Exhibit 4.5 

 





EXECUTION
VERSION


 


CO-LENDER AGREEMENT


 


Dated as of September 26, 2016




by and between


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A Holder)


 


and


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note B Holder)


 


9 West 57th Street


 






    	 	 	 



     

    

 





TABLE OF CONTENTS


 








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












 






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THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of September 26, 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 Note A-1,
Note A-2, Note A-3-A, Note A-3-B, Note A-4 and Note A-5, the “Initial Note A Holder”, and in its capacity as
the initial agent, the “Initial Agent”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (in its capacity as initial
owner of Note B-1, the “Initial Note B Holder” and, together with the Initial Note A 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 (the “Mortgage Loan”) described on
the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrower described
on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced, inter alia,
by 7 Notes in the aggregate original principal amount of $1,200,000,000 made by the Mortgage Loan Borrower in favor of the Initial
Note Holders; and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”) on certain
real property located as described in the Mortgage Loan Agreement (collectively, the “Mortgaged Property”);
and


 


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


 


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


 


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


 


“A Notes”
shall mean each of Note A-1, Note A-2, Note A-3-A, Note A-3-B, Note A-4 and Note A-5.


 


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


 


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


 


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


 


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


 






    	 	 	 



     

    

 


“Agent Office”
shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement is located at
383 Madison Avenue, 31st Floor, New York, New York 10179, Attention: Thomas Nicholas 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 Review”
shall mean any review of representations and warranties conducted by the Non-Lead Asset Representations Reviewer, as contemplated
by Item 1101(m) of Regulation AB.


 


“B Note”
shall mean Note B-1.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Controlling
Note Holder” shall mean the Note A-1 Holder; provided that at any time the Lead Securitization Notes are included
in the Lead Securitization, there shall be no Controlling Note Holder.


 


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


 


“Depositor”
shall mean J.P. Morgan Chase Commercial Mortgage Securities Corp.


 


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


 


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


 


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


 


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


 



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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 Note Rate (as defined in the Mortgage Loan Documents).


 


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


 


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


 


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


 


“Lead Securitization”
shall mean the Securitization of the Lead Securitization Notes in a Securitization Trust to be designated by the Initial Note A-1
Holder.


 


“Lead Securitization
Notes” shall mean Note A-1 and Note B-1.


 


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


 


“Lead Securitization
Servicing Agreement” shall mean the trust and servicing agreement to be entered into in connection with the Securitization
of the Lead Securitization Notes and issuance of the J.P. Morgan Chase Commercial Mortgage Securities Trust 2016-NINE, Commercial
Mortgage Pass-Through Certificates, Series 2016-NINE, by and among (a) the Depositor, (b) the Master Servicer, (c) the Special
Servicer, (d) the Certificate Administrator and (e) the Trustee.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of August 30, 2016, between JPM, as Lender, and Solow Building Company
II, L.L.C. and Solovieff Realty Co. II, L.L.C, collectively, as Borrower, as the same may be further amended, restated, supplemented
or otherwise modified from time to time, subject to the terms hereof.


 


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


 


“Mortgage Loan
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.


 


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


 


“Non-Controlling
Notes” shall mean the Note A-2, Note A-3-A, Note A-3-B, Note A-4 and Note A-5.


 


“Non-Controlling
Note Holder” shall mean the Note Holder of any Non-Controlling Note; provided that with respect to each Non-Controlling
Note, at any time such Non-Controlling Note is included in a Securitization other than the Lead Securitization, references to the
“Non-Controlling Note Holder” herein shall mean the Non-Lead Securitization


 



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Subordinate Class Representative under
the related Non-Lead Securitization Servicing Agreement, as and to the extent provided in such Non-Lead Securitization Servicing
Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer)
has been given written notice; provided, further that if at any time 50% or more of any Non-Controlling Note (or
class of securities issued in any Non-Lead Securitization designated as the “controlling class” or such other class(es)
otherwise assigned the rights to exercise the rights of the “controlling class” under the related Non-Lead Securitization
Servicing Agreement) is held by a Borrower Affiliate, no such Note Holder or other Person shall be entitled to exercise any rights
of such Non-Controlling Note Holder under this Agreement or the related Non-Lead Securitization Servicing Agreement, including
any right to receive information related to the Mortgage Loan, as and to the extent provided in the related Non-Lead Securitization
Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
shall not be required at any time to deal with more than one party exercising the rights of a “Non-Controlling Note Holder”
herein or under the Lead Securitization Servicing Agreement and, (x) to the extent that the related Non-Lead Securitization Servicing
Agreement assigns such rights to more than one party or (y) to the extent a Non-Controlling Note is split into two or more New
Notes pursuant to Section 31 or more than one Note in such Securitization, for purposes of this Agreement, the Non-Lead Securitization
Servicing Agreement or the holders of such New Notes shall designate one party to deal with the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead
Securitization Note Holder (and the Master Servicer and the Special Servicer acting on its behalf); provided that, in the
absence of such designation and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) shall be entitled to treat the last party as to which it has received written notice as having been designated as
the Non-Controlling Note Holder with respect to such Non-Controlling Note Holder for all purposes of this Agreement. As of the
date hereof and until further notice from the Non-Controlling Note Holder (or the Non-Lead Master Servicer or another party acting
on its behalf), the Initial Note Holder of each Non-Controlling Note is the Non-Controlling Note Holder with respect to such Non-Controlling
Note.


 


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


 



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(or the Master Servicer or the Special Servicer
acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under
the Lead Securitization Servicing Agreement.


 


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


 


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


 


“Non-Lead Securitization”
shall mean a Securitization of any Non-Controlling Note in a Securitization Trust other than the Lead Securitization.


 


“Non-Lead Securitization
Date” shall mean the closing date of any Non-Lead Securitization.


