Exhibit 4.10


 


EXECUTION VERSION


 


CO-LENDER AGREEMENT


 


Dated as of June 7, 2018


 


by and among


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION


 


DEUTSCHE BANK, AG, NEW YORK BRANCH


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


 


and


 


MORGAN STANLEY BANK, N.A.


 


Aventura Mall


 




     


     


    

 


TABLE OF CONTENTS


 




	 	 	Page
	 	 	 
	Section 1   	Definitions	2
	Section 2   	Servicing of the Mortgage Loan	16
	Section 3   	Priority of Payments	21
	Section 4   	Workout	23
	Section 5   	Administration of the Mortgage Loan	23
	Section 6   	Appointment of Controlling Note Holder Representative and Non-Lead Note Holder Representative	26
	Section 7   	Appointment of Special Servicer	30
	Section 11   	Representations of the Note Holders	33
	Section 12   	No Creation of a Partnership or Exclusive Purchase Right	34
	Section 13   	Other Business Activities of the Note Holders	34
	Section 14   	Sale of the Notes	34
	Section 15   	Registration of the Notes and Each Note Holder	37
	Section 16   	Governing Law; Waiver of Jury Trial	37
	Section 17   	Submission To Jurisdiction; Waivers	38
	Section 18   	Modifications	38
	Section 19   	Successors and Assigns; Third Party Beneficiaries	39
	Section 30   	Termination and Resignation of Agent	43
	Section 31   	Resizing	43



 



    i


     


    

 


THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of June 7, 2018, by and among 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-A, Note A-2-A-1, Note A-2-A-2,
Note A-2-A-3, Note A-2-A-4, Note A-2-A-5 and Note B-1, the “Initial Note 1 Holder”, and in its capacity as the
initial agent, the “Initial Agent”); DEUTSCHE BANK, AG, NEW YORK BRANCH (“DBNY” and together
with its successors and assigns in interest, in its capacity as initial owner of Note A-1-B, Note A-2-B-1, Note A-2-B-2, Note A-2-B-3,
Note A-2-B-4, Note A-2-B-5 and Note B-2, the “Initial Note 2 Holder”); WELLS FARGO BANK, NATIONAL ASSOCIATION
(“WFB” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-D,
Note A-2-D-1, Note A-2-D-2, Note A-2-D-3, Note A-2-D-4, Note A-2-D-5 and Note B-4, the “Initial Note 3 Holder”)
and MORGAN STANLEY BANK, N.A. (“MSBNA” and together with its successors and assigns in interest, in its capacity
as initial owner of Note A-1-C, Note A-2-C-1, Note A-2-C-2, Note A-2-C-3, Note A-2-C-4, Note A-2-C-5 and Note B-3, the “Initial
Note 4 Holder” and, together with the Initial Note 1 Holder, the Initial Note 2 Holder and the Initial Note 3 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 Exhibit A hereto (the “Mortgage Loan Schedule”) to the Aventura Mall Venture (the “Mortgage
Loan Borrower”), which was evidenced by, among other things, twenty-eight Notes (as further described below) in the aggregate
original principal amount of $1,750,000,000 made by the Mortgage Loan Borrower in favor of the Initial Note Holders, and secured
by a first mortgage (as amended, modified or supplemented, the “Mortgage”) on certain real property located
as described in the Mortgage Loan Agreement and certain other property described in the Mortgage Loan Agreement (collectively,
the “Mortgaged Property”);


 


WHEREAS, the Mortgage
Loan is evidenced by the following promissory notes (as amended, modified or supplemented, the “Notes”), the
designations and original principal amounts set forth below, each dated as of June 19, 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-A	JPMCB	$138,278,000
	Note A-1-B	DBNY	$89,474,000
	Note A-1-C	MSBNA	$89,474,000
	Note A-1-D	WFB	$89,474,000
	Note A-2-A-1	JPMCB	$75,000,000
	Note A-2-A-2	JPMCB	$65,000,000
	Note A-2-A-3	JPMCB	$50,000,000
	Note A-2-A-4	JPMCB	$75,000,000



 



     


     


    

 


