Exhibit 4.9


 





 


EXECUTION VERSION


 


 


AGREEMENT BETWEEN NOTEHOLDERS


 


Dated as of November 18, 2016


 


by and among


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION



(Initial Note A-1 Holder)


 


and


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION



(Initial Note A-2 Holder)


 


and


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION



(Initial Note A-3 Holder)


 


and


 






    	 



    	 



    

 


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION



(Initial Note A-4 Holder)


 


and


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION



(Initial Note A-5 Holder)


 


and


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION



(Note B Holder)


 


Moffett Gateway


 




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THIS AGREEMENT BETWEEN
NOTEHOLDERS (“Agreement”), dated as of November 18, 2016 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
a national banking association, having an address of 383 Madison Avenue, New York, New York 10179 (together with its successors
and assigns in interest, in its capacity as initial owner of Note A-1, the “Initial Note A-1 Holder”), and in
its capacity as the initial agent, the “Initial Agent”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national
banking association, having an address of 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns
in interest, in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”), and JPMORGAN CHASE
BANK, NATIONAL ASSOCIATION, a national banking association, having an address of 383 Madison Avenue, New York, New York 10179 (together
with its successors and assigns in interest, in its capacity as initial owner of Note A-3, the “Initial Note A-3 Holder”),
and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, having an address of 383 Madison Avenue, New York,
New York 10179 (together with its successors and assigns in interest, in its capacity as initial owner of Note A-4, the “Initial
Note A-4 Holder”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, having an address of
383 Madison Avenue, New York, New York 10179 (together with its successors and assigns in interest, in its capacity as initial
owner of Note A-5, the “Initial Note A-5 Holder”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national
banking association, having an address of 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns
in interest, in its capacity as initial owner of Note B, the “Initial Note B Holder”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION originated a certain loan described on
the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”)
to 441 Real Estate LLC (the “Mortgage Loan Borrower”), which is evidenced, inter alia, by six promissory
notes in the aggregate original principal amount of $345,000,000, with the first such note, dated as of November 18, 2016, in the
original principal amount of $50,000,000 (“Note A-1”) made by the Mortgage Loan Borrower in favor of the Note
A-1 Holder, the second such note, dated as of November 18, 2016, in the original principal amount of $60,000,000 (“Note
A-2”) made by the Mortgage Loan Borrower in favor of Note A-2 Holder, the third such note, dated as of October 25, 2016,
in the original principal amount of $40,000,000 (“Note A-3”) made by the Mortgage Loan Borrower in favor of
Note A-3 Holder, the fourth such note, dated as of November 18, 2016, in the original principal amount of $50,000,000 (“Note
A-4”) made by the Mortgage Loan Borrower in favor of Note A-4 Holder, the fifth such note, dated as of October 25, 2016,
in the original principal amount of $43,000,000 (“Note A-5” and together with Note A-1, Note A-2, Note A-3 and
Note A-4, the “A Notes”) made by the Mortgage Loan Borrower in favor of Note A-5 Holder, and the sixth such
note, dated as of October 25, 2016, in the original principal amount of $102,000,000 (“Note B”, and together
with Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5, the “Notes”) made by the Mortgage Loan Borrower in
favor of Note B Holder, and secured by certain first mortgages or deeds of trust lien (as amended, modified or supplemented, the
“Mortgage”) on one or more parcels of, or estates in, real property


 






    	 



    	 



    

 


located as described on the Mortgage Loan
Schedule (collectively, the “Mortgaged Property”); and


 


WHEREAS, the parties
hereto desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold
Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note B;


 


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 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 have the meaning assigned to such term in the recitals.


 


“Acceptable
Insurance Default”  shall have the meaning assigned to such term in the Servicing Agreement.


 


“Additional
Servicing Expenses” shall mean (a) all property protection advances, fees and/or expenses incurred by and reimbursable
to any Servicer, Trustee, Operating Advisor, certificate administrator or fiscal agent pursuant to the Servicing Agreement, and
(b) all interest accrued on Advances made by (x) any Servicer or Trustee in accordance with the terms of the Servicing Agreement
or (y) any Non-Lead Servicer or Non-Lead Trustee in accordance with the terms of the Non-Lead Securitization Servicing Agreement.


 


“Advance Interest
Amount” shall mean interest payable on Advances, as specified in the Servicing Agreement or Non-Lead Securitization Servicing
Agreement, as applicable.


 


“Advances”
shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement
or Non-Lead Securitization Servicing Agreement, as applicable.


 


“Affiliate”
shall mean with respect to any specified Person (i) any other Person Controlling or Controlled by or under common Control
with such specified Person (each a “Common Control Party”), (ii) any other Person owning, directly or indirectly,
ten percent (10%) or more of the beneficial interests in such Person or (iii) any other Person in which such Person or a Common
Control Party owns, directly or indirectly, ten percent (10%) or more of the beneficial interests.


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and from and after the
Securitization Date shall mean the Certificate Administrator, if any, and if there is no Certificate Administrator, shall mean
the Trustee.


 






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


 


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


 


“Appraisal”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Appraisal Reduction
Amount” shall have the meaning assigned to “Appraisal Reduction” in the Servicing Agreement or such other
analogous term used in the Servicing Agreement.


 


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


 


“Asset Status
Report” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in
the Servicing Agreement.


 


“B Note”
shall mean Note B.


 


“Balloon Payment”
shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement.


 


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


 


“Business Day”
shall have the meaning assigned to such term in the Servicing Agreement or Non-Lead Securitization Servicing Agreement, as applicable.


 


“CDO Asset Manager”
with respect to any Securitization Vehicle which is a CDO, shall mean the entity which is responsible for managing or administering
the applicable 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 the applicable
Note).


 


“Certificate
Administrator” shall mean [_____] or its successor in interest, or any successor Certificate Administrator appointed
as provided in the Servicing Agreement.


 


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


 


“Collection
Account” shall mean the trust account or accounts (including any sub-accounts) created and maintained by the Servicer.


 


“Conduit”
shall have the meaning assigned to such term in Section 19(f).


 






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“Conduit Credit
Enhancer” shall have the meaning assigned to such term in Section 19(f).


 


“Conduit Inventory
Loan” shall have the meaning assigned to such term in Section 19(f).


 


“Control”
means 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.


 


“Control Appraisal
Period” shall mean a Note B Holder Control Appraisal Period.


 


“Controlling
Class Representative” shall mean the “Controlling Class Representative” as defined in the Servicing Agreement
or such other analogous term used in the Servicing Agreement.


 


“Controlling
Noteholder” shall mean as of any date of determination (i) the Note B Holder, unless a Control Appraisal Period has occurred
and is continuing or (ii) if a Control Appraisal Period has occurred and is continuing, the Note A-2 Holder; provided that
at any time Note A-2 is the Controlling Noteholder and is included in the Lead Securitization, references to the “Controlling
Noteholder” herein shall mean the holders of the majority of the class of securities issued in the Lead Securitization designated
as the “controlling class” (or such lesser amount as permitted under the terms of the Servicing Agreement) or such
other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Noteholder” hereunder, as
and to the extent provided in the Servicing Agreement; provided that, if the Holder of Note B would be the Controlling Noteholder
pursuant to the terms hereof, but any interest in such Note B is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower
Related Party, or the Mortgage Loan Borrower or Mortgage Loan Borrower Related Party would otherwise be entitled to exercise the
rights of the Controlling Noteholder, a Control Appraisal Period shall be deemed to have occurred. As of the Closing Date, the
Controlling Noteholder will be the Holder of Note B.


 


“Cure Period”
shall have the meaning assigned to such term in Section 11(a).


 


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


 


“Defaulted Mortgage
Loan” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Defaulted Mortgage
Loan Purchase Price” shall mean the sum, without duplication, of


 


(a) the Principal
Balance of Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5, (b) accrued and unpaid interest on the Note A-1 Principal
Balance at the Note A-1 Rate, on the Note A-2 Principal Balance at the Note A-2 Rate, on the Note A-3 Principal Balance at the
Note A-3 Rate, on the Note A-4 Principal Balance at the Note A-4 Rate and on the Note A-5 Principal Balance at the Note A-5 Rate,
respectively, from the date as to which interest was last paid in full by Mortgage Loan Borrower up to and including the end of
the interest accrual period relating to


 






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the Monthly Payment Date next following the date the purchase occurred, (c) any other amounts
due under the Mortgage Loan to the Note A-1 Holder, Note A-2 Holder, Note A-3 Holder, Note A-4 Holder and Note A-5 Holder, other
than Prepayment Premiums, default interest, late fees, exit fees and any other similar fees, provided that if the Mortgage
Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser, the Defaulted Mortgage Loan Purchase Price shall include
Prepayment Premiums, default interest, late fees, exit fees and any other similar fees, (d) without duplication to clause (c)
any unreimbursed property protection or servicing Advances and any expenses incurred in enforcing the Mortgage Loan Documents (including,
without limitation, servicing Advances payable or reimbursable to any Servicer, and earned and unpaid special servicing fees owing
to or by or on behalf of the Note A-1 Holder, Note A-2 Holder, Note A-3 Holder, Note A-4 Holder and/or Note A-5 Holder), (e) without
duplication of amounts under clause (c), any accrued and unpaid Advance Interest Amount with respect to an Advance made by
or on behalf of the Note A-1 Holder, Note A-2 Holder, Note A-3 Holder, Note A-4 Holder and/or Note A-5 Holder, (f) (x) if the Mortgage
Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser or (y) if the Mortgage Loan is purchased after ninety
(90) days after such option first becomes exercisable pursuant to Section 12 of this Agreement, any liquidation or workout fees
payable under the Servicing Agreement with respect to the Mortgage Loan and (g) any Recovered Costs not reimbursed previously
to Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5 pursuant to this Agreement. Notwithstanding the foregoing, if the purchasing
Noteholder is purchasing from the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, the Defaulted Mortgage Loan
Purchase Price shall not include the amounts described under clauses (d) through (f) of this definition. If the Mortgage Loan is
converted into a REO Property, for purposes of determining the Defaulted Mortgage Loan Purchase Price, interest will be deemed
to continue to accrue on Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5 at the Note A-1 Rate, Note A-2 Rate, Note A-3 Rate,
Note A-4 Rate or Note A-5 Rate, as applicable, as if the Mortgage Loan were not so converted. In no event shall the Defaulted Mortgage
Loan Purchase Price include amounts due or payable to the purchasing Noteholder under this Agreement.


 


“Defaulted Note
Purchase Date” shall have the meaning assigned to such term in Section 12.


 


“Default Interest”
shall mean interest on the Mortgage Loan at a rate per annum equal to the Note Default Interest Spread.


 


“Depositor”
shall mean the Person selected by the Lead Securitization Noteholder to create the Securitization Trust.


 


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


 


“Final Recovery
Determination” shall have the meaning assigned to such term in the Servicing Agreement.


 


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


 


“Grace Period”
shall have the meaning assigned to such term in Section 11(a).


 






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“Indemnified
Items” shall mean, collectively, any claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration
of the Mortgage Loan and the Mortgaged Property (or, with respect to the Operating Advisor, incurred in connection with the provision
of services for the Mortgage Loan) under the Servicing Agreement.


 


“Indemnified
Parties” shall mean, collectively, (i) as and to the same extent the Lead Securitization Trust is required to indemnify
each of the following parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the
Servicing Agreement, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor, the Asset Representations Reviewer 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 Servicing Agreement in respect of other mortgage loans)
and (ii) the Lead Securitization Trust.


 


“Independent”
shall have the meaning assigned to such term in the Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Initial Note
A-5 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 recitals.


 


“Initial Noteholders”
shall mean, collectively, the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder, the Initial Note
A-4 Holder, the Initial Note A-5 Holder and the Initial Note B Holder.


 


“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


 






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


 


“Insurance and
Condemnation Proceeds” shall have the meaning assigned to such term or any one or more analogous terms in the Servicing
Agreement.


 


“Interested
Person” shall have the meaning assigned to such term in the Servicing Agreement.


 


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


 


“KBRA”
shall mean Kroll Bond Rating Agency, Inc., or its successor in interest.


 


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


 


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


 


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


 


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


 


“Liquidation
Proceeds” shall have the meaning assigned to such term in the Servicing Agreement or any one or more analogous terms
in the Servicing Agreement.


 


“Major Decisions”
shall mean:


 



(i)           
any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property)
of the ownership of the


 






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property or properties securing the Mortgage Loan if it comes into and continues in default;


 


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


 


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


 


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


 


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


 


(vi)          any release of material collateral or any acceptance of substitute or additional collateral for the Mortgage Loan or any
consent to either of the foregoing, other than if required pursuant to the specific terms of the related Mortgage Loan Documents
and for which there is no lender discretion;


 


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


 


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


 


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


 


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


 






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


 


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


 


 (xiii)         any determination of an Acceptable Insurance Default (as defined in the Servicing Agreement);


 



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


 


(xv)          any modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and
nondisturbance or attornment agreement in connection with any lease, at a Mortgaged Property if (a) the lease involves a ground
lease or lease of an outparcel or affects an area greater than or equal to the greater of (1) 30% of the net rentable area
of the improvements at the Mortgaged Property and (2) 30,000 square feet of the improvements at the Mortgaged Property and
(b) either approval of such transaction by the Master Servicer is not expressly permitted under the Servicing Agreement or the
Mortgage Loan is a Specially Serviced Mortgage Loan;


 


provided, however that during
the occurrence and continuance of a Control Appraisal Period, “Major Decision” shall have the meaning given
to such term in the Servicing Agreement.


 


“Master Servicer”
shall mean the master servicer appointed as provided in the Servicing Agreement.


 


“Monetary Default”
shall have the meaning assigned to such term in Section 11(a).


 


“Monetary Default
Notice” shall have the meaning assigned to such term in Section 11(a).


 


“Monthly Payment
Date” shall mean the Payment Date (as defined in the Mortgage Loan Documents).


 


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


 






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“Morningstar”:
Morningstar Credit Ratings, LLC, or any of its successors in interest, assigns, and/or changed entity name or designation resulting
from any acquisition by Morningstar, Inc. or other similar entity of Realpoint LLC.


 


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


 


“Mortgaged Property”
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 September 22, 2016, between the Mortgage Loan Borrower, as Borrower,
and JPMorgan Chase Bank, National Association, as Lender, as amended by that certain First Amendment to Mortgage Loan Documents
dated as of October 25, 2016, and 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 18.


 


“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
Rate” shall mean, as of any date of determination, the weighted average of the Note A-1 Rate, the Note A-2 Rate, the
Note A-3 Rate, the Note A-4 Rate, the Note A-5 Rate and the Note B Rate.


 


“Mortgage Loan
Schedule” shall mean the Schedule attached hereto as Exhibit A.