 


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


 


“Non-Lead
Securitization Subordinate Class Representative” shall mean the holders of the majority of the class of securities
issued in a Non-Lead Securitization designated as the “controlling class” pursuant to the related Non-Lead
Securitization Servicing Agreement or their duly appointed representative; provided that if more than 50% of the class
of securities issued in any Non-Lead Securitization designated as the “controlling class” or such other class(es)
otherwise assigned the rights to exercise the rights of “controlling class” is held by any Borrower Affiliate, no
person shall be entitled to exercise the rights of the related Non-Lead Securitization Subordinate Class Representative under
this Agreement or the related Non-Lead Securitization Servicing Agreement, as and to the extent provided in the related
Non-Lead Securitization Servicing Agreement; provided that in the event that no controlling class exists or no
controlling class has any consent or consultation rights pursuant to the terms of the related Non-Lead Securitization
Servicing Agreement, the Non-Lead Securitization Subordinate Class Representative shall be the Non-Lead Special Servicer for
such Non-Lead Securitization and shall be entitled to exercise the rights of the related Non-Lead Securitization Subordinate
Class Representative under this Agreement or the related Non-Lead Securitization Servicing





 



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Agreement, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Note”
shall mean each promissory note with the designation and original principal amount set forth below, each dated as of August 30,
2016, made by the Mortgage Loan Borrower in favor of the Initial Note Holder set forth in the chart below, as such may be amended,
modified or supplemented.


 


	Note	Initial Note Holder	Original Principal Balance
	Note A-1	JPM	$670,724,000
	Note A-2	JPM	$100,000,000
	Note A-3-A	JPM	$50,000,000
	Note A-3-B	JPM	$50,000,000
	Note A-4	JPM	$80,000,000
	Note A-5	JPM	$63,000,000
	Note B-1	JPM	$186,276,000


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)          one
or more of the following:


 


(i)    
      a real estate investment bank, an insurance company, bank, savings and loan association,
investment bank, trust company, commercial credit


 



    	 	9 	 



     

    

 


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


 


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


 


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


 






    	 	10 	 



     

    

 


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


 


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


 


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


 


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


 






    	 	11 	 



     

    

 


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


 


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


 


“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 Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and its
successors in interest.


 


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


 


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


 






    	 	12 	 



     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


“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 Standard”
shall mean “Accepted Servicing Practices” as defined 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).


 


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


 


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


 


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


 


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


 


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


 






    	 	13 	 



     

    

 


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


 


Section 2.          Servicing
of the Mortgage Loan.


 


(a)          Each Note Holder
acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and after the Securitization
Date pursuant to the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to
make P&I Advances in respect of any Non-Controlling Note if such principal or interest is not paid by the Mortgage Loan Borrower
but shall be obligated to make Property Protection Advances and Administrative Advances, subject to the terms of the Lead Securitization
Servicing Agreement including any provisions governing the determination of non-recoverability. Each Note Holder acknowledges that
any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject
to Section 26, 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 Special Servicer, the Certificate Administrator and the Trustee under the Lead Securitization
Servicing Agreement by the Depositor as each such party may be replaced pursuant to the terms of the Lead Securitization Servicing
Agreement and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of
the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby irrevocably appoints
the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact
to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under
the Lead Securitization Servicing Agreement (subject at all times to the rights of the Note Holder set forth herein and in the
Lead Securitization Servicing Agreement). In no event shall the Lead Securitization Servicing Agreement require the Servicer to
enforce the rights of any Note Holder against any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder
against any other Note Holder; however, this statement shall not be construed to otherwise limit the rights of one Note Holder
with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement
to service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, this Agreement,
the Lead Securitization Servicing Agreement and applicable law, shall provide information to each Non-Lead Servicer to enable such
Non-Lead Servicer to perform its servicing duties under the related Non-Lead Securitization Servicing Agreement and shall not take
any action or refrain from taking any action or follow any direction inconsistent with the foregoing.


 






    	 	14 	 



     

    

 


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


 


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


 


Each Non-Controlling Note
Holder agrees to indemnify (i) (as and to the same extent the Lead Securitization Trust is required to indemnify each of the following
parties in respect of the Mortgage Loan pursuant to the terms of the Lead Securitization Servicing Agreement) each of the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Depositor (and any director, officer, employee
or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Lead Securitization Servicing
Agreement in respect of the Mortgage Loan) and (ii) the Lead Securitization Trust (such parties in clause (i) and the Lead Securitization
Trust, collectively, the “Indemnified Parties”) against any claims, losses, penalties, fines, forfeitures, legal
fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing
and administration of the Mortgage Loan and the Mortgaged Property under the Lead Securitization Servicing Agreement (collectively,
the “Indemnified Items”).


 


Each Non-Controlling Note
Holder agrees to pay its Pro Rata Share of (i) any Property Protection Advances or Administrative Advances (including if such Advances
become Nonrecoverable Advances) and any interest accrued and payable on such Advances at the


 



    	 	15 	 



     

    

 


Advance Rate (as defined in the Lead
Securitization Servicing Agreement) and (ii) any Trust Fund Expenses and any other fees, costs or expenses incurred in connection
with the servicing and administration of the Mortgage Loan or Mortgaged Property (including, without, limitation, any Indemnified
Items and any costs, fees and expenses related to obtaining any Rating Agency Confirmation) in accordance with the Lead Securitization
Servicing Agreement and this Agreement to the extent that such amounts remain unpaid or unreimbursed after funds received from
the Mortgage Loan Borrower for payment of such amounts and any principal and interest collections allocable to the B Note have
been applied to pay such amounts (it being understood that the Pro Rata Share payable by each Non-Controlling Note Holder under
this paragraph would be determined allocating such Property Protection Advances, Administrative Advances, interest accrued and
payable on such Advances, Trust Fund Expenses, and/or other fees, costs or expenses, as the case may be, first to the B Note and
then to the A Notes (on a Pro Rata and Pari Passu Basis), in that order).


 


Following a Securitization
of a Non-Controlling Note, in the event that the Master Servicer or the Special Servicer has determined that funds on deposit in
the Collection Account or Companion Distribution Account that are allocated to such Non-Controlling Note are insufficient for reimbursement
of (i) any Nonrecoverable Advances and any interest accrued and payable on such Advances at the Advance Rate (as defined in the
Lead Securitization Servicing Agreement), (ii) the Indemnified Items and (iii) any other Trust Fund Expenses and any other fees,
costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan or Mortgaged Property (including,
without, limitation, any fees, costs and expenses related to obtaining any Rating Agency Confirmation), such Non-Controlling Note
Holder shall be required to, promptly following notice from the Master Servicer or the Special Servicer, pay the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, or the Lead Securitization Trust, as applicable, such Non-Controlling
Note Holder’s pro rata share of the insufficiency (which shall be determined based on the original principal balance
of each Note and after allocating such Nonrecoverable Advances, interest accrued and payable on such Advances, Trust Fund Expenses,
and/or other fees, costs or expenses, as the case may be, first to the B Note and then to the A Notes (on a Pro Rata and Pari Passu
Basis), in that order) from general collections on the other mortgage loans in the related Non-Lead Securitization Trust.


