Exhibit 4.9

 

EXECUTION
VERSION


 


CO-LENDER
AGREEMENT
 


Dated
as of September 30, 2016


 

by and between


 


JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-1 Holder)


 


and


 


JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-2 Holder)


 


100
E. Wisconsin Avenue


 




     


     


    

 


TABLE
OF CONTENTS


 




	 	Page
	 	 
	Section 1   	Definitions	1
	Section 2   	Servicing of the Mortgage Loan	15
	Section 3   	Priority of Payments	23
	Section 4   	Workout	24
	Section 5   	Administration of the Mortgage Loan	24
	Section 6   	Rights of the Controlling Note Holder	29
	Section 7   	Appointment of Special Servicer	31
	Section 8   	Payment Procedure	32
	Section 9   	Limitation on Liability of the Note Holders	33
	Section 10   	Bankruptcy	34
	Section 11   	Representations of the Note Holders	34
	Section 12   	No Creation of a Partnership or Exclusive Purchase Right	35
	Section 13   	Other Business Activities of the Note Holders	35
	Section 14   	Sale of the Notes	35
	Section 15   	Registration of the Notes and Each Note Holder	38
	Section 16   	Governing Law; Waiver of Jury Trial	39
	Section 17   	Submission To Jurisdiction; Waivers	39
	Section 18   	Modifications	40
	Section 19   	Successors and Assigns; Third Party Beneficiaries	40
	Section 20   	Counterparts	40
	Section 21   	Captions	40
	Section 22   	Severability	40
	Section 23   	Entire Agreement	40
	Section 24   	Withholding Taxes	41
	Section 25   	Custody of Mortgage Loan Documents	42
	Section 26   	Cooperation in Securitization	42
	Section 27   	Notices	43
	Section 28   	Broker	43
	Section 29   	Certain Matters Affecting the Agent	43
	Section 30   	Resignation of Agent	44
	Section 31   	Resizing	44



 



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THIS
CO-LENDER AGREEMENT (this “Agreement”), dated as of September 30, 2016 by and between JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION (“JPM” and together with its successors and assigns in interest, in its capacity as initial
owner of the Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial
Agent”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its
capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder” and, together with the Initial Note
A-1 Holder, the “Initial Note Holders”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), JPM originated a certain loan described on the schedule attached
hereto as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to the mortgage
loan borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced,
inter alia, by two promissory notes (as amended, modified or supplemented, the “Notes”) (i) one
promissory note in the original principal amount of $25,000,000 (“Note A-1”) made by the Mortgage Loan Borrower
in favor of the Initial Note A-1 Holder (“Initial Note A-1”) and (ii) one promissory note in the original principal
amount of $27,000,000 (“Note A-2”), made by the Mortgage Loan Borrower in favor of the Initial Note A-2 Holder
(“Initial Note A-2”); and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”)
on certain real property located as described in the Mortgage Loan Agreement (collectively, the “Mortgaged Property”);
and


 


WHEREAS,
the Initial Note A-1 Holder and the Initial Note A-2 Holder desire to enter into this Agreement to memorialize the terms under
which they, and their successors and assigns, shall hold Note A-1 and Note A-2, respectively;


 


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.


 


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


 


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


 


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


 






     


     


    

 


“Agent
Office” shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement
is located at 383 Madison Avenue, New York, New York 10179, Attention: Thomas N. Cassino, and which is the address to which notices
to and correspondence with the Agent should be directed. The Agent may change the address of its designated office by notice to
the Note Holders.


 


“Agreement”
shall mean this Agreement between Note Holders, the exhibits and schedule hereto and all amendments hereof and supplements hereto.


 


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


 


“Asset
Representations Reviewer” shall mean the asset representations reviewer appointed as provided in the Lead Securitization
Servicing Agreement.


 


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


 


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


 


“Certificate
Administrator” shall mean the certificate administrator appointed as provided in the Lead Securitization Servicing Agreement.


 


“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 that is a CLO, shall mean the entity that 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.


 


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


 


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


 


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


 






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


 


“Controlling
Note Holder” shall mean the Note A-2 Holder; provided that at any time Note A-2 is included in a Securitization,
references to the “Controlling Note Holder” herein shall mean the holders of the majority of the class of securities
issued in such 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 related
Securitization Servicing Agreement; provided that if at any time 50% or more of Note A-2 (or of such class of securities
issued in the Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower, Note A-2 (or such class of securities issued in the Lead Securitization designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”)
shall not be entitled to exercise any rights of the Controlling Note Holder.


 


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


 


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


 


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


 


“Directing
Certificateholder” shall mean any “Directing Certificateholder” or similar term as defined in a Securitization
Servicing Agreement.


 


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


 


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


 


“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.


 


“Insolvency
Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or
any other insolvency, liquidation, reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action
for the dissolution


 



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


 


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


 


“Interested
Person” shall mean the Depositor, any Non-Lead Depositor, the Master Servicer, any Non-Lead Master Servicer, the Special
Servicer, any Non-Lead Special Servicer, the Trustee, any Non-Lead Trustee, any Mortgage Loan Borrower, any manager of any Mortgaged
Property, any independent contractor engaged by any of the foregoing parties, the Operating Advisor, any Non-Lead Operating Advisor,
the Controlling Note Holder, the Controlling Note Holder Representative, any Non-Controlling Note Holder, any Non-Controlling
Note Holder Representative, any holder of a related mezzanine loan, or any known Affiliate of any such party described above.


 


“Intervening
Trust Vehicle” with respect to any Securitization Vehicle that is a CLO, shall mean a trust vehicle or entity that 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 (a) during the period from and after the Securitization Date and prior to the Note A-2 Securitization
Date, the Securitization of the first Note or portion thereof, and (b) on and after the Note A-2 Securitization Date, the Note
A-2 Securitization.


 


“Lead
Securitization Note” shall mean (a) during the period from and after the Securitization Date and prior to the Note A-2
Securitization Date, the related first Note or portion thereof contributed to a Securitization, and (b) on and after the Note
A-2 Securitization Date, Note A-2.


 






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


 


“Lead
Securitization Servicing Agreement” shall mean (i) during the period from and after the Securitization Date and prior
to the Note A-2 Securitization Date, the related Pooling and Servicing Agreement for the Securitization of the first Note or portion
thereof, (ii) on and after the Note A-2 Securitization Date, the Note A-2 PSA, and (iii) on and after the date on which the Mortgage
Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the “Lead Securitization
Servicing Agreement” shall be determined in accordance with the second paragraph of Section 2(a).


 


“Lead
Securitization Directing Certificateholder” shall mean the “Directing Certificateholder” or similar
term as defined in the Lead Securitization Servicing Agreement.