 


“Net Note A-1
Rate” shall mean the Note A-1 Rate minus the Servicing Fee Rate applicable to Note A-1.


 


“Net Note A-2
Rate” shall mean the Note A-2 Rate minus the Servicing Fee Rate applicable to Note A-2.


 


“Net Note A-3
Rate” shall mean the Note A-3 Rate minus the Servicing Fee Rate applicable to Note A-3.


 


“Net Note A-4
Rate” shall mean the Note A-4 Rate minus the Servicing Fee Rate applicable to Note A-4.


 


“Net Note A-5
Rate” shall mean the Note A-5 Rate minus the Servicing Fee Rate applicable to Note A-5.


 






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“Net Note B
Rate” shall mean the Note B Rate minus the Servicing Fee Rate applicable to Note B.


 


“Non-Controlling
Note” shall mean the interest of each Non-Controlling Noteholder in its Note.


 


“Non-Controlling
Noteholder” shall mean each Noteholder other than the Controlling Noteholder.


 


“Non-Controlling
Pari Passu Noteholder” shall mean any of the Note A-1 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5
Holder; provided that at any time such holder’s Note is included in a Securitization other than the Lead Securitization,
references to the “Non-Controlling Pari Passu Noteholder” herein shall mean the Non-Lead Securitization Subordinate
Class Representative under the related Non-Lead Securitization Servicing Agreement, as and to the extent provided in the related
Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization Noteholder (and the Master
Servicer and the Special Servicer) has been given written notice. The Lead Securitization Noteholder (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 in respect of any
Note exercising the rights of a “Non-Controlling Pari Passu Noteholder” herein or under the 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 38, 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 Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice
of such designation to the Lead Securitization Noteholder (and the Master Servicer and the Special Servicer acting on its behalf)
(such party, the “Non-Controlling Pari Passu Noteholder Representative”); provided that, in the absence
of such designation and notice, the Lead Securitization Noteholder (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
Pari Passu Noteholder Representative with respect to such Non-Controlling Note for all purposes of this Agreement.


 


Prior to Securitization
of any Non-Lead Securitization Note by the Non-Lead Securitization Noteholder (including any New Notes), all notices, reports,
information or other deliverables required to be delivered to such Non-Lead Securitization Noteholder or Non-Controlling Pari Passu
Noteholder pursuant to this Agreement or the Servicing Agreement by the Lead Securitization Noteholder (or the Master Servicer
or the Special Servicer acting on its behalf) only need to be delivered to each Non-Controlling Pari Passu Noteholder Representative
and, when so delivered to each Non-Controlling Pari Passu Noteholder Representative, the Lead Securitization Noteholder (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 Servicing Agreement. Following Securitization of any Non-Lead Securitization Notes by the
Non-Lead Securitization Noteholder, all notices, reports, information or other deliverables required to be delivered to such Non-Lead
Securitization Noteholder or Non-Controlling Pari Passu Noteholder pursuant to this Agreement or the Servicing Agreement by the
Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf)


 






    	11 



    	 



    

 


 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 related 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 Noteholder (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 Servicing Agreement.


 


“Non-Controlling
Pari Passu Noteholder Representative” shall have the meaning assigned to such term in the definition of “Non-Controlling
Pari Passu Noteholder”.


 


“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. For the avoidance of doubt, any
holder of a Note delivering a certification in the form attached hereto as Exhibit D, along with any documents required
pursuant to Section 32, will not be a Non-Exempt Person, unless such certification and other documents are rescinded.


 


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


 


“Non-Lead Certificate
Administrator” shall mean the “certificate administrator” under any Non-Lead Securitization Servicing Agreement.


 


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


 


“Non-Lead Master
Servicer” shall mean the master servicer under a Non-Lead Securitization.


 


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


 


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


 


“Non-Lead Securitization
Note” shall mean any of Note A-1, Note A-3, Note A-4 and Note A-5.


 


“Non-Lead Securitization
Noteholder” shall mean the Holder of any Non-Lead Securitization Note.


 


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


 






    	12 



    	 



    

 


“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 50% or more 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 the “Controlling Noteholder” is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower,
no person shall be entitled to exercise the rights of the related Non-Lead Securitization Subordinate Class Representative.


 


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


 


“Non-Lead Servicer”
shall mean the Non-Lead Master Servicer or Non-Lead Special Servicer, as applicable.


 


“Non-Lead Special
Servicer” shall mean the special servicer under a Non-Lead Securitization.


 


“Non-Lead Trustee”
shall mean the trustee under a Non-Lead Securitization.


 


“Non-Monetary
Default” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Cure Period” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Notice” shall have the meaning assigned to such term in Section 11(d).


 


“Note”
shall mean any of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note B, as applicable.


 


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


 


“Note A-1 Default
Rate” shall mean a rate per annum equal to the Note A-1 Rate plus the Note Default Interest Spread.


 


“Note A-1 Holder”
shall mean the Initial Note A-1 Holder, or any subsequent holder of the Note A-1, together with its successors and assigns.


 


“Note A-1 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-1 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note B Principal Balance.


 






    	13 



    	 



    

 


“Note A-1 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-1 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-1 Holder or reductions
in such amount pursuant to Sections 3, 4 or 5, as applicable.


 


“Note A-1 Rate”
shall mean the Note A-1 Rate set forth on the Mortgage Loan Schedule.


 


“Note A-1 Relative
Spread” shall mean the ratio of the Note A-1 Rate to the Mortgage Loan Rate.


 


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


 


“Note A-2 Default
Rate” shall mean a rate per annum equal to the Note A-2 Rate plus the Note Default Interest Spread.


 


“Note A-2 Holder”
shall mean the Initial Note A-2 Holder, or any subsequent holder of Note A-2, together with its successors and assigns.


 


“Note A-2 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-2 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note B Principal Balance.


 


“Note A-2 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-2 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-2 Holder or reductions
in such amount pursuant to Sections 3, 4 or 5, as applicable.


 


“Note A-2 Rate”
shall mean the Note A-2 Rate set forth on the Mortgage Loan Schedule.


 


“Note A-2 Relative
Spread” shall mean the ratio of the Note A-2 Rate to the Mortgage Loan Rate.


 


“Note A-3”
shall have the meaning assigned to such term in the recitals.


 


“Note A-3 Default
Rate” shall mean a rate per annum equal to the Note A-3 Rate plus the Note Default Interest Spread.


 


“Note A-3 Holder”
shall mean the Initial Note A-3 Holder, or any subsequent holder of Note A-3, together with its successors and assigns.


 


“Note A-3 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-3 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal


 






    	14 



    	 



    

 


Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note B Principal Balance.


 


“Note A-3 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-3 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-3 Holder or reductions
in such amount pursuant to Sections 3, 4 or 5, as applicable.


 


“Note A-3 Rate”
shall mean the Note A-3 Rate set forth on the Mortgage Loan Schedule.


 


“Note A-3 Relative
Spread” shall mean the ratio of the Note A-3 Rate to the Mortgage Loan Rate.


 


“Note A-4”
shall have the meaning assigned to such term in the recitals.


 


“Note A-4 Default
Rate” shall mean a rate per annum equal to the Note A-4 Rate plus the Note Default Interest Spread.


 


“Note A-4 Holder”
shall mean the Initial Note A-4 Holder, or any subsequent holder of Note A-4, together with its successors and assigns.


 


“Note A-4
Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-4
Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance,
the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note B Principal
Balance.


 


“Note A-4 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-4 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-4 Holder or reductions
in such amount pursuant to Sections 3, 4 or 5, as applicable.


 


“Note A-4 Rate”
shall mean the Note A-4 Rate set forth on the Mortgage Loan Schedule.


 


“Note A-4 Relative
Spread” shall mean the ratio of the Note A-4 Rate to the Mortgage Loan Rate.


 


“Note A-5”
shall have the meaning assigned to such term in the recitals.


 


“Note A-5 Default
Rate” shall mean a rate per annum equal to the Note A-5 Rate plus the Note Default Interest Spread.


 


“Note A-5 Holder”
shall mean the Initial Note A-5 Holder, or any subsequent holder of Note A-5, together with its successors and assigns.


 






    	15 



    	 



    

 


“Note A-5 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-5 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note B Principal Balance.


 


“Note A-5 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-5 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-5 Holder or reductions
in such amount pursuant to Sections 3, 4 or 5, as applicable.


 


“Note A-5 Rate”
shall mean the Note A-5 Rate set forth on the Mortgage Loan Schedule.


 


“Note A-5 Relative
Spread” shall mean the ratio of the Note A-5 Rate to the Mortgage Loan Rate.


 


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


 


“Note B Default
Rate” shall mean a rate per annum equal to the Note B Rate plus the Note Default Interest Spread.


 


“Note B Holder”
shall have the meaning assigned to such term in the recitals, and any successor in interest, or any subsequent holder of the Note
B.


 


“Note B Holder
Control Appraisal Period” A “Note B Holder Control Appraisal Period” shall exist with respect to the Mortgage
Loan, if and for so long as:


 


(a)          (1) the initial Note B Principal Balance minus (2) the sum (without duplication) of (x) any payments of principal (whether
as principal prepayments or otherwise) allocated to, and received on, Note B after the date of creation of Note B, (y) any
Appraisal Reduction Amount for the Mortgage Loan that is allocated to Note B and (z) any losses realized with respect to any
Mortgaged Property or the Mortgage Loan that are allocated to Note B, is less than


 


(b)          25% of the remainder of the (i) initial Note B Principal Balance less (ii) any payments of principal (whether as principal
prepayments or otherwise) allocated to, and received by, the Note B Holder on Note B after the date of creation of Note B.


 


“Note B Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B Principal Balance and
the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance,
the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note B Principal Balance.


 


“Note B Principal
Balance” shall mean, at any time of determination, the Initial Note B Principal Balance set forth on the Mortgage Loan
Schedule, less any payments of principal thereon or reductions in such amount pursuant to Sections 3, 4 or 5,
as applicable.


 






    	16 



    	 



    

 


“Note B Rate”
shall mean the Note B Rate set forth on the Mortgage Loan Schedule.


 


“Note B Relative
Spread” shall mean the ratio of the Note B Rate to the Mortgage Loan Rate.


 


“Note Default
Interest Spread” shall mean a rate per annum equal to five percent (5%); provided, however, that if the
weighted average of the Note A-1 Default Rate, the Note A-2 Default Rate, the Note A-3 Default Rate, the Note A-4 Default Rate,
the Note A-5 Default Rate and the Note B Default Rate would exceed the maximum rate permitted by applicable law, the Note Default
Interest Spread shall equal (i) the rate at which the weighted average of the Note A-1 Default Rate, the Note A-2 Default Rate,
the Note A-3 Default Rate, the Note A-4 Default Rate, the Note A-5 Default Rate and the Note B Default Rate equals the maximum
rate permitted by applicable law minus (ii) the Mortgage Loan Rate.


 


“Note Pledgee”
shall have the meaning assigned to such term in Section 19(e).


 


“Note Rate”
shall mean any of the Note A-1 Rate, the Note A-2 Rate, the Note A-3 Rate, the Note A-4 Rate, the Note A-5 Rate and the Note B
Rate, as applicable.


 


“Note Register”
shall have the meaning assigned to such term in Section 21.


 


“Noteholder”
shall mean any of the Note A-1 Holder, Note A-2 Holder, Note A-3 Holder, Note A-4 Holder, Note A-5 Holder and Note B Holder, as
applicable.


 


“Noteholder
Purchase Notice” has the meaning assigned to such term in Section 12.


 


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


 


“Percentage
Interest” shall mean, with respect to the Note A-1 Holder, the Note A-1 Percentage Interest, with respect to the Note
A-2 Holder, the Note A-2 Percentage Interest, with respect to the Note A-3 Holder, the Note A-3 Percentage Interest, with respect
to the Note A-4 Holder, the Note A-4 Percentage Interest, with respect to the Note A-5 Holder, the Note A-5 Percentage Interest,
and with respect to the Note B Holder, the Note B Percentage Interest, as each may be adjusted from time to time.


 


“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 a nationally-recognized manager of investment funds investing in debt or equity interests
relating to commercial real estate, (ii) investing through a fund with committed capital of at least $500,000,000 and (iii) not
subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


“Person”
shall have the meaning assigned to such term in the Servicing Agreement.


 






    	17 



    	 



    

 


“Pledge”
shall have the meaning assigned to such term in Section 19(e).


 


“Prepayment
Premium” shall mean, with respect to the Mortgage Loan, any prepayment premium, spread maintenance premium, yield maintenance
premium or similar fee required to be paid in connection with a prepayment of the Mortgage Loan pursuant to the Mortgage Loan Documents,
including any exit fee.


 


“Principal Balance”
shall mean any of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4
Principal Balance, the Note A-5 Principal Balance and the Note B Principal Balance, as applicable.


 


“Qualified Institutional
Lender” shall mean each of the Initial Noteholders, J.P. Morgan Chase Commercial Mortgage Securities Corp., Meritz Private
Real Estate Fund 3 (and any Affiliates and subsidiaries of such entity), and any other Person that is:


 


(a)          an entity Controlled (as defined below) by, under common Control with or Controlling either the Initial Note A-1 Holder,
Initial Note A-2 Holder, the Initial Note A-3 Holder, the Initial Note A-4 Holder, the Initial Note A-5 Holder or the Note B Holder,
or


 


(b)          one or more of the following:


 



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


 


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


 


(iii)          a Qualified Trustee (or in the case of a CDO, a single purpose bankruptcy remote entity which contemporaneously assigns
or pledges its Note B, or a participation interest therein (or any portion thereof) to a Qualified Trustee) in connection with
(a) a securitization of, (b) the creation of collateralized debt obligations (“CDO”) secured by, or (c) a financing
through an “owner trust” of, a Note (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 which assigned a rating to one or more classes of securities issued in connection with such 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 a Note 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


 






    	18 



    	 



    

 


Securitization (such entity, an “Approved
Servicer”) and such Approved Servicer is required to service and administer such Note 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),
(iii), (iv) or (v) of this definition, or


 


(iv)           an investment fund, limited liability company, limited partnership or general partnership having capital and/or capital
commitments of at least $250,000,000, in which (A) the Note A-1 Holder, Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder,
the Note A-5 Holder or the Note B Holder, as applicable, (B) a person that is otherwise a Qualified Institutional Lender under
clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities referred to in clause (i) or (ii)
above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager responsible for the day-to-day
management and operation of such investment vehicle and provided that at least 50% of the equity interests in such investment vehicle
are owned, directly or indirectly, by one or more entities that are otherwise Qualified Institutional Lenders (without regard to
the capital surplus/equity and total asset requirements set forth below in the definition), or


 


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


 


in the case of any entity referred to in
clause (b)(i), (b)(ii), (b)(iii)(a), (b)(iv)(B) or (b)(v) of this definition, (x) such entity has at least $200,000,000 in capital/statutory
surplus or shareholders’ equity (except with respect to a pension advisory firm, asset manager or similar fiduciary) and
at least $600,000,000 in total assets (in name or under management), and (y) is regularly engaged in the business of making or
owning commercial real estate loans (or interests therein) similar to the Mortgage Loan (or mezzanine loans with respect thereto)
or owning or operating commercial real estate properties; provided that, in the case of the entity described in clause (iv) (B)
above, the requirements of this clause (y) may be satisfied by a general partner, managing member, or the fund manager responsible
for the day-to-day management and operation of such entity, or


 


(c)          any entity Controlled (as defined below) by any of the entities described in clause (b) 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.


