Exhibit 4.18


 





EXECUTION
VERSION


  


CO-LENDER
AGREEMENT


 



 


Dated
as of July 12, 2018



by and among



 


JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-1 and Note A-2 Holder)


 


JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-3 and Note A-4 Holder)


 


JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-5, Note A-6, Note A-7, Note A-8, Note A-9 and Note A-10 Holder)


 


and


 


JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION

(Initial Note B-1 and Note B-2 Holder)


 


2018
Workspace Property Trust





 






    


     


    

 


TABLE
OF CONTENTS 


 





	 	 	Page
	 	 	 
	Section 1.	Definitions	3
	Section 2.	Servicing of Mortgage Loan	18
	Section 3.	Priority of Payments	22
	Section 4.	Workout	26
	Section 5.	Administration of Mortgage Loan	27
	Section 6.	Appointment of Controlling Note Holder Representative
    and Non-Lead	 
	 	Note Holder Representative	29
	Section 7.	Appointment of Special Servicer	34
	Section 8.	Payment Procedure	35
	Section 9.	Limitation on Liability of Note Holders	36
	Section 10.	Bankruptcy	36
	Section 11.	Representations of Note Holders	37
	Section 12.	No Creation of Partnership or Exclusive Purchase
    Right	37
	Section 13.	Other Business Activities of Note Holders	38
	Section 14.	Sale of Notes	38
	Section 15.	Registration of Notes and Note Holders	41
	Section 16.	Governing Law; Waiver of Jury Trial	41
	Section 17.	Submission To Jurisdiction; Waivers	42
	Section 18.	Modifications	42
	Section 19.	Successors and Assigns; Third Party Beneficiaries	42
	Section 20.	Counterparts	43
	Section 21.	Captions	43
	Section 22.	Severability	43
	Section 23.	Entire Agreement	43
	Section 24.	Withholding Taxes	43
	Section 25.	Custody of Mortgage Loan Documents	44
	Section 26.	Cooperation in Securitization	45
	Section 27.	Notices	46
	Section 28.	Broker	46
	Section 29.	Certain Matters Affecting Agent	46
	Section 30.	Termination and Resignation of Agent	47
	Section 31.	Resizing	47




 






    i


     


    

 







THIS
CO-LENDER AGREEMENT (this “Agreement”), dated as of July 12, 2018, by and among JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION (“JPM” and together with its successors and assigns in interest, in its capacities as initial owner
of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note A-9, Note A-10, Note B-1 and Note B-2
(in its capacities as initial Holder of each such Note, collectively, the “Initial Note Holders”, and in its
capacity as the initial agent, the “Initial Agent”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), the Initial Note Holders originated a certain loan (the “Mortgage
Loan”) described on Exhibit A hereto (the “Mortgage Loan Schedule”) to the borrowers described
on the Mortgage Loan Schedule (the “Mortgage Loan Borrowers”), which is evidenced by, among other things, 12
Notes (as further described below) in the aggregate original principal amount of $1,280,000,000 made by the Mortgage Loan Borrowers
in favor of the Initial Note Holders, and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”)
on certain real properties located as described in the Mortgage Loan Agreement (as defined herein) and certain other property
described in the Mortgage Loan Agreement (collectively, the “Mortgaged Properties”);


 


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


 






    


     


    




 


	Note	Initial
    Note Holder	Original
    Principal Balance	Corresponding
    Components	Corresponding
    Component Pair	Rate
    Type
	Note
    A-1	JPMCB	$172,069,218.75	Component
    A-A, 