 


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


 


“Major
Decisions” shall have the meaning given to such term or one or more analogous terms in the Lead Securitization Servicing
Agreement; provided that at any time none of the Notes are included in a Securitization “Major Decision” shall
mean:


 


(i)          any
proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property) of the ownership
of the property or properties securing the Mortgage Loan if it comes into and continues in default;


 


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


 


(iii)        following
a default or an event of default with respect to the Mortgage Loan, any exercise of remedies, including the acceleration of the
Mortgage Loan or initiation of any proceedings, judicial or otherwise, under the related Mortgage Loan Documents;


 


(iv)        any
sale of the Mortgage Loan (when it is a Defaulted Mortgage Loan) or REO Property for less than the applicable Purchase Price (as
defined in the Lead Securitization Servicing Agreement);


 


(v)         any
determination to bring the Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise
address any Hazardous Materials (as defined in the Lead Securitization Servicing Agreement) located at the Mortgaged Property
or an REO Property;


 


(vi)        any
release of material collateral or any acceptance of substitute or additional collateral for the Mortgage Loan or any consent to
either of the


 



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 foregoing, other than if required pursuant to the specific terms of the related Mortgage Loan Documents and for
which there is no lender discretion;


 


(vii)      any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or any consent
to such a waiver or consent to a transfer of the Mortgaged Property or interests in the borrower;


 


(viii)     any
incurrence of additional debt by a borrower or any mezzanine financing by any beneficial owner of a borrower (to the extent that
the lender has consent rights pursuant to the related Mortgage Loan Documents);


 


(ix)        any
material modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any mezzanine
lender or subordinate debt holder related to the Mortgage Loan, or any action to enforce rights (or decision not to enforce rights)
with respect thereto, or any material modification, waiver or amendment thereof;


 


(x)         any
property management company changes, including, without limitation, approval of the termination of a manager and appointment of
a new property manager or franchise changes (in each case, if the lender is required to consent or approve such changes under
the Mortgage Loan Documents);


 


(xi)        releases
of any material amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as performance escrows
or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan Documents and for which there
is no lender discretion;


 


(xii)       any
acceptance of an assumption agreement releasing a borrower, guarantor or other obligor from liability under the Mortgage Loan
other than pursuant to the specific terms of such Mortgage Loan and for which there is no lender discretion;


 


(xiii)      any
determination of an Acceptable Insurance Default;


 


(xiv)      any
determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer under the circumstances described in
paragraph (c) of the definition of “Specially Serviced Mortgage Loan” (as defined in the Lead Securitization Servicing
Agreement); or


 


(xv)       any
approval of a Major Lease (as defined in the Mortgage Loan Documents) to the extent lender’s approval is required by the
Mortgage Loan Documents.


 


“Master
Servicer” shall mean the 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.


 






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


 


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


 


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


 


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of August 25, 2016, between Hertz Milwaukee 100 East Wisconsin,
LLC, as borrower, and JPM, as lender, as the same may be further amended, restated, supplemented or otherwise modified from time
to time, subject to the terms hereof.


 


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


 


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


 


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


 


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


 


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


 


“New
Notes” shall have the meaning assigned to such term in Section 31.


 


“Non-Controlling
Note Holder” shall mean the Note A-1 Holder; provided that at any time such holder’s Note is included in
a Securitization, references to such “Non-Controlling Note Holder” herein shall mean the related Directing Certificateholder
or any other party assigned the rights to exercise the rights of the “Non-Controlling Note Holder” hereunder, as and
to the extent provided in the related Securitization Servicing Agreement and as to the identity of which the Lead Securitization
Note Holder (and the Master Servicer and the Special Servicer) has been given written notice; provided that for so long
as 50% or more of Note A-1 is (or the majority “controlling class” holder or other party assigned the rights to exercise
the rights of such “Non-Controlling Note Holder” (as described above) is) held by the Mortgage Loan Borrower or an
Affiliate of the Mortgage Loan Borrower, such Note (and the majority “controlling class” holder or other party assigned
the rights to exercise the rights of such “Non-Controlling Note Holder” as described above) shall not be entitled
to exercise the rights of the Non-Controlling Note Holder and there shall be deemed to be no Non-Controlling Note Holder hereunder
with respect to such Non-Controlling Note. The Lead Securitization Note Holder (or the Master Servicer or the Special Servicer
acting on its behalf) shall not be required at any time to deal with more than one party as the representative of the “controlling
class” holder(s) in respect of any Note that is exercising the rights of a “Non-Controlling Note Holder” herein
or under the Lead Securitization Servicing Agreement (it being understood for the avoidance of


 



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 doubt that the Lead Securitization
Note Holder (or the Master Servicer or Special Servicer on its behalf) may additionally need to deal with the master servicer,
special servicer or other party to the related Securitization Servicing Agreement), and (x) to the extent that the related Securitization
Servicing Agreement assigns such rights to more than one such party as the representative of the “controlling class”
holder(s) or (y) to the extent any Note is split into two or more New Notes pursuant to Section 31, for purposes of this Agreement,
the applicable Securitization Servicing Agreement or the holders of such New Notes shall designate one party to deal with the
Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) as the representative of
the related “controlling class” holder(s) in exercising its rights as a “Non-Controlling Note Holder”
herein or under the Lead Securitization Servicing Agreement, and such party shall provide written notice of such designation to
the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer acting on its behalf); provided that,
in the absence of such designation and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer
acting on its behalf) shall be entitled to treat the last party as to which it has received written notice as having been designated
as the applicable Non-Controlling Note Holder, as the applicable Non-Controlling Note Holder under this Agreement.


 


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


 


“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 the “master servicer” under any Non-Lead Securitization Servicing Agreement.


 


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


 


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


 


“Non-Lead
Securitization Note” shall mean (a) during the period from and after the Securitization Date and prior to the Note A-2
Securitization Date, any of the Notes other than the first Note or portion thereof contributed to a Securitization and (b) on
and after the Note A-2 Securitization Date, Note A-1.


 






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


 


“Non-Lead
Securitization Servicing Agreement” shall mean (a) during the period from and after the Securitization Date and prior
to the Note A-2 Securitization Date, any Pooling and Servicing Agreement other than the Pooling and Servicing Agreement for the
first Note to be securitized and (b) on and after the Note A-2 Securitization Date, the Note A-1 PSA.


 


“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.


 


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


 


“Note
A-1” shall have the meaning assigned to such term in the recitals.


 


“Note
A-1 Holder” shall mean the Initial Note A-1 Holder or any subsequent holder of Note A-1, as applicable.


 


“Note
A-1 Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Note A-1 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-1 Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


“Note
A-1 PSA” shall mean the Pooling and Servicing Agreement for the Note A-1 Securitization.


 


“Note
A-1 Securitization” shall mean the first sale by the Note A-1 Holder of all or a portion of Note A-1 to a depositor
who will in turn include such portion of Note A-1 as part of the securitization of one or more mortgage loans.


 


“Note
A-2” shall have the meaning assigned to such term in the recitals.


 


“Note
A-2 Holder” shall mean the Initial Note A-2 Holder or any subsequent holder of Note A-2, as applicable.


 


“Note
A-2 Master Servicer” shall mean the master servicer under the Note A-2 PSA.


 


“Note
A-2 Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Note A-2 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-2 Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 






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“Note
A-2 PSA” shall mean the Pooling and Servicing Agreement for the Note A-2 Securitization.


 


“Note
A-2 Securitization” shall mean the first sale by the Note A-2 Holder of all or a portion of Note A-2 to a depositor
who will in turn include such portion of Note A-2 as part of the securitization of one or more mortgage loans.


 


“Note
A-2 Securitization Date” shall mean the closing date of the Note A-2 Securitization.


 


“Note A-2 Special Servicer”
shall mean the special servicer under the Note A-2 PSA.


 


“Note
A-2 Trustee” shall mean the trustee under the Note A-2 PSA.


 


“Note
A-2 Trust Fund” shall mean the trust formed pursuant to the Note A-2 PSA.


 


“Note
Holder Representative” shall mean a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative,
as applicable.


 


“Note
Holders” shall mean collectively, the Note A-1 Holder and the Note A-2 Holder.


 


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


 


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


 


“Notes”
shall mean, collectively, Note A-1 and Note A-2.


 


“Operating
Advisor” shall mean the operating advisor appointed as provided in the Lead Securitization Servicing Agreement.


 


“P&I
Advance” shall mean an advance made by a party to any Securitization Servicing Agreement in respect of a delinquent
monthly debt service payment on the Note securitized pursuant to such Securitization Servicing Agreement.


 


“Percentage
Interest” shall mean, (a) with respect to the Note A-1 Holder, a fraction, expressed as a percentage, the numerator
of which is the Note A-1 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance and the Note
A-2 Principal Balance and (b) with respect to the Note A-2 Holder, a fraction, expressed as a percentage, the numerator of which
is the Note A-2 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance and the Note A-2 Principal
Balance.