 


For purposes of this
definition only, “Control” means 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 “Controlling” have the meaning correlative thereto).


 






    	19 



    	 



    

 


“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 any of (a) S&P, (b) Moody’s, (c) Fitch, (d) DBRS, (e) KBRA and (f) Morningstar or, (g) 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 the Depositor or Non-Lead Depositor to rate the securities issued in connection with the
Securitization of Note A-1, Note A-2, Note A-3, Note A-4 or Note A-5, as applicable; provided, however, that, at any time during
which Note A-1, Note A-2, Note A-3, Note A-4 or Note A-5 is an asset of one or more Securitizations, “Rating Agencies”
or “Rating Agency” shall mean with respect to Note A-1, Note A-2, Note A-3, Note A-4 or Note A-5, only those rating
agencies that are engaged by the Depositor or Non-Lead Depositor, as applicable, from time to time to rate the securities issued
in connection with the Securitization of such Note.


 


“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 Servicing Agreement including any deemed Rating Agency Confirmation.


 


“Recovered Costs”
shall mean any amounts referred to in clauses (i)(d) and/or (i)(e) of the definition of “Defaulted Mortgage Loan Purchase
Price” that, at the time of determination, had been previously paid or reimbursed to any Servicer from sources other than
collections on or in respect of the Mortgage Loan or the Mortgaged Property (including, without limitation, from collections on
or in respect of loans other than the Mortgage Loan).


 


“Redirection
Notice” shall have the meaning assigned to such term in Section 19(e).


 


“Regulation
AB” shall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125,
as such rules may be amended from time to time, and subject to such clarification and interpretation as have been provided by the
Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case
as effective from time to time as of the compliance dates specified therein.


 






    	20 



    	 



    

 


“Relative Spread”
shall mean the Note A-1 Relative Spread, Note A-2 Relative Spread, Note A-3 Relative Spread, Note A-4 Relative Spread, Note A-5
Relative Spread or Note B Relative Spread, as the context may require.


 


“REMIC”
shall mean a real estate mortgage investment conduit within the meaning of Section 860D(a) of the Code.


 


“REMIC Provisions”
shall mean provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of subchapter M of Chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed
regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


 


“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.


 


“REO Property”
shall have the meaning assigned to such term in the Servicing Agreement.


 


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


 






    	21 



    	 



    

 


“Securitization”
shall mean one or more sales by the Note A-1 Holder, Note A-2 Holder, Note A-3 Holder, Note A-4 Holder, Note A-5 Holder or Note
B 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 Note or portion thereof is
consummated.


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which Note B, Note A-1, Note A-2, Note A-3,
Note A-4, or Note A-5 is held.


 


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan, any
other Event of Default for which the Mortgage Loan is actually accelerated or any other Event of Default which causes the Mortgage
Loan to become a Specially Serviced Mortgage Loan, or any bankruptcy or insolvency event that constitutes an Event of Default;
provided, however, that unless the Servicer under the Servicing Agreement has notice or knowledge of such event at
least ten (10) Business Days prior to the applicable distribution date, distributions will be made sequentially beginning on the
subsequent distribution date; provided, further, that the aforementioned requirement of notice or knowledge will
not apply in the case of distribution of the final proceeds of a liquidation or final disposition of the Mortgage Loan. A Sequential
Pay Event shall no longer exist to the extent it has been cured (including any cure payment made by the Note B Holder (unless
a Control Appraisal Period has occurred and is continuing) in accordance with Section 11) and shall not be deemed to exist to the
extent the Note B Holder is exercising its cure rights under Section 11.


 


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


 


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


 


“Servicing Advances”
shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement
or Non-Lead Securitization Servicing Agreement, as applicable.


 


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


 


“Servicing Standard”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Servicing Transfer
Event” shall have the meaning assigned to such term in the Servicing Agreement.


 






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“Special Servicer”
shall mean the special servicer appointed as provided in the Servicing Agreement and this Agreement.


 


“Specially Serviced
Loan” shall have the meaning assigned to “Specially Serviced Loan” in the Servicing Agreement.


 


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


 


“Threshold Event
Collateral” shall have the meaning assigned to such term in Section 5(g).


 


“Threshold Event
Cure” shall have the meaning assigned to such term in Section 5(g).


 


“Transfer”
shall mean any sale, assignment, transfer, pledge, syndication, participation, hypothecation, contribution, encumbrance or other
disposition (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar
agreement, excluding a repurchase financing or a Pledge in accordance with Section 19(e)).


 


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


 


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


 


“Workout”
shall mean any written modification, waiver, amendment, restructuring or workout of the Mortgage Loan or the Note entered into
with the Mortgage Loan Borrower in accordance with the Servicing Agreement.


 


“Whole Loan
Custodial Account” shall mean the custodial account or subaccount established for the Mortgage Loan pursuant to the Servicing
Agreement.


 


Section 2.          
Servicing.


 


(a)          Each Noteholder acknowledges and agrees that, subject to this Agreement, the Mortgage Loan shall be serviced pursuant to
this Agreement and the Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly
payments of principal or interest in respect of the Notes other than the Lead Securitization Note (and each Non-Lead Master Servicer
shall be required to advance monthly payments of principal and


 






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interest on each Non-Lead Securitization Note pursuant to the terms
of the related Non-Lead Securitization Servicing Agreement) if such principal or interest is not paid by the Mortgage Loan Borrower
but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the maintenance
of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Servicing
Agreement. The Note B Holder acknowledges that each of the Note A-1 Holder, Note A-2 Holder, Note A-3 Holder, Note A-4 Holder and
Note A-5 Holder may elect, in its sole discretion, to include Note A-1, Note A-2, Note A-3, Note A-4 and/or Note A-5 in a Securitization
and agrees that it will 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 Noteholder hereby irrevocably and unconditionally
consents to the appointment of the Master Servicer, Special Servicer and the Trustee under the Servicing Agreement by the
Depositor 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 Servicing Agreement. Each Noteholder hereby appoints the Master Servicer, the Special
Servicer and the Trustee in the Lead Securitization as such Noteholder’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 Servicing Agreement (subject
at all times to the rights of the Noteholders set forth herein and in the Servicing Agreement). In no event shall the Servicing
Agreement require the Servicer to enforce the rights of any Noteholder against any other Noteholder or limit the Servicer in enforcing
the rights of one Noteholder against any other Noteholder; however, this statement shall not be construed to otherwise limit the
rights of one Noteholder with respect to any other Noteholder.


 


(b)         In no event shall the Note B Holder be entitled to exercise any rights of the “directing holder” consulting
class or any analogous class or holder under the Servicing Agreement except to the extent the Note B Holder is given such rights
expressly under the terms of this Agreement or the Servicing Agreement in its capacity as the Controlling Noteholder.


 


(c)         In no event may the Servicing Agreement change the interest allocable to, or the amount of any payments due to, the
Controlling Noteholder or materially increase the Controlling Noteholder’s obligations or materially decrease the Controlling
Noteholder’s rights, remedies or protections hereunder.


 


(d)         The Servicing Agreement shall contain provisions to the effect that:


 


(i)          any payments received on the Mortgage Loan shall be paid by the Master Servicer to each of the Noteholders on the “master
servicer remittance date” under the Servicing Agreement;


 


(ii)         the Controlling Noteholder shall be entitled to receive, and the Master Servicer and the Special Servicer shall provide
access to, any information relating to the Mortgage Loan, the Mortgage Loan Borrower or the Mortgaged Property as the Controlling
Noteholder may reasonably request and would be customarily in the possession of, or collected or known by, the Master Servicer
or the Special Servicer of mortgage loans similar to the Mortgage Loan and, in any event, all information that is required to be
provided to holders of the securities issued by the Lead Securitization


 






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Trust that includes other Notes but not limited to standard
CREFC reports and Asset Status Reports, provided that if an interest in the Controlling Noteholder or the related Note is held
by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, then the Controlling Noteholder shall not be entitled
to receive the Asset Status Report or any other information relating to the Special Servicer’s workout strategy or any “excluded
information” or analogous term under the Servicing Agreement;


 


(iii)        each Noteholder is an intended third party beneficiary in respect of the rights afforded it under the Servicing Agreement
and may directly enforce such rights; and


 


(iv)        the Servicing Agreement may not be amended without the consent of the Note B Holder if such amendment would materially and
adversely affect its rights thereunder.


 


(e)         Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Servicer pursuant to the terms
hereof shall be performed by the Master Servicer or the Special Servicer, as applicable, as set forth in the Servicing Agreement.


 


(f)          At any time after the Securitization Date that the Lead Securitization Note is no longer subject to the provisions of the
Servicing Agreement, Lead Securitization Noteholder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement
that contains servicing provisions which are the same as or more favorable to the Note B Holder, in substance, to those in the
Servicing Agreement (including, without limitation, all applicable provisions relating to delivery of information and reports necessary
for any Non-Lead Securitization to comply with any applicable reporting requirements under the Securities Exchange Act of 1934,
as amended) and all references herein to the “Servicing Agreement” shall mean such subsequent servicing agreement;
provided, however, that if any Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation
shall have been obtained from each Rating Agency with respect to such subsequent servicing agreement; provided, further,
however, that until a replacement servicing agreement has been entered into, the Lead Securitization Noteholder shall cause
the Mortgage Loan to be serviced in accordance with the servicing provisions set forth in the Servicing Agreement as if such agreement
was still in full force and effect with respect to the Mortgage Loan; provided, however, that the Servicer under
the Servicing Agreement shall have no further obligations to advance monthly payments of principal and interest; provided,
further, however, that until a replacement servicing agreement is in place, the actual servicing of the Mortgage
Loan may be performed by any nationally recognized commercial mortgage loan servicer appointed by Lead Securitization Noteholder
and the special servicer appointed by the Controlling Noteholder and does not have to be performed by the service providers set
forth under the Servicing Agreement.


 


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


 


(i)          the Non-Lead Securitization Noteholder shall be responsible for its pro rata share of any Servicing Advances (and
advance interest thereon) and any additional trust


 






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


 


 (ii)         each of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required
to indemnify each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the
terms of Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any additional trust fund expenses
with respect to the Mortgage Loan) by the Non-Lead Securitization Trust, against any of the Indemnified Items to the extent of
its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Whole Loan Custodial Account that
are allocated to the Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the Non-Lead Master Servicer
will be required to reimburse each of the applicable Indemnified Parties for the Non-Lead Securitization Note’s pro rata
share of the insufficiency out of general funds in the collection account (or equivalent account) established under the Non-Lead
Securitization Servicing Agreement;


 


(iii)        the Non-Lead Certificate Administrator will be required to deliver to the Trustee, the Certificate Administrator, the Special
Servicer, the Master Servicer, the Operating Advisor (i) promptly following the Securitization of the Non-Lead Securitization Note,
notice of the deposit of the Non-Lead Securitization Note into a Securitization Trust (which notice shall also provide contact
information for the trustee, the certificate administrator, the Non-Lead Master Servicer, the special servicer and the


 






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party designated
to exercise the rights of the “Non-Controlling Pari Passu Noteholder” under this Agreement), accompanied by a certified
copy of the executed Non-Lead Securitization Servicing 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 “Non-Controlling Pari Passu Noteholder”
under this Agreement (together with the relevant contact information);


 


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


 


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


 


(h)         The Servicing Agreement shall provide that compensating interest payments as defined therein with respect to Note A-1, Note
A-2, Note A-3, Note A-4 and Note A-5 will be allocated by the Master Servicer among Note A-1, Note A-2, Note A-3, Note A-4 and
Note A-5, pro rata, in accordance with their respective principal amounts. The Master Servicer shall remit any compensating
interest payment in respect of the Non-Lead Securitization Note to the Non-Lead Securitization Noteholder.


 


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


 


(j)          Each Non-Lead Securitization Noteholder shall give each of the parties to the Servicing Agreement and the Note B Holder
(that will not also be a party to the related Non-Lead Securitization Servicing Agreement) notice of the Non-Lead Securitization
in writing (which may be by e-mail) promptly after the related Non-Lead Securitization Date. Such notice shall contain contact
information for each of the parties to the related Non-Lead Securitization Servicing Agreement. In addition, after the related
Non-Lead Securitization Date, the related Non-Lead Securitization Noteholder shall send a copy of the related Non-Lead Securitization
Servicing Agreement to each of the parties to the Servicing Agreement and the Note B Holder.


 


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


 






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such party that it has first requested, and not received, the documents from the master servicer, special servicer and custodian
for the applicable Non-Lead Securitization).


 


Section 3.          
Subordination of Note B; Payments Prior to a Sequential Pay Event. Note B and the rights of the Note B Holder to
receive payments of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject and
subordinate to Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5 and the right of the Note A-1 Holder, the Note A-2 Holder, the
Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder to receive payments of interest, principal and other amounts with
respect to Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5 as set forth herein. If no Sequential Pay Event, as determined by
the applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise
available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized
as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under
any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds
(other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to
the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions),
but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance
with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries
in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that
are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to
the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A-1 Holder (or its designee) and distributed
by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as
are set forth in the Servicing Agreement):


 


(a)          first, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro
rata, in an amount equal to the accrued and unpaid interest on the Note A-1 Principal Balance at the Net Note A-1 Rate, on the
Note A-2 Principal Balance at the Net Note A-2 Rate, on the Note A-3 Principal Balance at the Net Note A-3 Rate, on the Note A-4
Principal Balance at the Net Note A-4 Rate and on the Note A-5 Principal Balance at the Net Note A-5 Rate, respectively;


 


(b)          second, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro
rata, based on their outstanding Principal Balances, in an amount equal to the sum of (x) all scheduled principal payments
received, if any, with respect to such Monthly Payment Date with respect to the A Notes, and (y) any unscheduled principal payments
received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until their Principal Balances have
been reduced to zero;


 


(c)          third, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro
rata, based on their outstanding Principal Balances, up to the amount of any unreimbursed costs and expenses paid by such the
Note A-1


 






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Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and/or the Note A-5 Holder including any Recovered
Costs not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or
reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


 


(d)          fourth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder on
a pro rata and pari passu basis in an amount equal to the product of (i) the Percentage Interest of such Note multiplied by (ii)
the Note A-1 Relative Spread, the Note A-2 Relative Spread, the Note A-3 Relative Spread, the Note A-4 Relative Spread or the Note
A-5 Relative Spread, as applicable, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(e)          fifth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the
Net Note B Rate;


 


(f)           sixth, to the Note B Holder in an amount equal to the sum of (x) all scheduled principal payments received, if any, with
respect to such Monthly Payment Date with respect to Note B, and (y) any unscheduled principal payments received, if any, with
respect to such Monthly Payment Date with respect to the Mortgage Loan remaining after giving effect to the allocations in clause
(b) above, until the Note B Principal Balance has been reduced to zero;


 


(g)          seventh, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note multiplied by
(ii) the Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(h)          eighth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse
the Note B Holder for all such cure payments;


 


(i)          
ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts
required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of
the Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the reduction, if any, of
the Note B Principal Balance as a result of such Workout, plus interest on such amount at the related Note B Rate;


 


(j)           tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise
applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to
pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate
to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be
paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note B
Holder, pro rata based on their respective Percentage Interests; and


 


(k)          eleventh, 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 (a)-(j),


 






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any remaining amount shall be paid pro rata to the Note A-1 Holder, the Note
A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note B Holder in accordance with their respective
initial Percentage Interests.