    Component A-B, 

    Component A-C, 

    Component A-D, 

    Component A-E, 

    Component A-F, 

    Component A-G, 

    Component A-H, 

    Component A-HRR	Component
    A, 

    Component B, 

    Component C, 

    Component D, 

    Component E, 

    Component F, 

    Component G, 

    Component H, 

    Component HRR	Floating 

        Floating 

        Floating 

        Floating 

        Floating 

        Floating 

        Floating 

        Floating 

        Floating 

	Note
    A-2	JPMCB	$87,930,781.25	Component
    A-A, 

    Component A-B, 

    Component A-C, 

    Component A-D, 

    Component A-E, 

    Component A-F, 

    Component A-G, 

    Component A-H, 

    Component A-HRR	Component
    A, 

    Component B, 

    Component C, 

    Component D, 

    Component E, 

    Component F, 

    Component G, 

    Component H, 

    Component HRR	Floating 

        Floating 

        Floating 

        Floating 

        Floating 

        Floating 

        Floating 

        Floating 

        Floating 

	Note
    A-3	JPMCB	$194,041,134.38	Component
    B-A, 

    Component B-B	Component
    A, 

    Component B	Fixed 

        Fixed 

	Note
    A-4	JPMCB	$99,158,865.62	Component
    B-A, 

    Component B-B	Component
    A, 

    Component B	Fixed 

        Fixed 

	Note
    A-5	JPMCB	$39,708,281.25	Component
    B-A-C, 

    Component B-B-C	Component
    A, 

    Component B	Fixed 

        Fixed 

	Note
    A-6	JPMCB	$20,291,718.75	Component
    B-A-C, 

    Component B-B-C	Component
    A, 

    Component B	Fixed 

        Fixed 

	Note
    A-7	JPMCB	$36,399,257.81	Component
    B-A-C, 

    Component B-B-C	Component
    A, 

    Component B	Fixed 

        Fixed 

	Note
    A-8	JPMCB	$18,600,742.19	Component
    B-A-C, 

    Component B-B-C	Component
    A, 

    Component B	Fixed 

        Fixed 

	Note
    A-9	JPMCB	$36,399,257.81	Component
    B-A-C, 

    Component B-B-C	Component
    A, 

    Component B	Fixed 

        Fixed 

	Note
    A-10	JPMCB	$18,600,742.19	Component
    B-A-C, 

    Component B-B-C	Component
    A, 

    Component B	Fixed 

        Fixed 

	Note
    B-1	JPMCB	$368,492,850.00	Component
    B-C, 

    Component B-D, 

    Component B-E, 

    Component B-F, 

    Component B-G, 

    Component B-H, 

    Component B-HRR	Component
    C, 

    Component D, 

    Component E, 

    Component F, 

    Component G, 

    Component H, 

    Component HRR	Fixed 

        Fixed 

        Fixed 

        Fixed 

        Fixed 

        Fixed 

        Fixed 

	Note
    B-2	JPMCB	$188,307,150.00	Component
    B-C,	Component
    C,	Fixed



 






    2


     


    




 


	Note	Initial
    Note Holder	Original
    Principal Balance	Corresponding
    Components	Corresponding
    Component Pair	Rate
    Type



				
    Component B-D, 

    Component B-E, 

    Component B-F, 

    Component B-G, 

    Component B-H, 

    Component B-HRR	

    Component D, 

    Component E, 

    Component F, 

    Component G, 

    Component H, 

    Component HRR	 Fixed 

        Fixed 

        Fixed 

        Fixed 

        Fixed 

        Fixed 



  


WHEREAS,
JPM intends (but is not bound) to sell, transfer and assign its right, title and interest in and to all or a portion of Notes
A-1, A-2, A-3, A-4, B-1 and B-2 to a depositor who will in turn transfer such Notes to a trustee for the J.P. Morgan Chase Commercial
Mortgage Securities Trust 2018-WPT, Commercial Mortgage Pass Through Certificates, Series 2018-WPT;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Agent
Office” shall mean the designated office of the Agent which office initially shall be the office of the Initial Note
A-1 Holder listed on Exhibit B hereto and after the


 






    3


     


    

 


Securitization Date, shall mean 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 schedules 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 and Note B-2.


 


“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 assigned to such term 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”.


 


“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.


 






    4


     


    

 


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


 


“Component
A” shall mean, collectively, “Component A-A”, “Component B-A” and “Component B-A-C”, each
as defined in the Mortgage Loan Agreement.


 


“Component
B” shall mean, collectively, “Component A-B”, “Component B-B” and “Component B-B-C”, each
as defined in the Mortgage Loan Agreement.


 


“Component
C” shall mean, collectively, “Component A-C”, “Component B-C”, each as defined in the Mortgage
Loan Agreement.


 


“Component
D” shall mean, collectively, “Component A-D”, “Component B-D”, each as defined in the Mortgage
Loan Agreement.


 


“Component
E” shall mean, collectively, “Component A-E”, “Component B-E”, each as defined in the Mortgage
Loan Agreement.


 


“Component
F” shall mean, collectively, “Component A-F”, “Component B-F”, each as defined in the Mortgage
Loan Agreement.


 


“Component
G” shall mean, collectively, “Component A-G”, “Component B-G”, each as defined in the Mortgage
Loan Agreement.


 


“Component
H” shall mean, collectively, “Component A-H”, “Component B-H”, each as defined in the Mortgage
Loan Agreement.


