Exhibit 4.6


 


 


EXECUTION
VERSION



 


CO-LENDER
AGREEMENT


 


Dated
as of November 28, 2016



by and among



 


JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION


 


DEUTSCHE
BANK, AG, NEW YORK BRANCH


 


GOLDMAN
SACHS MORTGAGE COMPANY


 


BARCLAYS
BANK PLC


 


MORGAN
STANLEY BANK, N.A.


 


and


 


CANTOR
COMMERCIAL REAL ESTATE LENDING, L.P.


 


Hilton
Hawaiian Village


 






    


     


    







 


TABLE
OF CONTENTS


 




	 	 	Page
	 	 	 
	Section
    1     Definitions	 	2
	Section
    2     Servicing of the Mortgage Loan	 	15
	Section
    3     Priority of Payments	 	19
	Section
    4     Workout	 	21
	Section
    5     Administration of the Mortgage Loan	 	21
	Section
    6     Appointment of Controlling Note Holder Representative and Non-Lead Note Holder Representative	 	24
	Section
    7     Appointment of Special Servicer	 	28
	Section
    11   Representations of the Note Holders	 	30
	Section
    12   No Creation of a Partnership or Exclusive Purchase Right	 	31
	Section
    13   Other Business Activities of the Note Holders	 	31
	Section
    14   Sale of the Notes	 	31
	Section
    15   Registration of the Notes and Each Note Holder	 	34
	Section
    16   Governing Law; Waiver of Jury Trial	 	35
	Section
    17   Submission To Jurisdiction; Waivers	 	35
	Section
    18   Modifications	 	36
	Section
    19   Successors and Assigns; Third Party Beneficiaries	 	36
	Section
    30   Termination and Resignation of Agent	 	40
	Section
    31   Resizing	 	40


 


    i


     


    
 

THIS
CO-LENDER AGREEMENT (this “Agreement”), dated as of November 28, 2016, by and between JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION (“JPM” and together with its successors and assigns in interest, in its capacity as initial
owner of Note A-1-1, Note A-2-A-1, Note A-2-A-2, Note A-2-A-3, Note A-2-A-4 and Note B-1, the “Initial Note 1 Holder”,
and in its capacity as the initial agent, the “Initial Agent”) and DEUTSCHE BANK, AG, NEW YORK BRANCH (“DBNY”
and together with its successors and assigns, in its capacity as initial owner of Note A-1-B, Note A-2-B-1, Note A-2-B-2 and Note
B-2, the “Initial Note 2 Holder”), GOLDMAN SACHS MORTGAGE COMPANY (“GS” and together with
its successors and assigns in interest, in its capacity as initial owner of Note A-1-C and Note B-3, the “Initial Note
3 Holder”), BARCLAYS BANK PLC (“Barclays” and together with its successors and assigns in interest,
in its capacity as initial owner of Note A-1-E, Note A-2-E-1, Note A-2-E-2 and Note B-5, the “Initial Note 4 Holder”),
MORGAN STANLEY BANK, N.A. (“MS” and together with its successors and assigns interest, in its capacity as initial
owner of Note A-1-D, Note A-2-D-1, Note A-2-D-2 and Note B-4, the “Initial Note 5 Holder”), and CANTOR COMMERCIAL
REAL ESTATE LENDING, L.P. (“CCRE” and together with its successors and assigns interest, in its capacity as
initial owner of Note A-2-B-3, the “Initial Note 6 Holder” and, together with the Initial Note 1 Holder, the
Initial Note 2 Holder, the Initial Note 3 Holder, the Initial Note 4 Holder and the Initial Note 5 Holder, the “Initial
Note Holders”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), the Initial Noteholders (other than CCRE) originated a certain loan
(the “Mortgage Loan”) described on Exhibit A hereto (the “Mortgage Loan Schedule”) to the
Hilton Hawaiian Village LLC (the “Mortgage Loan Borrower”), which was evidenced by, among other things, 21
Notes (as further described below) in the aggregate original principal amount of $1,275,000,000 made by the Mortgage Loan Borrower
in favor of the Initial Note Holders, and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”)
on certain real property located as described in the Mortgage Loan Agreement and certain other property described in the Mortgage
Loan Agreement (collectively, the “Mortgaged Property”);


 


WHEREAS,
pursuant and subject to that certain Mortgage Loan Purchase Agreement dated as of November 17, 2016 between DBNY, as seller, and
CCRE, as purchaser, DBNY sold, assigned, transferred and otherwise conveyed to CCRE, and CCRE purchased, all of DBNY’s right,
title and interest in Note A-2-B-3;


 


WHEREAS
the Mortgage Loan is evidenced by the following promissory notes (as amended, modified or supplemented, the “Notes”),
the designations and original principal amounts set forth below, each dated as of October 24, 2016 and made by the Mortgage Loan
Borrower in favor of the applicable Initial Note Holder as set forth in the table:


 


	Note	Initial
    Note Holder	Original
    Principal Balance
	Note
    A-1-A	JPM	$24,975,000



 






    


     


    

 


	Note
    A-1-B	DBNY	$18,315,000
	Note
    A-1-C	GS	$104,490,000
	Note
    A-1-D	MS	$6,660,000
	Note
    A-1-E	Barclays	$17,160,000
	Note
    A-2-A-1	JPM	$94,000,000
	Note
    A-2-A-2	JPM	$80,000,000
	Note
    A-2-A-3	JPM	$32,250,000
	Note
    A-2-A-4	JPM	$30,000,000
	Note
    A-2-B-1	DBNY	$60,000,000
	Note
    A-2-B-2	DBNY	$56,625,000
	Note
    A-2-B-3	CCRE	$56,625,000
	Note
    A-2-D-1	MS	$31,500,000
	Note
    A-2-D-2	MS	$31,500,000
	Note
    A-2-E-1	Barclays	$26,250,000
	Note
    A-2-E-2	Barclays	$26,250,000
	Note
    B-1	JPM	$216,900,000
	Note
    B-2	DBNY	$159,060,000
	Note
    B-3	GS	$86,760,000
	Note
    B-4	MS	$57,840,000
	Note
    B-5	Barclays	$57,840,000


 


WHEREAS,
JPM, DBNY, GS, MS and Barclays collectively intend (but are not bound) to sell, transfer and assign its respective right, title
and interest in and to all or a portion of Notes A-1-A, A-1-B, A-1-C, A-1-D, A-1-E, B-1, B-2, B-3, B-4 and B-5 to a depositor
who will in turn transfer such notes to a trustee for the Hilton USA Trust 2016-HHV;


 


WHEREAS,
CCRE intends (but is not bound) to sell, transfer and assign its right, title and interest in and to all or a portion of Note
A-2-B-3 to a depositor who will in turn transfer such Note to a trustee for the CFCRE 2016-C7 Mortgage Trust;


 


WHEREAS,
MS intends (but is not bound) to sell, transfer and assign its right, title and interest in and to all or a portion of Notes A-2-D-1
and A-2-D-2 to a depositor who will in turn transfer such Note to a trustee for the MSBAM 2016-C32 Mortgage Trust;


 


WHEREAS,
JPM intends (but is not bound) to sell, transfer and assign its right, title and interest in and to all or a portion of Note A-2-A-1
to a depositor who will in turn transfer such Note to a trustee for the JPMCC 2016-JP4 Mortgage Trust;


 


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


 


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


 






    2


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Agent
Office” shall mean the designated office of the Agent which office initially shall be the office of the Initial Note
1 Holder listed on Exhibit B hereto and after the Securitization Date, shall be the offices of the Servicer. The Agent Office
is the address to which notices to and correspondence with the Agent should be directed. The Agent may change the address of its
designated office by notice to the Note Holders.


 


“Agreement”
shall mean this Co-Lender Agreement, the exhibits and schedule hereto and all amendments hereof and supplements hereto.