 


Section 4.          
Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in
accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer
and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower
or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts
realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant
to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of
Monthly Payments, any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds
under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation
Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released
to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC
Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue
to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable
or reimbursable to any Servicer under Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any
Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to this Mortgage Loan pursuant to the Servicing
Agreement with respect to the Mortgage Loan, shall be distributed by the Servicer in the following order of priority without duplication
(and payments shall be made at such times as are set forth in the Servicing Agreement):


 


(a)          first, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro
rata, in an amount equal to the accrued and unpaid interest on the Note A-1 Principal Balance at the Net Note A-1 Rate, on the
Note A-2 Principal Balance at the Net Note A-2 Rate, on the Note A-3 Principal Balance at the Net Note A-3 Rate, on the Note A-4
Principal Balance at the Net Note A-4 Rate and on the Note A-5 Principal Balance at the Net Note A-5 Rate, respectively;


 


(b)          second, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in
an amount equal to all amounts allocated as principal on the Mortgage Loan, pro rata, based on their outstanding Principal Balances,
until their Principal Balances have been reduced to zero;


 


(c)          third, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder on
a pro rata and pari passu basis up to the amount of any unreimbursed costs and expenses paid by such the Note A-1 Holder, the Note
A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and/or the Note A-5 Holder including any Recovered Costs not previously reimbursed
to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the
Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


 






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(d)          fourth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder on
a pro rata and pari passu basis in an amount equal to the product of (i) the Percentage Interest of such Note multiplied by (ii)
the Note A-1 Relative Spread, the Note A-2 Relative Spread, the Note A-3 Relative Spread, the Note A-4 Relative Spread or the Note
A-5 Relative Spread, as applicable, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(e)          fifth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the
Net Note B Rate;


 


(f)           sixth, to the Note B Holder in an amount equal to all amounts allocated as principal on the Mortgage Loan with respect to
such Monthly Payment Date remaining after giving effect to the allocations in clause (b) above, until the Note B Principal Balance
has been reduced to zero;


 


(g)          seventh, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note multiplied by
(ii) the Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(h)          eighth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse
the Note B Holder for all such cure payments;


 


(i)          
ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts
required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of
the Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the reduction, if any, of
the Note B Principal Balance as a result of such Workout, plus interest on such amount at the related Note B Rate;


 


(j)           tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise
applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to
pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate
to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be
paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note B
Holder, pro rata, based on their respective Percentage Interests; and


 


(k)          eleventh, 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 (a)-(j), any remaining amount shall be paid pro rata to the Note A-1 Holder, the
Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note B Holder in accordance with their respective
Percentage Interests.


 






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Section 5.          
Administration of the Mortgage Loan.


 


(a)          Subject to this Agreement (including, without limitation, Section 5(f) below) and the Servicing Agreement and consistent
with the Servicing Standard, the Lead Securitization Noteholder (or any Servicer acting on behalf of the Lead Securitization Noteholder)
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 other
Noteholder shall have any voting, consent or other rights whatsoever with respect to the Lead Securitization Noteholder’s
administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to this Agreement and the
Servicing Agreement (including, without limitation, Section 5(f) below) and consistent with the Servicing Standard, the
Note B Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Lead Securitization
Noteholder (or any Servicer acting on behalf of the Lead Securitization Noteholder) the rights, if any, that such Note B Holder
has to, (i) call or cause the Lead Securitization Noteholder to call an Event of Default under the Mortgage Loan, or (ii) exercise
any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing or causing
the Lead Securitization Noteholder to file any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization
Noteholder (or any Servicer acting on behalf of the Lead Securitization Noteholder) shall not have any fiduciary duty to the Note
A-1 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder or the Note B Holder in connection with the administration
of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Noteholder from the obligation to make any disbursement
of funds as set forth herein).


 


Subject to Section
11 and Section 12 hereof, upon the Mortgage Loan becoming a Defaulted Mortgage Loan, the Note A-1 Holder, the Note A-3
Holder, the Note A-4 Holder and the Note A-5 Holder hereby acknowledge the right and obligation of the Lead Securitization Noteholder
(or the Special Servicer acting on behalf of the Lead Securitization Noteholder) to sell Note A-1, Note A-3, Note A-4 and Note
A-5 together with the Lead Securitization Note as notes evidencing one whole loan in accordance with the terms of the Servicing
Agreement. In connection with any such sale, the Special Servicer shall be required to sell Note A-1, Note A-2, Note A-3, Note
A-4 and Note A-5 together in the manner set forth in the Servicing Agreement.


 


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


 






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original Non-Lead Securitization Note endorsed in blank, to or at the direction of the Lead Securitization Noteholder in connection
with the consummation of any such sale.


 


The authority and obligation
of the Lead Securitization Noteholder to sell the Non-Lead Securitization Note, and the obligations of the Non-Lead Securitization
Noteholder to execute and deliver instruments or deliver the Non-Lead Securitization Note upon request of the Lead Securitization
Noteholder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which Lead Securitization
Note is repurchased by the Initial Note A-2 Holder from the trust fund established under the Lead Securitization Agreement in connection
with a material breach of representation or warranty made by the Initial Note A-2 Holder with respect to Lead Securitization Note
or material document defect with respect to the documents delivered by the Initial Note A-2 Holder with respect to the Lead Securitization
Note upon the consummation of the Lead Securitization. The preceding sentence shall not be construed to grant to the Non-Lead Securitization
Noteholder the benefit of any representation or warranty made by the Initial Note A-2 Holder or any document delivery obligation
imposed on the Initial Note A-2 Holder under any mortgage loan purchase and sale agreement, instrument of transfer or other document
or instrument that may be executed or delivered by the Initial Note A-2 Holder in connection with the Lead Securitization.


 


(b)          The administration of the Mortgage Loan shall be governed by this Agreement and the Servicing Agreement. Each Noteholder
agrees to be bound by the terms of the Servicing Agreement. The Lead Securitization Noteholder (or the Servicer on its behalf)
shall service the Mortgage Loan in accordance with the terms of this Agreement, including without limitation, the rights of the
Note B Holder set forth in Section 5(f) below and consistent with the Servicing Standard. Servicing of the Mortgage Loan
shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan, by the Special Servicer,
in each case pursuant to the Servicing Agreement and consistent with the Servicing Standard. Notwithstanding anything to the contrary
contained herein, in accordance with the Servicing Agreement, the Lead Securitization Noteholder shall cause the Master Servicer
and the Special Servicer to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account
the interests of each of the Noteholders as a collective whole (it being understood that the interest of the Note B Holder is subordinate
to Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5, subject to the terms and conditions of this Agreement, including without
limitation the rights of the Controlling Noteholder), and any Note B Holder who is not the Mortgage Loan Borrower or a Mortgage
Loan Borrower Related Party shall be deemed a third party beneficiary of such provisions of the Servicing Agreement. The foregoing
provisions of this Section 5(b) shall not limit or modify the rights of the Controlling Noteholder and/or the Controlling
Noteholder Representative to exercise their respective rights specifically set forth under this Agreement.


 


(c)          Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement
and this Agreement (including, without limitation, Sections 5(f) and 6), if the Lead Securitization Noteholder in
connection with a Workout of the Mortgage Loan modifies the terms thereof such that (i) the unpaid principal balance of the
Mortgage Loan is decreased, (ii) the Mortgage Loan Rate or scheduled amortization payments on such Mortgage Loan are reduced,
(iii) payments of interest or principal on such Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment


 






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(other than an increase in the Mortgage Loan Rate or increase in scheduled amortization payments) is made to any of the terms of
the Mortgage Loan, all payments to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note
A-5 Holder pursuant to Section 3 and Section 4, as applicable, shall be made as though such Workout did not occur, with
the payment terms of Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5 remaining the same as they are on the date hereof, the
full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such Workout shall
be borne by the Note B Holder (up to the amount otherwise due on Note B). Subject to the Servicing Agreement and this Agreement
(including without limitation Sections 5(f) and 6), in the case of any modification or amendment described above, the Lead
Securitization Noteholder will have the sole authority and ability to revise the payment provisions set forth in Section 3
and Section 4 above in a manner that reflects the subordination of Note B to Note A-1, Note A-2, Note A-3, Note A-4 and Note
A-5 with respect to the loss that is the result of such amendment or modification, including: (i) the ability to increase
the Note A-1 Percentage Interest, Note A-2 Percentage Interest, Note A-3 Percentage Interest, Note A-4 Percentage Interest and
Note A-5 Percentage Interest and to reduce the Note B Percentage Interest in a manner that reflects a loss in principal as a result
of such amendment or modification and (ii) the ability to change the Note A-1 Rate, the Note A-2 Rate, the Note A-3 Rate,
the Note A-4 Rate, the Note A-5 Rate and the Note B Rate, as applicable, in order to reflect a reduction in the Mortgage Loan Rate
of the Mortgage Loan but shall not be permitted to change the order of the clauses set forth in Sections 3 and 4 hereof. Notwithstanding
the foregoing, if any Workout, modification or amendment of the Mortgage Loan extends the original maturity date of the Mortgage
Loan, for purposes of this paragraph, the Balloon Payment will be deemed not to be due on the original maturity date of the Mortgage
Loan but will be deemed due on the extended maturity date of the Mortgage Loan.


 


(d)          All rights and obligations of the Lead Securitization Noteholder described hereunder may be exercised by the Servicers on
behalf of the Lead Securitization Noteholder in accordance with the Servicing Agreement and this Agreement.


 


(e)          If any Note is included as an asset of a REMIC, any provision of this Agreement to the contrary notwithstanding: (i) the
Mortgage Loan shall be administered such that the Notes shall each 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 Noteholders 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 interests of
the Noteholders 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 Noteholders
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 months after the earliest startup day of any REMIC which includes the Lead Securitization Note (or any portion thereof).
The Noteholders agree that the provisions of this Section 5(e) shall be effected by compliance by the Lead Securitization Noteholder
or its assignees with this Agreement or the Servicing Agreement or any other agreement which governs the administration of the
Mortgage


 






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Loan or the Lead Securitization Noteholder’s interests therein. All costs and expenses of compliance with this Section
5(e), to the extent that such costs and expenses relate to administration of a REMIC or to any determination respecting the amount,
payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, shall be borne by
the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder on a pro rata and pari
passu basis.


 


Anything herein or in
the Servicing Agreement to the contrary notwithstanding, in the event that one of the A-1 Note, the A-2 Note, the A-3 Note, the
A-4 Note or the A-5 Note is included in a REMIC and the other is not, such other Noteholder shall not be required to reimburse
such Noteholder that deposited its respective Note in the REMIC 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 Noteholders be reduced to offset or make-up any such
payment or deficit.


 


(f)    
(i) Subject to clauses (i) or (ii) below, if any consent, modification, amendment or waiver under or other action
in respect of a Mortgage (whether or not a Servicing Transfer Event has occurred and is continuing) that would constitute a Major
Decision has been requested or proposed, at least ten (10) Business Days prior to taking action with respect to such Major Decision
(or making a determination not to take action with respect to such Major Decision), the Servicer must receive the written consent
of the Controlling Noteholder (or its Controlling Noteholder Representative) before implementing a decision with respect to such
Major Decision.


 


(ii)       If
the Lead Securitization Noteholder (or the Special Servicer acting on its behalf) has not received a response from the Controlling
Noteholder (or its Controlling Noteholder Representative) with respect to such Major Decision within five (5) Business Days after
delivery of the notice of a Major Decision, the Lead Securitization Noteholder (or the Special Servicer acting on its behalf) shall
deliver an additional copy of the notice of a Major Decision in all caps bold 14-point font: “THIS IS A SECOND NOTICE. FAILURE
TO RESPOND WITHIN FIVE (5) BUSINESS DAYS OF THIS SECOND NOTICE WILL RESULT IN A LOSS OF YOUR RIGHT TO CONSENT WITH RESPECT TO THIS
DECISION.” and if the Controlling Noteholder (or its Controlling Noteholder Representative) fails to respond to the Lead
Securitization Noteholder (or the Special Servicer acting on its behalf) with respect to any such proposed action within five (5)
Business Days after receipt of such second notice, the Controlling Noteholder (or its Controlling Noteholder Representative), as
applicable, shall have no further consent rights with respect to the specific action set forth in such notice.


 


Notwithstanding the foregoing,
if a failure to take any such action at such time would be inconsistent with the Servicing Standard, the Servicer may take actions
with respect to such Mortgaged Property before obtaining the consent of the Controlling Noteholder (or its Controlling Noteholder
Representative) if the Servicer reasonably determines in accordance with


 






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the Servicing Standard that failure to take such actions
prior to such consent would materially and adversely affect the interest of the Noteholders, and the Servicer has made a reasonable
effort to contact the Controlling Noteholder (or its Controlling Noteholder Representative). The foregoing shall not relieve the
Lead Securitization Noteholder (or Servicer acting on its behalf) of its duties to comply with the Servicing Standard.


 


(iii)       Notwithstanding
the foregoing, the Lead Securitization Noteholder (or any Servicer acting on its behalf) shall not follow any advice or consultation
provided by the Controlling Noteholder (or its Controlling Noteholder Representative) that would require or cause the Lead Securitization
Noteholder (or any Servicer acting on its behalf) to violate any applicable law, including the REMIC Provisions, be inconsistent
with the Servicing Standard, require or cause the Lead Securitization Noteholder (or any Servicer acting on its behalf) to violate
provisions of this Agreement or the Servicing Agreement, require or cause the Lead Securitization Noteholder (or any Servicer acting
on its behalf) to violate the terms of the Mortgage Loan, or materially expand the scope of any Lead Securitization Noteholder’s
(or any Servicer acting on its behalf) responsibilities under this Agreement or the Servicing Agreement.