	Note A-2-A-5	JPMCB	$75,000,000
	Note A-2-B-1	DBNY	$60,000,000
	Note A-2-B-2	DBNY	$50,000,000
	Note A-2-B-3	DBNY	$40,000,000
	Note A-2-B-4	DBNY	$35,000,000
	Note A-2-B-5	DBNY	$35,000,000
	Note A-2-C-1	MSBNA	$60,000,000
	Note A-2-C-2	MSBNA	$50,000,000
	Note A-2-C-3	MSBNA	$40,000,000
	Note A-2-C-4	MSBNA	$35,000,000
	Note A-2-C-5	MSBNA	$35,000,000
	Note A-2-D-1	WFB	$60,000,000
	Note A-2-D-2	WFB	$50,000,000
	Note A-2-D-3	WFB	$40,000,000
	Note A-2-D-4	WFB	$35,000,000
	Note A-2-D-5	WFB	$35,000,000
	Note B-1	JPMCB	$116,722,000
	Note B-2	DBNY	$75,526,000
	Note B-3	MSBNA	$75,526,000
	Note B-4	WFB	$75,526,000


 


WHEREAS, JPM, DBNY, WFB
and MSBNA 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-1-A, A-1-B, A-1-C, A-1-D, B-1, B-2, B-3 and B-4 to a depositor who will in turn transfer such notes
to a trustee for the Aventura Mall Trust 2018-AVM;


 


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-A, Note A-1-B, Note A-1-C, Note A-1-D, Note A-2-A-1, Note A-2-A-2, Note A-2-A-3, Note A-2-A-4, Note
A-2-A-5, Note A-2-B-1, Note A-2-B-2, Note A-2-B-3, Note A-2-B-4, Note A-2-B-5, Note A-2-C-1, Note A-2-C-2, Note A-2-C-3, Note A-2-C-4,
Note A-2-C-5, Note A-2-D-1, Note A-2-D-2, Note A-2-D-3, Note A-2-D-4 and Note A-2-D-5.


 


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


 






    2 


     


    

 


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


 


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


 


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


 






    3 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Controlling
Note Holder” shall mean the Note A-1-A Holder; provided that at any time Note A-1-A is included in the Lead Securitization,
the rights of the “Controlling Note Holder” herein may be exercised by the holders of the majority of the class of
securities issued in the Lead Securitization designated as the “controlling class” or such other class(es) otherwise
assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided
in the Lead Securitization Servicing Agreement; provided, further, that if at any time 50% or more of the Note A-1-A Notes
(or class of securities issued in the Lead Securitization designated as the “controlling class” or such other class(es)
otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”) is held by a Borrower Affiliate,
the Note A-1-A Notes (or the class of securities issued in the Lead Securitization designated as the “controlling class”
or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”) shall
not be entitled to exercise any rights of the Controlling Note Holder under this Agreement or the Lead Securitization Servicing
Agreement, as and to the extent provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 






    4 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Insolvency
Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or
any other insolvency, liquidation, reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action
for the dissolution of the Mortgage Loan Borrower, any proceeding (judicial or otherwise) concerning the application of the assets
of the Mortgage Loan Borrower for the benefit of its creditors, the appointment of or any proceeding seeking the appointment of
a trustee, receiver or other similar custodian for all or any substantial part of the assets of the Mortgage Loan Borrower or any
other action concerning the adjustment of the debts of the Mortgage Loan Borrower, the cessation of business by the Mortgage Loan
Borrower, except following a sale, transfer or other disposition of all or substantially all of the assets of the Mortgage Loan
Borrower in a transaction permitted under the Mortgage Loan Documents; provided, 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.


 






    5 


     


    

 


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


 


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


 


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


 


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


 


“Lead Securitization”
shall mean the Securitization of the Lead Securitization Notes in a Securitization Trust to be designated by the Initial Note A-1-A
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-1-A, Note A-1-B, Note A-1-C, Note A-1-D, Note B-1, Note B-2, Note B-3 and Note B-4 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 Aventura Mall Trust 2018-AVM, Commercial Mortgage Pass-Through Certificates,
Series 2018-AVM, by and among 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 Wells Fargo Bank, National Association or its successor-in-interest, or any successor Master Servicer appointed as provided
in the Lead Securitization Servicing Agreement.