 


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


 


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


 


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


 


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


 


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


 






    3


     


    

 


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


 


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


 


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


 


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


 


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


 


“Certificates”
shall mean any securities issued in connection with the Lead Securitization or a Non-Lead Securitization.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    4


     


    

 


“Controlling
Note Holder” shall mean the Note A-1-A Holder; provided that at any time Note A-1-A is included in the Lead Securitization,
the rights of the “Controlling Note Holder” herein may be exercised by the holders of the majority of the class of
securities issued in the Lead Securitization designated as the “controlling class” or such other class(es) otherwise
assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided
in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Indemnified
Party” shall have the meaning assigned to such term in Section 2(d).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    5


     


    

 


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


 


“Insolvency
Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or
any other insolvency, liquidation, reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action
for the dissolution of the Mortgage Loan Borrower, any proceeding (judicial or otherwise) concerning the application of the assets
of the Mortgage Loan Borrower for the benefit of its creditors, the appointment of or any proceeding seeking the appointment of
a trustee, receiver or other similar custodian for all or any substantial part of the assets of the Mortgage Loan Borrower or
any other action concerning the adjustment of the debts of the Mortgage Loan Borrower, the cessation of business by the Mortgage
Loan Borrower, except following a sale, transfer or other disposition of all or substantially all of the assets of the Mortgage
Loan Borrower in a transaction permitted under the Mortgage Loan Documents; provided, however, that (a) following
any such permitted transaction affecting the title to the Mortgaged Property, the Mortgage Loan Borrower for purposes of this
Agreement shall be defined to mean the successor owner of the Mortgaged Property from time to time as may be permitted pursuant
to the Mortgage Loan Documents and (b) for the purposes of this definition, if more than one entity comprises the Mortgage Loan
Borrower, the term “Mortgage Loan Borrower” shall refer to any such entity.


 


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


 


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


 


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


 


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


 


“Lead
Securitization” shall mean the Securitization of the Lead Securitization Notes in a Securitization Trust to be designated
by the Initial Note A-1-A Holder (in its capacity as Controlling Note Holder).


 


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


 


“Lead
Securitization Notes” shall mean Note A-1-A, Note A-1-B, Note A-1-C, Note A-1-D, Note A-1-E, Note B-1, Note B-2, Note
B-3, Note B-4 and Note B-5 for so long as any such note is included in the Lead Securitization.


 


“Lead
Securitization Servicing Agreement” shall mean the trust and servicing agreement to be entered into in connection with
the Securitization of the Lead Securitization Notes and issuance of the Hilton USA Trust 2016-HHV, Commercial Mortgage Pass-Through


 






    6


     


    

 


Certificates,
Series 2016-HHV, by and among the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator and the
Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of October 24, 2016, among the Initial Noteholders, as Lender,
Hilton Hawaiian Village LLC, as Borrower and Hilton Hawaiian Village Lessee LLC, as Operating Lessee, as the same may be further
amended, restated, supplemented or otherwise modified from time to time, subject to the terms hereof.


 


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


 


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


 


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


 


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


 


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


 






    7


     


    

 


“Net
Note Rate” means, with respect to each Note, the applicable Note Rate minus the Servicing Fee Rate.


 


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


 


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


 


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


 


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


 


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


 


“Non-Lead
Note” shall mean Note A-2-A-1, Note A-2-A-2, Note A-2-A-3, Note A-2-A-4, Note A-2-B-1, Note A-2-B-2, Note A-2-B-3, Note
A-2-D-1, Note A-2-D-2, Note A-2-E-1 and Note A-2-E2.


 


“Non-Lead
Note Holder” shall mean each Note Holder of a Non-Lead Note.


 


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


 


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


 


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


 


“Non-Lead
Securitization Note” shall mean any Note other than the Lead Securitization Notes.


 


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


 






    8


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note
Rate” shall have the meaning assigned to such term in the Mortgage Loan Documents.


 


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


 


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


 


“Permitted
Fund Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached
hereto or any other nationally-recognized manager of investment funds investing in debt or equity interests relating to


 






    9


     


    

 


commercial
real estate, (ii) investing through a fund with total assets of at least $3,000,000,000 and committed capital of at least $1,500,000,000
and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)       one
or more of the following:


 


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


 






    10


     


    

 


corporation, pension plan, pension fund, pension fund advisory firm, mutual fund, real estate investment trust, governmental
entity or plan, or


 


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


 


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


 


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


 


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


 


in
the case of any entity referred to in clause (c)(i), (ii), (iii), (iv)(B) or (v) of this definition, (x) such entity has at least
$1,500,000,000 in capital/statutory surplus or shareholders’ equity


 






    11


     


    

 


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


 


(d)       any
entity Controlled by any of the entities described in clause (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.


 


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


 


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


 


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


 


For
the purposes of this Agreement, if any Rating Agency (1) waives, declines or refuses, in writing, to review or otherwise engage
any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade
or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, or (2) does not reply
to such request or responds in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the
requirement for Rating Agency Confirmation and the related timing, notice and other applicable provisions set forth in the Lead
Securitization Servicing Agreement and each Non-Lead Securitization Servicing Agreement, as


 






    12


     


    

 


applicable,
have been satisfied, then for such request only, the condition that such confirmation by such Rating Agency (only) be obtained
will be deemed not to apply for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to
review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal
to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder and the condition for such
Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver,
declination or refusal to review or otherwise engage in such prior request.


 


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


 


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


 


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


 


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


 


“Required
Special Servicer Rating” shall mean (i) in the case of Fitch, a rating of “CSS3”, (ii) in the case of S&P,
such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer, (iii) in the
case of Moody’s, within the twelve (12) month period prior to the date of determination, such special servicer has acted
as special servicer for one or more loans included in a commercial mortgage loan securitization that was rated by Moody’s
and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed
any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such
commercial mortgage loans as a material reason for such downgrade or withdrawal, (iv) in the case of Morningstar, either (a) the
applicable replacement has a special servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar)
or (b) if not ranked by Morningstar, is currently acting as a special servicer on a deal or transaction-level basis for all or
a significant portion of the related mortgage loans in other CMBS transactions rated by any of S&P, Moody’s,


 






    13


     


    

 


Morningstar,
Fitch, DBRS or KBRA and the trustee does not have actual knowledge that Morningstar has, and the replacement special servicer
certifies that Morningstar has not, with respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating
or ratings on one or more classes of such CMBS transaction citing servicing concerns of the applicable replacement as the sole
or material factor in such rating action, (v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer
as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior
to the time of determination, and (vi) in the case of DBRS, within the twelve (12) month period prior to the date of determination,
such special servicer has acted as special servicer for one or more loans included in a commercial mortgage loan securitization
that was rated by DBRS, and DBRS has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities
or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer
of such commercial mortgage loans as a material reason for such downgrade or withdrawal.


 


“Resizing
Noteholder” shall have the meaning assigned to such term in Section 31.


 


“S&P”
shall mean Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and its
successors-in-interest.


 


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


 


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


 


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


 


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


 


“Securitization
Date” shall mean the effective date on which the Hilton USA Trust 2016-HHV Securitization is consummated.


 


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


 


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


 


“Sequential
Order” shall mean (a) first, to the reduction of the Note Principal Balance of each of the A Notes, on a Pro
Rata and Pari Passu Basis, until the Note Principal Balance of each such Note is reduced to zero and (b) second, to the
reduction of the Note


 






    14


     


    

 


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



 


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


 


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


 


“Servicing
Standard” shall mean “Accepted Servicing Practices” as defined in the Lead Securitization Servicing Agreement.


 


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


 


“Special
Servicer” shall mean AEGON USA Realty Advisors, LLC, or its successor in interest, or any successor Special Servicer
appointed as provided in the Lead Securitization Servicing Agreement and this Agreement.