 


The Special Servicer
shall be required to provide copies to each Non-Controlling Noteholder of any notice, information and report that is required to
be provided to the Controlling Noteholder pursuant to the Servicing Agreement with respect to any Major Decisions or the implementation
of any recommended actions outlined in an Asset Status Report within the same time frame such notice, information and report is
required to be provided to the Controlling Noteholder (for this purpose, without regard to whether such items are actually required
to be provided to the Controlling Noteholder under the Servicing Agreement due to the occurrence of a Control Termination Event
or a Consultation Termination Event (as each such term is defined in the Servicing Agreement)), and (ii) the Special Servicer
will be required to consult with each Non-Controlling Noteholder on a strictly non-binding basis, to the extent having received
such notices, information and reports, each Non-Controlling Noteholder requests consultation with respect to any such Major Decisions
or the implementation of any recommended actions outlined in an Asset Status Report, and consider alternative actions recommended
by each Non-Controlling Noteholder; provided that after the expiration of a period of ten (10) Business Days from the delivery
to each Non-Controlling Noteholder by the Special Servicer of written notice of a proposed action, together with copies of the
notice, information and reports, the Special Servicer shall no longer be obligated to consult with such Non-Controlling Noteholders,
whether or not such Non-Controlling Noteholders have responded within such ten (10) Business Day period.


 


(g)          The Note B Holder, if it is the Controlling Noteholder shall be entitled to avoid its applicable Control Appraisal Period
caused by application of an Appraisal Reduction Amount upon satisfaction of the following (which must be completed within thirty
(30) days of the Servicer’s receipt of a third party Appraisal that indicates such Control Appraisal Period has occurred
(which such Appraisal the Special Servicer will be required to deliver to the Controlling Noteholder within two Business Days of
receipt by the Special Servicer of such third party Appraisal) together with the Special Servicer’s calculation of the Appraisal
Reduction Amount applicable to Note B: (i) such Controlling Noteholder shall have delivered Threshold Event Collateral as
a supplement to the appraised value of the Mortgaged Property, in the amount specified in clause (ii) below, to the Servicer, together
with documentation acceptable to the


 






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Servicer in accordance with the Servicing Standard to create and perfect a first priority
security interest in favor of the Servicer on behalf of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note
A-4 Holder and the Note A-5 Holder in such collateral (a) cash collateral for the benefit of, and acceptable to, the Servicer or
(b) an unconditional and irrevocable standby letter of credit with the Servicer as the beneficiary, issued by a bank or other financial
institutions the long term unsecured debt obligations of which are rated at least “AA” by S&P, “A”
by Fitch and “Aa2” by Moody’s or the short term obligations of which are rated at least “A-1+” by
S&P, “F-1” by Fitch and “P-1” by Moody’s (either (a) or (b), the “Threshold Event Collateral”),
and (ii) the Threshold Event Collateral shall be in an amount which, when added to the appraised value of the Mortgaged Property
as determined pursuant to the Servicing Agreement, would cause the applicable Control Appraisal Period not to occur. If the requirements
of this paragraph are satisfied by the Controlling Noteholder (a “Threshold Event Cure”), no Control Appraisal
Period caused by application of an Appraisal Reduction Amount shall be deemed to have occurred. If a letter of credit is furnished
as Threshold Event Collateral, the applicable Controlling Noteholder shall be required to renew such letter of credit not later
than thirty (30) days prior to expiration thereof or to replace such letter of credit with a substitute letter of credit or other
Threshold Event Collateral with an expiration date that is greater than forty-five (45) days from the date of substitution; provided,
however, that, if a letter of credit is not renewed prior to thirty (30) days prior to the expiration date of such letter
of credit, the letter of credit shall provide that the Servicer may (and at the direction of the applicable Controlling Noteholder,
shall) draw upon such letter of credit and hold the proceeds thereof as Threshold Event Collateral. If a letter of credit is furnished
as Threshold Event Collateral, the applicable Controlling Noteholder shall be required to replace such letter of credit with other
Threshold Event Collateral within 30 days if the credit ratings of the issuing entity are downgraded below the required ratings;
provided, however, that, if such Threshold Event Collateral is not so replaced, the Servicer shall draw upon such
letter of credit and hold the proceeds thereof as Threshold Event Collateral. The Threshold Event Cure shall continue until (i)
the appraised value of the Mortgaged Property plus the value of the Threshold Event Collateral would not be sufficient to prevent
a Control Appraisal Period from occurring; or (ii) the occurrence of a Final Recovery Determination. If the appraised value of
the Mortgaged Property, upon any redetermination thereof, is sufficient to avoid the occurrence of a Control Appraisal Period without
taking into consideration any, or some portion of, Threshold Event Collateral previously delivered by the Controlling Noteholder,
any or such portion of Threshold Event Collateral held by the Servicer shall promptly be returned to such Controlling Noteholder
(at its sole expense). Upon a Final Recovery Determination with respect to the Mortgage Loan, such Threshold Event Collateral shall
be available to reimburse each Noteholder for any realized loss pursuant to Sections 3 or 4, as applicable, with
respect to the Mortgage Loan after application of the net proceeds of liquidation, not in excess of the Note A-1 Principal Balance,
the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance
and the Note B Principal Balance, as the case may be, plus accrued and unpaid interest thereon at the applicable interest rate
and all other Additional Servicing Expenses reimbursable under this Agreement and under the Servicing Agreement. Any Threshold
Event Collateral shall be treated as an “outside reserve fund” for purposes of the REMIC Provisions and such property
(and the right to reimbursement of any amounts with respect thereto from a REMIC) shall be beneficially owned by the posting Noteholder
who shall be taxed on all income with respect thereto. The entire amount of Threshold Event Collateral, without a haircut or other
reduction,


 






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shall be considered in determining the sufficiency of such Threshold Event Collateral to avoid a Control Appraisal Period.


 


(h)          The Master Servicer or Special Servicer shall obtain appraisals that meet the requirements of, and at the times required
pursuant to, the terms of the Servicing Agreement.


 


(i)          
If an Event of Default under the Mortgage Loan has occurred and is continuing, the Special Servicer may, in accordance with
the terms and provisions of the Servicing Agreement elect to sell the Mortgage Loan, subject to the consent right of the Controlling
Noteholder (or its Controlling Noteholder Representative). Such sale may include each of Note A-1, Note A-2, Note A-3, Note
A-4 and Note A-5 and Note B as determined by the Special Servicer in accordance with the Servicing Standard (taking into account
the subordinate nature of Note B).


 


Section 6.          
Appointment of Controlling Noteholder Representative.


 


(a)          The Controlling Noteholder shall have the right at any time to appoint a representative to exercise its rights hereunder
(the “Controlling Noteholder Representative”). The Controlling Noteholder shall have the right in its sole discretion
at any time and from time to time to remove and replace the Controlling Noteholder Representative. When exercising its various
rights under Section 5 and elsewhere in this Agreement, the Controlling Noteholder may, at its option, in each case, act through
the Controlling Noteholder Representative. The Controlling Noteholder Representative may be any Person (other than the Mortgage
Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation, the Controlling Noteholder,
any officer or employee of the Controlling Noteholder, any Affiliate of the Controlling Noteholder or any other unrelated third
party. No such Controlling Noteholder Representative shall owe any fiduciary duty or other duty to any other Person (other than
the Controlling Noteholder). All actions that are permitted to be taken by the Controlling Noteholder under this Agreement may
be taken by the Controlling Noteholder Representative acting on behalf of the Controlling Noteholder and the Lead Securitization
Noteholder (and any Servicer) will accept such actions of the Controlling Noteholder Representative as actions of the Controlling
Noteholder. The Lead Securitization Noteholder (or any Servicer on its behalf) shall not be required to recognize any Person as
a Controlling Noteholder Representative until the Controlling Noteholder has notified the Lead Securitization Noteholder (and any
Servicer) of such appointment and, if the Controlling Noteholder Representative is not the same Person as the Controlling Noteholder,
the Controlling Noteholder Representative provides the Lead Securitization Noteholder (and any Servicer) with written confirmation
of its acceptance of such appointment, an address, any fax number and any email address 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, telephone numbers, any fax numbers and any email addresses).


 


(b)          Neither the Controlling Noteholder Representative nor the Controlling Noteholder will have any liability to the other Noteholders
or any other Person for any action taken, or for refraining from the taking of any action pursuant to this Agreement or the Servicing
Agreement, or for errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad
faith or gross negligence. The Noteholders agree that the Controlling


 






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Noteholder Representative and the Controlling Noteholder
may take or refrain from taking actions that favor the interests of one Noteholder over any other Noteholder, and that the Controlling
Noteholder Representative may have special relationships and interests that conflict with the interests of a Noteholder and, absent
willful misfeasance, bad faith or gross negligence on the part of the Controlling Noteholder Representative or such Controlling
Noteholder, as the case may be, agree to take no action against the Controlling Noteholder Representative, such Controlling Noteholder
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 Noteholder Representative nor such Controlling Noteholder 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 solely in the interests of any Noteholder.


 


(c)          If the Lead Securitization Noteholder is the Controlling Noteholder, the Note B Holder acknowledges and agrees all of the
aforementioned rights and obligations of the Controlling Noteholder and the Controlling Noteholder Representative set forth in
Section 5(f) and 5(g) and this Section 6 shall be exercisable by the Lead Securitization Noteholder (or the applicable Person
specified in the Servicing Agreement) to the extent set forth in the Servicing Agreement.


 


Section 7.          
Special Servicer. The Note B Holder (unless a Control Appraisal Period has occurred and is continuing) (or its
Controlling Noteholder Representative), at its expense (including, without limitation, the reasonable costs and expenses of counsel
to any third parties and costs and expenses of the terminated Special Servicer), shall have the right to appoint a replacement
Special Servicer with respect to the Mortgage Loan. The Note B Holder (unless a Control Appraisal Period has occurred and
is continuing) (or its Controlling Noteholder Representative) shall be entitled to terminate the rights and obligations of the
Special Servicer under the Servicing Agreement, with or without cause, upon at least ten (10) Business Days’ prior written
notice to the Special Servicer (provided, however, that the Note B Holder (unless a Control Appraisal Period
has occurred and is continuing) and/or Controlling Noteholder Representative shall not be liable for any termination or similar
fee in connection with the removal of the Special Servicer in accordance with this Section 7); such termination not be effective
unless and until (A) each Rating Agency delivers a Rating Agency Confirmation (to the extent any portion of the Mortgage Loan has
been securitized); (B) the initial or successor Special Servicer has assumed in writing (from and after the date such successor
Special Servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under
the Servicing Agreement from and after the date it becomes the Special Servicer as they relate to the Mortgage Loan pursuant to
an assumption agreement reasonably satisfactory to the Trustee; and (C) the Trustee shall have received an opinion of counsel reasonably
satisfactory to the Trustee to the effect that (x) the designation of such replacement to serve as Special Servicer is in compliance
with the Servicing Agreement, (y) such replacement will be bound by the terms of the Servicing Agreement with respect to such Mortgage
Loan and (z) subject to customary qualifications and exceptions, the applicable Servicing Agreement will be enforceable against
such replacement in accordance with its terms. The Lead Securitization Noteholder shall promptly provide copies to any terminated
Special Servicer of the documents referred to in the preceding sentence. Prior to the Lead Securitization, if the Mortgage Loan
becomes a Specially Serviced Mortgage Loan, and if not later than thirty (30) days after the


 






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Mortgage Loan becomes a Specially
Serviced Mortgage Loan the Note B Holder (unless a Control Appraisal Period has occurred and is continuing) (or its Controlling
Noteholder Representative) elects to replace the Special Servicer, then each Noteholder agrees that no liquidation fees or workout
fees shall be payable to the Special Servicer being replaced, unless such Special Servicer shall have either successfully completed
a workout or a liquidation, in which case such fees shall be payable as provided herein.


 


Section 8.          
Payment Procedure.


 


(a)          The Lead Securitization Noteholder (or the Servicer on its behalf), in accordance with the priorities set forth in Section
3 or 4, as applicable, and subject to the terms of the Servicing Agreement, will deposit or cause to be deposited all payments
allocable to the Notes to the Collection Account or Whole Loan Custodial Account for the Notes established pursuant to the Servicing
Agreement. The Lead Securitization Noteholder (or the Servicer on its behalf) shall establish a segregated sub-account for amounts
due to the each Noteholder. The Lead Securitization Noteholder (or the Servicer acting on its behalf) shall deposit such amounts
to the applicable account within two (2) Business Days following the Lead Securitization Noteholder’s (or the Servicer’s
acting on its behalf) receipt of properly identified and available funds from or on behalf of the Mortgage Loan Borrower.


 


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


 


(c)          If, for any reason, the Lead Securitization Noteholder (or the Servicer on its behalf) makes any payment to the Note B Holder
before the Lead Securitization Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood
that the Lead Securitization Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization
Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within three (3) Business Days of its payment
to the Note B Holder, such Note B Holder will, at the Lead Securitization Holder’s (or the Servicer’s on its behalf)
request, promptly return that payment to the Lead Securitization Noteholder (or the Servicer on its behalf).


 


(d)          Each Noteholder 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


 






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share thereof, it will promptly remit such excess to the Lead Securitization Holder (or the
Servicer on its behalf) subject to this Agreement and the Servicing Agreement and to be distributed pursuant to the terms of this
Agreement. The Lead Securitization Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder
from the Note B Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note B Holder,
as applicable, under the Mortgage Loan, provided, that each Noteholder’s obligations under this Section 8 are separate
and distinct obligations from one another and in no event shall the Lead Securitization Noteholder (or the Servicer on its behalf)
enforce the obligations of one Noteholder against another Noteholder. Each Noteholder’s obligations under this Section 8
constitute absolute, unconditional and continuing obligations.


 


Section 9.          
Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf)
shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful
misconduct or breach of this Agreement on the part of such Noteholder.


 


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


 


The Note B Holder acknowledges
that, subject to the terms and conditions hereof and the obligation of any Non-Lead Noteholder (including any Non-Lead Servicer)
to comply with, and except as otherwise required by, the Servicing Standard (as if such standard was applicable to the Non-Lead
Noteholder as a “servicer” thereunder), the Non-Lead Noteholder (including any Non-Lead Servicer) may exercise, or
omit to exercise, any rights that the Non-Lead Noteholder may have under this Agreement and the Servicing Agreement in a manner
that may be adverse to the interests of the Note B Holder and that the Non-Lead Noteholder (including any Non-Lead Servicer) shall
have no liability whatsoever to the Note B Holder in connection with the Non-Lead Noteholder’s exercise of rights or any
omission by the Non-Lead Noteholder to exercise such rights other than as described above; provided, however, that
the Non-Lead Servicer must act in accordance with the servicing standard under the Non-Lead Securitization Servicing Agreement.