 


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


 


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


 






    6 


     


    

 


“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 7, 2018, among the Initial Note Holders, as Lender, and Aventura
Mall Venture, as Mortgage Loan Borrower, as the same may be further amended, restated, supplemented or otherwise modified from
time to time, subject to the terms hereof.


 


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


 


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


 


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


 


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


 


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


 


“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.


 


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


 






    7 


     


    

 


“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 each of Note A-2-A-1, Note A-2-A-2, Note A-2-A-3, Note A-2-A-4, Note A-2-A-5, Note A-2-B-1, Note A-2-B-2, Note A-2-B-3,
Note A-2-B-4, Note A-2-B-5, Note A-2-C-1, Note A-2-C-2, Note A-2-C-3, Note A-2-C-4, Note A-2-C-5, Note A-2-D-1, Note A-2-D-2, Note
A-2-D-3, Note A-2-D-4 and Note A-2-D-5.


 


“Non-Lead Note
Holder” shall mean each Note Holder of a Non-Lead Note; provided that with respect to each Non-Lead Note Holder,
at any time the related Non-Lead Note is included in a Securitization, references to the “Non-Lead Note Holder” herein
shall mean the Non-Lead Securitization Controlling Class Representative under the related Non-Lead Securitization Servicing Agreement,
as and to the extent provided in such Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization
Note Holder (and the Master Servicer and the Special Servicer) has been given written notice; provided, further that if at any
time 50% or more of any Non-Lead Note (or class of securities issued in any Non-Lead Securitization designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the “controlling class”
under the related Non-Lead Securitization Servicing Agreement) is held by a Borrower Affiliate, no such Note Holder or other Person
shall be entitled to exercise any rights of such Non-Lead Note Holder under this Agreement or the related Non-Lead Securitization
Servicing Agreement, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement. The Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with
more than one party exercising the rights of a “Non-Controlling Note Holder” herein or under the Lead Securitization
Servicing Agreement and, to the extent that the related Non-Lead Securitization Servicing Agreement assigns such rights to more
than one party, for purposes of this Agreement, the Non-Lead Securitization Servicing Agreement shall designate one party to deal
with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) and provide written
notice of such designation to the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer acting on its
behalf); provided that, in the absence of such designation and notice, the Lead Securitization Note Holder (or the Master Servicer
or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written notice
as having been designated as the Non-Lead Note Holder with respect to such Non-Lead Note Holder for all purposes of this Agreement.


 


Prior to Securitization
of any Non-Lead Note (including any New Notes), all notices, reports, information or other deliverables required to be delivered
to the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) only need to be delivered to the related Non-Lead
Note Holder Representative and, when so delivered to such Non-Controlling Note Holder Representative, the Lead Securitization Note
Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations
with respect to such items hereunder or under the Lead


 



    8 


     


    

 


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


 


“Non-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
Controlling Class Representative” shall mean, with respect to any Non-Lead Securitization Note, the holders of the majority
of the class of securities issued in a related Non-Lead Securitization designated as the “controlling class”, if any,
pursuant to the related Non-Lead Securitization Servicing Agreement or their duly appointed representative.


 


“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.


 






    9 


     


    

 


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


 


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


 


“Note B Holder”
shall mean with regards to any B Note, the related Initial Note Holder or any subsequent holder of such 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 have the meaning assigned to such term in the Mortgage Loan Documents.


 


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


 


“Operating Advisor”
shall mean 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 (i) 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


 



    10 


     


    

 


allocated its respective Pro Rata Share of such particular payment,
collection, cost, expense, liability or other amount and (ii) with respect to the B Notes and the Note B 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 B Note or any such Note Holder over another such B Note or Note Holder, as the case may
be, and in any event such that each B 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 (a) 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 and (b) with respect to each B Note and the related Note B Holder, a fraction, expressed as a percentage, the
numerator of which is the Note Principal Balance of such B Note and the denominator of which is the sum of the Note Principal Balance
of all of the B Notes.


