Exhibit 4.7 

 





EXECUTION VERSION 


 


AGREEMENT
BETWEEN NOTEHOLDERS




 


Dated
as of June 30, 2015



by and between




 


JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION



(Senior Noteholder)


 


and


 


JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION



(Junior Noteholder)


 


BRIDGEWATER
PLACE


 




    	 



    	 



    


 


THIS AGREEMENT BETWEEN
NOTEHOLDERS (“Agreement”), dated as of June 30, 2015 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
a national banking association, having an address of 383 Madison Avenue, New York, New York 10179 (together with its successors
and assigns in interest, in its capacity as initial owner of the Senior Note, the “Initial Senior Noteholder”,
and in its capacity as the initial agent, the “Initial Agent”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
a national banking association, having an address of 383 Madison Avenue, New York, New York 10179 (together with its successors
and assigns in interest, in its capacity as initial owner of the Junior Note, the “Initial Junior Noteholder”).


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), the Initial Senior Noteholder originated a certain loan (the “Mortgage
Loan”) described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to
the mortgage loan borrower(s) described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which
is evidenced, inter alia, by two promissory notes (as amended, modified or supplemented, the “Notes”),
each dated as of June 1, 2015, with the first such note in the original principal amount of $31,000,000 (the “Senior
Note”) made by the Mortgage Loan Borrower in favor of the Initial Senior Noteholder, and the second such note in the
original principal amount of $5,000,000 (the “Junior Note”) made by the Mortgage Loan Borrower in favor of
the Initial Junior Noteholder, which notes are each secured by certain first mortgages (as amended, modified or supplemented,
the “Mortgage”) on one or more parcels of, or estates in, real property located as described on the Mortgage
Loan Schedule (collectively, the “Mortgaged Property”); and


 


WHEREAS,
the Initial Senior Noteholder and the Initial Junior Noteholder desire to enter into this Agreement to memorialize the terms under
which the Initial Senior Noteholder and the Initial Junior Noteholder are holding the Senior Note and the Junior Note, respectively,
in the Mortgage Loan.


 


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


 


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


 


“Additional
Servicing Expenses” shall mean (a) all property protection advances, fees and/or expenses incurred by and reimbursable
to any Servicer, Trustee, Securitization Operating Advisor, Certificate Administrator or fiscal agent pursuant to the Servicing
Agreement, and (b) all interest accrued on Advances made by any Servicer, Trustee or fiscal agent in accordance with the terms
of the Servicing Agreement; provided that the aggregate special servicing administration fee (which fee is payable solely
during the period that the Mortgage Loan is a Specially Serviced Mortgage Loan) shall not exceed an amount equal to


 






    	 



    	 



    

 


0.25% per
annum of the outstanding principal balance of the Mortgage Loan, the special servicing liquidation fee (or equivalent) shall not
exceed 1.0% of the collections made with respect to the Mortgage Loan or any sums received from proceeds from the disposition
of the Mortgaged Property or the Mortgage Loan, as the case may be, and the special servicing workout fee (or equivalent) shall
not exceed 1.0% of the collections made with respect to the Mortgage Loan while the Mortgage Loan is a performing or “corrected”
loan (or such other analogous term pursuant to the Servicing Agreement).


 


“Advance
Interest Amount” shall mean interest payable on Advances, as specified in the Servicing Agreement.


 


“Advance
Interest Rate” shall have the meaning assigned to the term “Reimbursement Rate” or such other analogous
term used in the Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Certificate
Administrator” shall mean the certificate administrator under the Securitization Servicing Agreement, if any.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Controlling
Noteholder” shall mean as of any date of determination (i) the Junior Noteholder, unless a Control Appraisal Period
has occurred and is continuing or (ii) if a Control Appraisal Period has occurred and is continuing, the Senior Noteholder; provided
that, if the Junior Noteholder would be the Controlling Noteholder pursuant to the terms hereof, but any interest in the Junior
Note is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower or Mortgage
Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Controlling Noteholder, a Control Appraisal
Period shall be deemed to have occurred. If a Control Appraisal Period has occurred and any interest in the Senior Note is held
by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower or Mortgage Loan Borrower
Related Party would otherwise be entitled to exercise the rights of the Senior Note as Controlling Noteholder, the rights of the
Controlling Noteholder shall be deemed null and void and no Mortgage Loan Borrower or Mortgage Loan Borrower Related Party shall
be entitled to exercise such rights. As of the Closing Date, the Controlling Noteholder will be the Junior Noteholder.


 


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


 


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


 


“Defaulted
Mortgage Loan Purchase Price” shall mean the sum, without duplication, of (a) the Principal Balance of the Senior
Note, (b) accrued and unpaid interest thereon at the Senior Note Rate, from the date as to which interest was last paid in
full by Mortgage Loan Borrower up to and including the end of the interest accrual period relating to the Monthly Payment Date
next following the date the purchase occurred, (c) any other amounts due under the Mortgage Loan, other than Prepayment Premiums,
default interest, late fees, exit fees and any other similar fees, provided that if the Mortgage Loan Borrower or a Mortgage
Loan Borrower Related Party is the purchaser, the Defaulted Mortgage Loan Purchase Price shall include Prepayment Premiums, default
interest, late fees, exit fees and any other similar fees, (d) without duplication of amounts under clause (c), any unreimbursed
property protection or servicing Advances and any expenses incurred in enforcing the Mortgage Loan Documents (including, without
limitation, servicing Advances payable or reimbursable to any Servicer, and earned and unreimbursed special servicing fees), (e)
without duplication of amounts under clause (c), any accrued and unpaid Advance Interest Amount, (f) (i) if the Mortgage
Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser or (ii) if the Mortgage Loan is purchased after ninety
(90) days after the first such option becomes exercisable pursuant to Section 12 of this Agreement, any liquidation or workout
fees (provided that no such liquidation fee or workout fee shall be in excess of 1.00%) payable under the Securitization Servicing
Agreement with respect to the Mortgage Loan and (g)  any Recovered Costs not reimbursed previously to the Senior Note pursuant
to this Agreement. Notwithstanding the foregoing, if the Junior Noteholder is purchasing from the Mortgage Loan Borrower or a
Mortgage Loan Borrower Related Party, the Defaulted Mortgage Loan Purchase Price shall not include the amounts described under
clauses (d) through (f) of this definition. If the Mortgage Loan is converted into a REO Property, for purposes of determining
the Defaulted Mortgage Loan Purchase Price, interest will be deemed to continue to accrue at the Senior Note Rate on the Senior
Note Principal Balance, as if the Mortgage Loan were not so converted. In no event shall the Defaulted Mortgage Loan Purchase
Price include amounts due or payable to the Junior Noteholder under this Agreement.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial
Noteholders” shall mean, collectively, the Initial Junior Noteholder and the Initial Senior Noteholder.


 


“Initial
Senior Noteholder” 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 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;


 






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provided, further, however, that for the purposes of this definition, in the event that more
than one entity comprises the Mortgage Loan Borrower, the term “Mortgage Loan Borrower” shall refer to any such entity.