 


Each Noteholder acknowledges
that, subject to the terms and conditions hereof, any other Noteholder may exercise, or omit to exercise, any rights that such
Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the other
Noteholders and that such Noteholder shall have no liability whatsoever to any other Noteholder in connection with the such Noteholder’s
exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder
shall not be


 






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protected against any liability to any other Noteholder that would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence.


 


Section 10.             
Bankruptcy. Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder hereby covenants
and agrees that only the Lead Securitization Noteholder (or the Servicer on its behalf) 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. Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder further agrees that
only the Lead Securitization Noteholder, as a creditor, 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 Noteholders hereby appoint the Lead Securitization Noteholder
as their agent, and grant to the Lead Securitization Noteholder 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 each of the Note A-2
Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note B Holder and the Controlling Noteholder 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 Noteholders, hereby agree that, upon the request of the Lead Securitization Noteholder
but subject to the provisions of Section 5(f), such Noteholder shall execute, acknowledge and deliver to the Lead Securitization
Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Noteholder may reasonably request
for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by any Servicer in connection
with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.


 


Section 11.             
Cure Rights of Note B Holder.


 


(a)          Subject to Section 11(b) below, and prior to a Note B Holder Control Appraisal Period, in the event that the Mortgage Loan
Borrower fails to make any payment of principal or interest on the Mortgage Loan by the end of the applicable grace period (the
“Grace Period”) for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary
Default”), the Lead Securitization Noteholder shall provide written notice to the Note B Holder and the Controlling Noteholder
Representative of such default (the “Monetary Default Notice”). The Note B Holder shall have the right, but
not the obligation, to cure such Monetary Default within ten (10) days after receiving the Monetary Default Notice (the “Cure
Period”) and at no other times. The Monetary Default Notice shall contain a statement that the Note B Holder’s
or the Controlling Noteholder Representative’s failure to cure such Monetary Default within ten (10) days after receiving
such notice will result in the termination of the right to cure such Monetary Default. At the time a payment is made to cure a
Monetary Default, the Note B


 






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Holder shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether
or not recoverable with respect to Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note B, including principal and interest
advances made with respect to any Notes under the Non-Lead Securitization Servicing Agreement), Advance Interest Amounts, any unpaid
fees to any Servicer and any Additional Servicing Expenses. The Note B Holder shall not be required, in order to effect a cure
hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists
for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by the
Lead Securitization Noteholder or any Non-Lead Securitization Noteholder (including for purposes of (i) the definition of
“Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage
Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar
legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage
Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder from collecting Default Interest
or late charges from the Mortgage Loan Borrower. Any amounts advanced by a Noteholder on behalf of the Mortgage Loan Borrower to
effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable.


 


(b)          Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder’s right to cure under Section
11(a) shall be limited to a combined total of six (6) cures of Monetary Defaults, no more than three (3) of which may be consecutive,
or six (6) Non-Monetary Defaults over the term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent
of the Lead Securitization Noteholder.


 


(c)          No action taken by the Note B Holder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower
of its obligations under the Mortgage Loan Documents and the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3
Holder’s, the Note A-4 Holder’s and the Note A-5 Holder’s rights under the Mortgage Loan Documents shall not
be waived or prejudiced by virtue of the Note B Holder’s actions under this Agreement. Subject to the terms of this Agreement,
the Note B Holder shall be subrogated to the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3 Holder’s,
the Note A-4 Holder’s and the Note A-5 Holder’s rights to any payment owing to the Note A-1 Holder, the Note A-2 Holder,
the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder for which the Note B Holder makes a cure payment as permitted
under this Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until 91 days after the
Note is paid in full.


 


(d)          Prior to a Note B Holder Control Appraisal Period, if an Event of Default (other than a Monetary Default) occurs and is
continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder
shall provide notice of such Non-Monetary Default to the Note B Holder and the Controlling Noteholder Representative of such Non-Monetary
Default (the “Non-Monetary Default Notice”) and the Note B Holder shall have the right, but not the obligation,
to cure such Non-Monetary Default until the later of (a) the same period of time as the Mortgage Loan Borrower under the Mortgage
Loan Documents, without regard for the date of receipt by the Note B Holder of the Non-Monetary Default Notice, and (b) at least
30 days from the date of such Non-Monetary Default, to cure such Non-Monetary Default; provided, however, if such
Non-Monetary Default is susceptible of cure but cannot


 






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reasonably be cured within such period and if curative action was promptly
commenced and is being diligently pursued by the Note B Holder, the Note B Holder (unless a Control Appraisal Period has occurred
and is continuing) shall be given an additional period of time as is reasonably necessary to enable the Note B Holder in the exercise
of due diligence to cure such Non-Monetary Default for so long as (i) the Note B Holder diligently and expeditiously proceeds to
cure such Non-Monetary Default, (ii) the Note B Holder makes all cure payments that it is permitted to make in accordance with
the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv) such
Non-Monetary Default is not caused by an Insolvency Proceeding or during such period of time that the Note B Holder has to cure
a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”), an Insolvency
Proceeding does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage
Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted
cure. The Non-Monetary Default Notice shall contain a statement that the Note B Holder’s or the Controlling Noteholder Representative’s
failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will
result in the termination of the right to cure such Non-Monetary Default. The Note B Holder shall not contact the Mortgage Loan
Borrower in order to effect any cures under Sections 11(a) or this 11(d) without the prior written consent of the Lead Securitization
Noteholder.


 


Section 12.             
Purchase of Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5 By Note B Holder. The Note B Holder shall have the
right, by written notice to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5
Holder (a “Noteholder Purchase Notice”), delivered at any time an Event of Default under the Mortgage Loan has
occurred and is continuing, to purchase, in immediately available funds, Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5 in
whole but not in part at the applicable Defaulted Mortgage Loan Purchase Price. For avoidance of doubt, if the Note B Holder elects
to exercise its right to purchase a Note pursuant to this Section 12, it must purchase each of Note A-1, Note A-2, Note A-3, Note
A-4 and Note A-5. Upon the delivery of the Noteholder Purchase Notice to the Note A-1 Holder, the Note A-2 Holder, the Note A-3
Holder, the Note A-4 Holder and the Note A-5 Holder, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4
Holder and the Note A-5 Holder shall sell (and the Note B Holder shall purchase) Note A-1, Note A-2, Note A-3, Note A-4 and Note
A-5 (including, without limitation, any Notes therein) at the applicable Defaulted Mortgage Loan Purchase Price, on a date (the
“Defaulted Note Purchase Date”) not less than ten (10) days and not more than forty-five (45) days after the
date of the Noteholder Purchase Notice, as shall be mutually established by the Lead Securitization Noteholder and the Note B Holder.
The Noteholder Purchase Notice shall contain a statement that the Note B Holder’s failure to purchase the Note A-1, Note
A-2, Note A-3, Note A-4 and Note A-5 on a Defaulted Note Purchase Date will result in the termination of such right. The Note B
Holder agrees that the sale of Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5 shall comply with all requirements of the Servicing
Agreement and that all costs and expenses related thereto shall be paid by the Note B Holder. The Defaulted Mortgage Loan Purchase
Price shall be calculated by the Lead Securitization Noteholder (or the Servicer on its behalf) three (3) Business Days prior to
the Defaulted Note Purchase Date (and such calculation shall be accompanied by a listing of all amounts included in the Defaulted
Mortgage Loan Purchase Price and reasonably detailed back-up documentation explaining how such price was determined), and


 






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shall,
absent manifest error, be binding upon the Note B Holder. Concurrently with the payment to the Note A-1 Holder, the Note A-2 Holder,
the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in immediately available funds of its respective portion of the
applicable Defaulted Mortgage Loan Purchase Price, the Note A-1 Holder, Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder
and the Note A-5 Holder will execute at the sole cost and expense of the Note B Holder in favor of the Note B Holder assignment
documentation which will assign Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5, as applicable, and the Mortgage Loan Documents
without recourse, representations or warranties (except the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note
A-4 Holder and the Note A-5 Holder, as applicable, will represent and warrant that it had good and marketable title to, was the
sole owner and holder of, and had power and authority to deliver the Mortgage Loan or Note, as applicable, free and clear of all
liens and encumbrances (other than the interest created by Note B)). The right of the Note B Holder to purchase Note A-1, Note
A-2, Note A-3, Note A-4 and Note A-5 shall automatically terminate upon a foreclosure sale, sale by power of sale or delivery of
a deed in lieu of foreclosure with respect to the Mortgaged Property (and the Lead Securitization Noteholder shall give the Note
B Holder ten (10) days’ prior written notice of its intent with respect to such action). Notwithstanding the foregoing
sentence, if title to the Mortgaged Property is transferred to the Lead Securitization Noteholder (or a designee on its behalf),
in a manner commonly known as “the borrower turning over the keys” and not otherwise in connection with a consummation
by the Lead Securitization Noteholder of a foreclosure sale or sale by power of sale or acceptance of a deed in lieu of foreclosure,
less than ten (10) days after the acceleration of the Mortgage Loan, the Lead Securitization Noteholder shall notify the Note
B Holder of such transfer and the Note B Holder shall have a fifteen (15) day period from the date of such notice from the
Lead Securitization Noteholder to deliver the Noteholder Purchase Notice to the Note A-1 Holder, the Note A-2 Holder, the Note
A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, in which case the Note B Holder will be obligated to purchase the Mortgaged
Property, in immediately available funds, within such fifteen (15) day period at the applicable Defaulted Mortgage Loan Purchase
Price.


 


Section 13.              Representations
of the Note B Holder. The Note B Holder, for itself only, represents, and it is specifically understood and agreed, that
it is acquiring Note B for its own account in the ordinary course of its business and the Note A-1 Holder, the Note A-2
Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder shall otherwise have no liability or
responsibility to the Note B Holder except as expressly provided herein or for actions that are taken or omitted to be taken
by the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder that constitute
gross negligence or willful misconduct or that constitute a breach of this Agreement. The Note B 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 its charter or any law or contractual restriction
binding upon the Note B Holder, and that this Agreement is the legal, valid and binding obligation of the Note B Holder
enforceable against the Note B 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. The Note B Holder, for itself only, represents and warrants that it is


 






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duly organized, validly existing, in
good standing and possesses of all licenses and authorizations necessary to carry on its business. The Note B Holder, for
itself only, represents and warrants that (a) this Agreement has been duly executed and delivered by the Note B Holder, (b)
to the Note B 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 the
Note B Holder have been obtained or made and (c) to the Note B Holder’s actual knowledge, there is no pending
action, suit or proceeding, arbitration or governmental investigation against the Note B Holder, an adverse outcome of which
would materially and adversely affect its performance under this Agreement.


 


The Note B Holder acknowledges
that the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder do not owe the
Note B Holder any fiduciary duty with respect to any action taken under the Mortgage Loan Documents and, except as provided herein,
need not consult with the Note B Holder with respect to any action taken by the Note A-1 Holder, the Note A-2 Holder, the Note
A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in connection with the Mortgage Loan.


 


The Note B Holder expressly
and irrevocably waives for itself and any Person claiming through or under the Note B Holder any and all rights that it may have
under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law which purports
to give a junior loan Noteholder the right to initiate any loan enforcement or foreclosure proceedings.


 


Section 14.              Representations
of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder. Each of
the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder represents and
warrants that the execution, delivery and performance of this Agreement is within its respective corporate powers, has been
duly authorized by all necessary corporate action, and does not contravene the Note A-1 Holder’s, the Note
A-2 Holder’s, the Note A-3 Holder’s, the Note A-4 Holder’s and the Note A-5 Holder’s charter or any
law or contractual restriction binding upon the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4
Holder and the Note A-5 Holder, and that this Agreement is the legal, valid and binding obligation of each of the Note A-1
Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder enforceable against it in
accordance with its terms. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the
Note A-5 Holder represents and warrants that it is duly organized, validly existing, in good standing and possession of all
licenses and authorizations necessary to carry on its respective business. Each of the Note A-1 Holder, the Note A-2 Holder,
the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder represents and warrants that (a) this Agreement has been
duly executed and delivered by each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and
the Note A-5 Holder, (b) to each of the Note A-1 Holder’s and Note A-2 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 each of the Note A-1 Holder and Note A-2 Holder have been obtained
or made and (c) to each of the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3 Holder’s, the Note
A-4 Holder’s and the Note A-5 Holder’s actual knowledge, there is no pending action, suit or proceeding,
arbitration or governmental investigation against the Note A-


 






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1 Holder, the Note
A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, an adverse outcome of which would materially
and adversely affect its performance under this Agreement.


 


Section 15.              Independent
Analysis of the Note B Holder. The Note B Holder acknowledges that it has, independently and without reliance upon the
Initial Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder, except with
respect to the representations and warranties provided by the Initial Note A-1 Holder, the Note A-2 Holder, the Note A-3
Holder, the Note A-4 Holder herein, and based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to purchase the Note B and the Note B Holder accepts responsibility therefor. The Note B
Holder hereby acknowledges that, other than the representations and warranties provided herein, the Note A-1 Holder, the Note
A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder have made no representations or warranties with
respect to the Mortgage Loan, subject to such representations and warranties as provided by the Note A-1 Holder, the Note A-2
Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder herein, and that the Note A-1 Holder, the Note A-2
Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder shall have no responsibility for (i) the
collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents
or the title insurance policy or policies or any survey furnished or to be furnished to the Note A-1 Holder, the Note A-2
Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in connection with the origination of the Mortgage
Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents,
or (iv) the financial condition of the Mortgage Loan Borrower. The Note B Holder assumes all risk of loss in connection with
respect to the Note B except as specifically set forth herein.


 


Section 16.             
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 among any of the Noteholders as a partnership, association,
joint venture or other entity. The Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note
A-5 Holder shall have no obligation whatsoever to offer to the Note B Holder the opportunity to purchase a Note interest in any
future loans originated by the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5
Holder or their Affiliates and if the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note
A-5 Holder chooses to offer to the Note B Holder the opportunity to purchase a Note interest in any future mortgage loans originated
by the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder or their Affiliates,
such offer shall be at such purchase price and interest rate as the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder,
the Note A-4 Holder or the Note A-5 Holder chooses, in its sole and absolute discretion. The Note B Holder shall not have any obligation
whatsoever to purchase from the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5
Holder a Note interest in any future loans originated by the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note
A-4 Holder or the Note A-5 Holder or their Affiliates.


 






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Section 17.             
Not a Security. Note B shall not be deemed to be a security within the meaning of the Securities Act of 1933 or the
Securities Exchange Act of 1934.