 


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


 



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 $250,000,000 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).


 


“Pooling
and Servicing Agreement” shall mean a “pooling and servicing agreement”, “trust and servicing agreement”
or similar agreement entered into in connection with a Securitization.


 


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


 


“Qualified
Institutional Lender” shall mean each of the Initial Note Holders and any other U.S. Person that is:


 


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


 


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


 


(iii)        a
Qualified Trustee in connection with (a) a securitization of, (b) the creation of collateralized debt obligations (“CLO”)
secured by, or (c) a financing through an “owner trust” of, a Note or any interest therein (any of the foregoing,
a “Securitization Vehicle”), provided that (1) one or more classes of securities


 



    11 


     


    

 


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


 


(iv)        an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $250,000,000, 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 (without regard to the capital surplus/equity and total asset requirements set forth below in the definition), 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), (iv)(B) or (v) of this definition, (x) such entity has at least $200,000,000
in capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory firm or similar fiduciary)
and at least $600,000,000 in total assets (in name or under management), and (y) is regularly engaged in the business of making
or owning commercial real estate loans (or interests therein) similar to the Mortgage Loan (or mezzanine loans with respect thereto)
or owning or operating commercial real estate properties; provided that, in the case of the entity described in clause
(iv)(B) above, the requirements of this clause (y) may be satisfied by a general partner, managing member, or the fund manager
responsible for the day-to-day management and operation of such entity; or


 






    12 


     


    

 


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


 


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


 


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


 


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


 


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


 


“Regulation
AB” shall mean Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 - 229.1125,
as such rules may be amended from time to time, but only to the extent compliance is required as of the applicable date of determination,
and subject to such clarification and interpretation as have been provided by the SEC or by the staff of the SEC, or as may be
provided by the SEC or its staff from time to time.


 


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


 






    13 


     


    

 


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


 


“S&P”
shall mean S&P Global Ratings, and its successors in interest.


 


“Securitization”
shall mean the Note A-1 Securitization or the Note A-2 Securitization, as applicable.


 


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


 


“Securitization
Note Holder” shall mean any Lead Securitization Note Holder or Non-Lead Securitization Note Holder.


 


“Securitization
Servicing Agreement” shall mean the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing
Agreement.


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization.


 






    14 


     


    

 


“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.


 


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


 


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


 


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


 


“Servicing
Standard” shall have the meaning assigned to such term or an analogous term in the Lead Securitization Servicing Agreement.
The Servicing Standard in the Lead Securitization Servicing Agreement shall require, among other things, that each Servicer, in
servicing the Mortgage Loan, must take into account the interests of each Note Holder.


 


“Special
Servicer” shall mean the special servicer appointed as provided 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.


 


“Trustee”
shall mean the trustee appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


Section
2.          Servicing of the Mortgage Loan.


 






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(a)          Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced as follows:
(i) during the period from and after the Securitization Date and prior to the Note A-2 Securitization Date, by the Master Servicer
and the Special Servicer pursuant to the terms of this Agreement and the Lead Securitization Servicing Agreement; and (ii) during
the period from and after the Note A-2 Securitization Date, by the Note A-2 Master Servicer and the Note A-2 Special Servicer
pursuant to the terms of this Agreement and the Note A-2 PSA; provided that the Master Servicer shall not be obligated
to advance monthly payments of principal or interest in respect of any Note other than the Lead Securitization Note if such principal
or interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance
premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of
the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges that
any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject
to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization.
Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the
appointment of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and
the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer as
the initial Special Servicer by the Controlling Note Holder 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 appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization as such
Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing
of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the
Note Holder set forth herein and in the Lead Securitization Servicing Agreement). In no event shall the Lead Securitization Servicing
Agreement require the Servicer to enforce the rights of any Note Holder or limit the Servicer in enforcing the rights of one Note
Holder against any other Note Holder; however, this statement shall not be construed to otherwise limit the rights of one Note
Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement
to service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, the Lead Securitization
Servicing Agreement and applicable law, shall provide information to each servicer under each Non-Lead Securitization Servicing
Agreement to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement
and shall not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.


 


At
any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note
Holders agree to cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note
Holders, pursuant to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing
Agreement and all references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent
servicing agreement; provided, that if a Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation
shall have been obtained from each Rating Agency with respect to such Non-Lead Securitization; provided,


 



    16 


     


    

 


 further,
that until a replacement servicing agreement has been entered into, the Lead Securitization Note Holder shall cause the Mortgage
Loan to be serviced pursuant to the provisions of the Lead Securitization Servicing Agreement as if such agreement were 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.


 


(b)          The
Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent
provided in the Lead Securitization Servicing Agreement) shall be required to make the following advances subject to the terms
of the Lead Securitization Servicing Agreement and this Agreement: (i) Servicing Advances on the Mortgage Loan and (ii) P&I
Advances on the Lead Securitization Note. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled
to reimbursement for a Servicing Advance, first from funds on deposit in the Collection Account (or equivalent account)
(as defined in the Lead Securitization Servicing Agreement) and/or the related Companion Distribution Account (or equivalent account)
(as defined in the Lead Securitization Servicing Agreement) for the Mortgage Loan that (in any case) represent amounts received
on or in respect of the Mortgage Loan, and then, in the case of Nonrecoverable Servicing Advances, if such funds on deposit
in the Collection Account or Companion Distribution Account are insufficient, from general collections of the Lead Securitization
as provided in the Lead Securitization Servicing Agreement and from general collections of any Securitization of a Non-Lead Securitization
Note as provided below. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to reimbursement
for advance interest on a Servicing Advance or a Nonrecoverable Servicing Advance, in the manner and from the sources provided
in the Lead Securitization Servicing Agreement, including from general collections of the Lead Securitization and, in the case
of Servicing Advances, from general collections of any Securitization of a Non-Lead Securitization Note as provided below. Notwithstanding
the foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from general
collections of the Lead Securitization as a reimbursement for a Nonrecoverable Servicing Advance or any advance interest on a
Servicing Advance or a Nonrecoverable Servicing Advance, the Non-Lead Securitization Note Holder (including, if the applicable
Non-Lead Securitization Note has been included in any Non-Lead Securitization, from general collections or any other amounts from
any Non-Lead Securitization Trust) shall be required to, promptly following notice from the Master Servicer, reimburse the Lead
Securitization for its pro rata share of such Nonrecoverable Servicing Advance or advance interest.


 


In
addition, the Non-Lead Securitization Note Holder (including, but not limited to, any Securitization Trust into which such Non-Lead
Securitization Note is deposited) shall be required to, promptly following notice from the Master Servicer reimburse the Lead
Securitization for such Non-Lead Securitization Note Holder’s pro rata share of any fees, costs or expenses incurred
in connection with the servicing and administration of the Mortgage Loan as to which the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor or the Depositor, as applicable, is entitled to be reimbursed
pursuant to the Lead Securitization Servicing Agreement and any costs, fees and expenses related to obtaining any Rating Agency
Confirmation, to the extent amounts on deposit in the Collection Account or Companion Distribution Account that are allocated
to the related Non-Lead Securitization Note


 



    17 


     


    

 


 are insufficient for reimbursement of such amounts and to the extent that funds from
general collections in the Lead Securitization are applied towards the Lead Securitization Note Holder’s pro rata
share of the insufficiency. The Non-Lead Securitization Note Holder shall indemnify (as and to the same extent the Lead Securitization
Trust is required to indemnify each of the following parties in respect of other mortgage loans in the Lead Securitization Trust
pursuant to the terms of the Lead Securitization Servicing Agreement) each of the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee and the Operating Advisor (and any partner, director, officer, shareholder,
member, manager, 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 other mortgage loans) (the “Indemnified Parties”)
against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with the servicing and administration of the Mortgage Loan and the Mortgaged Property
(or, with respect to the Operating Advisor, incurred in connection with the provision of services for the Mortgage Loan) under
the Lead Securitization Servicing Agreement (collectively, the “Indemnified Items”) to the extent of its pro
rata share of such Indemnified Items, and to the extent amounts on deposit in the Collection Account or Companion Distribution
Account that are allocated to the related Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the
Non-Lead Securitization Note Holder shall be required to, promptly following notice from the Master Servicer reimburse each of
the applicable Indemnified Parties for its pro rata share of the insufficiency, provided, that such Non-Lead Securitization
Note Holder’s duty to pay, if any, Indemnified Items to the Operating Advisor shall be subject to any limitations and conditions
(including limitations and conditions with respect to the timing of such payments and the sources of funds for such payments)
as may be set forth from time to time in the related Non-Lead Securitization Servicing Agreement.