 


“Component
HRR” shall mean, collectively, “Component A-HRR”, “Component B-HRR”, each as defined in the
Mortgage Loan Agreement.


 


“Component
Pair” means any of Component A, Component B, Component C, Component D, Component E, Component F, Component G and Component
HRR.


 


“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 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).


 






    5


     


    

 


“Controlling
Note Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 is included in the Lead Securitization,
the rights of the “Controlling Note Holder” herein may be exercised by the holders of the majority of the class of
Certificates 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
Notes (or class of Certificates 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 Notes (or the class of Certificates 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.


 


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


 


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


 


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


 


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


 


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


 


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


 






    6


     


    

 


“Initial
Note A-5 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial
Note A-6 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial
Note A-7 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial
Note A-8 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial
Note A-9 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial
Note A-10 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


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


 


“Initial
Note B-2 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 a Mortgage Loan Borrower, any action
for the dissolution of a Mortgage Loan Borrower, any proceeding (judicial or otherwise) concerning the application of the assets
of a 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 a Mortgage Loan Borrower or any
other action concerning the adjustment of the debts of a Mortgage Loan Borrower, the cessation of business by a Mortgage Loan
Borrower, except following a sale, transfer or other disposition of all or substantially all of the assets of a 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 a Mortgaged Property, a Mortgage Loan Borrower for purposes of this Agreement
shall be defined to mean the successor owner of a Mortgaged Property from time to time as may be permitted pursuant to the Mortgage
Loan Documents and (b) for the purposes of this definition, if more than one entity comprises the Mortgage Loan Borrower, the
term “Mortgage Loan Borrower” shall refer to any such entity.


 


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


 






    7


     


    

 


“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 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, Note A-2, Note A-3, Note A-4, Note B-1 and Note B-2 for so long as any such
Note is included in the Lead Securitization.


 


“Lead
Securitization Servicing Agreement” shall mean the trust and servicing agreement to be entered into in connection with
the Securitization of the Lead Securitization Notes and issuance of the J.P. Morgan Chase Commercial Mortgage Securities Trust
2018-WPT, Commercial Mortgage Pass Through Certificates, Series 2018-WPT, 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 assigned to such term in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 






    8


     


    

 


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of June 8, 2018, among the Initial Note Holders, as Lender,
and the Mortgage Loan Borrowers as amended by that certain Note Splitter and Loan Modification Agreement (Renewal Note), made
as of July 12, 2018, by and among JPM and WPT Land Z LP, and as amended by that certain Note Splitter and Loan Modification Agreement,
made as of July 12, 2018, by and among JPM and WPT Land Z LP RV OP 1 LP, RV OP 2 LP, RV OP 3 Lessee LP and WPT Properties LP,
as the same may be further amended, restated, supplemented or otherwise modified from time to time, subject to the terms hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Lead
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.


 






    9


     


    

 


“Non-Lead
Note” shall mean each of Note A-5, Note A-6, Note A-7, Note A-8, Note A-9 and Note A-10.


 


“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 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


 






    10


     


    

 


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 Certificates 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.


 


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


 


“Note
A Holder” shall mean with respect 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.


 






    11


     


    

 


“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.


 


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


 


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


 


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


 


“Pro
Rata and Pari Passu Basis” shall mean with respect to the Components that represent a Component Pair, the allocation
of any particular payment, collection, cost, expense, liability or other amount among such Components without any priority of
any such Component over another such Component, and in any event such that each such Component is allocated its respective Pro
Rata Share of such particular payment, collection, cost, expense, liability or other amount.


 


“Pro
Rata Share” shall mean with respect to each Component representing a portion of a Component Pair and the holders of
such Component, a fraction, expressed as a percentage, the numerator of which is the principal balance such Component and the


 






    12


     


    

 


denominator of which is the sum of the principal balances of all of the Components comprising portions of such Component Pair.


 


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


 


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


 


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


 


(c)           one
or more of the following:


 


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


 


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


 


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


 






    13


     


    

 


 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.


 


“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


 






    14


     


    

 


statistical rating agency reasonably designated by any Note Holder to rate the Certificates 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 Certificates 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 instead
require the consent of the holder of Note A-1, which consent shall not be unreasonably withheld, conditioned or delayed.


 


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


 


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


 






    15


     


    

 


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


 


“Resizing
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.


 






    16


     


    

 


“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”.


 


“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.


 


“Special
Servicer” shall mean KeyBank National Association, 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.