 


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


 


The master servicer or
the trustee under the Securitization of any Non-Controlling Note (each, a “Non-Lead Master Servicer”) may be
required to make P&I Advances on such Non-Controlling Note, from time to time, subject to the terms of the servicing agreement
for the related Securitization (each such agreement, a “Non-Lead Securitization Servicing 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 Notes based on the information that they have on hand and
in accordance with the Lead Securitization Servicing Agreement. The Non-Lead Master Servicer and the


 



    	 	16 	 



     

    

 


special servicer and the trustee
under any Non-Lead Securitization Servicing Agreement (respectively, a “Non-Lead Special Servicer” and a “Non-Lead
Trustee”), as applicable, shall be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the Non-Controlling Note based on the information that they have on hand and in accordance with such Non-Lead
Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and any Non-Lead Master Servicer and any
Non-Lead Trustee, as applicable, shall be required to notify the others of the amount of its P&I Advance within two (2) Business
Days of making such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect to the Lead
Securitization Note) or a Non-Lead Master Servicer, a Non-Lead Special Servicer or a Non-Lead Trustee, as applicable (with respect
to a Non-Controlling Note), determines that a proposed P&I Advance, if made, would be a Nonrecoverable Advance or an outstanding
P&I Advance is or would be a Nonrecoverable Advance (and in the case of an outstanding P&I Advance, to the extent such
information is not already included in the Distribution Date Statement for the month in which such P&I Advance is made), or
if the Master Servicer, the Special Servicer or the Trustee, as applicable, subsequently determines that a proposed Property Protection
Advance would be a Nonrecoverable Advance or an outstanding Property Protection Advance is or would be a Nonrecoverable Advance,
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 such Non-Lead
Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the case of a determination of non-recoverability
by the Non-Lead Master Servicer, the Non-Lead Special Servicer or the Non-Lead Trustee) shall notify the Master Servicer and the
Trustee, or such Non-Lead Master Servicer and such Non-Lead Trustee, as the case may be, within two (2) Business Days of making
such determination.


 


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


 


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


 


(ii)         the
related Non-Lead Master Servicer will be required to pay insufficiencies with respect to reimbursements of the amounts described
in clause (i) above, from general collections in accordance with Section 2(b) of this Agreement;


 


(iii)         the
certificate administrator under the related Non-Lead Securitization Servicing Agreement will be required to deliver to the Trustee,
the Certificate Administrator, the Special Servicer and the Master Servicer (i) promptly following receipt of notice of a Securitization
of the related Non-Controlling Note, notice of the


 



    	 	17 	 



     

    

 


deposit of such Non-Controlling Note into a Securitization Trust (which notice
shall also provide contact information for the related Non-Lead Trustee, the related non-lead certificate administrator, the related
Non-Lead Master Servicer, the related Non-Lead Special Servicer and the party designated to exercise the rights of the related
“Non-Controlling Note Holder” under this Agreement) and (ii) notice of any subsequent change in the identity of the
Non-Lead Master Servicer or the party designated to exercise the rights of the related “Non-Controlling Note Holder”
under this Agreement (together with the relevant contact information); and


 


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


 


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


 


(e)          Each Non-Controlling
Note Holder shall give each of the parties to the Lead Securitization Servicing Agreement (if such party will not also be a party
to the Non-Lead Securitization Servicing Agreement) a written notice (which may be by e-mail) of the Non-Lead Securitization and
the related Non-Lead Securitization Date not less than 5 days prior to the related Non-Lead Securitization Date. Such notice shall
contain contact information for each of the parties to the Non-Lead Securitization Servicing Agreement. In addition, after the
Non-Lead Securitization Date, the Non-Lead Securitization Note Holder shall send an electronic copy of the Non-Lead Securitization
Servicing Agreement to each of the parties to the Lead Securitization Servicing Agreement (if such party is not also a party to
the Non-Lead Securitization Servicing Agreement and a copy of the Non-Lead Securitization Servicing Agreement was not previously
provided to such party).


 


(f)          Appraisal Reduction
Amounts with respect to the Mortgage Loan shall be allocated, first, to the B Note, up to the full outstanding principal balance
thereof, and then to the A Notes, on a Pro Rata and Pari Passu Basis, up to the full outstanding principal balance thereof.


 


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


 



    	 	18 	 



     

    

 


Non-Lead Asset Representations Reviewer, Non-Lead Master Servicer, Non-Lead Special Servicer or custodian under
the related Non-Lead Securitization Servicing Agreement.


 


Section 3.          Priority
of Payments.


 


(a)          So
long as no Mortgage Loan Event of Default has occurred and is continuing, any collections received in respect of the Mortgage Loan
or the Mortgaged Property will be applied to the Notes in accordance with the Mortgage Loan Agreement and the Lead Securitization
Servicing Agreement.


 


(b)          If
a Mortgage Loan Event of Default has occurred and is continuing, all amounts collected by or on behalf of the Lead Securitization
Trust in respect of the Mortgage Loan or the Mortgaged Property, including without limitation, Liquidation Proceeds, Condemnation
Proceeds or Insurance Proceeds shall be applied in the following order of priority:


 


(i)  
        first, to reimburse the Master Servicer and the Trustee (and, if
applicable, a master servicer of any Non-Lead Securitization Trust) for any unreimbursed Nonrecoverable Advances that are
Property Protection Advances and Administrative Advances (or in the case of a master servicer of any Non-Lead Securitization
Trust, if applicable, its pro rata share of any unreimbursed Nonrecoverable Advances that are Property Protection
Advances and Administrative Advances previously reimbursed to the Master Servicer or the Trustee from general collections on
the related Non-Lead Securitization Trust) relating to the Mortgage Loan and the Mortgaged Property and interest thereon at
the Advance Rate;


 