 


Any
Non-Lead Master Servicer (or Non-Lead Trustee, if not made by such Non-Lead Master Servicer) may be required to make P&I Advances
on the respective Non-Lead Securitization Note, from time to time, subject to the terms of the related Non-Lead Securitization
Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled
to make their own recoverability determination with respect to a P&I Advance to be made on the Lead Securitization Note based
on the information that they have on hand and in accordance with the Lead Securitization Servicing Agreement. Any Non-Lead Master
Servicer, any Non-Lead Special Servicer and any Non-Lead Trustee under any Non-Lead Securitization Servicing Agreement, 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. The Master Servicer and the Trustee, as applicable, and any Non-Lead Master Servicer or Non-Lead Trustee,
as applicable, shall be required to notify the other of the amount of its P&I Advance within two business days of making such
advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect to the Lead Securitization Note)
or a Non-Lead Master Servicer, Non-Lead Special Servicer or 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


 



    18 


     


    

 


 or would be non-recoverable, then
the Master Servicer or the Trustee (as provided in the Lead Securitization Servicing Agreement, in the case of a determination
of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or such Non-Lead Master Servicer or Non-Lead
Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the case of a determination of non-recoverability
by a Non-Lead Master Servicer, a Non-Lead Special Servicer or a 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 such other Securitization within
two business days of making such determination. Each of the Master Servicer, the Trustee, the related Non-Lead Master Servicer
and the related Non-Lead Trustee, as applicable, will only be entitled to reimbursement for a P&I Advance and advance interest
thereon that becomes non-recoverable first from the Collection Account or Companion Distribution Account from amounts allocable
to the Note for which such P&I Advance was made, and then, if funds are insufficient, (i) in the case of the Lead Securitization
Note, from general collections of the Lead Securitization Trust, pursuant to the terms of the Lead Securitization Servicing Agreement
and (ii) in the case of a Non-Lead Securitization Note, from general collections of the related Securitization Trust, as and to
the extent provided in the related Non-Lead Securitization Servicing Agreement.


 


(c)          (x)
the Initial Note Holder of the first Note or portion thereof to be contributed to a Securitization (other than the Initial Note
A-2 Holder) shall cause the related Pooling and Servicing Agreement to contain provisions to the effect that when such Pooling
and Servicing Agreement becomes a Non-Lead Securitization Servicing Agreement and (y) any other Initial Note Holder (other than
the Initial Note A-2 Holder) contributing a Note to a Securitization shall cause the related Pooling and Servicing Agreement to
contain provisions to the effect that:


 


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


 



    19 


     


    

 


notice
from the Master Servicer, reimburse the Lead Securitization Trust out of general funds in the collection account (or equivalent
account) established under such Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note Holder’s
pro rata share of any such Nonrecoverable Servicing Advances (together with advance interest thereon) and/or additional
trust fund expenses (including compensation due to the Master Servicer and the Special Servicer to the extent related to the servicing
and administration of the Mortgage Loan and the Mortgaged Property);


 


(ii)          each
of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of
the Lead Securitization Servicing Agreement) by the Securitization Trust holding such Non-Lead Securitization Note, against any
of the Indemnified Items to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit
in the Collection Account or Companion Distribution Account that are allocated to the related Non-Lead Securitization Note are
insufficient for reimbursement of such amounts, the related Non-Lead Master Servicer will be required to reimburse each of the
applicable Indemnified Parties for its pro rata share of the insufficiency out of general funds in the collection account
(or equivalent account) established under such Non-Lead Securitization Servicing Agreement provided, that the Non-Lead
Securitization Servicing Agreement may include limitations and conditions on the payment or reimbursement of Indemnified Items
to the Operating Advisor (including limitations and conditions with respect to the timing of such payments or reimbursements and
the sources of funds for such payments or reimbursements);


 


(iii)         the
related Non-Lead Master Servicer will be required to deliver to the Trustee, the Certificate Administrator, the Special Servicer,
the Master Servicer, the Operating Advisor and the Asset Representations Reviewer notice of any subsequent change in the identity
of the Non-Lead Master Servicer or the party designated to exercise the rights of the “Non-Controlling Note Holder”
with respect to such Non-Lead Securitization Note under this Agreement (together with the relevant contact information);


 


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


 


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


 


(d)          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, the Trustee and the Custodian 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


 



    20 


     


    

 


 documents
are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, 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.


 


(e)          Following
the Securitization of one Note but prior to the Securitization of any other particular Note (including any New Note), all notices,
reports, information or other deliverables required to be delivered to a Note Holder pursuant to this Agreement by the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) only need to be delivered to the related Note
Holder (or its Note Holder Representative) and, when so delivered to such Note Holder (or Note Holder Representative, as applicable),
the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have
satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement.
Following the Securitization of any Note (including any New Note), as applicable, all notices, reports, information or other deliverables
required to be delivered to a Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the master
servicer and the special servicer with respect to such Securitization (who then may forward such items to the party entitled to
receive such items as and to the extent provided in the related Securitization Servicing Agreement or with respect to a Note that
has not been securitized, the related Note Holder) and, when so delivered to such master servicer and the special servicer, the
Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have
satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement.


 


(f)           In
addition to the foregoing, the Note A-2 PSA shall contain terms and conditions that are customary for securitization transactions
involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of
the Note A-2 Trust Fund, (ii) required by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies
rating the Note A-2 Securitization. The Note A-2 Holder shall have the right to designate the Note A-2 Master Servicer and Note
A-2 Special Servicer as long as each such party satisfies the conditions for such Servicer set forth in the Lead Securitization
Servicing Agreement prior to the Note A-2 Securitization Date. Prior to the Note A-2 Securitization Date, subject to the terms
of the Lead Securitization Servicing Agreement, the Note A-2 Holder shall also have the right to designate the Special Servicer
for the Mortgage Loan. Without limiting the generality of any provision set forth above, for purposes of the Mortgage Loan, the
Note A-2 PSA shall contain (a) provisions requiring the Note A-2 Master Servicer and the Note A-2 Special Servicer to maintain,
or subjecting them to possible termination for not maintaining, compliance with customary servicer rating criteria (but the rating
agencies need not be the same) and (b) provisions substantially the same as, in all material respects, those set forth in the
Lead Securitization Servicing Agreement prior to the Note A-1 Securitization Date with respect to (i) periodic reporting and periodic
delivery of service provider compliance documents under Regulation AB (and, in any event, the Note A-2 PSA shall require such
reporting and delivery so long as any Securitization is required to file periodic reports under the Securities Exchange Act of
1934, as amended), (ii) servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing
status, (iii) the authority of the servicers in the Note A-2 Securitization to grant or agree or consent to material


 