 


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


 


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


 


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


 


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


 


“Trust
Loan” means the portion of the Mortgage Loan evidenced by the Lead Securitization Notes.


 


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


 


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


 






    15


     


    

 


Section
2.     Servicing of the Mortgage Loan.


 


(a)       Each
Note Holder acknowledges and agrees that, subject to the terms of this Agreement, the Mortgage Loan shall be serviced from and
after the Securitization Date pursuant to the Lead Securitization Servicing Agreement. Subject to the terms and conditions of
this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer, the
Special Servicer, the Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement by the Depositor
as each such party may be replaced pursuant to the terms of the Lead Securitization Servicing Agreement and agrees to reasonably
cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with
the Lead Securitization Servicing Agreement. Each Note Holder hereby irrevocably appoints the Master Servicer, the Special Servicer
and the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required
with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement
(subject at all times to the rights of such Note Holder set forth herein and in the Lead Securitization Servicing Agreement).
In no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note Holder against
any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder; however,
this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder.
Each Servicer (i) shall be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage Loan in accordance
with the Servicing Standard (which shall require, among other things, that each Servicer, in servicing the Mortgage Loan, must
take into account the interests of each Note Holder), the terms of the Mortgage Loan Documents, this Agreement, the Lead Securitization
Servicing Agreement and applicable law, (ii) shall provide information to each Non-Lead Servicer to enable each such Non-Lead
Servicer to perform its servicing duties under the related Non-Lead Securitization Servicing Agreement and (iii) shall not take
any action or refrain from taking any action or follow any direction inconsistent with the foregoing.


 


(b)       At
any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note
Holders agree to cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note
Holders, pursuant to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing
Agreement (including, without limitation, all applicable provisions relating to delivery of information and reports necessary
for any Non-Lead Securitization to comply with any applicable reporting requirements under the Securities Exchange Act of 1934,
as amended) and all references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent
servicing agreement; provided, however, that (1) if (x) the servicer(s) to be appointed under such replacement servicing
agreement would not otherwise meet the conditions to be a servicer under the Lead Servicing Agreement that is being replaced or
(y) a Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation shall have been obtained from each
Rating Agency and (2) until a replacement servicing agreement has been entered into, the Lead Securitization Note Holder shall
cause the Mortgage Loan to be serviced pursuant to the provisions of the Lead Securitization Servicing Agreement as if such agreement
was still in full force and effect with respect to the Mortgage Loan, by the Servicer in the Lead Securitization or by any Person
appointed by the Lead Securitization Note Holder that


 






    16


     


    

 


is
a qualified servicer meeting the requirements of the Lead Securitization Servicing Agreement; except that the Servicer shall have
no obligation to make any P&I Advances on the Lead Securitization Notes or Administrative Advances.


 


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


 


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


 


(e)       Each
Non-Lead Securitization Note Holder agrees to pay its Pro Rata Share of (i) any Servicing Advances or Administrative Advances
and any interest accrued and payable on such Advances at the Advance Rate and (ii) any Trust Fund Expenses and any other fees,
costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan (including, without, limitation,
any costs, fees and expenses related to obtaining any Rating Agency Confirmation and any Indemnified Items) in accordance with
the Lead Securitization Servicing Agreement and this Agreement to the extent that such amounts remain unpaid or unreimbursed after
funds received from the Borrower for payment of such amounts and any principal and interest collections allocable to the B Notes
have been applied to pay such amounts.


 


In
the event that the Servicer or the Special Servicer has determined that expected proceeds of the Mortgage Loan (or foreclosed
property) would be insufficient for reimbursement of (i) any Servicing Advances or Administrative Advances and any interest accrued
and payable on such Advances at the Advance Rate, (ii) the Indemnified Items and (iii) any other Trust Fund Expenses and any other
fees, costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan (including, without,
limitation, any costs, fees and expenses related to obtaining any Rating Agency Confirmation), and any collections allocable to
the B


 






    17


     


    

 


Notes
have been applied to pay such amounts, each Non-Lead Note Holder shall be required to, promptly following notice from the Master
Servicer, pay the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, or the Lead Securitization
Trust, as applicable, the related Non-Lead Note Holder’s Pro Rata Share of the insufficiency and if such Non-Lead Note Holder
is a Non-Lead Securitization Trust, then such Non-Lead Note Holder shall be required to use general collections on the other mortgage
loans in the related Non-Lead Securitization Trust to pay such Pro Rata Share.


 


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


 


(f)
       The Non-Lead Master Servicer may be required to make P&I Advances on the related
Non-Lead Securitization Note, from time to time, subject to the terms of the related servicing agreement for the related Non-Lead
Securitization Servicing Agreement. Each Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Trustee, as applicable,
shall be entitled to make their own recoverability determination with respect to a P&I Advance to be made on the related Non-Lead
Securitization Note based on the information that they have on hand and in accordance with the related Non-Lead Securitization
Servicing Agreement. Additionally, the Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled
to make their own recoverability determination with respect to a P&I Advance to be made on the Lead Securitization Note based
on the information that they have on hand and in accordance with the Lead Securitization Servicing Agreement. The Master Servicer
and the Trustee, as applicable, and the related Non-Lead Master Servicer or the related Non-Lead Trustee shall be required to
notify the other of the amount of its P&I Advance within two business days of making such advance. If the Master Servicer,
the Special Servicer or the Trustee, as applicable (with respect to the Lead Securitization Note) or a Non-Lead Master Servicer,
a Non-Lead Special Servicer or a Non-Lead Trustee, as applicable (with respect to a Non-Lead Securitization Note), determines
that a proposed P&I Advance, if made, would be non-recoverable or an outstanding P&I Advance is or would be non-recoverable,
or if the Master Servicer, the Special Servicer or the Trustee, as applicable, subsequently determines that a proposed Servicing
Advance would be non-recoverable or an outstanding Servicing Advance is or would be non-recoverable, then, if and to the extent
such information is not already included in the Distribution Date Statement for the month in which such P&I Advance is made,
the Master Servicer or the Trustee (as provided in the Lead Securitization Servicing Agreement, in the case of a determination
of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or the related Non-Lead Master Servicer or
the related Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the case of a determination
of non-recoverability by the related Non-Lead Master Servicer, the related Non-Lead Special Servicer or the related Non-Lead Trustee)
shall notify the Master Servicer and the Trustee, or the related Non-Lead Master Servicer and the related Non-Lead Trustee, as
the case may be, of the other Securitization within two business days of making such determination.


 






    18


     


    

 


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


 


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


 


(ii)        in
the event that the Servicer or the Special Servicer has determined that proceeds of the Mortgage Loan (or foreclosed property)
would be insufficient for reimbursement of the amounts described in clause (i) above and any collections allocable to the B Notes
have been applied to pay such amounts, the related Non-Lead Master Servicer will be required to, promptly following notice from
the Master Servicer or the Special Servicer, pay the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, or the Lead Securitization Trust, as applicable, such Non-Lead Securitization Trust’s Pro Rata Share of the insufficiency
out of general funds in the collection account (or equivalent account) established under the related Non-Lead Securitization Servicing
Agreement;


 


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


 


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


 


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


 


(i)         Each
Non-Lead Securitization Note Holder shall give each of the parties to the Lead Securitization Servicing Agreement (that will not
also be a party to the related Non-Lead Securitization Servicing Agreement) notice of the Non-Lead Securitization in writing (which
may be by e-mail) prior to or promptly following the related Non-Lead Securitization Date. Such notice shall contain contact information
for each of the parties to the related Non-Lead Securitization Servicing Agreement. In addition, after the related Non-Lead Securitization
Date, the related Non-Lead Securitization Note Holder (or a certificate administrator designated


 






    19


     


    

 


to
do so in the Non-Lead Securitization Servicing Agreement) shall send a copy of the related Non-Lead Securitization Servicing Agreement
to each of the parties to the Lead Securitization Servicing Agreement.