(ii)          second,
to first reimburse the Note A Holders for any unreimbursed Nonrecoverable Advances that are P&I Advances on the A Notes and
interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note B Holder for any Nonrecoverable
Advances that are P&I Advances on the B Note and interest thereon at the Advance Rate;


 


(iii)         third,
to reimburse or pay the Master Servicer or the Trustee for any unreimbursed Property Protection Advances and Administrative
Advances relating to the Mortgage Loan and the Mortgaged Property plus interest accrued thereon at the Advance Rate and any Trust
Fund Expenses (but only to the extent that they relate to servicing and administration of the Mortgage Loan and the Mortgaged Property,
including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Mortgage Loan);


 


(iv)          fourth,
to pay to the Note A Holders accrued and unpaid interest on the A Notes (other than Default Interest) that was not included in
the amount of P&I Advances on the A Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis;


 


(v)          fifth,
to pay to the Note A Holders any interest accrued on P&I Advances on the A Notes on a Pro Rata and Pari Passu Basis;


 






    	 	19 	 



     

    

 


(vi)           sixth,
to pay to the Note A Holders the Note Principal Balance of the A Notes due and payable on a Pro Rata and Pari Passu Basis;


 


(vii)          seventh,
to pay to the Note B Holder accrued and unpaid interest on the B Note (other than Default Interest) that was not included in the
amount of P&I Advances on the B Note reimbursed pursuant to clause (ii) above;


 


(viii)         eighth,
to pay to the Note B Holder any interest accrued on P&I Advances on the B Note;


 


(ix)            ninth,
to pay to the Note B Holder the Note Principal Balance of the B Note due and payable;


 


(x)             tenth,
to pay the Master Servicer or the Special Servicer any amounts to be applied to the payment of, or escrowed for the future payment
of, real estate taxes, assessments and insurance premiums and similar items;


 


(xi)            eleventh,
to fund any other reserves to the extent then required to be held in escrow;


 


(xii)           twelfth,
to pay to the Note A Holders any Liquidated Damages Amount and Yield Maintenance Amount then due and payable in respect of
the A Notes, on a Pro Rata and Pari Passu Basis, and then to pay to the Note B Holder any Liquidated Damages Amount and Yield Maintenance
Amount then due and payable in respect of the B Note;


 


(xiii)          thirteenth,
to pay to the Master Servicer or the Special Servicer Default Interest and late payment charges then due and owing under the
Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement;


 


(xiv)          fourteenth,
to pay the Master Servicer or the Special Servicer any additional servicing compensation that the Master Servicer or the Special
Servicer is entitled receive under the Lead Securitization Servicing Agreement; and


 


(xv)           fifteenth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (i)-(xiv), any remaining amount shall be paid pro rata to the Note Holders based on the initial principal
balances of the Notes held by such Note Holders.


 


provided
that it is being understood and agreed that the priority of payment set forth above is solely for purposes of allocating collections
on the Mortgage Loan or the Mortgaged Property (net of any reimbursement or payment of Advances or Trust Fund Expenses relating
to the Mortgage Loan or Mortgaged Property to the extent provided above) to each Note and that any amounts payable to or allocable
to the Lead Securitization Notes in respect of interest, principal, Default Interest and interest on P&I Advances will be subject
to Section 1.3 and Section 3.4(c) of the Lead Securitization Servicing Agreement and the other applicable provisions of the Lead
Securitization Servicing Agreement and will not otherwise affect the reimbursement rights of the Master Servicer, the Special Servicer
or the Trustee thereunder.


 






    	 	20 	 



     

    

 


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


 


Section
4.          Workout. Notwithstanding anything to the contrary
contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation
to act in accordance with the Servicing Standard, if the Lead Securitization Note Holder, or any Servicer, in connection with
a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the
Mortgage Loan is decreased, (ii) the 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
sequential order of payment of principal and interest on the Notes as set forth in the Mortgage Loan Agreement in effect as
of the date of this Agreement and the priority of payment set forth in Section 3, and the full economic effect of all
waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by
the Note B Holder (up to its Note Principal Balance, together with accrued interest thereon at the Note Rate and any other
amounts due to the Note B Holder), and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their
respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each
Note A Holder, as applicable).


 


Section 5.          Administration
of the Mortgage Loan.


 


(a)          Subject to this
Agreement and the Lead Securitization Servicing Agreement, the Lead Securitization Note Holder (or the Master Servicer, the Special
Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have the sole and exclusive authority with
respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without limitation,
the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent to any action or failure to act
by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive any Event of Default, accelerate
the Mortgage Loan or institute any foreclosure action or other remedy, and no Non-Controlling Note Holder shall have any voting,
consent or other rights whatsoever except as explicitly set forth herein with respect to the Lead Securitization Note Holder’s
administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to this Agreement and the
Lead Securitization Servicing Agreement, each Non-Controlling Note Holder agrees that it shall have no right to, and hereby presently
and irrevocably assigns and conveys to the Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the
Trustee acting on behalf of the Lead Securitization Note Holder) the rights, if any, that such Non-Controlling 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,


 



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without limitation, filing or causing
the Lead Securitization Note Holder to file any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder)
shall not have any fiduciary duty to any Non-Controlling 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
acting on behalf of the Lead Securitization Note Holder) or any liability for failure to do so).


 


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


 


Notwithstanding the foregoing,
the Special Servicer shall not be permitted to sell the Mortgage Loan if such loan becomes the Defaulted Loan without the written
consent of each Non-Controlling Note Holder (provided that such consent is not required if such Non-Controlling Note Holder
is a Borrower Affiliate) unless the Special Servicer has delivered to such Non-Controlling Note Holder: (a) at least 15 Business
Days prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10 days prior to the proposed sale
date, a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer
in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal
for the Mortgage Loan, and any documents in the servicing file reasonably requested by such Non-Controlling Note Holder that are
material to the price of the Mortgage Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time
than is afforded to other offerors) prior to the proposed sale date, all information and other documents being provided to other
offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with
the proposed sale; provided that the Non-Controlling Note Holder may waive any of the delivery or timing requirements described
in this sentence. Subject to the terms of the Lead Securitization Servicing Agreement, each Non-Controlling Note Holder (or the
related Non-Controlling Note Holder Representative) shall be permitted to submit an offer at any sale of the Mortgage Loan unless
such Person is a Borrower Affiliate.