 


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


 


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


 


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


 


(c)          one
or more of the following:


 


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


 


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


 


(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


 



    11 


     


    

 


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


 


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


 


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


 


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


 


(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.


 






    12 


     


    

 


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


 


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


 


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


 



    13 


     


    

 


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 Holders (each such Realized Loss described in this clause (ii) shall be
deemed to have been incurred on the Monthly Payment Date for each affected monthly payment).


 


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


 


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


 


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


 


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


 



    14 


     


    

 


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 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.


 


“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 Lead Securitization Notes 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 each of the B Notes, on a Pro Rata and
Pari Passu Basis, until the Note Principal Balance of each such Note is reduced to zero.


 


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


 


“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.


 






    15 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    16 


     


    

 


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 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 Notes are 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, then a Rating Agency Confirmation shall have been obtained from each Rating Agency
and (2) until a replacement servicing agreement has been entered into, the Lead Securitization Note Holder shall cause the Mortgage
Loan to be serviced pursuant to the provisions of the Lead Securitization Servicing Agreement as if such agreement was still in
full force and effect with respect to the Mortgage Loan, by the Servicer in the Lead Securitization or by any Person appointed
by the Lead Securitization Note Holder that is a qualified servicer meeting the requirements of the Lead Securitization Servicing
Agreement; except that the Servicer shall have no obligation to make any P&I Advances on the Lead Securitization Notes or Administrative
Advances.


 


(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


 



    17 


     


    

 


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 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 Mortgage Loan Borrower for payment of such amounts and any principal and interest collections allocable
to the B Notes have 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 Notes
have 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


 



    18 


     


    

 


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 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;


 






    19 


     


    

 


(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 Notes
have 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;


 


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


 


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


 


(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 an electronic 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


 



    20 


     


    

 


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. Each of the B Notes and the right
of the related Note B Holders to receive payments of interest, principal and other amounts with respect to its respective B
Note shall at all times be junior, subject and subordinate to each A Note and the right of the related Note A 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 a Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents,
to the extent permitted by the REMIC Provisions, (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


 



    21 


     


    

 


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


 


(v)           fifth,
on a Pro Rata and Pari Passu Basis, to each 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 respective Note Principal Balances have been
reduced to zero;


 


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


 


(vii)       seventh,
to pay Yield Maintenance Premiums then due and payable in respect of such A Notes entitled to Yield Maintenance Premiums in
connection with a permitted prepayment in accordance with the Mortgage Loan Documents, on a Pro Rata and Pari Passu Basis;


 


(viii)       eighth,
to pay Yield Maintenance Default Premiums then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis,
then the B Notes, on a Pro Rata and Pari Passu Basis;


 


(ix)         ninth,
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


 


(x)          tenth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (i)-(viii), any remaining amount shall be paid pro rata to each Note A Holder and each 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).


 






    22 


     


    

 


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, on a Pro Rata and Pari Passu Basis, based on their respective
Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Note
Rate and any other amounts due to each Note B Holder, as applicable) and then, by the Note A Holders, on a Pro Rata
and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate
and any other amounts due to each Note A Holder, as applicable).


 


Section 5.           Administration
of the Mortgage Loan.


 


(a)          Subject
to this Agreement (including but not limited to Section 5(b)) and the Lead Securitization Servicing Agreement, and subject to the
rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder (or the
Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have the sole
and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage
Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent
to any action or failure to act by the Mortgage Loan 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


 



    23 


     


    

 


Note Holder from the obligation to make any disbursement
of funds as set forth herein or its obligation to follow the Servicing Standard (in the case of the Master Servicer or the Special
Servicer) or any liability for failure to do so).


 


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


 


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


 






    24 


     


    

 


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, but others are not, other Note Holders whose Notes are not included in a REMIC shall not be required to reimburse such Note
Holder or any other Person for payment of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to the administration
of such REMIC or to any determination respecting the amount, payment or avoidance of any tax under such REMIC or (iii) any advances
for any of the foregoing or any interest thereon or for deficits in other items of disbursement or income resulting from the use
of funds for payment of any such taxes, costs or expenses or advances, nor shall any disbursement or payment otherwise distributable
to the other Note Holders be reduced to offset or make-up any such payment or deficit.