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 modifications,
waivers and amendments to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness
in connection with the Mortgage Loan, (iv) the potential termination of the master servicer and special servicer following a Servicer
Termination Event, (v) requirements to obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special
servicing status and periodic updates thereof, (vi) duties of the special servicer in respect of foreclosure and the management
of REO property, (vii) special servicing, workout and liquidation fees (and, in any event, the fees at which such compensation
accrue or are determined shall not exceed 0.25%, 1.00% and 1.00%, respectively), (viii) control, consultation and other rights
of the directing certificateholder and operating advisor and any other material servicing and administrative provisions and (ix)
indemnification of the Depositor, Master Servicer, Special Servicer, Certificate Administrator, Trustee, Operating Advisor and
Asset Representations Reviewer under the Lead Securitization Servicing Agreement prior to the Note A-2 Securitization Date (and
any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties
in such Pooling and Servicing Agreement in respect of other mortgage loans), for the pro rata share allocable to Note A-2,
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 servicing and administration of the Mortgage Loan (or, with respect to the operating
advisor or the asset representations reviewer under the Lead Securitization Servicing Agreement prior to the Note A-2 Securitization
Date, incurred in connection with the provision of services for the Mortgage Loan) to the extent that the Lead Securitization
Servicing Agreement prior to the Note A-2 Securitization Date indemnifies the Indemnified Parties against the Indemnified Items
for the time period during which such Pooling and Servicing Agreement acts as the Lead Securitization Servicing Agreement; provided,
that (A) this statement shall not be construed to prohibit differences in timing, control or consultation triggers or threshholds,
terminology, allocation of ministerial duties between multiple servicers or other servicer providers or certificateholder or investor
voting or consent threshholds, or to prohibit or restrict additional approval, consent, consultation, notice or rating agency
confirmation requirements; and (B) if there is any conflict between this sentence and any other provision of this Agreement, such
other provision of this Agreement shall control.


 


(g)          In
the event any filing is required to be made by a Non-Lead Depositor under the Lead Securitization Servicing Agreement in order
to comply with such Non-Lead Depositor’s requirements under the Securities Exchange Act of 1934, as amended, the related
Non-Lead Securitization Note Holder (including the related Non-Lead Depositor and Non-Lead Trustee) shall use commercially reasonable
efforts to timely comply with any such filing.


 


(h)          The
Note A-2 Holder shall give each of the parties to the Note A-1 PSA (that will not also be a party to the Note A-2 PSA) notice
of the Note A-2 Securitization in writing (which may be by e-mail) not less
than 5 business days’ prior to the Note A-2 Securitization Date. Such notice shall contain contact information for each
of the parties to the Note A-2 PSA. In addition, after the Note A-2 Securitization Date, the Note A-2 Holder shall send a copy
of the Note A-2 PSA to each of the parties to the Note A-1 PSA.


 


(i)           The
Lead Securitization Servicing Agreement shall provide that compensating interest payments as defined therein with respect to Note
A-1 and Note A-2 will be allocated by the Master Servicer among Note A-1 and Note A-2, pro rata, in accordance with


 



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 their
respective principal amounts. The Master Servicer shall remit any compensating interest payment in respect of a Non-Lead Securitization
Note to the related Non-Lead Securitization Note Holder.


 


(j)           [Reserved].


 


Section
3.          Priority of Payments. Each Note shall be of equal priority,
and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. All amounts
tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage
Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of monthly payments, the
Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing
the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other than proceeds, awards or settlements to be applied to the
restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the
Mortgage Loan Documents), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents
(to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as
reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable
or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are
then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon)) made with respect
to Note A-1 or Note A-2 which may only be reimbursed out of payments and collections allocable to Note A-1 or Note A-2, as applicable,
and (ii) any servicing fees due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share
of that portion of such servicing fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the
Lead Securitization Servicing Agreement or any applicable primary servicing agreement) to any Servicer, with respect to the Mortgage
Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses
relating to the Mortgage Loan (but subject to second paragraph of Section 5(e) hereof) reimbursable to, or payable to, such parties
and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following
paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation
payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or
its designee) to the Notes on a Pro Rata and Pari Passu Basis.


 


For
clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall
be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first,
to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the
Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances
in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce the respective amounts
payable on each Note by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead
Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the
Lead Securitization Servicing Agreement or the related Non-Lead Securitization Servicing Agreement,


 



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 as applicable), third,
to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional trust fund expenses
(other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified
in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Charges
allocable to the Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing
compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty
Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to the related Note
Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing
compensation as provided in the Lead Securitization Servicing Agreement.


 


Section
4.          Workout. Notwithstanding anything to the contrary contained
herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance
with the Servicing Standard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed
workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased,
(ii) the Interest 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 equal priorities of each Note as described in Section 3.


 


Section
5.          Administration of the Mortgage Loan.


 


(a)          Subject
to this Agreement (including but not limited to Section 5(d)) 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 the Non-Lead
Securitization Note Holder shall have no 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, the Non-Lead Securitization
Note Holder shall have no right to, and each of the Non-Lead Securitization Note Holder hereby presently and irrevocably assigns
and conveys to the Lead Securitization Note Holder (during such time as it acts as the Lead Securitization Note Holder) (or the
Master Servicer, the Special Servicer or the Trustee acting on behalf of such 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


 



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 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 the 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).


 


Each
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), upon the Mortgage Loan becoming a Defaulted Mortgage Loan, to sell the Notes
together 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 the Notes together as notes evidencing one whole loan and shall
require that all offers be submitted to the Certificate Administrator or Special Servicer, as applicable, in accordance with the
terms of the Lead Securitization Servicing Agreement in writing and be accompanied by a refundable deposit of cash in an amount
equal to 5% of the offer amount (subject to a cap of $2,500,000). Whether any cash offer constitutes a fair price for the Mortgage
Loan shall be determined by the Special Servicer (unless the offeror is an Interested Person, in which case the Trustee shall
make such determination), in accordance with the terms of the Lead Securitization Servicing Agreement; provided, that no
offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two
bona fide other offers are received from independent third parties. In determining whether any offer received represents a fair
price for the Mortgage Loan, the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal
conducted in accordance with the Lead Securitization Servicing Agreement within the preceding nine (9)-month period or, in the
absence of any such Appraisal, on a new Appraisal. The Trustee shall select the Appraiser conducting any such new Appraisal. In
determining whether any such offer constitutes a fair price for the Mortgage Loan, the Trustee shall instruct the Appraiser to
take into account (in addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to the
Lead Securitization Servicing Agreement), as applicable, among other factors, the period and amount of any delinquency on the
affected Mortgage Loan, the occupancy level and physical condition of the related Mortgaged Property and the state of the local
economy. The Trustee may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate
matters retained by the Trustee at the expense of the Holders in connection with making such determination. Notwithstanding the
foregoing, the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder)
shall not be permitted to sell the Mortgage Loan without the written consent of the Non-Lead Securitization Note Holder (unless
50% or more of Note A-1 (or the class of securities issued in the related Non-Lead Securitization designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”)
is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered
to such Non-Lead Securitization Note Holder: (a) at least 15 Business Days’ prior written notice of any decision to attempt
to sell the Mortgage Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any
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


 



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 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 the other offerors and
the related Lead Securitization Directing Certificateholder) 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 any majority holder of a Non-Lead Securitization Note or the related
Directing Certificateholder may waive any of the delivery or timing requirements set forth in this sentence. Subject to the foregoing,
each of the Controlling Note Holder, the Controlling Note Holder Representative, the Non-Controlling Note Holder and the Non-Controlling
Note Holder Representatives shall be permitted to bid at any sale of the Mortgage Loan unless such Person is the Mortgage Loan
Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 


Each
Note Holder (to the extent it is not the same entity as the 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 its Note. Each Note Holder
(to the extent it is not the same entity as the Lead Securitization Note Holder) further agrees that, upon the request of the
Lead Securitization Note Holder, such 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 its original 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 Note, and the obligations of any other Note
Holder to execute and deliver instruments or deliver the related 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 Note is repurchased
by the holder of such Lead Securitization Note that sold such Lead Securitization Note into such Securitization from the trust
fund established under the Lead Securitization Servicing Agreement in connection with a material breach of representation or warranty
made by such Person with respect to the Lead Securitization Note or material document defect with respect to the documents delivered
by such Person with respect to the Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence
shall not be construed to grant to the Non-Lead Securitization Note Holder the benefit of any representation or warranty made
by the holder of the Lead Securitization Note that sold such Lead Securitization Note into the Lead Securitization or any document
delivery obligation imposed on such Person under any mortgage loan purchase and sale agreement, instrument of transfer or other
document or instrument that may be executed or delivered by such Person in connection with the Lead Securitization.