 


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


 


Section
3.     Priority of Payments. Each of the B Notes and the right
of the related holders to receive payments of interest, principal and other amounts with respect to its respective B Note
shall at all times be junior, subject and subordinate to each A Note and the right of the related holder to receive payments
of interest, principal and other amounts with respect to such A Note, in each case as further described below.


 


All
amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with
the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of monthly payments,
the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing
the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than (1) proceeds, awards or settlements to be applied
to the restoration or repair of a Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of
the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions, (2) all amounts for required reserves or escrows
required by the Mortgage Loan Documents (to the extent and in accordance with the terms of the Mortgage Loan Documents) to be
held as reserves or escrows, (3) all amounts received as reimbursements on account of recoveries in respect of Advances then due
and payable or reimbursable to the Servicer or the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement,
(4) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect
to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including, without limitation, reimbursement of
Servicing Advances and Administrative Advances with respect to the Mortgage Loan and P&I Advances on the Lead Securitization
Notes and interest thereon) and (5) any amounts that are then due and payable or reimbursable to any Non-Lead Master Servicer
(or Non-Lead Trustee) in respect of any P&I Advances and interest thereon in respect of Non-Lead Securitization Note (pursuant
to Non-Lead PSA) shall be applied and distributed by the Servicer in the following order of priority without duplication (and
payments shall be made at such times as are set forth in the Lead Securitization Servicing Agreement):


 


(i)      first,
on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the A Notes (other than default interest) to each Note
Holder of an A Note in an


 






    20


     


    

 


amount equal to the accrued and unpaid interest on the applicable Note Principal Balances at the applicable
Net Note Rate;


 


(ii)     second,
on a Pro Rata and Pari Passu Basis, to each Note Holder of an A Note in an amount equal to all principal payments (or other amounts
allocated to principal) received, if any, with respect to such Monthly Payment Date, until the respective Note Principal Balances
have been reduced to zero;


 


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


 


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


 


(v)     fifth,
on a Pro Rata and Pari Passu Basis, to each Note Holder of a B Note in an amount equal to all principal payments (or other
amounts allocated to principal) received, if any, with respect to such Monthly Payment Date, until the respective Note Principal
Balances have been reduced to zero;


 


(vi)         sixth,
to the Note B Holder, an amount equal to the unreimbursed Realized Losses previously allocated to Note B, in accordance with the
terms of Section 4 or Section 5(d), plus interest thereon at the Net Note Rate for Note B, compounded monthly from
the date the related Realized Loss was allocated to Note B;


 


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


 


(viii)       eighth,
to pay default interest and late payment charges then due and owing under the Mortgage Loan, all of which will be applied
in accordance with the Lead Securitization Servicing Agreement; and


 


(ix)         ninth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (i)-(viii), any remaining amount shall be paid pro rata to each Note A Holder and each Note B Holder
based on their initial principal balances.


 


Notwithstanding
anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received
with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable
Mortgage and Mortgage Loan Documents must be allocated to reduce the principal


 






    21


     


    

 


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


 


Section
4.     Workout. Notwithstanding anything to the contrary
contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation
to act in accordance with the Servicing Standard, if the Lead Securitization Note Holder, or any Servicer, in connection with
a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the
Mortgage Loan is decreased, (ii) the Note Rate is reduced, (iii) payments of interest or principal on any Note are waived,
reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification
shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of
payment of the Notes and all payments to the Note A Holders pursuant to Section 3 shall be made as though such workout did
not occur, with the payment terms of each A Note remaining the same as they are on the date hereof, and the full economic
effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be
borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal
Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any
other amounts due to each Note B Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu
Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other
amounts due to each Note A Holder, as applicable).


 


Section
5.     Administration of the Mortgage Loan.


 


(a)     Subject
to this Agreement (including but not limited to Section 5(b)) and the Lead Securitization Servicing Agreement, and subject to
the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder (or
the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have the
sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage
Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or
consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call
or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and no Non-Lead
Securitization Note Holder shall have any voting, consent or other rights whatsoever except as explicitly set forth herein with
respect to the Lead Securitization Note Holder’s administration of, or exercise of its rights and remedies with respect
to, the Mortgage Loan. Subject to this Agreement and the Lead Securitization Servicing Agreement, each Non-Lead Securitization
Note Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder)
the rights, if any, that such Note Holder has to, (i) call or cause the Lead Securitization Note Holder to call an Event of Default
under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including,
without limitation, filing or causing the Lead Securitization Note Holder to file any bankruptcy petition against the Mortgage


 






    22


     


    

 


Loan
Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of
the Lead Securitization Note Holder) shall not have any fiduciary duty to any Non-Lead Securitization Note Holder in connection
with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder from the
obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing Standard (in the case
of the Master Servicer or the Special Servicer) or any liability for failure to do so).


 


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


 


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


 


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


 






    23


     


    

 


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


 


The
authority of the Lead Securitization Note Holder to sell the Non-Lead Securitization Notes, and the obligations of the Non-Lead
Securitization Note Holders to execute and deliver instruments or deliver the Non-Lead Securitization Note upon request of the
Lead Securitization Note Holder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which
the Lead Securitization is terminated in accordance with its terms.


 


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


 


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


 


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


 






    24


     


    

 


(d)     Prior
to calculating any amount of interest or principal due to the Note B Holders under Section 3 hereof, the Servicer shall reduce
the Note B Principal Balance (not below zero) by any Realized Loss with respect to the Mortgage Loan, and after the Note B Principal
Balance has been reduced to zero, the Servicer shall reduce the Note A Principal Balance pro rata (based on their respective
outstanding Principal Balances) (in each case, not below zero) by any Realized Loss with respect to the Mortgage Loan.


 


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


 


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


 


(b)     Neither
the Controlling Note Holder Representative nor the Controlling Note Holder will have any liability to the other Note Holders or
any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure
to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment, absent any
loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The Note Holders agree
that the Controlling Note Holder Representative and the Controlling Note Holder (whether acting in place of the Controlling Note
Holder Representative when no Controlling Note Holder Representative shall have been appointed hereunder or otherwise exercising
any right, power or privilege granted to


 






    25


     


    

 


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


 


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


 


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


 


In
the event that the Special Servicer or Servicer (in the event the Servicer is otherwise authorized by the Lead Securitization
Servicing Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing matters,
or any other matter requiring consent of the Controlling Note Holder, during a Subordinate Control Period pursuant to the Lead
Securitization Agreement, is necessary to protect the interests of the Note


 






    26


     


    

 


Holders
(as a collective whole taking into account that the B Notes are junior to the A Notes) and the Special Servicer has made a reasonable
effort to contact the Controlling Note Holder, the Servicer or the Special Servicer, as the case may be, may take any such action
without waiting for the Controlling Note Holder’s response.


 


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


 


The
Controlling Note Holder shall have no liability to the other Note Holders or any other party for any action taken, or for refraining
from the taking of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the
Lead Securitization Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its
willful misfeasance, bad faith or gross negligence. The Note Holders agree that the Controlling Note Holder may take or refrain
from taking actions, or give or refrain from giving consents, that favor the interests of one Note Holder over the other Note
Holders, and that the Controlling Note Holder may have special relationships and interests that conflict with the interests of
another Note Holder and, absent willful misconduct, bad faith or gross negligence on the part of the Controlling Note Holder,
agree to take no action against the Controlling Note Holder or any of its officers, directors, employees, principals or agents
as a result of such special relationships or interests, and that the Controlling Note Holder shall not be deemed to have been
grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct or to have recklessly disregarded
any exercise of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed
to give any consent, solely in the interests of any Note Holder.