 


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


 



    25 


     


    

 


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 or any Borrower
Affiliate), 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 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


 



    26 


     


    

 


interests that conflict with the interests of a Note Holder and,
absent willful misfeasance, bad faith or gross negligence on the part of the Controlling Note Holder Representative or the Controlling
Note Holder, as the case may be, agree to take no action against the Controlling Note Holder Representative, the Controlling Note
Holder or any of their respective officers, directors, employees, principals or agents as a result of such special relationships
or interests, and that neither the Controlling Note Holder Representative nor the Controlling Note Holder will be deemed to have
been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded
any exercise of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed
to give any consent, solely in the interests of any Note Holder.


 


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


 


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


 


In the event that the
Special Servicer or Master Servicer (in the event the Servicer is otherwise authorized by the Lead Securitization Servicing Agreement
to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or any other matter
requiring consent of the Controlling Note Holder, prior to the occurrence and continuance of a Control Event pursuant to the Lead
Securitization Agreement (or consultation with the Controlling Note Holder after the occurrence and during the continuance of a
Control Event, but prior to the occurrence of a Consultation Termination Event (as defined in the Lead


 



    27 


     


    

 


Securitization Servicing
Agreement)), is necessary to protect the interests of the Note Holders (as a collective whole taking into account that the B Notes
are 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 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
its 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.


 






    28 


     


    

 


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


 


(f)         
(1) the Lead Securitization Note Holder (or the Special Servicer acting on its behalf) shall be required to provide to each Non-Lead
Note Holder (or its related Non-Lead Note Holder Representative) (i) notice, information and reports with respect to any Major
Decisions (similar to such notice, information and report it is required to deliver to the Directing Holder pursuant to the Lead
Securitization Servicing Agreement) (for this purpose, without regard to whether such items are actually required to be provided
to the Directing Holder under the Lead Securitization Servicing Agreement due to the occurrence of a Control Termination Event
or a Consultation Termination Event) and (ii) a summary of the Asset Status Report relating to the Mortgage Loan (at the same time
as it is required to deliver to the Directing Holder pursuant to the Lead Securitization Servicing Agreement) and (2) the Lead
Securitization Note Holder (or the Special Servicer acting on its behalf) shall be required to consult with each Non-Lead Note
Holder (or its related Non-Lead Note Holder Representative) on a strictly non-binding basis with respect to any such Major Decision
or the implementation of any recommended actions in the summary of the Asset Status Report relating to the Mortgage Loan, and consider
alternative actions recommended by the related Non-Lead Note Holder (or its related Non-Lead Note Holder Representative); provided
that after the expiration of a period of ten (10) Business Days from the delivery to a Non-Lead Note Holder (or its related Non-Lead
Note Holder Representative) by the Lead Securitization Note Holder of written notice of a proposed action, together with copies
of the notice, information and report required to be provided to the Non-Lead Note Holder, the Lead Securitization Note Holder
(or the Special Servicer acting on its behalf) shall no longer be obligated to consult with such Non-Lead Note Holder (or its related
Non-Lead Note Holder Representative), whether or not such Non-Lead Note Holder (or its related Non-Lead Note Holder Representative)
has responded within such ten (10) Business Day period unless the Lead Securitization Note Holder (or the Master Servicer or the
Special Servicer acting on its behalf) proposes a new course of action that is materially different from the action previously
proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery
of all information relating thereto. Notwithstanding the consultation rights of any Non-Lead Note Holder (or its related Non-Lead
Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization Note Holder (or Special Servicer
acting on its behalf) may make any Major Decision or take any action set forth in the Asset Status Report before the expiration
of the aforementioned ten (10) Business Day period if the Lead Securitization Note Holder (or Special Servicer) determines that
immediate action with respect thereto is necessary to protect the


 



    29 


     


    

 


interests of the Note Holders. In no event shall the Lead Securitization
Note Holder (or Servicer or Special Servicer, acting on its behalf) be obligated at any time to follow or take any alternative
actions recommended by any Non-Lead Note Holder (or its related Non-Lead Note Holder Representative).