 


(b)          The
administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement. The servicing
of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan
(or to the extent otherwise provided in the Lead Securitization


 



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


 


(c)          [Reserved]


 


(d)          Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be required (i) to provide copies of any notice, information and report that it is required to provide to the Lead Securitization
Directing Certificateholder pursuant to (notwithstanding the existence of any “control termination event” (or analogous
term) under) the Lead Securitization Servicing Agreement with respect to any Major Decisions or the implementation of any recommended
actions outlined in an Asset Status Report relating to the Mortgage Loan, to the Non-Lead Securitization Note Holder (or its Note
Holder Representative), within the same time frame it is required to provide to the Lead Securitization Directing Certificateholder
(for this purpose, without regard to whether such items are actually required to be provided to the Lead Securitization Directing
Certificateholder under the Lead Securitization Servicing Agreement due to the occurrence of a Control Termination Event or a
Consultation Termination Event) and (ii) to consult with the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
on a strictly non-binding basis, to the extent having received such notices, information and reports, such Non-Controlling Note
Holder (or its Non-Controlling Note Holder Representative) requests consultation with respect to any such Major Decisions or the
implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative
actions recommended by such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative); provided that
after the expiration of a period of ten (10) Business Days from the delivery to such Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its
behalf) of written notice of a proposed action, together with copies of the notice, information and report required to be provided
to the Lead Securitization Directing Certificateholder, the Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) shall no longer be obligated to consult with such Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative), whether or not such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
has responded within such ten (10) Business Day period (unless, the


 



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 Lead Securitization Note Holder (or the Master Servicer or
the Special Servicer acting on its behalf) proposes a new course of action that is materially different from the action previously
proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery
of all information relating thereto). Notwithstanding the consultation rights of any Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization Note Holder (or Master Servicer
or Special Servicer, acting on its behalf) may make any Major Decision or take any action set forth in the Asset Status Report
before the expiration of the aforementioned ten (10) Business Day period if the Lead Securitization Note Holder (or Master Servicer
or Special Servicer, as applicable) 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 Master Servicer or Special Servicer, acting on
its behalf) be obligated at any time to follow or take any alternative actions recommended by the Non-Controlling Note Holder
(or its Non-Controlling Note Holder Representative).


 


In
addition to the consultation rights provided in the immediately preceding paragraph, the Non-Controlling Note Holder shall have
the right to attend annual meetings (which may be held telephonically) with the Lead Securitization Note Holder (or the Master
Servicer or the Special Servicer acting on its behalf), 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 the Non-Controlling 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.


 


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


 


Anything
herein or in the Lead Securitization Servicing Agreement to the contrary notwithstanding, in the event that any one of the Notes
is included in a REMIC, no


 



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 other Note Holder shall 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 Holder be
reduced to offset or make-up any such payment or deficit.


 


Section
6.          Rights of the Controlling Note Holder.


 


(a)          The
Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights
and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling
Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling
Note Holder Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising its various
rights under Section 5 and elsewhere in this Agreement, the Controlling Note Holder may, at its option, in each case, act through
the Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person (other than the Mortgage
Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation, the Controlling Note
Holder, any officer or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other unrelated
third party. No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other
than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under this Agreement
may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. Any Servicer acting
on behalf of the Lead Securitization Note Holder shall not be required to recognize any Person as a Controlling Note Holder Representative
until the Controlling Note Holder has notified the Servicer or Trustee 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 any
Servicer or Trustee with written confirmation of its acceptance of such appointment, an address and facsimile number for the delivery
of notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement
may deal (including their names, titles, work addresses and facsimile numbers). The Controlling Note Holder shall promptly deliver
such information to any Servicer. None of the Servicers, Operating Advisor, Asset Representations Reviewer and Trustee shall be
required to recognize any person as a Controlling Note Holder Representative until they receive such information from the Controlling
Note Holder. The Controlling Note Holder agrees to inform each such Servicer or Trustee of the then-current Controlling Note Holder
Representative.


 


The Non-Controlling Note Holder shall
have the right at any time to appoint a representative in connection with the exercise of its rights and obligations with respect
to the Mortgage Loan (with respect to such Note Holder, the “Non-Controlling Note Holder Representative”).
All of the provisions relating to Controlling Note Holder and the Controlling Note Holder Representative set forth in the first
paragraph of this Section 6(a) (except those contained in the last sentence thereof) and the second paragraph of this Section
6(a) shall apply


 



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 to the Non-Controlling Note Holder and its Non-Controlling Note Holder Representative mutatis mutandis.


 


(b)          The
Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Controlling Note hereunder and the
rights and powers granted to the “Lead Securitization Directing Certificateholder or similar party under, and as defined
in, the Lead Securitization Servicing Agreement with respect to the Mortgage Loan. In addition, the Controlling Note Holder shall
be entitled to advise (1) the Special Servicer with respect to all matters related to a “Specially Serviced Mortgage
Loan” (as defined in the Lead Securitization Servicing Agreement) and (2) the Special Servicer with respect to all matters
for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and, except as set forth below
(i) the Master Servicer shall not be permitted to implement any Major Decision unless it has obtained the prior written consent
of the Special Servicer and (ii) 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 (or 30 days with respect to an Acceptable Insurance Default
if so provided for in the Lead Securitization Agreement) after receipt of the written recommendation and analysis and such additional
information requested by the Controlling Note Holder as may be necessary in the reasonable judgment of the Controlling Note Holder
in order to make a judgment with respect to such Major Decision. The Controlling Note Holder may also direct the Special Servicer
to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling Note Holder may deem
advisable.


 


If
the Controlling Note Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision
within ten (10) Business Days (or 30 days with respect to an Acceptable Insurance Default if so provided for in the Lead Securitization
Agreement) after delivery to the Controlling Note Holder by the applicable Servicer of written notice of a proposed Major Decision
(which notice shall contain a legend, in conspicuous boldface type, substantially similar to the following: “THIS IS
A REQUEST FOR ACTION APPROVAL. IF THE CONTROLLING NOTE HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED ACTION WITHIN TEN (10)
BUSINESS DAYS, SUCH ACTION MAY BE DEEMED APPROVED”) together with any information requested by the Controlling Note
Holder as may be necessary in the reasonable judgment of the Controlling Note Holder in order to make a judgment, then upon the
expiration of such ten (10) Business Day period (or 30 days with respect to an Acceptable Insurance Default if so provided for in the Lead Securitization Agreement) period, 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 Master Servicer is otherwise authorized by the Lead Securitization
Servicing Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing matters,
or any other matter requiring consent of the Controlling Note Holder is necessary to protect the interests of the Note Holders
(as a collective whole) and the Special Servicer has made a reasonable effort to contact the Controlling Note Holder, the Master
Servicer or the Special Servicer, as the case may be, may take any such action without waiting for the Controlling Note Holder’s
response.