 


(d)     Each
Non-Lead Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights
and obligations with respect to the Mortgage Loan (the “Non-Lead Note Holder Representative”). Each Non-Lead
Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Non-Lead Note
Holder Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising its various
rights under Section 5 and elsewhere in this Agreement, each Non-Lead Note Holder may, at its option, in each case, act through
the Non-Lead Note Holder Representative. The Non-Lead Note Holder Representative may be any Person (other than a Borrower Affiliate),
including, without limitation, the related Non-Lead Note Holder, any officer or employee of the related Non-Lead Note Holder,
any affiliate of the related Non-Lead Note Holder or any other unrelated third party. No such Non-Lead Note Holder Representative
shall owe any fiduciary duty or other duty to any other Person (other than such Non-Lead Note Holder). All actions that are permitted
to be taken by each Non-Lead Note Holder under this Agreement may be taken by a Non-Lead Note Holder Representative acting on
behalf of such Non-Lead Note Holder.


 


(e)     No
Servicer, Trustee or Certificate Administrator acting on behalf of the Lead Securitization Note Holder shall be required to recognize
any Person as a Non-Lead Note


 






    27


     


    

 


Holder
Representative until the related Non-Lead Note Holder has notified each Servicer, Trustee and Certificate Administrator of such
appointment and, if the Non-Lead Note Holder Representative is not the same Person as the related Non-Lead Note Holder, the Non-Lead
Note Holder Representative provides each Servicer, Trustee and Certificate Administrator with written confirmation of its acceptance
of such appointment (and such parties will be entitled to rely on such notice), an address and facsimile number for the delivery
of notices and other correspondence and a list of officers or employees of such Person with whom the parties to this Agreement
may deal (including their names, titles, work addresses and facsimile numbers). The related Non-Lead Note Holder shall promptly
deliver such information to each Servicer, Trustee and Certificate Administrator.


 


(f)      For
so long as the Lead Securitization has not been terminated, after the termination of a Subordinate Consultation Period (and for
so long as such termination remains in effect), (1) the Lead Securitization Note Holder (or the Special Servicer acting on its
behalf) shall be required to provide to each Non-Lead Note Holder (or its related Non-Lead Note Holder Representative) (i) notice,
information and reports with respect to any Major Decisions (similar to such notice, information and report it would have been
required to deliver to the Directing Holder pursuant to the Lead Securitization Servicing Agreement had the Subordinate Consultation
Period not been terminated) and (ii) a summary of the Asset Status Report relating to the Mortgage Loan (at the same time as it
would have been required to deliver to the Directing Holder pursuant to the Lead Securitization Servicing Agreement had the Subordinate
Consultation Period not been terminated) and (2) the Lead Securitization Note Holder (or the Special Servicer acting on its behalf)
shall be required to consult with each Non-Lead Note Holder (or its related Non-Lead Note Holder Representative) on a strictly
non-binding basis with respect to any such Major Decision or the implementation of any recommended actions in the summary of the
Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the related Non-Lead Note Holder
(or its related Non-Lead Note Holder Representative); provided that after the expiration of a period of ten (10) Business Days
from the delivery to a Non-Lead Note Holder (or its related Non-Lead Note Holder Representative) by the Lead Securitization Note
Holder of written notice of a proposed action, together with copies of the notice, information and report required to be provided
to the Non-Lead Note Holder, the Lead Securitization Note Holder (or the Special Servicer acting on its behalf) shall no longer
be obligated to consult with such Non-Lead Note Holder (or its related Non-Lead Note Holder Representative), whether or not such
Non-Lead Note Holder (or its related Non-Lead Note Holder Representative) has responded within such ten (10) Business Day period
unless the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) proposes a new
course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period
shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding
the consultation rights of any Non-Lead Note Holder (or its related Non-Lead Note Holder Representative) set forth in the immediately
preceding sentence, the Lead Securitization Note Holder (or Special Servicer acting on its behalf) may make any Major Decision
or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period
if the Lead Securitization Note Holder (or Special Servicer) determines that immediate action with respect thereto is necessary
to protect the interests of the Note Holders. In no event shall the Lead Securitization Note Holder (or Servicer or Special Servicer,
acting on its behalf) be obligated at any time to follow or take any alternative


 






    28


     


    

 


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


 


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


 


Section
7.     Appointment of Special Servicer. Subject to the terms of
the Lead Securitization Servicing Agreement, the Controlling Note Holder (or its Controlling Note Holder Representative)
shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting
with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu thereof. Any designation by the
Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as Special Servicer shall be
made by delivering to the other Note Holder, the Servicer, the then existing Special Servicer and other parties to the Lead
Securitization Servicing Agreement a written notice stating such designation and satisfying the other conditions to such
replacement as set forth in the Lead Securitization Servicing Agreement and delivering a Rating Agency Confirmation from each
Rating Agency (or obtaining a Rating Agency Confirmation from each Rating Agency, but only if required by the terms of the
Lead Securitization Servicing Agreement). The Controlling Note Holder shall be solely responsible for any expenses incurred
in connection with any such replacement without cause. The Controlling Note Holder shall notify the other parties hereto of
its termination of the then currently serving Special Servicer and its appointment of a replacement Special Servicer in
accordance with this Section 7. If the Controlling Note Holder has not appointed a Special Servicer with respect to the
Mortgage Loan as of the consummation of the securitization under the Lead Securitization Servicing Agreement, then the
initial Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the initial Special
Servicer but this shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder Representative) to
designate a replacement Special Servicer for the Mortgage Loan as aforesaid.


 


If
a Special Servicer Termination Event has occurred with respect to the Special Servicer that affects a Non-Lead Note Holder, such
Non-Lead Note Holder shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in
a Securitization Trust, the Controlling Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing
Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement,
the successor servicing agreement pursuant to which the Mortgage Loan is being serviced) pursuant to and in accordance with the
terms of the Lead Securitization Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions
of the Lead Securitization Servicing Agreement, the


 






    29


     


    

 


successor
servicing agreement pursuant to which the Mortgage Loan is being serviced). The Controlling Note Holder and the Non-Lead Note
Holders acknowledge and agree that any successor special servicer appointed to replace the Special Servicer with respect to the
Mortgage Loan that was terminated for cause at any Non-Lead Note Holder’s direction cannot at any time be the person (or
an Affiliate thereof) that was so terminated without the prior written consent of such Non-Lead Note Holder. The applicable Non-Lead
Note Holder shall be solely responsible for reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable,
costs and expenses, if not paid within a reasonable time by the terminated special servicer and, in the case of the Trustee, that
would otherwise be reimbursed to the Trustee from amounts on deposit in the Collection Account or Companion Distribution Account.


 


Section
8.     Payment Procedure.


 


  (a)      The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead
Securitization Servicing Agreement, shall deposit or cause to be deposited all payments and collections on the Mortgage Loan to
the Collection Account and the portion of such payments and collections that are distributable to the Non-Lead Securitization
Note Holders shall be deposited into the Companion Loan Account pursuant to and in accordance with the Lead Securitization Servicing
Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such amounts to
the applicable account within two (2) Business Days after receipt of properly identified funds by the Lead Securitization Note
Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower and (ii) remit from the applicable
account (A) prior to the Securitization Date, within two Business Days of receipt of properly identified funds (unless otherwise
specified pursuant to an interim servicing agreement) and (B) on or after the Securitization Date, (A) with respect to the Lead
Securitization Notes, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Notes
and (B) with respect to each Non-Lead Securitization Note, (x) prior to the Non-Lead Securitization, the remittance date under
the Lead Securitization Servicing Agreement for the Lead Securitization Notes and (y) on or after the Non-Lead Securitization,
the earlier of the remittance date under the Lead Securitization Servicing Agreement and the business day immediately succeeding
the “determination date” set forth in the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization
Notes, all payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect
to the Non-Lead Securitization Notes (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained
by the applicable Note Holder.