 


Each Non-Controlling Note
Holder hereby appoints the Lead Securitization Note Holder as its agent, and grants to the Lead Securitization Note Holder an irrevocable
power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for and consummating
the sale of the related Non-Controlling Note. Each Non-Controlling Note Holder further agrees that, upon the request of the Lead
Securitization Note Holder, the Non-Controlling 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


 



    	 	22 	 



     

    

 


each case promptly following request, and shall deliver the related
original Non-Controlling 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 any Non-Controlling Note, and the obligations of each Non-Controlling Note Holder to execute
and deliver instruments or deliver the related Non-Controlling Note upon request of the Lead Securitization Note Holder, shall
terminate and cease to be of any further force or effect upon the date, if any, upon which the Lead Securitization is terminated
in accordance with its terms.


 


(b)          The administration
of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement. The servicing of the
Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Defaulted Loan (or to the extent otherwise
provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case pursuant to the Lead Securitization
Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance with the Lead Securitization Servicing
Agreement, the Lead Securitization Servicing Agreement shall require 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 of the Note Holders
as a collective whole and the subordination of the B Note to the A Notes. The Note Holders agree to be bound by the terms of the
Lead Securitization Servicing Agreement. All rights and obligations of the Lead Securitization Note Holder described hereunder
may be exercised by the Master Servicer, the Special Servicer, the Certificate Administrator and/or the Trustee on behalf of the
Lead Securitization Note Holder. The Lead Securitization Servicing Agreement shall not be amended in any manner that may adversely
affect any Non-Controlling Note Holder in its capacity as Non-Controlling Note Holder without such Non-Controlling Note Holder’s
prior written consent. Each Non-Controlling Note Holder (unless it is the same Person as or a Borrower Affiliate) shall be a third-party
beneficiary to the Lead Securitization Servicing Agreement with respect to its rights as specifically provided for therein.


 


(c)          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 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


 



    	 	23 	 



     

    

 


REMIC provisions in the Lead Securitization Servicing Agreement relating to the administration
of the Mortgage Loan.


 


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


 


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


 


(a)          The Controlling
Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations
with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling Note Holder
shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling Note Holder
Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising its various rights
set forth in the Lead Securitization Servicing Agreement 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 a Borrower Affiliate), including, without limitation, the Controlling Note Holder, any officer or employee
of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other unrelated third party. No such Controlling
Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Note Holder).
All actions that are permitted to be taken by the Controlling Note Holder under this Agreement or the Lead Securitization Servicing
Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. No Servicer,
Trustee or Certificate Administrator acting on behalf of the Lead Securitization Note Holder shall be required to recognize any
Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified each Servicer, Trustee and Certificate
Administrator of such appointment and, if the Controlling Note Holder Representative is not the same Person as the Controlling
Note Holder, the Controlling Note Holder Representative provides each Servicer, Trustee and Certificate Administrator with written
confirmation of its acceptance of such appointment (and such parties will be entitled to rely on such notice), an address and facsimile
number for the delivery of notices and other correspondence and a list of officers or employees of such Person with whom the parties
to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). The Controlling Note Holder shall
promptly deliver such information to each Servicer, Trustee and Certificate Administrator.


 


(b)          Neither
any Non-Controlling Note Holder Representative nor any Non-Controlling Note Holder will have any liability to the other Note Holders
or any other Person


 



    	 	24 	 



     

    

 


for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure
to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment, absent any
loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence. The Non-Controlling Note Holder
Representative with respect to each Non-Controlling Note, as of the date of this Agreement and until the Lead Securitization Note
Holder (and the Master Servicer and the Special Servicer) is notified otherwise, shall be the Initial Note Holder of Note A-2.


 


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


 


(d)          [Reserved.]


 


(e)          Each Non-Controlling
Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations
with respect to the Mortgage Loan (each, a “Non-Controlling Note Holder Representative”). Each Non-Controlling
Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Non-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, each Non-Controlling Note Holder may, at its option, in each case, act
through the related Non-Controlling Note Holder Representative. The Non-Controlling Note Holder Representative may be any Person
(other than a Borrower Affiliate), including, without limitation, the related Non-Controlling Note Holder, any officer or employee
of the related Non-Controlling Note Holder, any affiliate of the related Non-Controlling Note Holder or any other unrelated third
party. No such Non-Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other
than such Non-Controlling Note Holder). All actions that are permitted to be


 



    	 	25 	 



     

    

 


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


 


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


 



    	 	26 	 



     

    

 


recommended by any Non-Controlling
Note Holder (or its related Non-Controlling Note Holder Representative).


 


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


 


Section
7.          Appointment of Special Servicer. Subject to the terms of
the Lead Securitization Servicing Agreement, the Controlling Note Holder (or its Controlling Note Holder Representative)
shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting
with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu thereof. Any designation by the
Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as Special Servicer shall be
made by delivering to the other Note Holders, the Servicer, the then existing Special Servicer and other parties to the Lead
Securitization Servicing Agreement a written notice stating such designation and satisfying the other conditions to such
replacement as set forth in the Lead Securitization Servicing Agreement (including, without limitation, a Rating Agency
Confirmation from each Rating Agency then rating any securities issued in any Securitization), if any. The Controlling Note
Holder or its Controlling Note Holder Representative shall notify the Non-Controlling Note Holders of its termination of the
then currently serving Special Servicer and its appointment of a replacement special servicer in accordance with this
Agreement and promptly deliver all information necessary for any Non-Lead Securitization to comply with any applicable
reporting requirements under the Exchange Act. Any such appointment of a replacement special servicer will not become
effective unless all such information has been delivered to the Non-Lead Securitization Holders. The Controlling Note Holder
shall be solely responsible for any expenses incurred in connection with any such replacement without cause. The Controlling
Note Holder shall notify the other parties hereto of its termination of the then currently serving Special Servicer and its
appointment of a replacement Special Servicer in accordance with this Section 7. If the Controlling Note Holder has not
appointed a Special Servicer with respect to the Mortgage Loan as of the consummation of the securitization under the Lead
Securitization Servicing Agreement, then the initial Special Servicer designated in the Lead Securitization Servicing
Agreement shall serve as the initial Special Servicer but this shall not limit the right of the Controlling Note Holder (or
its Controlling Note Holder Representative) to designate a replacement Special Servicer for the Mortgage Loan as
aforesaid.