 






    17


     


    

 


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


 


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


 


Section
2.             Servicing of Mortgage Loan.


 


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


 






    18


     


    

 


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


 


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


 






    19


     


    

 


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 Borrowers for payment of such amounts and any principal and interest collections allocable
to Note B-1 and Note B-2 (or, if applicable, the portion of Note A-1 and Note A-2 comprising the same Components of Note B-1 and
Note B-2) 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 or Mortgaged Properties
(including, without, limitation, any costs, fees and expenses related to obtaining any Rating Agency Confirmation), and any collections
allocable to Note B-1 and Note B-2 (or, if applicable, the portion of Note A-1 and Note A-2 comprising the same Components of
Note B-1 and Note B-2) 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 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 its own recoverability
determination with respect to a P&I Advance to be made on the related Non-Lead Securitization Note based on the information
that they have on hand and in accordance with the related Non-Lead Securitization Servicing Agreement. 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 


 






    20


     


    

 


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 Properties, including
without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Mortgage Loan will be
paid in accordance with Sections 2 and 3 of this Agreement and the Lead Securitization Servicing Agreement;


 


(ii)       in
the event that the Master Servicer or the Special Servicer has determined that proceeds of the Mortgage Loan (or foreclosed property)
would be insufficient for reimbursement of the amounts described in clause (i) above and any collections allocable to Note
B-1 and Note B-2 (or, if applicable, the portion of Note A-1 and Note A-2 comprising the same Components of Note B-1 and Note
B-2) 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


 






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(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 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 Notes
are comprised of Components, which are senior and subordinate to one another under the Mortgage Loan Agreement and as further
set forth below. Note B-1, Note B-2 and the applicable portions of Note A-1 and Note A-2 that are comprised of Component A-C,
Component A-D, Component A-E, Component A-F, Component A-G, Component A-H and Component A-HRR, and the right of the related Holders
to receive payments of interest, principal and other amounts shall at all times be junior, subject and subordinate to Note A-3,
Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note A-9, Note A-10 and the portions of Note A-1 and Note A-2 that are comprised
of Component A-A and Component A-B.


 


All
amounts tendered by the Mortgage Loan Borrowers or otherwise available for payment on or with respect to or in connection with
the Mortgage Loan or the Mortgaged Properties or amounts realized as proceeds thereof, whether received in the form of monthly


 






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payments, Balloon Payments, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument
securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than (1) proceeds, awards or settlements to be
applied to the restoration or repair of the Mortgaged Properties or released to the Mortgage Loan Borrowers 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, the Certificate Administrator, the Trustee or the
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 manner described below
without duplication (and payments shall be made at such times as are set forth in the Lead Securitization Servicing Agreement).


 


So
long as no Event of Default has occurred and is continuing, any collections received in respect of the Mortgage Loan or the Properties
will be applied to the Components in accordance with the Mortgage Loan Agreement and the Trust and Servicing Agreement. During
an Event of Default, any collections received in respect of the Mortgage Loan or the Properties will be applied to the Components
in the following order of priority:


 


(i)       first,
on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on Component A (other than Default Interest) to each Note
Holder of a Note that represents a portion of Component A, up to an amount equal to the accrued and unpaid interest on the applicable
principal balance of such Component at the applicable Net Component Rate;


 


(ii)       second,
on a Pro Rata and Pari Passu Basis, to each Note Holder of a Note that represents a portion of Component A, up to an amount equal
to all principal payments (or other amounts allocated to principal) received, if any, with respect to such Payment Date, until
the principal balance of Component A has been reduced to zero;


 


(iii)       third,
on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on Component B (other than Default Interest) to each Note
Holder of a Note that represents a portion of Component B, up to an amount equal to the accrued and unpaid interest on the applicable
principal balance of such Component at the applicable Net Component Rate;


 


(iv)       fourth,
on a Pro Rata and Pari Passu Basis, to each Note Holder of a Note that represents a portion of Component B, up to an amount equal
to all principal payments (or other amounts allocated to principal) received, if any, with respect to such Payment Date, until
the principal balance of Component B has been reduced to zero;


 






    23


     


    

 


(v)       fifth,
on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on Component C (other than Default Interest) to each
Note Holder of a Note that represents a portion of Component C, up to an amount equal to the accrued and unpaid interest on the
applicable principal balance of such Component at the applicable Net Component Rate;


 