 


  (b)      If
the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received
or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar
law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, a Non-Lead Securitization Note
Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization
Note Holder shall not be required to distribute any portion thereof to such Non-Lead Securitization Note Holders and such Non-Lead
Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note
Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead


 






    30


     


    

 


Securitization
Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required
to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto.


 


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


 


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


 


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


 


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


 


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


 






    31


     


    

 


Loan
Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage
Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not any of the Non-Lead Securitization
Note Holders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application
or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency
Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization
Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and
all rights and taking any and all actions available to the Non-Lead Securitization Note Holders in connection with any case by
or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation,
the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the
Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect
to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, each Non-Lead
Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further
deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing
of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject
to and must be in accordance with the Servicing Standard.


 


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


 


Section
12.     No Creation of a Partnership or Exclusive Purchase
Right. Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the
relationship created hereby between the Note Holders as a partnership, association, joint venture or other entity. No Note
Holder shall have any obligation whatsoever


 






    32


     


    

 


to
offer to any other Note Holder the opportunity to purchase a participation interest in any future loans originated by such Note
Holder or its Affiliates and if any Note Holder chooses to offer to any other Note Holder the opportunity to purchase a participation
interest in any future mortgage loans originated by such Note Holder or its Affiliates, such offer shall be at such purchase price
and interest rate as such Note Holder chooses, in its sole and absolute discretion. No Note Holder shall have any obligation whatsoever
to purchase from any other Note Holder a participation interest in any future loans originated by such Note Holder or its Affiliates.


 


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


 


Section
14.     Sale of the Notes.


 


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


 






    33


     


    

 


obtain
the consent of any other Note Holder, the Rating Agencies or any other Person, to Transfer 49% or less (in the aggregate) of its
Note or any beneficial interest in its Note whether or not the related transferee is a Qualified Institutional Lender. None of
the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes in accordance with the terms and
conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms
and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage
Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which
is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the
Lead Securitization Trust.


 


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


 


  (c)       Any
Note Holder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage Loan Borrower or any Borrower
Affiliate) which has extended a credit facility to such Note Holder or has entered into a repurchase agreement with such Note
Holder that, in each case, is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt
is rated at least “A” (or the equivalent) or better by each Rating Agency or to an entity with respect to which Rating
Agency Confirmation has been obtained pursuant to this Section 14 (each a “Note Pledgee”), on terms and conditions
set forth in this Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any Person
which Controls such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge”
hereunder and Rating Agency Confirmation shall not be required, provided that a Note Pledgee which is not a Qualified Institutional
Lender may not take title to the pledged Note without a Rating Agency Confirmation. Upon written notice by the applicable Note
Holder to any other Note Holder and any Servicer that a Pledge has been effected (including the name and address of the applicable
Note Pledgee), such other Note Holder agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee
written notice of any default by the pledging Note Holder in respect of its obligations under this Agreement of which default
such Note Holder has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging
Note Holder in respect of its obligations to any other Note Holder hereunder, but such Note Pledgee shall not be obligated to
cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement shall be effective against
such Note Pledgee without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned
or delayed; (iv) that such other Note Holder shall give to such Note Pledgee copies of any notice of default under this Agreement
simultaneously with the giving of same to the pledging Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee
such certificate(s) as Note


 






    34


     


    

 


Pledgee
shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to such other
Note Holder; and (vi) that, upon written notice (a “Redirection Notice”) to the other Note Holders and any
Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure periods, under the pledging
Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the pledging Note Holder
and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder), and until such Redirection
Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Note Holder
or Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant to this Agreement or the
Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely releases the other Note
Holders and each Servicer from any liability to the pledging Note Holder on account of such other Note Holder’s or Servicer’s
compliance with any Redirection Notice believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee.
A Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee
(and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement.
In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage
Loan Borrower or any Affiliate thereof that is also a Qualified Institutional Lender at any foreclosure or similar sale held by
such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the pledging Note
Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender
shall assume in writing the obligations of the pledging Note Holder hereunder accruing from and after such Transfer (i.e.,
realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The
rights of a Note Pledgee under this Section 14(c) shall remain effective as to any Note Holder (and any Servicer) unless and until
such Note Pledgee shall have notified any such Note Holder (and any Servicer, as applicable) in writing that its interest in the
pledged Note has terminated.


 


(d)       Notwithstanding
any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified Institutional Lender
provides financing to a Note Holder then such Note Holder shall have the right to grant a security interest in its Note to such
Conduit notwithstanding that such Conduit is not a Qualified Institutional Lender, if the following conditions are satisfied:


 


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


 


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


 


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


 


(iv)       The
Conduit Credit Enhancer and the Conduit agree that, if such Note Holder defaults under the Conduit Inventory Loan, or if the Conduit
is unable to refinance its outstanding commercial paper even if there is no default by such Note Holder, the


 






    35


     


    

 


Conduit Credit Enhancer
will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of such Note Holder’s
Note to the Conduit Credit Enhancer; and


 


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


 


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


 


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


 


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


 






    36


     


    

 


OBLIGATIONS
LAW). EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT.


 


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


 


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


 


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


 


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


 


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


 


Section
18.     Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing
signed by each Note Holder. Additionally, for as long as any Note is contained in a Securitization Trust, the Note Holders
shall not amend or modify this Agreement without first receiving a Rating Agency Confirmation. However, no such confirmation
from the Rating Agencies shall be required in connection with a modification (i) to cure any ambiguity, to correct an error
or supplement any provisions herein that may be defective or inconsistent with any other provisions herein or with the Lead
Securitization Servicing Agreement, (ii) to make other provisions with respect to matters or questions arising under this
Agreement, which shall not be inconsistent with the provisions of this Agreement or (iii) entered into pursuant to Section 31
of this Agreement or (iv) if and to the extent that it would be deemed given or not required pursuant to the definition of
Rating Agency Confirmation in the Lead Securitization Servicing Agreement and/or any Non-Lead Securitization Servicing
Agreement, as applicable.


 






    37


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


(b)       Each
Non-Lead Securitization Note Holder agrees to indemnify the Lead Securitization Note Holder against and hold the Lead Securitization
Note Holder harmless from and against any Taxes, interest, penalties and attorneys’ fees and disbursements arising or resulting
from any failure of the Lead Securitization Note Holder to withhold Taxes from


 






    38


     


    

 


payment
made to such Non-Lead Securitization Note Holder in reliance upon any representation, certificate, statement, document or instrument
made or provided by such Non-Lead Securitization Note Holder to the Lead Securitization Note Holder in connection with the obligation
of the Lead Securitization Note Holder to withhold Taxes from payments made to such Non-Lead Securitization Note Holder. It is
expressly understood and agreed that (i) the Lead Securitization Note Holder shall be absolutely and unconditionally entitled
to accept any such representation, certificate, statement, document or instrument as being true and correct in all respects and
to fully rely thereon without any obligation or responsibility to investigate or to make any inquiries with respect to the accuracy,
veracity, correctness or validity of the same and (ii) such Non-Lead Securitization Note Holder, upon request of the Lead Securitization
Note Holder and at its sole cost and expense, shall defend any claim or action relating to the foregoing indemnification using
counsel selected by the Lead Securitization Note Holder.