 


If a 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


 



    	 	27 	 



     

    

 


Securitization Trust,
the Controlling Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement (or at any time
that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the successor servicing
agreement pursuant to which the Mortgage Loan is being serviced) pursuant to and in accordance with the terms of the Lead Securitization
Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing
Agreement, the successor servicing agreement pursuant to which the Mortgage Loan is being serviced). The Controlling Note Holder
and the Non-Controlling Note Holders acknowledge and agree that any successor special servicer appointed to replace the Special
Servicer with respect to the Mortgage Loan that was terminated for cause at any Non-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 applicable 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 Collection
Account or Companion Distribution Account.


 


Section 8.          Payment
Procedure.


 


(a)          The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead
Securitization Servicing Agreement, shall deposit or cause to be deposited all payments and collections on the Mortgage Loan to
the Collection Account and the portion of such payments and collections that are distributable to the Non-Controlling Note Holder
shall be deposited into the Companion Loan Distribution Account pursuant to and in accordance with the Lead Securitization Servicing
Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such amounts to
the applicable account within two (2) Business Days after receipt of properly identified funds by the Lead Securitization Note
Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower and (ii) remit from the Collection
Account or Companion Loan Distribution Account, as applicable, (A) prior to the Securitization Date, within two (2) Business Days
of receipt of properly identified funds (unless otherwise specified pursuant to an interim servicing agreement) and (B) on or after
the Securitization Date, (A) with respect to the Lead Securitization 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 pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect to the Note A-2,
Note A-3-A, Note A-3-B, Note A-4 and Note A-5 (net of amounts payable or reimbursable from such account) by wire transfer to accounts
maintained by the applicable Note Holder.


 


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


 



    	 	28 	 



     

    

 


be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, a Non-Controlling 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 any Non-Controlling Note Holder and such Non-Controlling
Note Holder will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion
thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Controlling 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 any 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-Controlling Note Holder, such Non-Controlling 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 any Non-Controlling Note Holder with respect to the Mortgage Loan against any future payments due to
such Non-Controlling Note Holder under the Mortgage Loan. Such Non-Controlling Note Holder’s obligations under this Section
8 constitute absolute, unconditional and continuing obligations.


 


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


 


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


 






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Section
10.           Bankruptcy. Subject to Section 5(c), each Note Holder
hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence,
acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise
invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or
seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to
the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the
affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not
any Non-Controlling 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 any Non-Controlling
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, each Non-Lead Securitization Note Holder shall execute, acknowledge
and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead
Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and
grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in
accordance with the Servicing Standard.


 


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


 



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


 


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


 


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


 


Section 14.          Sale
of the Notes.


 


(a)          Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or
otherwise dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement,
excluding a repo financing or a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”) except to
a Qualified Institutional Lender. Promptly after the Transfer, the non-transferring Note 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 (except in the case of a Transfer to a Securitization). 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 each non-transferring Note Holder or (2) after a Securitization of such non-transferring
Note Holder’s Note, Rating Agency Confirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s
prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization
Trust, without Rating Agency Confirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest
in such Note) to a Borrower Affiliate and any such Transfer made without the prior


 



    	 	31 	 



     

    

 


consent of the non-transferring Note Holder
and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be
absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers
of any securities backed by a Note held in Securitization Trust will not be subject to the foregoing requirement and such transfers
shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing
Agreement, as applicable. The transferring Note Holder agrees that it will pay the expenses of the non-transferring Note Holder
(including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to the confirmation
from the Rating Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right,
without the need to obtain the consent of any other Note Holder, the Rating Agencies or any other Person, to Transfer 49% or less
(in the aggregate) of its Note or any beneficial interest in its Note. None of the provisions of this Section 14(a) shall apply
in the case of (1) a sale of all of the Notes in accordance with the terms and conditions of the Lead Securitization Servicing
Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing
Agreement, of the Mortgage Loan or the Mortgaged Property to a single member limited liability or limited partnership, 100% of
the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or
limited partnerships, by the Lead Securitization Trust.


 


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


 


(c)          Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than a Borrower
Affiliate) which has extended a credit facility to such Note Holder and that is either a Qualified Institutional Lender or a financial
institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency
(a “Note Pledgee”), on terms and conditions set forth in this Section 14(c), it being further agreed that a
financing provided by a Note Pledgee to a Note Holder or any Person which Controls such Note that is secured by its Note and is
structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided that a Note Pledgee
which is not a Qualified Institutional Lender may not take title to (except in connection with an initial financing in accordance
with a repurchase arrangement) the pledged Note without a Rating Agency Confirmation. Upon written notice by the applicable Note
Holder to each other Note Holder and any Servicer that a Pledge has been effected (including the name and address of the applicable
Note Pledgee), such other Note Holder agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee
written notice of any default by the pledging Note Holder in respect of its obligations under this Agreement of which default such
Note Holder has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Note
Holder in respect of its obligations to the other Note Holders hereunder, but such Note Pledgee shall not be obligated to cure
any such default; (iii) that no


 



    	 	32 	 



     

    

 


amendment, modification, waiver or termination of this Agreement shall be effective against such
Note Pledgee without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or
delayed; (iv) that such other Note Holder shall give to such Note Pledgee copies of any notice of default under this Agreement
simultaneously with the giving of same to the pledging Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee
such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in
a form reasonably satisfactory to such other Note Holder; and (vi) that, upon written notice (a “Redirection Notice”)
to the other Note Holders and any Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable
cure periods, under the pledging Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement
between the pledging Note Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder),
and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any
payments that any Note Holder or Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant
to this Agreement or the Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely
releases the other Note Holders and any Servicer from any liability to the pledging Note Holder on account of such other Note Holder’s
or Servicer’s compliance with any Redirection Notice believed by any Servicer or such other Note Holder to have been delivered
by a Note Pledgee. A Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Note Holder
to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law
and this Agreement. In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and any transferee other
than a Borrower Affiliate 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 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;


 






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


 


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


 


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


 


Section
15.          Registration of the Notes and Each Note Holder. The
Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”) for the registration
and transfer of the Notes. The Agent shall serve as the initial note registrar and the Agent hereby accepts such appointment.
The names and addresses of the holders of the Notes and the names and addresses of any transferee of any Note of which the
Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in this Section 15,
shall be registered in the Note Register. The Person in whose name a Note Holder is so registered shall be deemed and treated
as the sole owner and holder thereof for all purposes of this Agreement. Upon request of a Note Holder, the Agent shall
provide such party with the names and addresses of the other Note Holders. To the extent the Trustee or another party is
appointed as Agent hereunder, each Note Holder hereby designates such Person as its agent under this Section 15 solely for
purposes of maintaining the Note Register.