(vi)       sixth,
on a Pro Rata and Pari Passu Basis, to each Note Holder of a Note that represents a portion of Component C, up to an amount equal
to all principal payments (or other amounts allocated to principal) received, if any, with respect to such Payment Date, until
the principal balance of Component C has been reduced to zero;


 


(vii)      seventh,
on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on Component D (other than Default Interest) to each
Note Holder of a Note that represents a portion of Component D, up to an amount equal to the accrued and unpaid interest on the
applicable principal balance of such Component at the applicable Net Component Rate;


 


(viii)     eighth,
on a Pro Rata and Pari Passu Basis, to each Note Holder of a Note that represents a portion of Component D, up to an amount
equal to all principal payments (or other amounts allocated to principal) received, if any, with respect to such Payment Date,
until the principal balance of Component D has been reduced to zero;


 


(ix)       ninth,
on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on Component E (other than Default Interest) to each Note
Holder of a Note that represents a portion of the Component E, up to an amount equal to the accrued and unpaid interest on the
applicable principal balance of such Component at the applicable Net Component Rate;


 


(x)       tenth,
on a Pro Rata and Pari Passu Basis, to each Note Holder of a Note that represents a portion of Component E, up to an amount equal
to all principal payments (or other amounts allocated to principal) received, if any, with respect to such Payment Date, until
the principal balance of Component E has been reduced to zero;


 


(xi)       eleventh,
on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on Component F (other than Default Interest) to each Note
Holder of a Note that represents a portion of Component F, up to an amount equal to the accrued and unpaid interest on the applicable
principal balance of such Component at the applicable Net Component Rate;


 


(xii)       twelfth,
on a Pro Rata and Pari Passu Basis, to each Note Holder of a Note that represents a portion of Component F, up to an amount equal
to all principal payments (or other amounts allocated to principal) received, if any, with respect to such Payment Date, until
the principal balance of Component F has been reduced to zero;


 


(xiii)       thirteenth,
on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on Component G (other than Default Interest) to each Note
Holder of a Note that represents a portion of Component G, up to an amount equal to the accrued and unpaid interest on the applicable
principal balance of such Component at the applicable Net Component Rate;


 






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(xiv)       fourteenth,
on a Pro Rata and Pari Passu Basis, to each Note Holder of a Note that represents a portion of Component G, up to an amount equal
to all principal payments (or other amounts allocated to principal) received, if any, with respect to such Payment Date, until
the principal balance of Component G has been reduced to zero;


 


(xv)       fifteenth,
on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on Component H (other than Default Interest) to each Note
Holder of a Note that represents a portion of Component H, up to an amount equal to the accrued and unpaid interest on the applicable
principal balance of such Component at the applicable Net Component Rate;


 


(xvi)       sixteenth,
on a Pro Rata and Pari Passu Basis, to each Note Holder of a Note that represents a portion of Component H, up to an amount equal
to all principal payments (or other amounts allocated to principal) received, if any, with respect to such Payment Date, until
the principal balance of Component H has been reduced to zero;


 


(xvii)       seventeenth,
on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on Component HRR (other than Default Interest) to each
Note Holder of a Note that represents a portion of Component HRR, up to an amount equal to the accrued and unpaid interest on
the applicable principal balance of such Component at the applicable Net Component Rate;


 


(xviii)       eighteenth,
on a Pro Rata and Pari Passu Basis, to each Note Holder of a Note that represents a portion of Component HRR, up to an amount
equal to all principal payments (or other amounts allocated to principal) received, if any, with respect to such Payment Date,
until the principal balance of Component HRR has been reduced to zero;


 


(xix)       nineteenth,
on a Pro Rata and Pari Passu Basis, to each Note Holder of a Note that represents a portion of a Component entitled to Yield Maintenance
Premiums then due and payable in respect of the Mortgage Loan, such Yield Maintenance Premiums being allocated in respect of such
Components in sequential order, first to Component A (other than Component A-A), then to Component B (other than
Component A-B), then to Component B-C, then to Component B-D, then to Component B-E, then to Component
B-F, then to Component B-G, then to Component B-H, and then to Component B-HRR;


 


(xx)       twentieth,
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 Trust and Servicing Agreement; and


 


(xxi)       twenty-first,
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 first through twentieth, any remaining amount shall be paid pro rata
to each Note 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 a Mortgaged Property (including following a condemnation) from the lien of the applicable
Mortgage and Mortgage Loan Documents must be allocated to reduce the principal


 






    25


     


    

 


balance of the Mortgage Loan in the manner permitted
by such REMIC Provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based
solely on real property and excluding any personal property and going concern value).