 






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


 


Neither
the Controlling Note Holder Representative nor the Controlling Note Holder will have any liability to any other Note Holder 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 misconduct, 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 Holders, 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 misconduct, 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 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.


 


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 each 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 (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Lead Securitization
Servicing Agreement), if any. 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. 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


 



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Controlling Note Holder Representative)
to designate a replacement Special Servicer for the Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of
the Special Servicer has occurred that affects a Non-Controlling Note Holder, such Non-Controlling 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 solely with respect to the Mortgage
Loan pursuant to and in accordance with the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges
and agrees that any successor special servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that
was terminated for cause at a Non-Controlling Note Holder’s direction cannot at any time be the person (or an Affiliate
thereof) that was so terminated without the prior written consent of such Non-Controlling Note Holder. The Non-Controlling 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 Lead Securitization’s Collection 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, will deposit or cause to be deposited all payments allocable to the Notes to the Collection
Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant
to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer
acting on its behalf) shall (i) deposit such amounts to the applicable account within two (2) Business Days after receipt of properly
identified and available 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 Collection Account or Companion Distribution Account, as applicable,
(A) prior to the Securitization Date, within two (2) Business Days of receipt of properly identified and available funds and (B)
on or after the Securitization Date, (A) with respect to the Lead Securitization Note, the remittance date under the Lead Securitization
Servicing Agreement for the Lead Securitization Note and (B) with respect to each Non-Lead Securitization Note, (x) prior to securitization
of such Non-Lead Securitization Note, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization
Note and (y) on or after the securitization of such Non-Lead Securitization Note, the business day immediately succeeding the
“determination date” set forth in the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization
Note, all payments received and allocable with respect to Note A-1 and Note A-2 (net of amounts payable or reimbursable from such
account) by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively.


 


(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 any 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 the related


 



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Non-Lead Securitization Note Holder and such Non-Lead Securitization Note Holder shall promptly on demand by the
Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization
Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at
such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master
Servicer, Special Servicer or such other Person with respect thereto.


 


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


 


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


 


Section
9.          Limitation on Liability of the Note Holders. Each Note Holder
shall have no liability to the other Note Holder with respect to its Note except with respect to losses actually suffered due
to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that,
notwithstanding any of the foregoing to the contrary, each servicer will nevertheless be subject to the obligations and standards
(including the Servicing Standard) set forth in the related Securitization Servicing Agreement.


 


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 the Non-Lead Securitization
Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee) shall have no liability whatsoever
to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or
any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that
the Servicer must act in accordance with the Servicing Standard.


 



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Section
10.          Bankruptcy. Subject to Section 5(d), each Note Holder hereby
covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition
under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other
Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or
all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower.
Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note Holder,
can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take
any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding.
The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note
Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights
and taking any and all actions available to the Non-Lead Securitization Note Holder 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, the Non-Lead Securitization
Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances
and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing
appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must
be in accordance with the Servicing Standard.


 


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


 



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governmental investigation against
such Note Holder, an adverse outcome of which would materially and adversely affect its performance under this Agreement.


 


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


 


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


 


Section
14.          Sale of the Notes.


 


(a)          Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber
or otherwise dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar
agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”)
except to a Qualified Institutional Lender. Promptly after the Transfer, the non-transferring Note Holder shall be provided with
(x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional
Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar 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 (1) prior to a Securitization,
the consent of the related non-transferring Note Holder or (2) after a Securitization of such non-transferring Note Holder’s
Note, Rating Agency Confirmation. Notwithstanding the foregoing, without each 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


 



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Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely
null and void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it will pay the expenses
of each 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 the other Note Holders, the Rating Agencies or
any other Person, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in its Note. None of the provisions
of this Section 14(a) shall apply in the case of (1) a sale of Note A-1 together with Note A-2, in accordance with the terms and
conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms
and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage
Loan becoming a Defaulted Mortgage Loan, to a single member limited liability or limited partnership, 100% of the equity interest
in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships,
by the Lead Securitization Trust.


 


For
the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage
any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade
or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination,
or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only)
be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise
engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise
engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation
pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to
review or otherwise engage in such prior request.


 


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


 


(c)          Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than the
Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that is either a
Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or
the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in this
Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any person which Controls
such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder,


 



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


 



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notwithstanding that such Conduit is not a Qualified Institutional Lender, if the following conditions are satisfied:


 


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


 


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


 


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


 


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


 


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


 


Section
15.          Registration of the Notes and Each Note Holder. The Agent
shall keep or cause to be kept at the Agent Office books (the “Note Register”) for the registration and transfer
of the Notes. The Agent shall serve as the initial note registrar and the Agent hereby accepts such appointment. The names and
addresses of the holders of the Notes are as set forth on Exhibit B and the names and addresses of any transferee of any Note
of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in this Section
15, shall be registered in the Note Register. The Person in whose name a Note Holder is so registered shall be deemed and treated
as the sole owner and holder thereof for all purposes of this Agreement. Upon request of a Note Holder, the Agent shall provide
such party with the names and addresses of the other Note Holders as set forth in the Note Register. 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 (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall
execute an assignment and assumption agreement (unless the transferee is a Securitization Trust and the related pooling
and servicing agreement requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the
obligations of the applicable Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the
terms of this Agreement, including the applicable restriction on Transfers set forth in Section 14, from and after the date of
such assignment. No transfer of a Note may be made unless it is registered on the Note Register, and  


 



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the Agent shall not recognize
any attempted or purported transfer of any Note in violation of the provisions of Section 14 and this Section 15. Any such purported
transfer shall be absolutely null and void and shall vest no rights in the purported transferee. Each Note Holder desiring to
effect such transfer shall, and does hereby agree to, indemnify the Agent and the other Note Holder against any liability that
may result if the transfer is not made in accordance with the provisions of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


(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.


 






    39 


     


    

 


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;
provided that no such confirmation from the Rating Agencies shall be required in connection with a modification (i) to
cure any ambiguity, to correct or supplement any provisions herein that may be defective or inconsistent with any other provisions
herein or with the Lead Securitization Servicing Agreement or, (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, (iii) 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 the Non-Lead Securitization Servicing Agreement, as applicable or (iv) in connection with an amendment
pursuant to Section 31 hereof.


 


Section
19.          Successors and Assigns; Third Party Beneficiaries. This Agreement
shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Except as provided
herein, including without limitation, with respect to the Trustee, Certificate Administrator, Master Servicer, Special Servicer,
Non-Lead Master Servicer, Non-Lead Special Servicer, or 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.


 






    40 


     


    

 


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


 


(b)          Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall and hereby agrees to indemnify
the Lead Securitization Note Holder against and hold the Lead Securitization Note Holder harmless from and against any Taxes,
interest, penalties and attorneys’ fees and disbursements arising or resulting from any failure of the Lead Securitization
Note Holder to withhold Taxes from payment made to such Note Holder in reliance upon any representation, certificate, statement,
document or instrument made or provided by such 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 Note Holder, it being expressly understood
and agreed that (i) the Lead Securitization Note Holder shall be absolutely and unconditionally entitled to accept any such representation,
certificate, statement, document or instrument as being true and correct in all respects and to fully rely thereon without any
obligation or responsibility to investigate or to make any inquiries with respect to the accuracy, veracity, correctness or validity
of the same and (ii) such 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
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) represents (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 Note Holder (to the extent it is not the same entity as the 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 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 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


 



    41 


     


    

 


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


 


Section
25.          Custody of Mortgage Loan Documents. Prior to the Securitization
Date, the originals of all of the Mortgage Loan Documents (other than Note A-2) will be held by the Initial Agent on behalf of
the registered holders of the Notes. On and after the Securitization Date but prior to the Note A-1 Securitization Date, the originals
of all of the Mortgage Loan Documents (other than promissory notes unrelated to such Securitization) shall be held in the name
of the trustee (and held by a duly appointed custodian therefor) under the related Pooling and Servicing Agreement, on behalf
of the registered holders of the Notes. On and after the Note A-1 Securitization Date, the originals of all of the Mortgage Loan
Documents (other than the promissory notes unrelated to the Note A-1 Securitization) will be transferred to and held in the name
of the trustee (and held by a duly appointed custodian therefor) under the Note A-1 PSA, on behalf of the registered holders of
the Notes.