 


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


 


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


 


“Interim
Servicing Agreement” shall mean that certain interim servicing agreement to be negotiated in good faith between the
parties hereto after the date hereof. Until such time as the parties hereto execute an Interim Servicing Agreement, the Noteholders
shall cause the Mortgage Loan to be serviced by JPMorgan Chase Bank, National Association, who shall cause C-III Asset Management,
LLC to subservice the Mortgage Loan in accordance with this Agreement and the customary and usual servicing practices of originators
of commercial mortgage loans intended to be securitized. The Servicing Fee Rate under the Interim Servicing Agreement will be
3.0 basis points per annum, paid monthly based on the outstanding principal balance of the Notes and calculated on the same basis
as interest is accrued on the Mortgage Loan.


 


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


 


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


 


“Junior
Noteholder” shall mean the Initial Junior Noteholder, and its successors in interest, or any subsequent holder of the
Junior Note.


 


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


 


“Junior
Note Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Junior Note
Principal Balance and the denominator of which is the sum of the Senior Note Principal Balance and the Junior Note Principal Balance.


 


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


 


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


 


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


 






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


 


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


 


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


 


“Major
Decisions” shall mean:


 


(i)          any
workout or other change to any Mortgage Loan that would result in any modification of, or waiver with respect to, the Mortgage
Loan that would result in the extension of the maturity date or extended maturity date thereof, a reduction in the interest rate
borne thereby or the monthly debt service payment or a deferral or a forgiveness of interest on or principal of the Mortgage Loan
or a modification or waiver of any other monetary term of the Mortgage Loan relating to the amount or timing of any payment of
principal or interest or any other sums (including reserve requirements) due and payable under the Mortgage Loan Documents or
a modification or waiver of any material non-monetary provision of the Mortgage Loan, including but not limited to provisions
which restrict the Mortgage Loan Borrower or its equity owners from incurring additional indebtedness or transferring interests
in the Mortgaged Property or the Mortgage Loan Borrower;


 


(ii)         any
modification of, or waiver with respect to, the Mortgage Loan that would result in a discounted pay-off of the Junior Note;


 


(iii)        the
decision to institute or not to institute any foreclosure upon or comparable conversion (which may include acquisition of a REO
Property) of the ownership of the Mortgaged Property or any acquisition of the Mortgaged Property by deed-in-lieu of foreclosure
or any other exercise of remedies following an Event of Default;


 


(iv)        any
material direct or indirect sale of all or any material portion of the Mortgaged Property or REO Property other than those required
pursuant to the specific terms of the Mortgage Loan Documents and for which there is no material lender discretion;


 


(v)         any
substitution, release or addition of collateral for the Mortgage Loan other than those required pursuant to the specific terms
of the Mortgage Loan Documents and for which there is no material lender discretion;


 


(vi)        any
release of the Mortgage Loan Borrower or guarantor from liability with respect to the Mortgage Loan including, without limitation,
by acceptance of an assumption of the Mortgage Loan by a successor Mortgage Loan Borrower or replacement guarantor other than
those required pursuant to the specific terms of the Mortgage Loan Documents and for which there is no material lender discretion;


 



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(vii)       any
determination (1) not to enforce a “due-on-sale” or “due–on–encumbrance” clause (unless such
clause is not exercisable under applicable law or such exercise is reasonably likely to result in successful legal action by the
Mortgage Loan Borrower) or (2) accelerate a Mortgage Loan (other than automatic accelerations pursuant to the Mortgage Loan Documents);


 


(viii)      any
transfer of the Mortgaged Property or any portion thereof, or any transfer of any direct or indirect ownership interest in the
Mortgage Loan Borrower, other than those required pursuant to the specific terms of the Mortgage Loan Documents and for which
there is no material lender discretion;


 


(ix)         any
incurring of additional debt by the Mortgage Loan Borrower, including the terms of any document evidencing or securing any such
additional debt and of any intercreditor or subordination agreement executed in connection therewith and any waiver of or amendment
or modification to the terms of any such document or agreement or incurring of mezzanine financing by any beneficial owner of
the Mortgage Loan Borrower, including the terms of any document evidencing or securing any such mezzanine debt and of any intercreditor
or subordination agreement executed in connection therewith and any waiver of or amendment or modification to the terms of any
such document or agreement (other than those required pursuant to the specific terms of the Mortgage Loan Documents and for which
there is no material lender discretion);


 


(x)          the
waiver or modification of any documentation relating to the Guarantor’s obligations under the Guaranty (as defined in the
Mortgage Loan Documents);


 


(xi)         any
approval, material modification or termination of a Major Lease (as defined in the Mortgage Loan Documents), to the extent lender’s
approval is required by the Mortgage Loan Documents;


 


(xii)        the
voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower unless any
option to purchase the Senior Note pursuant to Section 12 of this Agreement has expired or been waived under Section 12 hereunder;


 


(xiii)       any
approval of a plan in bankruptcy or reorganization of any Mortgage Loan Borrower, or any guarantor or any other party required
to be a special purpose entity under the Mortgage Loan Documents;


 


(xiv)      to
the extent the lender has approval rights or discretion under the Mortgage Loan Documents, and subject to the REMIC Provisions,
any approval of casualty/condemnation insurance settlements or any determination to apply casualty proceeds toward repayment of
the Mortgage Loan rather than toward restoration; and


 






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(xv)          the
releases of any escrows or reserve accounts other than those required pursuant to the specific terms of the Mortgage Loan Documents
and for which there is no material lender discretion.


 


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


 


“Model
PSA” shall mean the pooling and servicing agreement for the JPMBB Commercial Mortgage Securities Trust 2015-C29 transaction,
dated as of June 1, 2015, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National
Association, as master servicer and certificate administrator, Midland Loan Services, a Division of PNC Bank, National Association,
as special servicer, Wilmington Trust, National Association, as trustee and Pentalpha Surveillance LLC, as senior trust advisor.


 


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


 


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


 


“Monthly
Payment” shall mean have the meaning assigned to such term in the Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage
Loan Agreement” shall mean the mortgage loan agreement, dated as of June 1, 2015, between the Mortgage Loan Borrower
and the Senior Noteholder, as the same may be amended, restated, renewed, extended, modified or supplemented from time to time,
subject to the terms hereof.


 


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


 






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“Mortgage
Loan Borrower Related Party” shall have the meaning assigned to such term in Section 18.


 


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


 


“Mortgage
Loan Rate” shall mean, as of any date of determination, the weighted average of the Senior Note Rate and the Junior
Note Rate.


 


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


 


“Net
Junior Note Rate” shall mean the Junior Note Rate minus the Servicing Fee Rate.


 


“Net
Senior Note Rate” shall mean the Senior Note Rate minus the Servicing Fee Rate.


 


“Non-Controlling
Noteholder” shall mean the Senior Noteholder or, if a Control Appraisal Period has occurred and is continuing, the Junior
Noteholder.


 


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


 


“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 Senior Noteholder
to make such payments free of any obligation or liability for withholding.


 


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


 


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


 


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


 


“Noteholder”
shall mean either of the Senior Noteholder and the Junior Noteholder, as applicable.


 


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


 


“Note”
shall mean either of the Senior Note and the Junior Note, as applicable.


 






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“Note
Default Interest Spread” shall mean a rate per annum equal to (5%); provided, however, that if the weighted
average of the Senior Note Default Rate and the Junior Note Default Rate would exceed the maximum rate permitted by applicable
law, the note default interest spread shall equal (i) the rate at which the weighted average of the Senior Note Default Rate and
the Junior Note Default Rate equals the maximum rate permitted by applicable law minus (ii) the Interest Rate.