 


Section
4.           Workout. Notwithstanding anything to the contrary contained
herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance
with the Servicing Standard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed
workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased,
(ii) the Note Rate is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any
other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification
of the Mortgage Loan Documents shall be structured to preserve, the sequential order of payment of the Notes and the Components
in their respective order of priority as set for in Section 3 shall be made as though such workout did not occur, with
the payment terms of each Component 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 each
Note Holder of a Note that represents a portion of Component HRR, on a Pro Rata and Pari Passu Basis (up to their respective principal
balances, together with accrued interest thereon at the Component Rate and any other amounts due to such Note Holders, as applicable),
then, by each Note Holder of a Note that represents a portion of Component H, on a Pro Rata and Pari Passu Basis (up to their
respective principal balances, together with accrued interest thereon at the Component Rate and any other amounts due to such
Note Holders, as applicable), then, by each Note Holder of a Note that represents a portion of Component G, on a Pro Rata and
Pari Passu Basis (up to their respective principal balances, together with accrued interest thereon at the Component Rate and
any other amounts due to such Note Holders, as applicable), then, by each Note Holder of a Note that represents a portion of Component
F, on a Pro Rata and Pari Passu Basis (up to their respective principal balances, together with accrued interest thereon at the
Component Rate and any other amounts due to such Note Holders, as applicable), then by each Note Holder of a Note that represents
a portion of Component E, on a Pro Rata and Pari Passu Basis (up to their respective principal balances, together with accrued
interest thereon at the Component Rate and any other amounts due to such Note Holders, as applicable), then by each Note Holder
of a Note that represents a portion of Component D, on a Pro Rata and Pari Passu Basis (up to their respective principal balances,
together with accrued interest thereon at the Component Rate and any other amounts due to such Note Holders, as applicable), then
by each Note Holder of a Note that represents a portion of Component C, on a Pro Rata and Pari Passu Basis (up to their respective
principal balances, together with accrued interest thereon at the Component Rate and any other amounts due to such Note Holders,
as applicable), then by each Note Holder of a Note that represents a portion of Component B, on a Pro Rata and Pari Passu Basis
(up to their respective principal balances, together with accrued interest thereon at the Component Rate and any other amounts
due to such Note Holders, as applicable), and then by each Note Holder of a Note that represents a portion of Component A, on
a Pro Rata and Pari Passu Basis (up to their respective principal balances, together with accrued interest thereon at the Component
Rate and any other amounts due to such Note Holders, as applicable).


 






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Section
5.              Administration of 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 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


 


 



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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.


 


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


 






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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, Component HRR (pro rata to each Component thereof based
upon their respective outstanding principal balances), up to the full outstanding principal balance thereof, then to Component
H (pro rata to each Component thereof based upon their respective outstanding principal balances), up to the full outstanding
principal balance thereof, then to Component G (pro rata to each Component thereof based upon their respective outstanding
principal balances), up to the full outstanding principal balance thereof, then to Component F (pro rata to each Component
thereof based upon their respective outstanding principal balances), then to Component E (pro rata to each Component thereof
based upon their respective outstanding principal balances), then to Component D (pro rata to each Component thereof based
upon their respective outstanding principal balances), then to Component C (pro rata to each Component thereof based upon
their respective outstanding principal balances), then to Component B (pro rata to each Component thereof based upon their
respective outstanding principal balances), and then to Component A (pro rata to each component thereof based upon their
respective outstanding principal balances), in each case up to the full outstanding principal balance thereof.


 


(d)       Prior
to calculating any amount of interest or principal due to the Note Holders under Section 3 hereof, the Servicer shall reduce
the principal balances of the Components in reverse sequential order (and therefore the principal balances of the applicable Notes
comprised of such Components) (and on a pro rata and pari passu basis among the Components within each Component
Pair) 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


 






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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, the Operating Advisor, the Trustee and the 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, the Operating Advisor, the Trustee and the 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, the Operating Advisor, the Trustee and the
Certificate Administrator.


 


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


 






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


 


(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 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 Business Days such Major Decision
shall be deemed to have been approved by the Controlling Note Holder.


 


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


 






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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.


 


(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


 






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officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles,
work addresses and facsimile numbers). The 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 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 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 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 Business Day period if the Lead Securitization Note Holder (or Special Servicer) determines that immediate
action with respect thereto is necessary to protect the interests of the Note Holders. In no event shall the Lead Securitization
Note Holder (or Servicer or Special Servicer, acting on its behalf) be obligated at any time to follow or take any alternative
actions recommended by any Non-Lead Note Holder (or its related Non-Lead Note Holder Representative).