 


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


 


Section
16.          Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND
ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS
AGREEMENT,


 



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AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CHOICE OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT.


 


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


 


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


 


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


 


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


 


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


 


Section
18.          Modifications. This Agreement shall not be modified,
cancelled or terminated except by an instrument in writing signed by each Note Holder. Additionally, for as long as any Note
is contained in a Securitization Trust, the Note Holders shall not amend or modify this Agreement without first receiving a
Rating Agency Confirmation from each Rating Agency then rating any securities issued in any Securitization; 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, (ii) to make other provisions with respect to matters or
questions arising under this Agreement, which shall not be inconsistent with the provisions of this Agreement or (iii) if and


 



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to the extent it would be deemed given or not required pursuant to the definition of Rating Agency Confirmation in the Lead
Securitization Servicing Agreement and/or any Non-Lead Securitization Servicing Agreement, as applicable.


 


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


 


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


 


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


 


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


 


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


 


Section
24.          Withholding Taxes.
(a) If the Lead Securitization Note Holder or the Mortgage
Loan Borrower shall be required by law to deduct and withhold Taxes from interest, fees or other amounts payable to any
Non-Controlling Note Holder with respect to the Mortgage Loan as a result of such Non-Controlling Note Holder constituting a
Non-Exempt Person, the Lead Securitization Note Holder, in its capacity as servicer, shall be entitled to do so with respect
to such Non-Controlling 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-Controlling 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.


 






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


 


(c)          Each
Non-Controlling Note Holder represents to the Lead Securitization Note Holder (for the benefit of the Mortgage Loan Borrower) that
it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower is obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement.
Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, each
Non-Controlling 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 any Non-Controlling 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 any Non-Controlling
Note Holder is not created or organized under the laws of the United States, any state thereof or the District of Columbia, and
if the payment of interest or other amounts by the Mortgage Loan Borrower is treated for United States income tax purposes as derived
in whole or part from sources within the United States, such Note Holder shall satisfy the requirements of the preceding sentence
by furnishing to the Lead Securitization Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments)
or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by such Note Holder, as evidence of such
Note Holder’s exemption from the withholding of United States tax with respect thereto. The Lead Securitization Note Holder
shall not be obligated to make any payment hereunder with respect to any Non-Controlling Note or otherwise until the related Non-Controlling
Note Holder shall have furnished to the Lead Securitization Note Holder requested forms, certificates, statements or documents.


 


Section
25.          Custody of Mortgage Loan Documents. The originals of
all of the Mortgage Loan Documents (other than the Non-Controlling Note) (a) prior to the Lead Securitization will be held by
the Initial Agent and (b) after the Lead Securitization, will be held


 



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by the Lead Securitization Note Holder (in the name of
the Trustee and held by a duly appointed custodian therefor in accordance with the Lead Securitization Servicing Agreement),
in each case, on behalf of the registered holders of the Notes.


 


Section 26.          Cooperation
in Securitization.


 


(a)          Each
Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization Note Holder,
each Non-Controlling Note Holder shall use reasonable efforts, at the Lead Securitization Note Holder’s expense, to satisfy,
and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market
standards to which the Lead Securitization Note Holder customarily adheres or which may be reasonably required in the marketplace
or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any
modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in attempting
to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably
requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with
the Lead Securitization or otherwise at any time prior to the Lead Securitization, no Non-Controlling Note Holder shall be required
to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection
therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or
priority of such payments to, a Non-Controlling Note Holder or (ii) materially increase a Non-Controlling Note Holder’s obligations
or materially decrease any Non-Controlling Note Holder’s rights, remedies or protections. In connection with the Lead Securitization,
the such Non-Controlling Note Holder agrees to provide for inclusion in any disclosure document relating to the Lead Securitization
such information concerning such Non-Controlling Note Holder and the Non-Controlling Note as the Lead Securitization Note Holder
reasonably determines to be necessary or appropriate, and such Non-Controlling 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 any Non-Controlling
Note Holder and the related Non-Controlling Note in any Securitization document. Each Non-Controlling 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, such Non-Controlling Note Holder. The Lead Securitization Note Holder will reasonably cooperate with
any Non-Controlling Note Holder by providing all information reasonably requested that is in the Lead Securitization Note


 



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Holder’s
possession in connection with such Non-Controlling Note Holder’s preparation of disclosure materials in connection with a
Securitization.


 


Upon request, the Lead
Securitization Note Holder shall deliver to any Non-Controlling 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) facsimile transmission
(during business hours) if the sender on the same day sends a confirming copy of such notice by reputable overnight delivery
service (charges prepaid), (iii) reputable overnight delivery service (charges prepaid) or (iv) certified United States mail,
postage prepaid return receipt requested, and addressed to the respective parties at their addresses set forth on Exhibit B
hereto, or at such other address as any party shall hereafter inform the other party by written notice given as aforesaid.
All written notices so given shall be deemed effective upon receipt.


 


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


 


Section 29.          Certain
Matters Affecting the Agent.


 


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


 


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


 


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


 


(d)          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;


 






    	 	39 	 



     

    

 


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


 


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


 


Section 30.          Termination
and Resignation of Agent.