 


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


 


“Note
Rate” shall mean either of the Senior Note Rate and the Junior Note Rate, as applicable.


 


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


 


“Operating
Advisor” shall mean, with respect to the Mortgage Loan, the advisor appointed pursuant to Section 6(a).


 


“Percentage
Interest” shall mean, with respect to the Senior Noteholder, the Senior Note Percentage Interest, and with respect to
the Junior Noteholder, the Junior Note Percentage Interest, as each may be adjusted from time to time.


 


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


 


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


 


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


 


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


 


“Principal
Balance” shall mean either of the Senior Note Principal Balance and the Junior Note Principal Balance, as applicable.


 


“Qualified
Institutional Lender” shall mean each of the Initial Noteholders, 400 Capital Credit Opportunities Master Fund Ltd.
and any other U.S. Person that is:


 


(a)          an
entity Controlled (as defined below) by, under common Control with or Controlling either the Initial Senior Noteholder or the
Initial Junior Noteholder or 400 Capital Credit Opportunities Master Fund Ltd., or


 






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(b)          one
or more of the following:


 


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


 


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


 


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


 


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


 






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owned, directly or indirectly, by one or more entities that are otherwise
Qualified Institutional Lenders (without regard to the capital surplus/equity and total asset requirements set forth below in
the definition), or


 


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


 


in
the case of any entity referred to in clause (b)(i), (ii), (iii)(a), (iv)(B) or (v) of this definition, (x) such entity has at
least $250,000,000 in capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory firm
or similar fiduciary) and at least $650,000,000 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 to commercial real estate or owning or operating commercial real estate properties; provided that, in the case
of the entity described in clause (iv) (B) above, the requirements of this clause (y) may be satisfied by a general partner, managing
member, or the fund manager responsible for the day-to-day management and operation of such entity, or


 


(c)          any
entity Controlled (as defined below) by any of the entities described in clause (b) above or approved by the Rating Agencies hereunder
as a Qualified Institutional Lender for purposes of this Agreement.


 


For
purposes of this definition only, “Control” means the ownership, directly or indirectly, in the aggregate of
more than fifty percent (50%) of the beneficial ownership interests of an entity or the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise
voting power, by contract or otherwise (“Controlled” and “Controlling” have the meaning
correlative thereto).


 


“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 $100,000,000 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 the Depositor to rate the securities issued in connection with the
Securitization of the Senior Note; provided, however, that, at any time during which the Senior Note is an asset of one or more
Securitizations, “Rating Agencies” or “Rating Agency” shall mean only those rating agencies that are engaged
by the Depositor from time to time to rate the securities issued in connection with the Securitizations of the Notes.


 






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“Rating
Agency Confirmation” shall have the meaning given thereto or any analogous term in the Securitization Servicing Agreement
including any deemed Rating Agency Confirmation.


 


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


 


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


 


“Relative
Spread” shall mean Senior Note Relative Spread or Junior Note Relative Spread, as the context may require.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Securitization
Operating Advisor” shall mean the operating advisor, senior trust advisor or any analogues entity under the Securitization
Servicing Agreement, if any.


 


“Securitization
Servicing Agreement” shall mean a pooling and servicing agreement, substantially in the form of the Model PSA (provided
that such agreement shall not adversely affect the rights or obligations hereunder of the Junior Noteholder or Controlling Noteholder
in any material respect), to be entered into in connection with the Securitization, by and among (a) the Trustee, (b) the
Person who serves as master servicer from and after the Securitization Date, (c) the Person which serves as special servicer
from and after the Securitization Date, (d) the Person who serves as Securitization Operating Advisor from and after the Securitization
Date and (e) the Depositor, and any other additional Persons that may be party to such pooling and servicing agreement; provided
it is acknowledged that such agreement is subject in all respects to changes (i) required by the Code relating to the tax
elections of the related Securitization Trust (ii) required by law or changes in any law, rule or regulation and (iii) requested
by the Rating Agencies or any purchaser of subordinate certificates. The Servicing Standard in the Securitization Servicing Agreement
shall require, among other things, that each Servicer, in servicing the Mortgage Loan, must take into account the interests of
each Noteholder (taking into account that the Junior Note is junior to the Senior Note).


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which Junior Note or Senior Note is held.


 


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


 


“Senior
Noteholder” shall mean the Initial Senior Noteholder, or any subsequent holder of the Senior Note, together with its
successors and assigns.


 


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


 


“Senior
Note Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Senior Note
Principal Balance and the denominator of which is the sum of the Senior Note Principal Balance and the Junior Note Principal Balance.


 






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


 


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


 


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


 


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


 


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


 


“Servicing
Agreement” shall mean, with respect to the Mortgage Loan, prior to the Securitization Date, the Interim Servicing Agreement,
and, from and after the Securitization Date, the Securitization Servicing Agreement.


 


“Servicing
Fee Rate” shall have the meaning assigned to such term in the Servicing Agreement; provided that the Servicing Fee Rate
shall not be in excess of 3.5 basis points per annum.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Trustee”
shall mean the bank or trust company as may be selected by the Depositor and approved by the Rating Agencies to act as trustee
for the Securitization, and shall include any fiscal agent and/or paying agent appointed for such Securitization.


 


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


 


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


 


Section
2.          Purchase of Junior Note; Servicing.


 


(a)          Each
Noteholder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced prior to
the Securitization Date pursuant to the Interim Servicing Agreement and from and after the Securitization Date (except as otherwise
set forth in Section 2(f)), pursuant to the Securitization Servicing Agreement; provided that the Master Servicer
shall not be obligated to advance monthly payments of principal or interest in respect of the Notes other than the Senior Note
if such principal or interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate
taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement
of the lien of the Mortgage thereon, subject to the terms of the Securitization Servicing Agreement. The Junior Noteholder acknowledges
that the Senior Noteholder may elect, in its sole discretion, to include the Senior Note in a Securitization and agrees that it
will, subject to Section 24, reasonably cooperate with the Senior Noteholder, at the Senior Noteholder’s expense, to
effect such Securitization. Subject to the terms and conditions


 






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of this Agreement, each Noteholder hereby irrevocably and unconditionally
consents to the appointment of the Master Servicer, Special Servicer and the Trustee under the Securitization Servicing Agreement
by the Depositor and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing
of the Mortgage Loan in accordance with this Agreement and the Securitization Servicing Agreement. Each Noteholder hereby appoints
the Master Servicer and the Trustee in the Securitization as such Noteholder’s attorney-in-fact to sign any documents reasonably
required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Securitization Servicing
Agreement (subject at all times to the rights of the Noteholder set forth herein and in the Servicing Agreement). In no event
shall the Servicing Agreement require the Servicer to enforce the rights of any Noteholder or limit the Servicer in enforcing
the rights of one Noteholder against the other Noteholder; however, this statement shall not be construed to otherwise limit the
rights of one Noteholder with respect to the other Noteholder.