 


(c)       Each
Non-Lead Securitization Note Holder represents to the Lead Securitization Note Holder (for the benefit of the Mortgage Loan Borrower)
that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower is obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement.
Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, each
Non-Lead Securitization Note Holder shall deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence
satisfactory to the Lead Securitization Note Holder substantiating that such Note Holder is not a Non-Exempt Person and that the
Lead Securitization Note Holder is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the
Mortgage Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if a Non-Lead Securitization
Note Holder is created or organized under the laws of the United States, any state thereof or the District of Columbia, it shall
satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder an Internal Revenue Service
Form W-9 and (ii) if a Non-Lead Securitization Note Holder is not created or organized under the laws of the United States, any
state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower is treated
for United States income tax purposes as derived in whole or part from sources within the United States, such Note Holder shall
satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal Revenue Service
Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time,
duly executed by such Note Holder, as evidence of such Note Holder’s exemption from the withholding of United States tax
with respect thereto. The Lead Securitization Note Holder shall not be obligated to make any payment hereunder with respect to
a Non-Lead Securitization Note or otherwise until the related Non-Lead Securitization Note Holder shall have furnished to the
Lead Securitization Note Holder requested forms, certificates, statements or documents.


 


Section
25.     Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan
Documents (other than each Non-Lead Securitization Note) (a) prior to the Lead Securitization will be held by the Initial
Agent and (b) after the Lead Securitization, will be held by the Lead Securitization Note Holder (in the name of the Trustee
and held by a duly appointed custodian therefor in accordance with the Lead Securitization Servicing Agreement), in each
case, on behalf of the registered holders of the Notes.


 






    39


     


    

 


Section
26.     Cooperation in Securitization.


 


  (a)       Each
Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization Note Holder,
each Non-Lead Securitization Note Holder shall use reasonable efforts, at the Lead Securitization Note Holder’s expense,
to satisfy, and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy,
the market standards to which the Lead Securitization Note Holder customarily adheres or which may be reasonably required in the
marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable)
any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in
attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case,
as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either
in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, none of the Non-Lead Securitization
Note Holders shall be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification,
as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount
of any payments due to or priority of such payments to, a Non-Lead Securitization Note Holder or (ii) materially increase a Non-Lead
Securitization Note Holders’ obligations or materially decrease any Non-Lead Securitization Note Holders’ rights,
remedies or protections. In connection with the Lead Securitization, each Non-Lead Securitization Note Holder agrees to provide
for inclusion in any disclosure document relating to the Lead Securitization such information concerning such Non-Lead Securitization
Note Holder and the related Non-Lead Securitization Note as the Lead Securitization Note Holder reasonably determines to be necessary
or appropriate. Such Non-Lead Securitization Note Holder agrees that it shall, at the Lead Securitization Note Holder’s
expense, cooperate with the reasonable requests of each Rating Agency and Lead Securitization Note Holder in connection with the
Lead Securitization (including, without limitation, reasonably cooperating with the Lead Securitization Noteholder (without any
obligation to make additional representations and warranties) to enable the Lead Securitization Noteholder to make all necessary
certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage
Loan and the Lead Securitization), as well as in connection with all other matters and the preparation of any offering documents
thereof and to review and respond reasonably promptly with respect to any information relating to a Non-Lead Securitization Note
Holder and the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges
that the information provided by it to the Lead Securitization Note Holder may be incorporated into the offering documents for
the Lead Securitization. The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information
supplied by, or on behalf of, each Non-Lead Securitization Note Holder. The Lead Securitization Note Holder will reasonably cooperate
with each Non-Lead Securitization Note Holder by providing all information reasonably requested that is in the Lead Securitization
Note Holder’s possession in connection with each Non-Lead Securitization Note Holders’ preparation of disclosure materials
in connection with a Securitization.


 






    40


     


    

 


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


 


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


 


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


 


Section
29.     Certain Matters Affecting the Agent.


 


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


 


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


 


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


 


  (d)       None
of the Agent or any of its directors, officers, employees, Affiliates, agents or “control” persons within the meaning
of the Act shall be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by
the Agent to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


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


 


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


 


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


 






    41


     


    

 


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


 


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


 


Section
31.     Resizing. Notwithstanding any other provision of this Agreement, for so long as a
Noteholder or an affiliate of a Note Holder (the “Resizing Holder”) is the owner of a Non-Lead
Securitization Note (the “Owned Note”) and such Owned Note is not included in a Securitization, such
Resizing Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan
Borrower to execute amended and restated notes or additional notes (in either case, “New Notes”)
reallocating the principal of the Owned Note to such New Notes; or severing the Owned Note into one or more further
“component” notes in the aggregate principal amount equal to the then outstanding principal balance of the Owned
Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no
greater than the aggregate principal of the Owned Note prior to such amendments, (ii) all Notes continue to have the same
weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari
passu basis (to the extent described in the Mortgage Loan Agreement) and such reallocated or component notes shall be
automatically subject to the terms of this Agreement, (iv) the Resizing Holder holding the New Notes shall notify the Lead
Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in
writing (which may be by e-mail) of such modified allocations and principal amounts, and (v) the execution of such amendments
and New Notes does not violate the Servicing Standard. Except for the foregoing reallocation and for modifications pursuant
to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the
consent of its holder and the consent of the holders of the other Notes. In connection with the foregoing (provided the
conditions set forth in (i) through (v) above are satisfied), (1) the Master Servicer is hereby authorized and directed to
execute amendments to the Mortgage Loan Documents and this Agreement (or to amend and restate any Mortgage Loan Document or
this Agreement) on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such
reallocation of principal or severing of a Note (provided that such “component” notes shall each have their same
rights as the respective original Note) and (2) if more than one New Note is created hereunder, for purposes of exercising
the rights of a Non-Lead Note Holder hereunder, the definition of the


 






    42


     


    

 


term
“Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect
the New Notes.


 


[SIGNATURE
PAGE FOLLOWS]


 






    43


     


    







 


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


 


Hilton
USA Trust 2016-HHV – HHV Co-Lender Agreement  


 






    


     


    

 







	 	 	 
	 	Initial Note 1 Holder
	 	 
	 	JPMORGAN
    CHASE BANK, NATIONAL 

    ASSOCIATION, a national banking 

    association
	 	 	 
	 	By:	/s/ Dwayne
    McNicholas
	 	 	Name:  Dwayne McNicholas

    Title:    Vice President



 


Hilton
USA Trust 2016-HHV – HHV Co-Lender Agreement 


 





     


     

    

  


	 	 	 
	 	Initial Note 2 Holder
	 	 
	 	DEUTSCHE
    BANK, AG, NEW YORK

    BRANCH
	 	 	 
	 	By:	/s/ Matt Smith
	 	 	Name: Matt Smith

    Title:   Director
	 	 	 
	 	By:	/s/
    Natalie Grainger
	 	 	Name: Natalie Grainger

    Title:   Director




 


Hilton
USA Trust 2016-HHV – HHV Co-Lender Agreement 


 


     


     

    

 


	 	 	 
	 	Initial Note 3 Holder
	 	 
	 	GOLDMAN
    SACHS MORTGAGE 

    COMPANY, A Delaware limited partnership
	 	 	 
	 	By:	/s/ Leah Nivison
	 	Name: Leah Nivison

    Title:   Authorized Signatory 



 


Hilton
USA Trust 2016-HHV – HHV Co-Lender Agreement 


 



     


     

    

 


	 	 	 
	 	Initial Note 4 Holder
	 	 
	 	BARCLAYS
BANK PLC, a public company 

registered in England and Wales
	 	 	 
	 	By:	/s/
    Michael Birajiclian
	 	 	Name:  Michael Birajiclian

    Title:    Authorized Signatory 



 


Hilton
USA Trust 2016-HHV – HHV Co-Lender Agreement 


 



     


     

    

 


	 	 	 
	 	Initial Note 5 Holder
	 	 
	 	MORGAN
STANLEY BANK, N.A., a 

national banking association
	 	 	 
	 	By:	/s/
    George Kok
	 	 	Name:  George Kok

    Title:    Authorized Signatory 



 