 


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


 


Section
7.           Appointment of Special Servicer. Subject to the
terms of the Lead Securitization Servicing Agreement, the Controlling Note Holder (or its Controlling Note 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, if such replacement Special
Servicer does not have the Required Special Servicer Rating for each Rating Agency then rating a Non-Lead Securitization,
delivering a Rating Agency Confirmation from each 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 and promptly deliver all information necessary for any
Non-Lead Securitization to comply with any applicable reporting requirements under the Exchange Act. Any such appointment of
a replacement Special Servicer will not become effective unless all such information has been delivered to the Non-Lead
Securitization Holders. 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


 



    30 


     


    

 


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


 


Section 8.           Payment
Procedure.


 


(a)           The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead
Securitization Servicing Agreement, shall deposit or cause to be deposited all payments and collections on the Mortgage Loan to
the Collection Account and the portion of such payments and collections that are distributable to the Non-Lead Securitization Note
Holders shall be deposited into the Companion Distribution Account pursuant to and in accordance with the Lead Securitization Servicing
Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such amounts to
the applicable account within two (2) Business Days after receipt of properly identified funds by the Lead Securitization Note
Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower and (ii) remit from the applicable
account (A) prior to the Securitization Date, within two Business Days of receipt of properly identified funds (unless otherwise
specified pursuant to an interim servicing agreement) and (B) on or after the Securitization Date, (A) with respect to the Lead
Securitization Notes, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Notes and
(B) with respect to each Non-Lead Securitization Note, (x) prior to the Non-Lead Securitization, the remittance date under the
Lead Securitization Servicing Agreement for the Lead Securitization Notes and (y) on or after the Non-Lead Securitization, the
earlier of the remittance date under the Lead Securitization Servicing Agreement and the business day immediately succeeding the
“determination date” set forth in the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization
Notes, provided such “determination date” shall not be earlier than the 1st day of the month. all
payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect to the
Non-Lead Securitization Notes (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained
by the applicable Note Holder.


 


(b)           If
the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received
or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar
law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, a


 



    31 


     


    

 


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 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.


 






    32 


     


    

 


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 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


 



    33 


     


    

 


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 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


 



    34 


     


    

 


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 Defaulted Loan, to a single member limited liability or limited
partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability
companies or limited partnerships, by the Lead Securitization Trust.


 


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


 


(c)           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 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


 



    35 


     


    

 


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 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;


 






    36 


     


    

 


(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
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


 



    37 


     


    

 


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


 


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


 


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


 



    38 


     


    

 


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.


 


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


 



    39 


     


    

 


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 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.


 






    40 


     


    

 


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 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


 



    41 


     


    

 


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;


 


(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;


 






    42 


     


    

 


(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 an Initial Note Holder or an affiliate of an Initial Note Holder (the
“Resizing Holder”) is the owner of a Non-Lead Securitization Note (the “Owned Note”)
and such Owned Note is not included in a Securitization, such Resizing Holder shall have the right, subject to the terms of
the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes
(in either case, “New Notes”) reallocating the principal of the Owned Note to such New Notes; or severing
the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then
outstanding principal balance of the Owned Note provided that (i) the aggregate principal balance of all outstanding
New Notes following such amendments is no greater than the aggregate principal of the Owned Note prior to such amendments,
(ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments or
re-allocations, (iii) all Notes pay pro rata and on a pari passu basis (to the extent described in the Mortgage
Loan Agreement) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, (iv)
the Resizing Holder 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


 



    43 


     


    

 


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]


 




    44 


     


    

 


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


 





(Co-Lender
Agreement Aventura Mall)


 




     


     


    

 


	 	Initial Note 1 Holder
	 	 
	 	JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, a national banking association
	 	 
	 	By:	/s/ John
    Miller
	 	 	Name:       John
    Miller
Title:      Vice President



 


JMP
2018-AVM: CO-LENDER AGREEMENT



 




     


     


    

 