 


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


 


(c)          The
Securitization Servicing Agreement shall, unless otherwise agreed to by the Controlling Noteholder, contain (i) servicing
and reporting provisions (including the Asset Status Report for all Major Decisions) substantially similar in all material respects
to the servicing provisions of the Model PSA and (ii) a Servicing Standard substantially similar in all material respects
to the servicing standard in the Model PSA. In no event may the Securitization Servicing Agreement change the interest allocable
to, or the amount of any payments due to, the Junior Noteholder or materially increase the Junior Noteholder’s obligations
or materially decrease the Junior Noteholder’s rights, remedies or protections hereunder. The Securitization Servicing Agreement
shall require the Master Servicer and Special Servicer to service the Mortgage Loan in accordance with the terms of this Agreement,
including the rights of the Junior Noteholder or Controlling Noteholder hereunder.


 


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


 


(i)          if
an event of default under the Securitization Servicing Agreement has occurred (A) with respect to the Master Servicer under the
Securitization Servicing Agreement that affects a Noteholder or any class of commercial mortgage securities backed by a Note or
a participation interest in a Note, and the Master Servicer is not otherwise terminated under the Securitization Servicing Agreement,
then the Junior Noteholder or its’ designees (if the Junior Noteholder is the Controlling Holder) shall be entitled to direct
the Trustee to appoint a sub-servicer solely with respect to the Mortgage Loan (or if the Mortgage Loan is currently being sub-serviced,
to replace the current sub-servicer, but only if such original sub-servicer is in default under the related sub-servicing agreement);
and (B) the appointment (or replacement) of a sub-servicer with respect to the Mortgage Loan, as contemplated in clause (A) above,
will in any event be subject to written confirmation from each Rating Agency that such appointment would not, in and


 






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of itself,
cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the securities issued in connection with
any Securitization;


 


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


 


(iii)          the
other Noteholder shall be entitled to receive, and the Master Servicer and the Special Servicer shall provide, any information,
relating to the Mortgage Loan, the borrower or the Mortgaged Property as such Person may reasonably request and would be customarily
in the possession of, or collected or known by, the Master Servicer or Special Servicer of mortgage loans similar to the Mortgage
Loan and, in any event, all information that is required to be provided to holders of the securities issued by the Securitization
Trust that includes other Notes but not limited to standard CREFC reports, provided that if an interest in the Junior Note or
the Junior Noteholder is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, then the Junior Noteholder
shall not be entitled to receive the Asset Status Report or any other information relating to the Special Servicer’s workout
strategy;


 


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


 


(v)           the
Securitization Servicing Agreement may not be amended without the consent of the Junior Noteholder if such amendment would materially
and adversely affect their rights thereunder; and


 


(vi)          preserve
or replicate the rights of the Controlling Holder under Sections 5(f) and (g), 6 and 7 of this Agreement.


 


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


 


(f)            At
any time after the Securitization Date that the Senior Note is no longer subject to the provisions of the Securitization Servicing
Agreement, Senior Noteholder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that contains servicing
provisions which are the same as or more favorable to Junior Noteholder, in substance, to those in the Securitization Servicing
Agreement and all references herein to the “Securitization Servicing Agreement” shall mean such subsequent servicing
agreement; provided, however, that until a replacement servicing agreement has been entered into, the Senior Noteholder shall
cause the Mortgage Loan to be serviced in accordance with the servicing provisions set forth in the Securitization Servicing Agreement
as if such agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until
a replacement servicing agreement is in place, the actual servicing of the Mortgage Loan may be performed by any nationally recognized
commercial mortgage loan servicer appointed by Senior Noteholder and


 






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does not have to be performed by the service providers set
forth under the Securitization Servicing Agreement.


 


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


 


(a)            first,
to the Senior Noteholder in an amount equal to the accrued and unpaid interest on the Senior Note Principal Balance at the Net
Senior Note Rate;


 


(b)           second,
to the Senior Noteholder in an amount equal to the Senior Note Percentage Interest of principal payments received, if any, with
respect to such Monthly Payment Date with respect to the Mortgage Loan, until the Senior Note Principal Balance has been reduced
to zero;


 


(c)            third,
if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or Mortgaged Property exceed amounts required
to be applied in accordance with the foregoing clauses (a) and (b) and, as result of a Workout the Principal Balance of the Senior
Note has been reduced (to the extent such reductions were made in accordance with the Servicing Agreement notwithstanding the
provisions of Section 5(c) of this Agreement by reason of the insufficiency of the Junior Note to bear the full economic effect
of the Workout), such excess amount shall be paid to the Senior Noteholder in an amount up to the reduction, if any, of the Principal
Balance of the Senior Note as a result of such Workout, plus interest on such amount at the Senior Note Default Rate;


 






    	20



    	 



    

 


(d)          fourth,
to the Senior Noteholder in an amount equal to the product of the Senior Note Percentage Interest multiplied by Senior Note Relative
Spread and any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(e)          fifth,
to the Senior Noteholder up to the amount of any unreimbursed costs and expenses paid by the Senior Noteholder including any Recovered
Costs not previously reimbursed to the Senior Noteholder (or paid or advanced by any Servicer on its behalf and not previously
paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


 


(f)          sixth,
to the Junior Noteholder in an amount equal to the accrued and unpaid interest on the Junior Note Principal Balance at the Net
Junior Note Rate;


 


(g)          seventh,
to the Junior Noteholder in an amount equal to the Junior Note Percentage Interest of principal payments received, if any, with
respect to such Monthly Payment Date with respect to the Mortgage Loan, until the Junior Note Principal Balance has been reduced
to zero;


 


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


 


(i)          ninth,
to the extent the Junior Noteholder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the
Junior Noteholder for all such cure payments;


 


(j)          tenth,
to the Junior Noteholder in an amount equal to the product of the Junior Note Percentage Interest multiplied by Junior Note Relative
Spread and any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(k)          eleventh,
to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied
under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any
Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to
the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be
paid to the Senior Noteholder and the Junior Noteholder, pro rata, based on their respective Percentage Interests; and


 


(l)          twelfth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to the Senior Noteholder and the Junior Noteholder
in accordance with their respective initial Percentage Interests.


 






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


 


(a)          first,
to the Senior Noteholder in an amount equal to the accrued and unpaid interest on the Senior Note Principal Balance at the Net
Senior Note Rate;


 


(b)          second,
to the Senior Noteholder in an amount equal to the Senior Note Principal Balance, until the Senior Note Principal Balance has
been reduced to zero;


 


(c)          third,
if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or Mortgaged Property exceed amounts required
to be applied in accordance with the foregoing clauses (a) and (b) and, as result of a Workout the Principal Balance of the Senior
Note has been reduced (to the extent such reductions were made in accordance with the Servicing Agreement notwithstanding the
provisions of Section 5(c) of this Agreement by reason of the insufficiency of the Junior Note to bear the full economic effect
of the Workout), such excess amount shall be paid to the Senior Noteholder in an amount up to the reduction, if any, of the Principal
Balance of the Senior Note as a result of such Workout, plus interest on such amount at the Senior Note Default Rate;


 


(d)          fourth,
to the Senior Noteholder in an amount equal to the product of the Senior Note Percentage Interest multiplied by Senior Note Relative
Spread and any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(e)          fifth,
to the Senior Noteholder up to the amount of any unreimbursed costs and expenses paid by the Senior Noteholder including any Recovered
Costs not previously






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reimbursed to the Senior Noteholder (or paid or advanced by any Servicer on its behalf and not previously
paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


 


(f)          sixth,
to the Junior Noteholder in an amount equal to the accrued and unpaid interest on the Junior Note Principal Balance at the Net
Junior Note Rate;


 


(g)         seventh,
to the Junior Noteholder in an amount equal to the Junior Note Principal Balance, until the Junior Note Principal Balance has
been reduced to zero;


 


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


 


(i)           ninth,
to the extent the Junior Noteholder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the
Junior Noteholder for all such cure payments;


 


(j)          tenth,
to the Junior Noteholder in an amount equal to the product of the Junior Note Percentage Interest multiplied by Junior Note Relative
Spread and any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(k)         eleventh,
to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied
under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any
Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to
the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be
paid to the Senior Noteholder and the Junior Noteholder, pro rata, based on their respective Percentage Interests;
and


 


(l)          twelfth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to the Senior Noteholder and the Junior Noteholder
in accordance with their respective initial Percentage Interests.