 


Section 18.             Other Business Activities of the Noteholders. Each Noteholder acknowledges that each other Noteholder or its Affiliates
may make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or
any direct or indirect parent or Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership
interests in the Mortgage Loan Borrower or any Affiliate thereof or any entity that is a holder of a preferred equity interest
in the Mortgage Loan Borrower or any Affiliate thereof (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 19.             
Sale of the Notes.


 


(a)          The Note B Holder agrees that it will not Transfer all or any portion of the Note B except that the Note B Holder shall
have the right to Transfer its respective Note, or any portion thereof, (i) to a Qualified Institutional Lender, provided, that
promptly after the Transfer the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5
Holder are provided with (x) a representation from a transferee or such Note B Holder certifying that such transferee is a Qualified
Institutional Lender, (y) a copy of the assignment and assumption agreement referred to in Section 20 and (z) such transfer would
not cause the Note B to be held by more than five persons nor cause there to be no one person owning a majority of the Note B and
(ii) to an entity that is not a Qualified Institutional Lender; provided that with respect to the foregoing subclause (ii), the
Note B Holder obtains (1) prior to a Securitization, the consent of the Lead Securitization Noteholder and (2) after a Securitization,
Rating Agency Confirmation (and for avoidance of doubt, no consent of the Lead Securitization Noteholder shall be required after
a Securitization); provided that in each of case (1) and (2), (x) promptly after the Transfer the Lead Securitization Noteholder
is provided with a copy of the assignment and assumption agreement referred to in Section 20 and (y) such transfer would not cause
the Note B to be held by more than five persons nor cause there to be no one person owning a majority of the Note B. If the Note
B is held by more than one Note B Holder at any time, the holders of a majority of the Note B Principal Balance shall immediately
appoint a representative to exercise all rights of the Note B hereunder. Notwithstanding the foregoing, without the Note A-1 Holder’s,
the Note A-2 Holder’s, the Note A-3 Holder’s, the Note A-4 Holder’s and the Note A-5 Holder’s prior consent,
which may be withheld in the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3 Holder’s, the Note A-4 Holder’s
and the Note A-5 Holder’s, the Note B Holder shall not Transfer all or any portion of the Note B to the Mortgage Loan Borrower
or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the
purported transferee. The Note B Holder agrees it will pay the expenses of the Lead Securitization Noteholder (including all expenses
of the Master Servicer and the Special Servicer) in connection with any such Transfer.


 


(b)          Notwithstanding the foregoing, the Note B Holder shall have the right, without the need to obtain the consent of the Note
A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder or any other Person, to Transfer
49% or


 






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less (in the aggregate) of its interest in the Note B to any Person; provided that any such Transfer shall be made
in accordance with the terms of this Section 19; provided, further that the Note B Holder shall not Transfer
all or any portion of the Note B to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer
shall be void ab initio, absolutely null and void and shall vest no rights in the purported transferee. All Transfers under Section
19(a) and (b) shall be made upon written notice to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4
Holder or the Note A-5 Holder not later than the date of such Transfer, and each transferee shall (i) execute an assignment
and assumption agreement whereby such transferee assumes all or a ratable portion, as the case may be, of the obligations of the
Note B Holder hereunder with respect to the Note B from and after the date of such assignment (or, in the case, of a pledge, collateral
assignment or other encumbrance made in accordance with Section 19(e) by the Note B Holder of the Note B solely as security for
a loan to the Note B Holder made by a third-party lender whereby the Note B Holder remains fully liable under this Agreement, on
or before the date on which such third-party lender succeeds to the rights of the Note B Holder by foreclosure or otherwise, such
third-party lender executes an agreement that such lender shall be bound by the terms and provisions of this Agreement and the
obligations of the Note B Holder hereunder) and (ii) agree in writing to be bound by the Servicing Agreement, unless the Servicing
Agreement is not then in effect with respect to the Mortgage Loan, in which event the parties will enter into or agree to be bound
by any replacement servicing agreement therefor in accordance with the provisions hereof. Upon the consummation of a Transfer of
all or any portion of the Note B in accordance with this Agreement, the transferring Person shall be released from all liability
arising under this Agreement with respect to the Note B (or the portion thereof that was the subject of such Transfer), for the
period after the effective date of such Transfer (it being understood and agreed that the foregoing release shall not apply in
the case of a sale, assignment, transfer or other disposition of a participation interest in the Note B as described in clause (c)
below). In connection with any such permitted transfer of a portion of the Note B and for all purposes of this Agreement, the Note
A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder need only recognize the majority
holder of the Note B for purposes of notices, consents and other communications between the Note A-1 Holder, the Note A-2 Holder,
the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder and such majority holder of the Note B shall be the only Person
authorized hereunder to exercise any rights of the Note B Holder under this Agreement; provided, however, the majority
holder of the Note B may from time to time designate any other Person as an additional party entitled to receive notices, consents
and other communications and/or to exercise rights on behalf of the Note B Holder hereunder by delivering written notice thereof
to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, and, from and after
delivery of such notice, such designee shall be so authorized hereunder and shall be the only party entitled to receive such notices,
consents and such other communications and/or to exercise such rights.


 


(c)          In the case of any sale, assignment, transfer or other disposition of a participation interest in a Note, (i) such
Noteholder’s obligations under this Agreement shall remain unchanged, (ii) such Noteholder shall remain solely responsible
for the performance of such obligations, (iii) the other Noteholder and any Persons acting on its behalf shall continue to
deal solely and directly with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement
and the Servicing Agreement, and (iv) all amounts payable hereunder shall be determined as if such Noteholder had not sold such
participation interest;


 






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provided, however, that if the applicable participant is a Qualified Institutional Lender
(and delivers to the other Noteholder a certification from an authorized officer confirming its status as a Qualified Institutional
Lender), such Noteholder, by written notice to the other Noteholder, may delegate to such participant such Noteholder’s right
to exercise the rights of the Controlling Noteholder hereunder and under the Servicing Agreement; provided, further,
however, that upon the occurrence of a Control Appraisal Period with respect to the Note B, the aforesaid delegation of
rights shall terminate and be of no further force and effect.


 


(d)          Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, shall
have the right to Transfer all or any portion of Note A-1, Note A-2, Note A-3, Note A-4 or Note A-5, as applicable without the
prior consent of the Note B Holder (i) with respect to Note A-2, Note A-3, Note A-4 or Note A-5 prior to an Event of Default, to
any party other than the Mortgage Loan Borrower or any Mortgage Loan Borrower Related Party and (ii) after an Event of Default,
to any party, including the Mortgage Loan Borrower and any Mortgage Loan Borrower Related Party; provided, however,
that following any Transfer of Note A-1, Note A-2, Note A-3, Note A-4 or Note A-5, the Mortgage Loan continues to be serviced in
its entirety pursuant to the Servicing Agreement by a Servicer unaffiliated with Mortgage Loan Borrower. For the avoidance of doubt,
the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder (and any Servicer on
their behalf) shall not have any right to Transfer or cause the Transfer of the Note B.


 


(e)          Notwithstanding any other provision hereof, any Noteholder may pledge (a “Pledge”) its Note to any entity
(other than the Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit or repurchase facility to such Noteholder
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 19(e), it being further agreed that a financing provided by a Note Pledgee to a Noteholder or any
person which Controls such Noteholder that is secured by such Noteholder’s interest in the applicable 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 the pledged Note without (a) prior to Securitization, the consent of each
other Noteholder and (b) after Securitization, Rating Agency Confirmation. Upon written notice by the applicable Noteholder to
the other Noteholders and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee),
each of the other Noteholders agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee
written notice of any default by the pledging Noteholder in respect of its obligations under this Agreement of which default such
Noteholder has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) Business Days to cure a default
by the pledging Noteholder in respect of its obligations to the other Noteholder hereunder, but such Note Pledgee shall not be
obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement shall be
effective against such Note Pledgee without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld,
conditioned or delayed; (iv) that such other Noteholder shall give to such Note Pledgee copies of any notice of default under
this Agreement simultaneously with the giving of same to the pledging Noteholder and accept any cure thereof by such Note Pledgee
which such pledging Noteholder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging
Noteholder; (v) that such other Noteholder shall deliver to Note Pledgee such estoppel


 






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certificate(s) as Note Pledgee shall
reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to such other Noteholder;
and (vi) that, upon written notice (a “Redirection Notice”) to the other Noteholders and any Servicer by
such Note Pledgee that the pledging Noteholder is in default, beyond any applicable cure periods, under the pledging Noteholder’s
obligations to such Note Pledgee pursuant to the applicable credit agreement between the pledging Noteholder and such Note Pledgee
(which notice need not be joined in or confirmed by the pledging Noteholder), and until such Redirection Notice is withdrawn or
rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Noteholder or Servicer would otherwise
be obligated to pay to the pledging Noteholder from time to time pursuant to this Agreement or any Servicing Agreement. Any pledging
Noteholder hereby unconditionally and absolutely releases the other Noteholders and any Servicer from any liability to the pledging
Noteholder on account of any Noteholder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer
or any such other Noteholder to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights
and remedies against the pledging Noteholder 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 Noteholders and any Servicer shall recognize such Note
Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional
Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor
and assigns, as the successor to the pledging Noteholder’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 Noteholder 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 19(e) shall remain effective as to
any Noteholder (and any Servicer) unless and until such Note Pledgee shall have notified any such Noteholder (and any Servicer,
as applicable) in writing that its interest in the pledged Note has terminated.


 


(f)           Notwithstanding any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified
Institutional Lender provides financing to a Noteholder then such Noteholder 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 Noteholder to finance the acquisition
and holding of its Note will require a third party (the “Conduit Credit Enhancer”) to provide credit enhancement;


 


(ii)          The Conduit Credit Enhancer and conduit manager (if Moody’s rates the Securitization) will be a Qualified Institutional
Lender;


 


(iii)         Such Noteholder will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the applicable
Note to the Conduit as collateral for the Conduit Inventory Loan;


 


(iv)         The Conduit Credit Enhancer and the Conduit will agree that, if such Noteholder defaults under the Conduit Inventory Loan,
or if the Conduit is unable to


 






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refinance its outstanding commercial paper even if there is no default by such Noteholder, the Conduit
Credit Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of such Noteholder’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 the consent
of each other Noteholder, have any greater right to acquire the interests in the Note pledged by such Noteholder, 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 20.             
Registration of Transfer. 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 whereby such transferee assumes all
of the obligations of the applicable Noteholder hereunder with respect to such Note thereafter accruing and agrees to be bound
by the terms of this Agreement, including the restriction on Transfers set forth in Section 19, from and after the date of such
assignment. Notwithstanding the preceding sentence, a Trustee shall not be required to execute an assignment and assumption agreement
in connection with any Transfer of a Note if the obligations are assumed pursuant to the Servicing Agreement. 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 19 and this Section 20. Any such purported transfer shall be absolutely
null and void and shall vest no rights in the purported transferee. Each Noteholder desiring to effect such transfer shall, and
does hereby agree to, indemnify the Agent and any other Noteholder against any liability that may result if the transfer is not
made in accordance with the provisions of this Agreement. Upon a Securitization of the Lead Securitization Note, the Certificate
Administrator shall automatically become and be the Agent.


 


Section 21.             
Registration of the Notes. 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 Section 20, and the principal amounts (and stated interest) of the Note owing to each such Noteholder, shall be registered in
the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder thereof
for all purposes of this Agreement, except in the case of the Initial Noteholders who may hold their Notes through a nominee. Upon
request of a Noteholder, the Agent shall provide such party with the names and addresses of the Noteholders. To the extent another
party is appointed as Agent hereunder, the Noteholders hereby designate such person as its agent under this Section 21 solely for
purposes of maintaining the Note Register. The parties intend for the Mortgage Loan to be in registered form for federal income
tax purposes under Section 5f.103-1(c) of the United States Treasury Regulations.


 


Section 22.             
Statement of Intent. The Agent and each Noteholder intend that the Notes be classified, and the arrangement hereby
be maintained, in a manner consistent with rules applicable to a grantor trust under subpart E, part I of subchapter J of chapter
1 of the Code


 






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that is a fixed investment trust within the meaning of Treasury Regulation §301.7701-4(c), and the parties will
not take any action inconsistent with such classification. It is neither the purpose nor the intent of this Agreement to create
a partnership, joint venture, “taxable mortgage pool” or association taxable as a corporation among the parties.


 


Section 23.             
No Pledge. This Agreement shall not be deemed to represent a pledge of any interest in any Mortgage Loan by the Noteholders.
Except as otherwise provided in this Agreement and the Servicing Agreement, the Note B Holder shall not have any interest in any
property taken as security for any Mortgage Loan, provided, however, that if any such property or the proceeds of
any sale, lease or other disposition thereof shall be received, then the Note B Holder shall be entitled to receive its share of
such application in accordance with the terms of this Agreement and/or the Servicing Agreement.


 


Section 24.             
Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED
TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND
DUTIES 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. 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 25.             
Submission To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


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


 


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


 


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


 






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


 


Section 26.             
Modifications; Amendment. This Agreement shall not be modified, cancelled or terminated except by an instrument in
writing signed by each Noteholder. Additionally, for as long as any Note is contained in a Securitization Trust, the Noteholders
shall not amend or modify this Agreement without first receiving a Rating Agency Confirmation; provided that no such confirmation
from the Rating Agencies shall be required in connection with a modification or amendment (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 Servicing
Agreement, (ii) entered into pursuant to Section 38 of this Agreement or (iii) to correct or supplement any provision herein
that may be defective or inconsistent with any other provisions of this Agreement.


 


Section 27.             
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 permitted assigns. Except as provided herein, 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 19, each Noteholder
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 Noteholder hereunder, including, without limitation, the right to make further assignments
and grant additional Notes.


 


Section 28.             
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 29.             
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 30.             
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 31.             
Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject
matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.


 






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Section 32.             
Withholding Taxes.


 


(a)          If the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder or the Mortgage
Loan Borrower shall be required by law to deduct and withhold Taxes from interest, fees or other amounts payable to the Note B
Holder with respect to the Mortgage Loan as a result of such Note B Holder constituting a Non-Exempt Person, the Note A-1 Holder,
in its capacity as servicer, shall be entitled to do so with respect to such Note B Holder’s interest in such payment (all
withheld amounts being deemed paid to such Note B Holder), provided that the Lead Securitization Noteholder shall furnish
such Note B 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 B Holder to seek any allowable credits or deductions for the Taxes
so withheld in each jurisdiction in which the Note B Holder is subject to tax.