	 	Initial Note 2 Holder
	 	 
	 	DEUTSCHE BANK, AG, NEW YORK
BRANCH, a German Bank, authorized by the New York Department of Financial Services
	 	 
	 	By:	/s/ Matt Smith
	 	 	Name: Matt Smith
Title: Director
	 	 
	 	By:	/s/ Natalie Grainger
	 	 	Name: Natalie Grainger
Title: Director



 



JMP
2018-AVM: CO-LENDER AGREEMENT


 




     


     


    

 





	 	Initial Note 3  Holder
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association
	 	 
	 	By:	/s/ Jeff Cirillo
	 	 	Name: Jeff Cirillo
Title: Managing Director


 



JMP
2018-AVM: CO-LENDER AGREEMENT


 




     


     


    

 





	 	Initial Note 4  Holder
	 	 
	 	MORGAN STANLEY BANK, N.A.,
a national banking association
	 	 
	 	By:	/s/ Kristin Sansone
	 	 	Name: Kristin Sansone
Title: Executive Director


 



JMP
2018-AVM: CO-LENDER AGREEMENT


 




     


     


    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	Aventura Mall Venture
	Date of Mortgage Loan: 	June 7, 2018
	Date of Notes: 	June 19, 2018
	Original Principal Amount of Mortgage Loan:	$1,750,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$1,750,000,000
	Initial Note A-1-A Principal Balance:	$138,278,000
	Initial Note A-1-B Principal Balance:	$89,474,000
	Initial Note A-1-C Principal Balance:	$89,474,000
	Initial Note A-1-D Principal Balance:	$89,474,000
	Initial Note A-2-A-1 Principal Balance:	$75,000,000
	Initial Note A-2-A-2 Principal Balance:	$65,000,000
	Initial Note A-2-A-3 Principal Balance:	$50,000,000
	Initial Note A-2-A-4 Principal Balance	$75,000,000
	Initial Note A-2-A-5 Principal Balance	$75,000,000
	Initial Note A-2-B-1 Principal Balance:	$60,000,000
	Initial Note A-2-B-2 Principal Balance:	$50,000,000
	Initial Note A-2-B-3 Principal Balance:	$40,000,000
	Initial Note A-2-B-4 Principal Balance:	$35,000,000
	Initial Note A-2-B-5 Principal Balance:	$35,000,000
	Initial Note A-2-C-1 Principal Balance:	$60,000,000
	Initial Note A-2-C-2 Principal Balance:	$50,000,000
	Initial Note A-2-C-3 Principal Balance:	$40,000,000
	Initial Note A-2-C-4 Principal Balance:	$35,000,000
	Initial Note A-2-C-5 Principal Balance:	$35,000,000
	Initial Note A-2-D-1 Principal Balance:	$60,000,000
	Initial Note A-2-D-2 Principal Balance:	$50,000,000
	Initial Note A-2-D-3 Principal Balance:	$40,000,000
	Initial Note A-2-D-4 Principal Balance:	$35,000,000
	Initial Note A-2-D-5 Principal Balance:	$35,000,000
	Initial Note B-1 Principal Balance:	$116,722,000
	Initial Note B-2 Principal Balance:	$75,526,000
	Initial Note B-3 Principal Balance:	$75,526,000
	Initial Note B-4 Principal Balance:	$75,526,000
	Location of Mortgaged Property:	19501 Biscayne Blvd, Aventura, Miami-Dade County, FL 33180
	Scheduled Maturity Date:	July 1, 2028
	 	 




     A-1


     


    

 


EXHIBIT B


 


1.  Initial Note
1 Holder:


 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Kunal K. Singh

Email: US_CMBS_Notice@jpmorgan.com


 


with a copy to:


 


JPMorgan Chase Bank, National Association

4 New York Plaza, 21st Floor

New York, NY 10004-2413

Attention: Bianca A. Russo, Esq.