 


Section
5.          Administration of the Mortgage Loan.


 


(a)          Subject
to this Agreement (including, without limitation, Section 5(f) below) and the Servicing Agreement, the Senior Noteholder (or the
Servicer acting on behalf of the Senior Noteholder) shall have the sole and exclusive authority with respect to the administration
of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without limitation, the sole authority
to modify or waive any of the terms of the Mortgage Loan Documents or consent to any action or failure to act by the Mortgage
Loan Borrower or any other party to the Mortgage Loan Documents, call or waive any Event of


 






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


 


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


 


(c)          Notwithstanding
anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement and this Agreement
(including, without limitation, Section 6), if the Servicer (on behalf of the Noteholders) in connection with a Workout of the
Mortgage Loan modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage Loan is decreased, (ii) the
Interest Rate or scheduled amortization payments on such Mortgage Loan are reduced, (iii) payments of interest or principal
on such Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment (other than an increase in the Interest
Rate or increase in scheduled amortization payments) is made to any of the terms of the Mortgage Loan, all payments to the Senior
Noteholder pursuant to Section 3 and Section 4, as applicable, shall be made as though such Workout did not occur, with
the payment terms of the Senior Note remaining the same as they are on the date hereof, the Junior Note shall bear the full economic
effect of all waivers, reductions or deferrals of amounts due on the


 






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Mortgage Loan attributable to such Workout (up to the amount
otherwise due on the Junior Note). Subject to the Servicing Agreement and this Agreement (including without limitation Section 6),
in the case of any modification or amendment described above, the Servicer (on behalf of the Noteholders) will have the sole authority
and ability to revise the payment provisions set forth in Section 3 and Section 4 above in a manner that reflects the
subordination of the Junior Note to the Senior Note with respect to the loss that is the result of such amendment or modification,
including: (i) the ability to increase the Senior Note Percentage Interest and to reduce the Junior Note Percentage Interest
in a manner that reflects a loss in principal as a result of such amendment or modification and (ii) the ability to change
the Senior Note Rate and the Junior Note Rate, as applicable, in order to reflect a reduction in the Interest Rate of the Mortgage
Loan but shall not be permitted to change the order of the clauses set forth in Sections 3 and 4 hereof. Notwithstanding the foregoing,
if any Workout, modification or amendment of the Mortgage Loan extends the original maturity date of the Mortgage Loan, for purposes
of this paragraph, the Balloon Payment will be deemed not to be due on the original maturity date of the Mortgage Loan but will
be deemed due on the extended maturity date of the Mortgage Loan.


 


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


 


(e)          For
so long as the Senior Note is included as an asset of a REMIC, any provision of this Agreement to the contrary notwithstanding:
(i) the Mortgage Loan shall be administered such that the Senior Note and the Junior Note shall each qualify at all times as (or
as interests in) a “qualified mortgage” within the meaning of Sections 860G(a)(3) of the Code, (ii) any real property
(and related personal property) acquired by or on behalf of the Senior Noteholder pursuant to a foreclosure, exercise of a power
of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on such property following a default on the Mortgage
Loan shall be administered so that the interests of the Noteholders therein shall at all times qualify as “foreclosure property”
within the meaning of Sections 860G(a)(8) of the Code and (iii) the Senior Noteholder may not 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 Senior Noteholder 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 Stated Department of the Treasury, more than three months after the earliest startup day of any REMIC which includes
the Senior Note (or any portion thereof). The Noteholders agree that the provisions of this Section 5(e) shall be effected by
compliance by the Senior Noteholder or its assignees with this Agreement or the Servicing Agreement or any other agreement which
governs the administration of the Mortgage Loan or the Senior Noteholder’s interests therein. All costs and expenses of
compliance with this Section 5(e), to the extent that such costs and expenses relate to administration of a REMIC or to any determination
respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense,
shall be borne by the Senior Noteholder.


 


(f)           If
any consent, modification, amendment or waiver under or other action in respect of a Mortgage (whether or not a Servicing Transfer
Event has occurred and is continuing) that would constitute a Major Decision has been requested or proposed, at least ten


 






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 (10)
Business Days prior to taking action with respect to such Major Decision (or making a determination not to take action with respect
to such Major Decision), the Servicer must receive the written consent of the Controlling Noteholder (or its Operating Advisor)
before implementing a decision with respect to such Major Decision.


 


If
the Senior Noteholder (or Servicer acting on its behalf) has not received a response from the Controlling Noteholder (or its Operating
Advisor) with respect to such Major Decision within five (5) Business Days after delivery of the notice of a Major Decision, the
Senior Noteholder (or Servicer acting on its behalf) shall deliver an additional copy of the notice of a Major Decision in all
caps bold 14-point font: “This is a Second Notice. Failure to respond within five (5) Business Days of this Second Notice
will result in a loss of your right to consent with respect to this decision.” and if the Controlling Noteholder (or its
Operating Advisor) fails to respond to the Senior Noteholder (or Servicer acting on its behalf) with respect to any such proposed
action within five (5) Business Days after receipt of such second notice, the Controlling Noteholder (or its Operating Advisor),
as applicable, shall have no further consent rights with respect to such action.


 


Notwithstanding
the foregoing, if, in accordance with the Servicing Standard, the applicable Servicer determines an emergency action is necessary
to protect the Mortgaged Property or the interest of the Noteholders (as a collective whole) and the emergency action is necessary
at a time earlier than the time that the Senior Noteholder would otherwise be entitled to take such action under this Section
5(f), the Senior Noteholder (or Servicer acting on its behalf) may take actions with respect to the Mortgaged Property before
obtaining the consent of the Controlling Noteholder (or its Operating Advisor) if the Senior Noteholder (or Servicer acting on
its behalf) reasonably determines in accordance with the Servicing Standard that failure to take such actions prior to such consent
would materially and adversely affect the interest of the Noteholders, and the Senior Noteholder (or Servicer acting on its behalf)
has made a reasonable effort to contact the Controlling Noteholder (or its Operating Advisor). The foregoing shall not relieve
the Senior Noteholder (or Servicer acting on its behalf) of its duties to comply with the Servicing Standard.