 


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


 


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


 


Section
31.          Resizing. Notwithstanding any other provision of this
Agreement, for so long as JPM or an affiliate thereof (an “Original Entity”) is the owner of a
Non-Controlling Note (the “Owned Note”), such Original Entity shall have the right, subject to the terms
of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes
(in either case, “New Notes”) reallocating the principal of the Owned Note to such New Notes; or severing
the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then
outstanding principal balance of the Owned Note provided that (i) the aggregate principal balance of all outstanding
New Notes following such amendments is no greater than the aggregate principal of the Owned Note prior to such amendments,
(ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all
Notes pay pro rata and on a pari passu basis (to the extent described in the Mortgage Loan Agreement)
and such reallocated or component notes shall be automatically subject to the terms of this Agreement, (iv) the Original
Entity holding the New Notes shall notify the Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the
Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the
execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so
requests, the Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of
the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation
and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be
modified


 



    	 	40 	 



     

    

 


or amended without the consent of its holder and the consent of the holders of the other Notes. In connection with
the foregoing (provided the conditions set forth in (i) through (v) above are satisfied, with respect to (i) through (iv), as
certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby
authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of
the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal. If more than one New
Note is created hereunder, for purposes of exercising the rights of a Non-Controlling Note Holder hereunder, the
“Non-Controlling Note Holder” of such New Notes shall be as provided in the definition of such term in this
Agreement.


 


[SIGNATURE
PAGE FOLLOWS]








 






    	 	41 	 



     

    

 


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


 


	 	JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, a national banking association, as Initial Note A Holder
	 	 	 
	 	By: 	/s/ Bradley J. Horn
	 	 	Name:   Bradley J. Horn
	 	 	Title:     Executive Director









 





	 	JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, a national banking association, as Initial Note B Holder
	 	 	 
	 	By: 	/s/ Bradley J. Horn
	 	 	Name:   Bradley J. Horn
	 	 	Title:     Executive Director


 


JPMCC
2016-NINE – Co-Lender Agreement


 






    	 	 	 



     

    

 





EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	Solow Building Company II, L.L.C. and Solovieff Realty Co. II, L.L.C.
	Date of Mortgage Loan: 	August 30, 2016
	Date of Notes: 	August 30, 2016
	Original Principal Amount of Mortgage Loan:	$1,200,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$1,200,000,000
	Initial A-1 Note Principal Balance:	$670,724,000
	Initial A-2 Note Principal Balance:	$100,000,000
	Initial A-3-A Note Principal Balance:	$50,000,000
	Initial A-3-B Note Principal Balance:	$50,000,000
	Initial A-4 Note Principal Balance:	$80,000,000
	Initial A-5 Note Principal Balance:	$63,000,000
	Initial B Note Principal Balance:	$186,276,000
	Location of Mortgaged Property:	9 West 57th Street, New York, New York 10019
	Scheduled Maturity Date:	September 1, 2026


 






    	 	A-1 	 



     

    

 





EXHIBIT B


 


1.   Initial Note A Holder:


 


(Prior to Securitization of Note A-1, Note A-2, Note A-3-A, Note
A-3-B, Note A-4 and Note A-5):


 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Thomas Nicholas Cassino

Facsimile No.: (212) 834-6047


 


and


 


JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy S. Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP


One World Financial Center 


New York, New York 10281 


Attention: Fredric L. Altschuler, Esq.

Facsimile No.: (212) 504-6666


 


2.  Initial Note B Holder:


 


(Prior to Securitization of Note B-1):


 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Thomas Nicholas Cassino

Facsimile No.: (212) 834-6047


 






    	 	B-1 	 



     

    

 


and


 


JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy S. Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


One World Financial Center 


New York, New York 10281 


Attention: Fredric L. Altschuler, Esq.

Facsimile No.: (212) 504-6666


 






    	 	B-2 	 



     

    

 


(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:



 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing, MAC D1086-120

550 S. Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: JPMCC 2016-NINE Asset Manager

Facsimile: (704) 715-0036

E-mail: commercialservicing@wellsfargo.com


 


with a copy to:



Wells Fargo Bank, National Association

Legal Department, D1053-300

301 South College Street, 30th Floor

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Facsimile: (704) 383-0353


 


with an additional copy to:



K&L Gates LLP

Hearst Tower

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: JPMCC 2016-NINE

Fax Number: (704) 353-3190

Email: stacy.ackermann@klgates.com


 






    	 	B-3 	 



     

    

 


(iii)  Special Servicer:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

550 S. Tryon Street

Charlotte, North Carolina 28202

Attention: JPMCC 2016-NINE Special Servicing – Daniel Marthinsen

Facsimile: (704) 715-0055

E-mail: dan.marthinsen@wellsfargo.com


 


with a copy to:



Wells Fargo Bank, National Association

Legal Department, D1053-300

301 South College Street, 30th Floor

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Facsimile: (704) 383-0353


 


with an additional copy to:



K&L Gates LLP

Hearst Tower, 214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: JPMCC 2016-NINE

Fax Number: (704) 353-3190

Email: stacy.ackermann@klgates.com


 


(iv) Certificate Administrator: 




Wells Fargo Bank, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Corporate Trust Services – JPMorgan
Chase, 2016-NINE


Telephone: (410) 884-2000


 


with a copy to:




Facsimile: (410) 715-2380 


Email: trustadministrationgroup@wellsfargo.com
and


cts.cmbs.bond.admin@wellsfargo.com


 


(v) Trustee:


 


Wilmington Trust, National Association

1100 North Market Street








    	 	B-4 	 



     

    

 


Wilmington, Delaware 19801

Attention: CMBS Trust JPMCC 2016-NINE


 


with a copy to:



Facsimile: 302-636-4140

Email: cmbstrustee@wilmingtontrust.com








 






    	 	B-5 	 



     

    

  


EXHIBIT C


 


1. Apollo Global Real Estate


2. Archon Capital, L.P.


3. AREA Property Partners 


4. BlackRock, Inc. 


5. The Blackstone Group International Ltd. 


6. Capital Trust, Inc. 


7. Clarion Partners 


8. Colony Capital, Inc. 


9. DLJ Real Estate Capital Partners 


10. Eightfold Real Estate Capital, L.P. 


11. Fortress Investment Group LLC 


12. Garrison Investment Group 


13. Goldman, Sachs & Co. 


14. iStar Financial Inc. 


15. J.E. Roberts Companies 


16. Lend-Lease Real Estate Investments 


17. LoanCore Capital 


18. Lonestar Funds 


19. Praedium Group 


20. Raith Capital Partners, LLC 


21. Rialto Capital Management, LLC 


22. Rialto Capital Advisors, LLC 


23. Rockpoint Group 


24. Starwood Capital/Starwood Financial Trust 


25. Torchlight Investors 


26. Walton Street Capital, LLC 


27. Westbrook Partners 


28. WestRiver Capital 


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


 






    	 	C-1