agreement, (iv) the Resizing Note Holder holding the New Notes shall notify the Lead Securitization Note Holder, the Master
Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing (which may be by e-mail) of such modified
allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard.
Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed
in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holders of the other
Notes. In connection with the foregoing (provided the conditions set forth in (i) through (v) above are satisfied), (1) the Master
Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement (or to amend
and restate any Mortgage Loan Document or this Agreement) on behalf of any or all of the Note Holders, as applicable, solely for
the purpose of reflecting such reallocation of principal or severing of a Note (provided that such “component” notes
shall each have their same rights as the respective original Note) and (2) if more than one New Note is created hereunder, for
purposes of exercising the rights of a Non-Lead Note Holder hereunder, the definition of the term “Securitization”
and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes.


 


[SIGNATURE PAGE FOLLOWS]


 



    41


     


    

 





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


 





	 	Initial Note A-1 Holder
	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL
    ASSOCIATION, a national banking association
	 	 	 
	 	By:	/s/ Dwayne McNicholas
	 	 	Name:  Dwayne McNicholas
	 	 	Title:    Vice President



 


	 	Initial Note A-2 Holder
	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association
	 	 	 
	 	By:	/s/ Dwayne McNicholas
	 	 	Name:  Dwayne McNicholas
	 	 	Title:    Vice President


 


	 	Initial Note A-3 Holder
	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association
	 	 	 
	 	By:	/s/ Dwayne McNicholas
	 	 	Name:  Dwayne McNicholas
	 	 	Title:    Vice President


 


Co-Lender
Agreement – Aon Center


 




    42


     


    

 


	 	Initial Note A-4 Holder
	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association
	 	 	 
	 	By:	/s/ Dwayne McNicholas
	 	 	Name:  Dwayne McNicholas
	 	 	Title:    Vice President


 


	 	Initial Note B Holder
	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association
	 	 	 
	 	By:	/s/ Dwayne McNicholas
	 	 	Name:  Dwayne McNicholas
	 	 	Title:    Vice President


 


Co-Lender
Agreement – Aon Center


 




    43


     


    

 





EXHIBIT A


 


MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrowers:	601 W Companies LLC and Brickell 13 Chicago LLC
	Date of Mortgage Loan:	June 8, 2018
	Date of Notes:	June 8, 2018
	Original Principal Amount of Mortgage Loan:	$536,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$536,000,000
	Initial Note A-1 Principal Balance:	$50,000,000
	Initial Note A-2 Principal Balance:	$43,000,000
	Initial Note A-3 Principal Balance:	$43,000,000
	Initial Note A-4 Principal Balance:	$214,000,000
	Initial Note B Principal Balance:	$186,000,000
	Location of Mortgaged Property:	200 East Randolph Street, Chicago, Illinois
	Scheduled Maturity Date:	July 1, 2023



 



    A-1


     


    

 




EXHIBIT B


 


1.    Initial
Note A-1 Holder, Initial Note A-2 Holder and Initial Note A-3 Holder:


 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Email: US_CMBS_Notice@jpmorgan.com

Attention: Kunal K. Singh


 


-and-


 


JPMorgan Chase Bank, National Association

383 Madison Avenue, 32nd Floor

New York, New York 10179

Email: US_CMBS_Notice@jpmorgan.com

Attention: Bianca A. Russo, Managing Director & Associate General Counsel


 


2.    Initial
Note A-4 Holder and Initial Note B Holder:


 


(Prior to Securitization of Note A-4 and
Note B)


 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Email: US_CMBS_Notice@jpmorgan.com

Attention: Kunal K. Singh


 


-and-


 


JPMorgan Chase Bank, National Association

383 Madison Avenue, 32nd Floor

New York, New York 10179

Email: US_CMBS_Notice@jpmorgan.com

Attention: Bianca A. Russo, Managing Director & Associate General Counsel


 


(Following Securitization of Note A-4 and
Note B)


 



    B-1


     


    

 


(Following Securitization of the Lead Securitization
Notes):


 


(i)       Depositor:


 


J.P. Morgan Chase Commercial Mortgage
Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Kunal K. Singh

E-mail: US_CMBS_Notice @jpmorgan.com


 


with a copy to:


 


J.P. Morgan Chase Commercial Mortgage
Securities Corp.

4 New York Plaza, 21st Floor

New York, New York 10004

Attention: Bianca A. Russo

Managing Director and Associate General Counsel

E-mail: US_CMBS_Notice @jpmorgan.com


 


(ii)      Master
Servicer:


 


KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael A. Tilden

Email: keybank_notices@keybank.com


 


with a copy to:


 


Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com


 


(iii)     Special
Servicer:


 


AEGON USA Realty Advisors, LLC

4333 Edgewood Road NE

Cedar Rapids, IA 52499

Attention: Greg Dryden, Senior Vice President, Special Servicing

Fax Number: (319) 355-8030

Email: gdryden@aegonusa.com and specialservicing@aegonusa.com


 


(iv)     Certificate
Administrator or the Trustee:


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road


 



    B-2


     


    

 


Columbia, Maryland 21045

Attention: Corporate Trust Services - J.P. Morgan Chase Commercial Mortgage

Securities Trust 2018-AON

Telephone: (410) 884-2000


 


with a copy to:


 


Facsimile: (410 715-2380

Email: trustadministration@wellsfargo.com and

cts.cmbs.bond.admin@wellsfargo.com


 


(vi)     Operating
Advisor:


 


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: J.P. Morgan Chase 2018-AON - Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 



    B-3


     


    

 





EXHIBIT C


 


1.         Angelo
Gordon


2.         Annaly
Capital Management


3.         Apollo
Global Management


4.         Ares
Management, L.P.


5.         Athene
Asset Management, L.P.


6.         Axonic
Capital LLC


7.         BlackRock,
Inc.


8.         The
Blackstone Group LP


9.         Brookfield
Asset Management Inc.


10.       Clarion
Partners


11.       Colony
Northstar, Inc.


12.       Fortress
Investment Group LLC


13.       Garrison
Investment Group


14.       Goldman,
Sachs & Co.


15.       H/2
Capital Partners


16.       iStar
Financial Inc.


17.       JPMorgan
Asset Management


18.       KKR
Real Estate Manager Finance LLC / KKR Real Estate Finance Holdings L.P. / Kohlberg Kravis Roberts & Co. L.P.


19.       LoanCore
Capital LLC


20.       Lone
Star Funds


21.       Loomis
Sayles & Company LP


22.       Metropolitan
Life Insurance Company / MetLife Real Estate Investments


23.       Oaktree
Capital Group LLC


24.       Och
– Ziff Capital Management Group LLC


25.       One
William Street Capital Management, L.P.


26.       Oxford
Properties Group


27.       Praedium
Group


28.       Principal
Life Insurance Company


29.       Prudential
Real Estate Investors / Prudential Investment Management


30.       Rialto
Capital Advisors, LLC


31.       Rialto
Capital Management, LLC


32.       Rockwood
Capital


33.       Shelter
Growth Capital Partners LLC


34.       Starwood
Capital Group/Starwood Property Trust


35.       Square
Mile Capital Management LLC


36.       Torchlight
Investors


37.       Walton
Street Capital, LLC


38.       Waterfall
Asset Management LLC


39.       Westbrook
Partners


40.       Western
Asset Management Company


41.       WestRiver
Capital


 



    C-1