 


Section
26.          Cooperation in Securitization.


 


(a)          Each
Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization Note Holder,
the Non-Lead Securitization Note Holder shall use reasonable efforts, at 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, the Non-Lead Securitization Note Holder
shall not 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, the Non-Lead Securitization Note Holder or (ii) materially increase the Non-Lead Securitization
Note Holder’s obligations or materially decrease the Non-Lead Securitization Note Holder’s rights, remedies or protections.
In connection with the Lead Securitization, the Non-Lead Securitization Note Holder agrees to provide for inclusion in any disclosure
document relating to the Lead Securitization such


 



    42 


     


    

 


information concerning the Non-Lead Securitization Note Holder and the Non-Lead
Securitization Note as the Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and the Non-Lead
Securitization Note Holder covenants and agrees that it shall, at the Lead Securitization Note Holder’s expense, cooperate
with the reasonable requests of each Rating Agency and Lead Securitization Note Holder in connection with the Lead Securitization
(including, without limitation, reasonably cooperating with the Lead Securitization Noteholder (without any obligation to make
additional representations and warranties) to enable the Lead Securitization Noteholder to make all necessary certifications and
deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and the Lead
Securitization), as well as in connection with all other matters and the preparation of any offering documents thereof and to
review and respond reasonably promptly with respect to any information relating to the Non-Lead Securitization Note Holder and
the Non-Lead Securitization Note in any Securitization document. Each 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, any
Note Holder. The Lead Securitization Note Holder will reasonably cooperate with the Non-Lead Securitization Note Holder by providing
all information reasonably requested that is in the Lead Securitization Note Holder’s possession in connection with the
Non-Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization.


 


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


 


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


 


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


 


Section
29.          Certain Matters Affecting the Agent.


 


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


 






    43 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


Section
30.          Resignation of Agent.


 


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


 


Section
31.          Resizing. Notwithstanding any other provision of this Agreement,
for so long as JPM or an affiliate thereof is the owner of a Non-Lead Securitization Note (each, an “Owned Note”),
such Initial Note Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan
Borrower to execute amended and restated notes or additional notes (in either case, “New Notes”) reallocating
the principal of the related Owned Note to such New Notes; or severing the related Owned Note into one or more


 



    44 


     


    

 


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 balance of the related Owned Note prior to such amendments, (ii) all
Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro
rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms
of this Agreement, (iv) the Initial Note Holder holding the New Notes shall notify the Lead Securitization Note Holder, the Master
Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal
amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. To the extent that the
Owned Note is Note A-2, the Initial Note A-2 Holder shall be entitled to designate one of the New Notes to be treated as Note
A-2 for purposes of determining the Controlling Note Holder, Lead Securitization, Lead Securitization Note, Note A-2 PSA, Note
A-2 Securitization and Note A-2 Securitization Date hereunder. If the Lead Securitization Note Holder so requests, the Initial
Note Holder holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability
of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the
Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of
its holder and the consent of the holder of the other Note. In connection with the foregoing (provided the conditions set forth
in (i) through (v) above are satisfied, with respect to (i) through (iv), as certified by the Initial Note Holder, on which certification
the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan
Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting
such reallocation of principal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Non-Controlling
Note Holder hereunder, the “Non-Controlling Note Holder” of such New Notes shall be as provided in the definition
of such term in this Agreement. Rating Agency Confirmation shall not be required for any amendments to this Agreement required
to facilitate the terms of this Section 31. The Initial Note Holder whose Owned Note or New Note is being reallocated or
split pursuant to this Section 31 shall reimburse the other Note Holders for all costs and expenses incurred by the other
Note Holders in connection with the reallocation or split.


 


[SIGNATURE
PAGE FOLLOWS]


 




    45 


     


    

 


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


 





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

                                         Title: Vice President















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

                                         Title: Vice President


 


JPMCC
2016-JP3 – 100 East Wisconsin Avenue Co-Lender Agreement





 




     


     


    

 


EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


Description
of Mortgage Loan


 


	Mortgage
    Loan Borrower:	Hertz
    Milwaukee 100 East Wisconsin, LLC
	Date
    of Mortgage Loan: 	August
    25, 2016
	Date
    of Notes: 	August
    25, 2016
	Original
    Principal Amount of Mortgage Loan:	$53,800,000.00
	Principal
    Amount of Mortgage Loan as of the date hereof:	$53,800,000.00
	Initial
    Note A-1 Principal Balance:	$25,000,000.00
	Initial
    Note A-2 Principal Balance:	$28,800,000.00
	Location
    of Mortgaged Property:	100
    E. Wisconsin Ave., Milwaukee, WI 53703
	Initial
    Maturity Date:	September
    1, 2026


 







     A-1


     

    

 


EXHIBIT
B


 


1.     Initial
Note A-1 Holder:


 


(Prior
to Securitization of Note A-1):


 


JPMorgan
Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with
a copy to:



Cadwalader, Wickersham & Taft LLP 


200
Liberty Street 


New
York, NY 10281





Attention:
Lisa Pauquette

Facsimile No.: (212) 504-6666





 




     B-1


     

    

 


(Following
Securitization of Note A-1):


 


(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:
kunal.k.singh@jpmorgan.com


 


with
a copy to:





 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.





383
Madison Avenue





32nd
Floor





New
York, New York 10179





Attention:
Bianca A. Russo





Managing
Director and Associate General Counsel





Telecopy
number: (917) 464-6116





E-mail:
russo_bianca@jpmorgan.com


 





(ii)  Master
Servicer:


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565


 


			with
                                         a copy to:

                                         

                                         Stinson Leonard Street LLP

                                         1201 Walnut Street, Suite 2900

                                         Kansas City, Missouri 64106-2150

                                         Fax Number: (816) 412-9338

                                         Attention: Kenda K. Tomes



 


(iii)   Special Servicer:





 



     B-2


     

    




 


Torchlight
Loan Services, LLC

701 Brickell Avenue

Suite 2200

Miami, FL 33131

Attention: William A. Clarkson

JPMCC 2016-JP3

Email: wclarkson@torchlightinvestors.com

Fax: (305) 209-9971


 





with
a copy to:



Torchlight Loan Services, LLC

475 Fifth Avenue 

New York, New York 10017

Attention: Jacob M. K. Baron 

JPMCC 2016-JP3

Email: jbaron@torchlightinvestors.com

Fax: (646) 253-9753


 





(iv)  Trustee and Certificate Administrator:


 



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2016-JP3


 


(v)
Operating Advisor and Asset Representations Reviewer:


 


Pentalpha
Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer

With a copy sent via email to: don.simon@pentalphasurveillance.com
and


notices@pentalphasurveillance.com


 




     B-3


     

    

 


2.     Initial
Note A-2 Holder:


 


JPMorgan
Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with
a copy to:



Cadwalader, Wickersham & Taft LLP 


200
Liberty Street 


New
York, NY 10281





Attention:
Lisa Pauquette

Facsimile No.: (212) 504-6666


 




     B-4


     

    

 


EXHIBIT
C



PERMITTED FUND MANAGERS


 





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.
Rockpoint Group





23.
Starwood Capital/Starwood Financial Trust





24.
Torchlight Investors





25.
Walton Street Capital, LLC





26.
Westbrook Partners





27.
WestRiver Capital





28.
Whitehall Street Real Estate Fund, L.P.


 






    C-1