 


(b)          The Note B Holder shall and hereby agrees to indemnify the Lead Securitization Noteholder against and hold the Lead Securitization
Noteholder harmless from and against any Taxes, interest, penalties and reasonable attorneys’ fees, expenses and disbursements
arising or resulting from any failure of the Lead Securitization Noteholder (or the Servicer on its behalf) to withhold Taxes from
payment made to such Note B Holder in reliance upon any representation, certificate, statement, document or instrument made or
provided by such Note B Holder to the Lead Securitization Noteholder in connection with the obligation of the Lead Securitization
Noteholder to withhold Taxes from payments made to the Note B Holder, it being expressly understood and agreed that the Lead Securitization
Noteholder 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.


 


(c)          Contemporaneously with the execution of this Agreement and from time to time as reasonably requested by the Lead Securitization
Noteholder or Servicer during the term of this Agreement, the Note B Holder shall deliver to the Lead Securitization Noteholder
or Servicer, as applicable, evidence satisfactory to the Lead Securitization Noteholder substantiating whether such Note B Holder
is a Non-Exempt Person and whether the Lead Securitization Noteholder is 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 the Note B Holder (or, if the Note B Holder is disregarded for U.S. federal income tax purposes, the owner of the Note B 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 Noteholder an Internal Revenue Service Form W-9
and (ii) if the Note B Holder (or, if the Note B Holder is disregarded for U.S. federal income tax purposes, the owner of the Note
B 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 B Holder shall satisfy the requirements of the preceding sentence
by furnishing to the Lead Securitization Noteholder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments),
Form W-8BEN or Form W-8BEN-E, or applicable successor


 






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forms, as may be required from time to time, duly executed by such Note B
Holder. The Lead Securitization Noteholder shall not be obligated to make any payment hereunder to the Note B Holder in respect
of Note B or otherwise until such Note B Holder shall have furnished to the Lead Securitization Noteholder the requested forms,
certificates, statements or documents.


 


Section 33.             
Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than Note A-1, Note
A-3, Note A-4 and Note B) will be held by the Lead Securitization Noteholder (or a custodian acting on behalf of the Lead Securitization
Noteholder) who shall act as secured party under the Mortgage Loan Documents on behalf of the registered holders of the Notes.
Notwithstanding the to the contrary in this Agreement, upon a Securitization of the Lead Securitization Noteholder, the originals
of all of the Mortgage Loan Documents (other than each Non-Lead Securitization Notes) shall be held by the Custodian (as defined
in the Servicing Agreement).


 


Section 34.             
Notices. All notices required hereunder shall be given by (i) writing and personally delivered, (ii) sent by facsimile
transmission (during business hours) if a party has provided a facsimile number, (iii) reputable overnight delivery service (charges
prepaid), (iv) sent by electronic mail containing language requesting the recipient to confirm receipt thereof if a party has provided
an electronic mail address and only if such electronic mail is promptly followed by a written notice 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.


 


All notices and reports
(including, without limitation, Asset Status Reports) required to be delivered hereunder by the Lead Securitization Noteholder
(or any Servicer on its behalf) to the Controlling Noteholder (or its Controlling Noteholder Representative), or by the Controlling
Noteholder (or its Controlling Noteholder Representative) to the Lead Securitization Noteholder (or any Servicer on its behalf),
shall also be delivered by the applicable party to the other Noteholders.


 


Section 35.             
Broker. Each Noteholder represents to each other Noteholder that no broker was responsible for bringing about this
transaction.


 


Section 36.             
Certain Matters Affecting the Agent.


 


(a)          The Noteholders hereby appoint the Agent to act on their behalf, and the Agent shall act on behalf of the Noteholders;


 


(b)          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 20;


 


(c)          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;


 






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(d)          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 of the Noteholders pursuant to the provisions of this Agreement, unless it has received
indemnity reasonably satisfactory to it;


 


(e)          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;


 


(f)           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 20; and


 


(g)          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.


 


Section 37.             
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead
Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 37, 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.


 


The Agent may resign
at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this
Agreement and perform the duties of the Agent hereunder. JPMorgan Chase Bank, National Association, as Initial Agent, may transfer
its rights and obligations to the Servicer, as successor Agent, at any time without the consent of any Noteholder. JPMorgan Chase
Bank, National Association, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor
Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer
to act as successor Agent. The termination or resignation of such Servicer, as Servicer under the Servicing Agreement, shall be
deemed a termination or resignation of such Servicer as Agent under this Agreement. Notwithstanding the to the contrary in this
Agreement, upon a Securitization of the Lead Securitization Note, the Certificate Administrator shall automatically become and
be the Agent.


 


Section 38.             
Resizing. In connection with the Mortgage Loan, the Note B Holder agrees that if, in connection with the Securitization,
the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder determines that it is
advantageous to resize Note A-1, Note A-2, Note A-3, Note A-4 or Note A-5 by causing the Mortgage Loan Borrower to execute amended
and restated notes or additional notes (in either case, “New Notes”) reallocating the principal of such Note
to such New Notes, the Note B Holder shall cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note
A-4 Holder and the Note A-5 Holder, as applicable, to effect such resizing at such Note A-1 Holder’s, Note A-2 Holder’s,
Note A-3 Holder’s, Note A-4 Holder’s or Note A-5 Holder’s expense, as applicable; provided that (i) the
aggregate principal balance of all outstanding New


 






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Notes following the creation thereof is no greater than the principal balance
of such Note or Notes immediately prior to the creation of the New Notes, (ii) the weighted average interest rate of all outstanding
New Notes following the creation thereof is the same as the interest rate of the related Note or Notes immediately prior to the
creation of the New Notes, and (iii) no such resizing shall (a) change the interest allocable to, or the amount of any
payments due to, the Note B Holder, or priority of such payments, or (b) increase the Note B Holder’s obligations or
decrease the Note B Holder’s rights, remedies or protections. In connection with the resizing of Note A-1, Note A-2, Note
A-3, Note A-4 or Note A-5, the related Noteholder may allocate its rights hereunder among the New Notes in any manner in its sole
discretion. Any cap on the Note A-1 Holder’s, Note A-2 Holder’s, Note A-3 Holder’s, Note A-4 Holder’s or
Note A-5 Holder’s obligation to pay the Note B Holder’s expenses pursuant to Section 40 of this Agreement shall not
apply to the Note B Holder’s expenses in connection with a resizing pursuant to this Section 38 or any Securitization
of a resized Note A-1, Note A-2, Note A-3, Note A-4 or Note A-5.


 


Section 39.             
Conflict. To the extent of any inconsistency between the Servicing Agreement, on one hand, and this Agreement, on
the other, this Agreement shall control.


 


Section 40.             
Cooperation in Securitization.


 


(a)          Each Noteholder acknowledges that any Noteholder 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 Note A-1 Holder,
the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder, the Note B Holder shall use reasonable efforts,
at Note A-1 Holder’s, Note A-2 Holder’s, Note A-3 Holder’s, Note A-4 Holder’s or Note A-5 Holder’s
expense, to satisfy, and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and
the Note A-5 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder,
the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder customarily adhere 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 Note A-1 Holder,
the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 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 Securitization
or otherwise at any time prior to the Securitization the Note B Holder shall not be required to modify or amend this Agreement
or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or
amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments, the Note
B Holder or (ii) increase the Note B Holder’s obligations or decrease the Note B Holder’s rights, remedies or protections.
In connection with the Securitization, the Note B Holder agrees to provide for inclusion in any disclosure document relating to
the related Securitization such information concerning the Note B Holder and the other Notes as the Note A-1 Holder, the Note A-2
Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder reasonably determine to be necessary or appropriate. The
Note B Holder covenants and agrees that it shall use reasonable efforts to


 






    	58 



    	 



    

 


cooperate with the requests of each Rating Agency and
the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in connection with the
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 it and the other Notes in any Securitization document,
all at the cost and expense of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note
A-5 Holder, as applicable. The Note B Holder acknowledges that the information provided by it to the Note A-1 Holder, the Note
A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder may be incorporated into the offering documents for
a Securitization. The Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder and
each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Note B Holder.


 


(b)          The Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder may, at its election,
deliver to the Note B Holder drafts of the preliminary and final Securitization offering memoranda, prospectus, preliminary prospectus
and any other disclosure documents and the Servicing Agreement simultaneously with distributions of any such documents to the general
working group of the related Securitization. The Note B Holder may, at its election, review and comment thereon insofar as it relates
to the Note B and/or the Note B Holder, and, if the Note B Holder elects to review and comment, the Note B Holder shall review
and comment thereon as soon as possible (but in no event later than (i) in the case of the first draft thereof, two (2) Business
Days after receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline provided to the general working
group of the related Securitization for review and comment), and if the Note B Holder fails to respond within such time, the Note
B Holder shall be deemed to have elected to not comment thereon. In the event of any disagreement between the Note B Holder with
respect to the preliminary and final offering memoranda, prospectus supplement, free writing prospectus or any other disclosure
documents the Note A-1 Holder’s, Note A-2 Holder’s, Note A-3 Holder’s, Note A-4 Holder’s and Note A-5 Holder’s
determination shall control. Note B Holder has no obligation and shall have no liability with respect to any such offering documents
other than the accuracy of any comments it elects to make regarding itself.


 


(c)          Notwithstanding anything herein to the contrary, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note
A-4 Holder and the Note A-5 Holder acknowledge and agree that (i) the Note B Holder shall not be required to incur any out-of-pocket
expenses in connection with a Securitization of Note A-1, Note A-2, Note A-3, Note A-4 or Note A-5 and (ii) the Note B Holder shall
not be required to disclose any of the beneficial owners of the managed account on behalf of which it is holding the Note B.


 


[SIGNATURE PAGE FOLLOWS]


 




    	59 



    	 



    

 


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-l 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 A-2 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 A-3 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 A-4 Holder
	 	 	 
	 	By:	/s/ Bradley J. Horn
	 	 	Name: Bradley J. Horn
	 	 	Title: Executive Director


 


(Moffett
Gateway Co-Lender Agreement)


 






    	 



    	 



    

 





	 	JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, a national banking association, as Initial Note A-5 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





 


(Moffett
Gateway Co-Lender Agreement)


 




     


    	 



    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


A.       Description of
Mortgage Loan:


 


	Mortgage Loan:	Loan Agreement, dated as of October 25, 2016 between JPMorgan Chase Bank, National Association, as lender (together with its successors and assigns “Lender”), and 441 Real Estate LLC, as borrower (together with its permitted successors and assigns, “Borrower”)
	Date of the Mortgage Loan:	October 25, 2016
	Date of Note A-1:	As of November 18, 2016
	Date of Note A-2:	As of November 18, 2016
	Date of Note A-3:	As of October 25, 2016
	Date of Note A-4:	As of November 18, 2016
	Date of Note A-5:	As of October 25, 2016
	Date of Note B:	As of October 25, 2016
	Initial Principal Amount of Mortgage Loan:	$345,000,000
	Location of Mortgaged Property:	Sunnyvale, California
	Initial Maturity Date:	April 1, 2027


 






    	A-1



    	 



    




 


B.       Description of
Note Interests:


 


	Initial Note A-1 Principal Balance:	$50,000,000
	Initial Note A-2 Principal Balance:	$60,000,000
	Initial Note A-3 Principal Balance:	$40,000,000
	Initial Note A-4 Principal Balance:	$50,000,000
	Initial Note A-5 Principal Balance:	$43,000,000
	Initial Note B Principal Balance:	$102,000,000
	Initial Note A-1 Percentage Interest:	14.5%
	Initial Note A-2 Percentage Interest:	17.4%
	Initial Note A-3 Percentage Interest:	11.6%
	Initial Note A-4 Percentage Interest:	14.5%
	Initial Note A-5 Percentage Interest:	12.5%
	Initial Note B Percentage Interest:	29.5%
	Note A-1 Rate:	3.31940%
	Note A-2 Rate:	3.31940%
	Note A-3 Rate:	3.31940%
	Note A-4 Rate:	3.31940%
	Note A-5 Rate:	3.31940%
	Note B Rate:	5.00000%



 



    	A-2



    	 



    

 


EXHIBIT B


 


Initial Note A-1 Holder:

JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


227 West Trade Street 


Charlotte, North Carolina 28202 


Attention: David Burkholder 


Facsimile No.: (704) 348-5200


 


Initial Note A-2 Holder:

JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 






    	B-1



    	 



    

 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


227 West Trade Street 


Charlotte, North Carolina 28202 


Attention: David Burkholder 


Facsimile No.: (704) 348-5200


 


Initial Note A-3 Holder:

JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 






    	B-2



    	 



    

 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


227 West Trade Street 


Charlotte, North Carolina 28202 


Attention: David Burkholder 


Facsimile No.: (704) 348-5200


 


Initial Note A-4 Holder:

JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


227 West Trade Street 


Charlotte, North Carolina 28202 


Attention: David Burkholder 


Facsimile No.: (704) 348-5200


 


Initial Note A-5 Holder:

JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 






    	B-3



    	 



    

 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


227 West Trade Street 


Charlotte, North Carolina 28202 


Attention: David Burkholder 


Facsimile No.: (704) 348-5200


 


Initial Note B Holder:

JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


227 West Trade Street 


Charlotte, North Carolina 28202 


Attention: David Burkholder 


Facsimile No.: (704) 348-5200


 




    	B-4



    	 



    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 


1. Apollo Global Real Estate 


2. Archon Capital, L.P. 


3. AREA Property Partners 


4. BlackRock, Inc. 


5. The Blackstone Group International Ltd. 


6. Capital Trust, Inc. 


7. Clarion Partners 


8. Colony Capital, Inc. 


9. DLJ Real Estate Capital Partners 


10. Eightfold Real Estate Capital, L.P. 


11. Fortress Investment Group LLC 


12. Garrison Investment Group 


13. Goldman, Sachs & Co. 


14. iStar Financial Inc. 


15. J.E. Roberts Companies 


16. Lend-Lease Real Estate Investments 


17. LoanCore Capital 


18. Lonestar Funds 


19. Praedium Group 


20. Raith Capital Partners, LLC 


21. Rialto Capital Management, LLC 


22. Rockpoint Group 


23. Starwood Capital/Starwood Financial Trust 


24. Torchlight Investors 


25. Walton Street Capital, LLC 


26. Westbrook Partners 


27. WestRiver Capital 


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


 


 




    	C-1



    	 



    

 


EXHIBIT D


 


PORTFOLIO INTEREST CERTIFICATION


 


Reference is hereby made to the Co-Lender
Agreement dated as of [ ] (as amended, supplemented or otherwise modified from time to time, the “Agreement”),
among [ ], and each lender from time to time party thereto.


 


Pursuant to the provisions of Section 32 [Withholding
Taxes] of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the B-Note evidencing
such B-Note in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A)
of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and
(iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished the Servicer
and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E.


 


Unless otherwise defined herein, terms defined
in the Agreement and used herein shall have the meanings given to them in the Agreement.


 


[NAME OF LENDER]





 





	By:	 	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 






 


Date: ________ __, 20[ ]


 






    	D-1