 


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


 


(g)          The
Controlling Noteholder shall be entitled to avoid its applicable Control Appraisal Period caused by application of an Appraisal
Reduction Amount upon satisfaction of the following (which must be completed within thirty (30) days of the receipt of a third
party Appraisal that indicates such Control Appraisal Period has occurred): (i) such Controlling Noteholder shall have delivered
as a supplement to the appraised value of the Mortgaged Property, in the amount specified in clause (ii) below, to the Servicer,
together with


 






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


 






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


 


Section
6.          Appointment of Operating Advisor.


 


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


 


(b)          Neither
the Operating Advisor nor the Controlling Noteholder will have any liability to the Senior Noteholder or any other Person for
any action taken, or for refraining from the taking of any action pursuant to this Agreement or the Servicing Agreement, or errors
in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence. The
Senior Noteholder and the Junior Noteholder agree that the Operating Advisor and any Controlling Noteholder (whether acting in
place of the Operating Advisor when no Operating Advisor shall have been appointed hereunder or otherwise exercising any right,
power or privilege granted to such Controlling Noteholder hereunder) may take or refrain from taking actions that favor the interests
of one Noteholder over other Noteholders, and that the Operating Advisor may have special relationships and interests that conflict
with the interests of a Noteholder and, absent willful misfeasance, bad faith or negligence on the part of the Operating Advisor
or such Controlling Noteholder, as the case may be, agree to take no action against the Operating Advisor, such Controlling Noteholder
or any of their respective officers, directors, employees, principals or agents as a result of such special relationships or interests,
and that neither the Operating Advisor nor such Controlling Noteholder will be deemed to have been 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


 






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having acted or refrained from acting solely in the interests of the Senior Noteholder or the Junior Noteholder, as applicable.


 


(c)          If
the Senior Noteholder is the Controlling Noteholder, the Junior Noteholder acknowledges and agrees all of the aforementioned rights
and obligations of the Controlling Noteholder and the Operating Advisor set forth in Section 5(f) and 5(g) and this Section 6
shall be exercisable by the Senior Noteholder (or the applicable Person specified in the Servicing Agreement) to the extent set
forth in the Servicing Agreement.


 


Section
7.          Special Servicer. The Controlling Noteholder (or its Operating Advisor), at its expense (including, without limitation,
the reasonable costs and expenses of counsel to any third parties and costs and expenses of the terminated Special Servicer),
shall have the right to appoint and to replace the Special Servicer with respect to the Mortgage Loan. The Controlling Noteholder
(or its Operating Advisor) shall be entitled to terminate the rights and obligations of the Special Servicer under the Servicing
Agreement, with or without cause, upon at least ten (10) Business Days’ prior notice to the Special Servicer (provided,
however, that the Controlling Noteholder, Operating Advisor and/or Junior Noteholder shall not be liable for any termination
or similar fee in connection with the removal of the Special Servicer in accordance with this Section 7); such termination not
be effective unless and until (A) each Rating Agency delivers Rating Agency Confirmation (to the extent the Mortgage Loan has
been securitized); (B) the initial or successor Special Servicer has assumed in writing (from and after the date such successor
Special Servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under
the Servicing Agreement from and after the date it becomes the Special Servicer as they relate to such Mortgage Loan pursuant
to an assumption agreement reasonably satisfactory to the Trustee; and (C) the Trustee shall have received an opinion of
counsel reasonably satisfactory to the Trustee to the effect that (x) the designation of such replacement to serve as Special
Servicer is in compliance with the Servicing Agreement, (y) such replacement will be bound by the terms of the Servicing
Agreement with respect to such Mortgage Loan and (z) subject to customary qualifications and exceptions, the applicable servicing
agreement will be enforceable against such replacement in accordance with its terms. The Senior Noteholder shall promptly provide
copies to any terminated Special Servicer of the documents referred to in the preceding sentence. Prior to the Securitization,
if the Mortgage Loan becomes a Specially Serviced Mortgage Loan, and if not later than thirty (30) days after the Mortgage Loan
becomes a Specially Serviced Mortgage Loan the Controlling Noteholder (or its Operating Advisor) elects to replace the Special
Servicer, then each Noteholder agrees that no liquidation fees or workout fees shall be payable to the Special Servicer being
replaced, unless such Special Servicer shall have either successfully completed a workout or a liquidation, in which case such
fees shall be payable as provided herein.


 


Section
8.          Payment Procedure.


 


(a)          The
Senior Noteholder (or the Servicer on its behalf), in accordance with the priorities set forth in Section 3 or 4, as applicable,
and subject to the terms of the Servicing Agreement, will deposit or cause to be deposited all payments allocable to the Notes
to the Collection Account for the Notes established pursuant to the Servicing Agreement. The Senior Noteholder (or the Servicer
acting on its behalf) shall deposit such amounts to the applicable account on the Business Day next following the date such payment
was received by the Senior


 






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Noteholder (or the Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower or
otherwise in accordance with the Securitization Servicing Agreement.


 


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


 


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


 


(d)          Each
of the Senior Noteholder and the Junior Noteholder agrees that if at any time it shall receive from any sources whatsoever any
payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the
Senior Noteholder (or the Servicer on its behalf) or the Junior Noteholder, as applicable, subject to this Agreement and the Servicing
Agreement. The Senior Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from
the Junior Noteholder with respect to the Mortgage Loan against any future payments due to the Junior Noteholder under the Mortgage
Loan, provided, that the Senior Noteholder’s and the Junior Noteholder’s obligations under this Section 8 are
separate and distinct obligations from one another and in no event shall Senior Noteholder (or the Servicer on its behalf) enforce
the obligations of the Senior Noteholder against the Junior Noteholder or the obligations of the Junior Noteholder against the
Senior Noteholder. The Senior Noteholder’s and the Junior Noteholder’s obligations under this Section 8 constitute
absolute, unconditional and continuing obligations.


 


Section
9.          Limitation on Liability of the Noteholders. The Senior Noteholder (including any Servicer) shall have no liability
to the Junior Noteholder with respect to the Junior Note except with respect to losses actually suffered due to the gross negligence,
willful misconduct or breach of this Agreement on the part of the Senior Noteholder. The Junior Noteholder shall have no liability
to the Senior Noteholder with respect to the Senior Note


 






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except with respect to losses actually suffered due to the gross negligence,
willful misconduct or breach of this Agreement on the part of the Junior Noteholder.


 


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


 


The
Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Junior Noteholder may exercise, or omit to
exercise, any rights that the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may
be adverse to the interests of the Senior Noteholder and that the Junior Noteholder shall have no liability whatsoever to the
Senior Noteholder in connection with the Junior Noteholder’s exercise of rights or any omission by the Junior Noteholder
to exercise such rights; provided, however, that the Junior Noteholder shall not be protected against any liability
to the Senior Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.


 


Section
10.        Bankruptcy. Subject to the provisions of Section 5(f) hereof, the Junior Noteholder hereby covenants and agrees
that only the Senior Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition
under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other
Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or
all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower.
Subject to the provisions of Section 5(f) hereof, the Junior Noteholder further agrees that only the Senior Noteholder, as a creditor,
can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take
any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding.
The Junior Noteholder hereby appoints the Senior Noteholder as its agent, and grants to the Senior Noteholder an irrevocable power
of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions
available to the Junior Noteholder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code
or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept
or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to
file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Junior Noteholder in its
capacity as such, hereby agrees that, upon the request of the Senior Noteholder, such Junior Noteholder shall execute, acknowledge
and deliver to the Senior Noteholder all and every such further deeds, conveyances and instruments as the Senior Noteholder may
reasonably request for the better


 






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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.         Cure Rights of Junior Noteholder.