 


(g)       In
addition to the consultation rights of a Non-Lead Note Holder (or its related Non-Lead Note Holder Representative) provided in
the immediately preceding paragraph, each Non-Lead Note Holder shall have the right to attend annual meetings (either telephonically
or in person, in the discretion of the Servicer) with the Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) at the offices of the


 






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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 Master Servicer, the then existing Special Servicer and other parties to the Lead Securitization Servicing
Agreement a written notice stating such designation and satisfying the other conditions to such replacement as set forth in the
Lead Securitization Servicing Agreement 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 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


 






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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 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 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.


 






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


 


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


 


Section
10.               Bankruptcy. Subject to Section
5(b), each Note Holder hereby agrees that only the Lead Securitization Note Holder has the right to institute, file, commence,
acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke
or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan 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,






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


 


Section
12.                No Creation of 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


 






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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 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 Notes.


 


(a)       Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber
or otherwise dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar
agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”)
except to a Qualified Institutional Lender. Promptly after any Transfer, the non-transferring Note Holders shall be provided with
(x) a representation from the transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional
Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires
the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of
the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective
Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (x) prior to a Securitization,
the consent of each non-transferring Note Holder, in which case such new Note Holder shall be deemed to be a Qualified Institutional
Lender pursuant to this Agreement, or (2) after a Securitization of such non-transferring Note Holder’s Note, Rating Agency
Confirmation from each of the applicable Rating Agencies for such Securitization Trust (after which, such new Note Holder shall
be deemed to be a Qualified Institutional Lender pursuant to this Agreement). Notwithstanding the foregoing, without the non-transferring
Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s
Note is held in a Securitization Trust, without Rating Agency Confirmation, no Note Holder shall Transfer all or any portion of
its Note (or a participation interest in such Note) to the Mortgage Loan 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 shall 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


 






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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 Properties, 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 days
to cure a default by the pledging Note Holder in respect of its obligations to any other Note Holder hereunder, but such Note
Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this
Agreement shall be effective against such Note Pledgee without the written consent of such Note Pledgee, which consent shall not
be unreasonably withheld, conditioned or delayed; (iv) that such other Note Holder shall give to such Note Pledgee copies of any
notice of default under this Agreement simultaneously with the giving of same to the pledging Note Holder; (v) that such other
Note Holder shall deliver to Note Pledgee such certificate(s) as Note Pledgee shall reasonably request, provided that any
such certificate(s) shall be in a form reasonably satisfactory to such other Note Holder; and (vi) that, upon written notice (a
“Redirection Notice”) to the other Note Holders and any Servicer by such Note Pledgee that the pledging Note
Holder is in default, beyond any applicable cure periods, under the pledging Note Holder’s obligations to such Note Pledgee
pursuant to the applicable credit agreement between the pledging Note Holder and such Note Pledgee (which notice need not be joined
in or confirmed


 






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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;


 


(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


 






    40


     


    

 


 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 Notes and Note Holders. 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 Note Holders and the names and addresses of any transferee of any Note of which the Agent has received
notice, in the form of a copy of the assignment and assumption agreement referred to in this Section 15, shall be registered
in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder
thereof for all purposes of this Agreement. Upon request of a Note Holder, the Agent shall provide such party with the names and
addresses of the other Note Holders. To the extent the Trustee or another party is appointed as Agent hereunder, each Note Holder
hereby designates such Person as its agent under this Section 15 solely for purposes of maintaining the Note Register.


 


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


 


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


 






    41


     


    

 


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 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


 






    42


     


    

 


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 purposes of assisting such Note Holder to seek any allowable credits or deductions for the Taxes so withheld in each jurisdiction
in which such Note Holder is subject to tax.


 


(b)       Each
Non-Lead Securitization Note Holder shall 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,


 






    43


     


    

 


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), Form W-8BEN or Form W-8BEN-E, or successor forms, as may be required
from time to time, duly executed by such Note Holder, as evidence of such Note Holder’s exemption from the withholding of
United States tax with respect thereto. The Lead Securitization Note Holder shall not be obligated to make any payment hereunder
with respect to a Non-Lead Securitization Note or otherwise until the related Non-Lead Securitization Note Holder shall have furnished
to the Lead Securitization Note Holder requested forms, certificates, statements or documents.