Hilton
USA Trust 2016-HHV – HHV Co-Lender Agreement 


 



     


     

    

 


	 	 	 
	 	Initial Note 6 Holder
	 	 
	 	CANTOR
COMMERCIAL REAL ESTATE 

LENDING, L.P., A Delaware limited 

partnership
	 	 	 
	 	By:	/s/
    Gary F. Stellato
	 	Name:  Gary F. Stellato
 Title:    Secretary



 


Hilton
USA Trust 2016-HHV – HHV Co-Lender Agreement 


 



     


     

    

 





EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


Description
of Mortgage Loan


 


	Mortgage
    Loan Borrower:	Hilton
    Hawaiian Village L.L.C.
	Date
    of Mortgage Loan: 	October
    24, 2016
	Date
    of Notes: 	October
    24, 2016
	Original
    Principal Amount of Mortgage Loan:	$1,275,000,000
	Principal
    Amount of Mortgage Loan as of the date hereof:	$1,275,000,000
	Initial
    Note A-1-A Principal Balance:	$24,975,000
	Initial
    Note A-1-B Principal Balance:	$18,315,000
	Initial
    Note A-1-C Principal Balance:	$104,490,000
	Initial
    Note A-1-D Principal Balance:	$6,660,000
	Initial
    Note A-1-E Principal Balance:	$17,160,000
	Initial
    Note A-2-A-1 Principal Balance:	$94,000,000
	Initial
    Note A-2-A-2 Principal Balance:	$80,000,000
	Initial
    Note A-2-A-3 Principal Balance:	$32,250,000
	Initial
    Note A-2-A-4 Principal Balance	$30,000,000
	Initial
    Note A-2-B-1 Principal Balance:	$60,000,000
	Initial
    Note A-2-B-2 Principal Balance:	$56,625,000
	Initial
    Note A-2-B-3 Principal Balance:	$56,625,000
	Initial
    Note A-2-D-1 Principal Balance:	$31,500,000
	Initial
    Note A-2-D-2 Principal Balance:	$31,500,000
	Initial
    Note A-2-E-1 Principal Balance:	$26,250,000
	Initial
    Note A-2-E-2 Principal Balance:	$26,250,000
	Initial
    Note B-1 Principal Balance:	$216,900,000
	Initial
    Note B-2 Principal Balance:	$159,060,000
	Initial
    Note B-3 Principal Balance:	$86,760,000
	Initial
    Note B-4 Principal Balance:	$57,840,000
	Initial
    Note B-5 Principal Balance:	$57,840,000
	Location
    of Mortgaged Property:	2005
    Kalia Road, Honolulu, Hawaii 968159
	Scheduled
    Maturity Date:	November
    1, 2026
	 	 	 


 


    A-1


     


    

 

EXHIBIT
B


 


1.       Initial
Note 1 Holder:


 


(Prior
to Lead Note Securitization):


 


JPMorgan
Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Thomas Nicholas Cassino

Facsimile No.: (212) 834-6047


 


and


 


JPMorgan
Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy S. Alto

Facsimile No.: (212) 623-4779


 


with
a copy to:



Cadwalader, Wickersham & Taft LLP





One
World Financial Center





New
York, New York 10281





Attention:
Fredric L. Altschuler, Esq.

Facsimile No.: (212) 504-6666


 


2.       Initial
Note 2 Holder:


 


Deutsche
Bank, AG, New York Branch

60 Wall Street

New York, New York 10005

Attention: Robert Pettinato

Telecopier: (212) 797-4488

E-Mail: Robert.pettinato@db.com


 


with
a copy to:


 


Deutsche
Bank AG, New York Branch

60 Wall Street

New York, New York 10005

Attention: General Counsel


 






    B-1


     


    

 


3.
Initial Note 3 Holder:


 


Goldman
Sachs Mortgage Group

200 West Street

New York, New York 10282

Attention: Leah Nivison

Fax number: (212) 428-1439

E-mail: leah.nivison@gs.com


 


with
a copy to:


 


Goldman
Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Peter Morreale

Fax number: (212) 902-3000

E-mail: peter.morreale@gs.com


 


4.
Initial Note 4 Holder:


 


Barclays
Bank PLC

745 Seventh Avenue

New York, New York 10020

Attention: Michael S. Birajiclian


 


5.
Initial Note 5 Holder:


 


Morgan
Stanley Bank, N.A.

1585 Broadway, 25th Floor

New York, New York 10036

Attention: Michael S. Birajiclian


 


6.
Initial Note 6 Holder:


 


Cantor
Commercial Real Estate Lending, L.P.

110 East 59th Street

New York, New York 10022

Attention: Legal Department

Facsimile No.: (212) 610-3623

E-mail: legal@ccre.com


 






    B-2


     


    

 


(Following
Securitization of Note A-1-A):


 


(i)       
Depositor:


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York 10179

Attention: Kunal K. Singh

E-mail: US_CMBS_Notice @jpmorgan.com


 


with
a copy to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

32nd Floor

New York, New York 10179

Attention: Bianca A. Russo

Managing Director and Associate General Counsel

E-mail: US_CMBS_Notice @jpmorgan.com


 


(ii)       Master Servicer:


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing, MAC D1086-120

Three Wells Fargo

401 S. Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: Hilton USA Trust 2016-HHV Asset Manager

Facsimile: (704) 715-0036

E-mail: commercial.servicing@wellsfargo.com


 


with
a copy to:



Wells Fargo Bank, National Association

Legal Department, D1053-300

301 South College Street, 30th Floor

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Facsimile: (704) 383-0353


 


with
an additional copy to:



K&L Gates LLP

Hearst Tower

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: Hilton USA Trust 2016-HHV

Fax Number: (704) 353-3190


 






    B-3


     


    

 


(iii)
Special Servicer:


 


AEGON
USA Realty Advisors, LLC,

4333 Edgewood Road NE,

Cedar Rapids, IA 52499

Attention: Vice President, Special Servicing

Fax Number: (319) 355-8030

Email: gdryden@aegonusa.com and

specialservicing@aegonusa.com


 


(iv)
Certificate Administrator: 




Wells Fargo Bank, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Corporate Trust Services – Hilton USA Trust 2016-HHV 


Telephone:
(410) 884-2000


 


with
a copy to: 




Facsimile: (410) 715-2380 


Email:
trustadministrationgroup@wellsfargo.com and 


cts.cmbs.bond.admin@wellsfargo.com


 


(v)
Trustee:


 


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19801

Attention: CMBS Trust Hilton USA Trust 2016-HHV


 


with
a copy to:



Facsimile: 302-636-4140

Email: cmbstrustee@wilmingtontrust.com


 






    B-4


     


    







 


EXHIBIT
C


 


1.
Apollo Global Real Estate





2.
Archon Capital, L.P.





3.
AREA Property Partners





4.
BlackRock, Inc.





5.
The Blackstone Group International Ltd.





6.
Capital Trust, Inc.





7.
Clarion Partners





8.
Colony Capital, Inc.





9.
DLJ Real Estate Capital Partners





10.
Eightfold Real Estate Capital, L.P.





11.
Fortress Investment Group LLC





12.
Garrison Investment Group





13.
Goldman, Sachs & Co.





14.
iStar Financial Inc.





15.
J.E. Roberts Companies





16.
Lend-Lease Real Estate Investments





17.
LoanCore Capital





18.
Lonestar Funds





19.
Praedium Group





20.
Raith Capital Partners, LLC





21.
Rialto Capital Management, LLC





22.
Rialto Capital Advisors, LLC





23.
Rockpoint Group





24.
Starwood Capital/Starwood Financial Trust





25.
Torchlight Investors





26.
Walton Street Capital, LLC





27.
Westbrook Partners





28.
WestRiver Capital





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


 





    C-1