 


(a)          Subject
to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any payment of principal or interest on the
Mortgage Loan by the end of the applicable grace period (the “Grace Period”) for such payment permitted under
the applicable Mortgage Loan Documents (a “Monetary Default”), the Senior Noteholder shall provide notice to
the Junior Noteholder and the Operating Advisor of such default (the “Monetary Default Notice”). If the Junior
Noteholder or Operating Advisor has not cured such Monetary Default within three (3) Business Days after receiving the Monetary
Default Notice, the Senior Noteholder shall deliver an additional copy of the Monetary Default Notice that contains a statement
in boldface font that this is a second notice and that the Junior Noteholder’s or the Operating Advisor’s failure
to cure such Monetary Default within three (3) Business Days after receiving such second notice will result in the termination
of the right to cure such Monetary Default. The Junior Noteholder and Operating Advisor shall have the right, but not the obligation,
to cure such Monetary Default after receiving the first Monetary Default Notice and until the period ending (3) Business Days
after receiving the second Monetary Default Notice (the “Cure Period”) and at no other times. At the time a
payment is made to cure a Monetary Default, the Junior Noteholder or Operating Advisor shall pay or reimburse the Senior Noteholder
for all unreimbursed Advances (whether or not recoverable), Advance Interest Amounts, any unpaid fees to any Servicer specifically
provided for in the Securitization Servicing Agreement and any Additional Servicing Expenses. The Junior Noteholder or Operating
Advisor shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Loan
Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is made, such Monetary Default shall
not be treated as an Event of Default by the Senior Noteholder (including for purposes of (i) the definition of “Sequential
Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents
or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings
with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided
that such limitation shall not prevent the Senior Noteholder from collecting Default Interest or late charges from the Mortgage
Loan Borrower. Any amounts advanced by a Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable
to such Noteholder under Section 3 or Section 4, as applicable.


 


(b)          Notwithstanding
anything to the contrary contained in Section 11(a), the Junior Noteholder shall be limited to a combined total of four (4) cures
of Monetary Defaults, no more than three (3) of which may be consecutive, or Non-Monetary Defaults over the term of the Mortgage
Loan. Additional Cure Periods shall only be permitted with the consent of the Senior Noteholder.


 


(c)          No
action taken by the Junior Noteholder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower
of its obligations under the Mortgage Loan Documents and Senior Noteholder’s rights under the Mortgage Loan 


 






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Documents shall
not be waived or prejudiced by virtue of the Junior Noteholder’s actions under this Agreement. Subject to the terms of this
Agreement, the Junior Noteholder shall be subrogated to the Senior Noteholder’s rights to any payment owing to the Senior
Noteholder for which the Junior Noteholder makes a cure payment as permitted under this Section 11 but such subrogation rights
may not be exercised against the Mortgage Loan Borrower until 91 days after the Note is paid in full.


 


(d)          If
an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary
Default”), the Senior Noteholder shall promptly provide notice to the Junior Noteholder and the Operating Advisor of
such failure (the “Non-Monetary Default Notice”) and the Junior Noteholder shall have the right, but not the
obligation, to cure such Non-Monetary Default within the same period of time as the Mortgage Loan Borrower under the Mortgage
Loan Documents, without regard for the date of receipt by the Junior Noteholder of the Non-Monetary Default Notice, or in any
event, at least 40 days, to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible
of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently
pursued by the Junior Noteholder, the Junior Noteholder shall be given an additional period of time as is reasonably necessary
to enable the Controlling Noteholder in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the
Junior Noteholder diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Junior Noteholder makes all
cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional
period of time does not exceed sixty (60) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding or during
such period of time that the Junior Noteholder has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary
Default Cure Period”), an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period,
there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan
as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface
font that the Junior Noteholder’s or the Operating Advisor’s failure to cure such Non-Monetary Default within the
applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such
Non-Monetary Default. The Junior Noteholder shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections
11(a) or this 11(d) unless it is in conjunction with the Special Servicer or the Junior Noteholder has obtained the prior written
consent of the Senior Noteholder.


 


Section
12.       Purchase of Senior Note By Junior Noteholder. The Junior Noteholder shall have the right, by written notice to the
Senior Noteholder (a “Noteholder Purchase Notice”), delivered at any time an Event of Default under the Mortgage
Loan has occurred and is continuing, to purchase, in immediately available funds, the Senior Note in whole but not in part at
the applicable Defaulted Mortgage Loan Purchase Price. Upon the delivery of the Noteholder Purchase Notice to the Senior Noteholder,
the Senior Noteholder shall sell (and the Junior Noteholder shall purchase) the Senior Note (including, without limitation, any
Notes therein) at the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Defaulted Note Purchase Date”)
not less than ten (10) and not more than thirty (30) days after the date of receipt of the Noteholder Purchase Notice, as shall
be established by the Senior Noteholder. The Noteholder Purchase Notice shall contain a statement in boldface font that the


 






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Junior
Noteholder’s failure to purchase the Senior Notes on a Defaulted Note Purchase Date will result in the termination of such
right. The Junior Noteholder agrees that the sale of the Senior Note shall comply with all requirements of the Servicing Agreement
and that all costs and expenses related thereto shall be paid by the Junior Noteholder. The Defaulted Mortgage Loan Purchase Price
shall be calculated by the Senior Noteholder (or the Servicer on its behalf) at least five (5) Business Days prior to the Defaulted
Note Purchase Date (and such calculation shall be accompanied by a listing of all amounts included in the Defaulted Mortgage Loan
Purchase Price), and shall, absent manifest error, be binding upon the Junior Noteholder. Concurrently with the payment to the
Senior Noteholder in immediately available funds of its respective portion of the applicable Defaulted Mortgage Loan Purchase
Price, the Senior Noteholder will execute at the sole cost and expense of the Junior Noteholder in favor of the Junior Noteholder
assignment documentation which will assign the Senior Note and the other Mortgage Loan Documents without recourse, representations
or warranties (except the Senior Noteholder will represent and warrant that it had good and marketable title to, was the sole
owner and holder of, and had power and authority to deliver the Mortgage Loan or Note, as applicable, and such assignment is being
made free and clear of all liens and encumbrances (other than the interest created by the Junior Note)). The right of the Junior
Noteholder to purchase the Senior Note shall automatically terminate upon a foreclosure sale, sale by power of sale or delivery
of a deed in lieu of foreclosure with respect to the Mortgaged Property. Notwithstanding the foregoing sentence, (a) if title
to the Mortgaged Property is transferred to the Servicer (or other nominee on behalf of the Noteholders) less than ten (10)
days after the acceleration of the Mortgage Loan or (b) if Servicer or Senior Noteholder intends to accept a deed in lieu of foreclosure,
the Servicer or Senior Noteholder shall notify the Junior Noteholder of such transfer or intent to accept a deed in lieu of foreclosure
and the Junior Noteholder shall have a fifteen (15) day period from the date of such notice from the Senior Noteholder to
deliver the Noteholder Purchase Notice to the Senior Noteholder, in which case the Junior Noteholder will be obligated to purchase
the Mortgaged Property or the Senior Note, as applicable, in immediately available funds, within such fifteen (15) day period
at the applicable Defaulted Mortgage Loan Purchase Price.