 


Section
25.                    Custody
of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than each Non-Lead Securitization Note)
(a) prior to the Lead Securitization shall 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.


 






    44


     


    

 


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
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.


 






    45


     


    

 


(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 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. Any opinion of counsel shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by the Agent 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;


 


(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


 






    46


     


    

 


(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 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 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, the 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 clauses (i) through (v) above are satisfied), (1) the Master
Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement (or to amend
and restate any Mortgage Loan Document or this


 






    47


     


    

 


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]





 






    48


     


    

 


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


 





	 	Initial
    Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder, Initial
    Note A-5 Holder, Initial Note A-6 Holder, Initial Note A-7 Holder, Initial Note A-8 Holder, Initial Note A-9 Holder, Initial
    Note A-10 Holder, Initial Note B-1 Holder, and Initial Note B-2 Holder
	 	 	 
	 	JPMORGAN
    CHASE BANK, NATIONAL ASSOCIATION, a national banking association
	 	 	 
	 	By:	/s/
Brennan Woods
	 	 	Name: Brennan Woods
	 	 	Title: Vice President



 


JPMCC
2018-WPT: Co-Lender 


 









    


    49


    

  










EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


Description
of Mortgage Loan


 


	Mortgage
    Loan Borrowers:	WPT
    Land 2 LP, RV OP 2 LP, RV OP 3 Lessee LP, WPT Properties LP and RV OP 1 LP, each a Delaware limited partnership
	Date
    of Mortgage Loan: 	June
    8, 2018
	Original
    Principal Amount of Mortgage Loan:	$1,280,000,000
	Principal
    Amount of Mortgage Loan as of the date hereof:	$1,275,000,000
	Initial
    Note A-1 Principal Balance:	$172,069,218.75	 
	Initial
    Note A-2 Principal Balance:	$87,930,781.25	 
	Initial
    Note A-3 Principal Balance:	$194,041,134.38	 
	Initial
    Note A-4 Principal Balance:	$99,158,865.62	 
	Initial
    Note A-5 Principal Balance:	$39,708,281.25	 
	Initial
    Note A-6 Principal Balance:	$20,291,718.75	 
	Initial
    Note A-7 Principal Balance:	$36,399,257.81	 
	Initial
    Note A-8 Principal Balance	$18,600,742.19	 
	Initial
    Note A-9 Principal Balance	$36,399,257.81	 
	Initial
    Note A-10 Principal Balance:	$18,600,742.19	 
	Initial
    Note B-1 Principal Balance:	$368,492,850.00	 
	Initial
    Note B-2 Principal Balance:	$188,307,150.00	 
	Location
    of Mortgaged Properties:	Various
    throughout the United States	 
	Scheduled
    Maturity Date:	 ●      Note
                                         A-1 and Note A-2: The Payment Date in July 2022, subject to three successive one-year
                                         extension terms.

         

         ●     Note
A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note A-9, Note A-10, Note B-1 and Note B-2: The Payment Date in July 2023 
	 



 


 



    A-1


     


    






 


EXHIBIT
B


 


1.       Initial
Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder, Initial Note
A-5 Holder, Initial Note A-6 Holder, Initial Note A-7 Holder, Initial Note A-8 Holder, Initial Note A-9 Holder, Initial Note A-10
Holder, Initial Note B-1 Holder, and Initial Note B-2 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, Esq.

Email: David.Burkholder@cwt.com


 


(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


 






    B-1


     


    

 


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:


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Facsimile: (877) 379-1625

E-mail: Michael_a_tilden@keybank.com


 


with
a copy to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: (816) 753-1536

E-mail: kkohring@polsinelli.com


 


(iii)       Special
Servicer:


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Facsimile: (877) 379-1625

E-mail: keybank_notices@keybank.com


 


with
a copy to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: (816) 753-1536

E-mail: kkohring@polsinelli.com


 






    B-2


     


    

 


(iv)       Certificate
Administrator and Trustee:


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – Workspace Property Trust 2018-WPT

Telephone: (410) 884-2000


 


with
a copy to:



Facsimile: (410) 715-2380

Email: trustadministration@wellsfargo.com and

cts.cmbs.bond.admin@wellsfargo.com


 


(v)       Operating
Advisor:


 


Park
Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: Workspace Property Trust 2018-WPT – Surveillance Manager


 


with
a copy sent contemporaneously via email to:



cmbs.notices@parkbridgefinancial.com





 






    B-3


     


    

 


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