Email: US_CMBS_Notice@jpmorgan.com


 


with a copy to:



Cadwalader Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: David Burkholder

Email: David.Burkholder@cwt.com


 


2.  Initial Note
2 Holder:


 


Deutsche Bank, AG, New York Branch

60 Wall Street

New York, New York 10005

Attention: Robert Pettinato

Telecopier: (212) 669-0021

E-Mail: Robert.pettinato@db.com


 


with a copy to:


 


Deutsche Bank AG, New York Branch

60 Wall Street

New York, New York 10005

Attention: General Counsel


 






    B-1


     


    

 


3.   Initial Note 3 Holder:


 


Wells Fargo Bank, National Association


375 Park Avenue, 2nd Floor


J0127-023


New York, New York 10152


Attention: A.J. Sfarra


Email: Anthony.sfarra@wellsfargo.com


 


with a copy to:


 


Jeff D. Blake, Esq.


Senior Counsel


Wells Fargo Law Department


D1053-300


301 South College St.


Charlotte, North Carolina 28288


Email: jeff.blake@wellsfargo.com


 


and


 


Alston & Bird LLP


2828 N. Harwood St., Floor 18


Dallas, Texas 75201


Attn: Mike Jewesson


Email: mike.jewesson@alston.com


 


4.   Initial Note 4 Holder:


 


Morgan Stanley Bank, N.A.

1585 Broadway, 25th Floor

New York, New York 10036

Attention: Stephen Holmes


 






    B-2


     


    

 


(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, NY 10004-2413

Attention: Bianca A. Russo

Managing Director and Associate General Counsel

E-mail: US_CMBS_Notice @jpmorgan.com


 


		(ii)	Master Servicer:



 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing, MAC D1086 120

Three Wells Fargo

401 S. Tryon Street, 8th Floor

Charlotte, North Caronlina 28202

Attention: Aventura Mall Trust 2018-AVM Asset Manager

Facsimile: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association

Legal Department, D1053-300

301 South College Street, 30th Floor

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Facsimile: (704) 383-0353


 


with an additional copy to:


 


K&L Gates LLP

Hearst Tower

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: Aventura Mall Trust 2018-AVM

Facsimile: (704) 353-3190


 






    B-3


     


    

 


(iii) Special Servicer:


 


CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Brian Hanson (Aventura 2018-AVM)

facsimile number: (212) 715-9699


 


with a copy to:


 


CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department (Aventura 2018-AVM)


 


(iv) Certificate Administrator:


 




Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – Aventura Mall Trust 2018-AVM

Telephone: (410) 884-2000


 


with a copy to:


 


Facsimile: (410) 715-2380

Email: trustadministration@wellsfargo.com and

cts.cmbs.bond.admin@wellsfargo.com


 


(v) Trustee:


 


Wilmington Trust, National Association


1100 North Market Street


Wilmington, Delaware 19890


Attention: CMBS Trustee


 


with a copy to:


 


Facsimile: (302) 630-4140


E-mail: cmbstrustee@wilmingtontrust.com


 


(vi) Operating Advisor:


 


Park Bridge Lender Services LLC


600 Third Avenue, 40th Floor


New York, New York 10016


Attention: Aventura Mall Trust 2018-AVM
– Surveillance Manager


 


with a copy sent contemporaneously via
email to:


cmbs.notices@parkbridgefinancial.com


 




    B-4


     


    

 


EXHIBIT C


 


1. Apollo Global Real Estate


2. Archon Capital, L.P.


3. AREA Property Partners


4. BlackRock, Inc.


5. The Blackstone Group International Ltd.


6. Capital Trust, Inc.


7. Clarion Partners


8. Colony Capital, Inc.


9. DLJ Real Estate Capital Partners


10. Eightfold Real Estate Capital, L.P.


11. Fortress Investment Group LLC


12. Garrison Investment Group


13. Goldman, Sachs & Co.


14. iStar Financial Inc.


15. J.E. Roberts Companies


16. Lend-Lease Real Estate Investments


17. LoanCore Capital


18. Lonestar Funds


19. Praedium Group


20. Raith Capital Partners, LLC


21. Rialto Capital Management, LLC


22. Rialto Capital Advisors, LLC


23. Rockpoint Group


24. Starwood Capital/Starwood Financial Trust


25. Torchlight Investors


26. Walton Street Capital, LLC


27. Westbrook Partners


28. WestRiver Capital


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




 



    C-1