 


Section
13.        Representations of Junior Noteholder. The Junior Noteholder represents, and it is specifically understood and agreed,
that it is acquiring its Junior Note for its own account in the ordinary course of its business and the Senior Noteholder shall
otherwise have no liability or responsibility to the Junior Noteholder except as expressly provided herein or in any assignment
documentation for actions that are taken or omitted to be taken by the Senior Noteholder that constitute gross negligence or willful
misconduct or that constitute a breach of this Agreement. The Junior Noteholder represents and warrants that the execution, delivery
and performance of this Agreement is within its company powers, has been duly authorized by all necessary action, and does not
contravene its organizational documents or any law or contractual restriction binding upon the Junior Noteholder, and that this
Agreement is the legal, valid and binding obligation of the Junior Noteholder enforceable against the Junior Noteholder in accordance
with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect
to indemnification and contribution obligations may be limited by applicable law. The Junior Noteholder represents and warrants
that it is duly organized, validly existing, in good standing and possesses of all licenses and authorizations necessary to carry
on


 






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its business. The Junior Noteholder represents and warrants that (a) this Agreement has been duly executed and delivered by
the Junior Noteholder, (b) to the Junior Noteholder’s actual knowledge, all consents, approvals, authorizations, orders
or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of
this Agreement by the Junior Noteholder have been obtained or made and (c) to the Junior Noteholder’s actual knowledge,
there is no pending action, suit or proceeding, arbitration or governmental investigation against the Junior Noteholder, an adverse
outcome of which would materially and adversely affect its performance under this Agreement.


 


The
Junior Noteholder acknowledges that the Senior Noteholder does not owe the Junior Noteholder any fiduciary duty with respect to
any action taken under the Mortgage Loan Documents and, except as provided herein, need not consult with the Junior Noteholder
with respect to any action taken by the Senior Noteholder in connection with the Mortgage Loan.


 


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


 


Section
14.        Representations of the Initial Senior Noteholder. The Initial Senior Noteholder 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 the Initial Senior Noteholder’s charter or any law or contractual restriction
binding upon the Initial Senior Noteholder, and that this Agreement is the legal, valid and binding obligation of the Initial
Senior Noteholder enforceable against the Initial Senior Noteholder in accordance with its terms. The Initial Senior Noteholder
represents and warrants that it is duly organized, validly existing, in good standing and possession of all licenses and authorizations
necessary to carry on its business. The Initial Senior Noteholder represents and warrants that (a) this Agreement has been
duly executed and delivered by the Initial Senior Noteholder, (b) to the Initial Senior Noteholder’s actual knowledge,
all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required
for the execution, delivery and performance of this Agreement by the Initial Senior Noteholder has been obtained or made and (c) to
the Initial Senior Noteholder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental
investigation against the Initial Senior Noteholder, an adverse outcome of which would materially and adversely affect its performance
under this Agreement.


 


Section
15.        Independent Analysis of the Junior Noteholder. The Junior Noteholder acknowledges that it has, independently and
without reliance upon the Initial Senior Noteholder, except with respect to the representations and warranties provided by the
Initial Senior Noteholder herein and in any assignment and assumption or similar agreement executed by the Senior Noteholder in
connection with the transfer of the Junior Note, and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to purchase the Junior Note and the Junior Noteholder accepts responsibility therefor. The
Junior Noteholder hereby acknowledges that, other than the representations and warranties provided herein and in any assignment
and assumption or similar agreement executed by the


 






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Senior Noteholder in connection with the transfer of the Junior Note, the
Senior Noteholder has made no representations or warranties with respect to the Mortgage Loan, subject to such representations
and warranties as provided by the Senior Noteholder herein and in any assignment and assumption or similar agreement executed
by the Senior Noteholder in connection with the transfer of the Junior Note, and that the Senior Noteholder shall have no responsibility
for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan
Documents or the title insurance policy or policies or any survey furnished or to be furnished to the Senior Noteholder in connection
with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created
by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. The Junior Noteholder assumes all
risk of loss in connection with the Junior Note except as specifically set forth herein and in any assignment and assumption or
similar agreement executed by the Senior Noteholder in connection with the transfer of the Junior Note.


 


Section
16.        No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken
pursuant hereto shall be deemed to constitute the relationship created hereby among any of the Noteholders as a partnership, association,
joint venture or other entity. The Senior Noteholder shall have no obligation whatsoever to offer to the Junior Noteholder the
opportunity to purchase a Note interest in any future loans originated by the Senior Noteholder or its Affiliates and if the Senior
Noteholder chooses to offer to the Junior Noteholder the opportunity to purchase a Note interest in any future mortgage loans
originated by the Senior Noteholder or its Affiliates, such offer shall be at such purchase price and interest rate as the Senior
Noteholder chooses, in its sole and absolute discretion. The Junior Noteholder shall not have any obligation whatsoever to purchase
from the Senior Noteholder a Note interest in any future loans originated by the Senior Noteholder or its Affiliates.


 


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


 


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


 






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Section
19.        Sale of the Junior Note and the Senior Note.


 


(a)          The
Junior Noteholder agrees that it will not Transfer all or any portion of the Junior Note without the Senior Noteholder’s
prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, provided, that (i) the
Junior Noteholder shall have the right to Transfer its respective Note, or any portion thereof, to a Qualified Institutional Lender
without obtaining the Senior Noteholder’s prior written consent and without any Rating Agency Confirmation, provided,
that promptly after the Transfer the Senior Noteholder is provided with (x) a representation from a transferee or the Junior Noteholder
certifying that such transferee is a Qualified Institutional Lender, (y) a copy of the assignment and assumption agreement referred
to in Section 20 and (z) such transfer would not cause the Junior Note to be held by more than five persons nor cause there to
be no one person owning a majority of the Junior Note and (ii) if the Junior Noteholder wants to Transfer the Junior Note, or
any portion thereof, to an entity that is not a Qualified Institutional Lender after a Securitization, no consent of the Senior
Noteholder shall be required, but the Junior Noteholder shall first obtain (and deliver to the Senior Noteholder) Rating Agency
Confirmation. If the Junior Note is held by more than one Junior Noteholder at any time, the holders of a majority of the Principal
Balance of the Junior Note shall immediately appoint a representative to exercise all rights of the Junior Note hereunder. Notwithstanding
the foregoing, without the Senior Noteholder’s prior consent, which may be withheld in the Senior Noteholder’s sole
discretion, the Junior Noteholder shall not Transfer all or any portion of the Junior Note to the Mortgage Loan Borrower or a
Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported
transferee. The Junior Noteholder agrees it will pay the expenses of the Senior Noteholder (including all expenses of the Master
Servicer and the Special Servicer) in connection with any such Transfer by the Junior Noteholder. The Agent shall provide two
Business Days prior written notice to each Rating Agency of any Transfer.


 


(b)          Notwithstanding
the foregoing, the Junior Noteholder shall have the right, without the need to obtain the consent of the Senior Noteholder or
any other Person, to Transfer 49% or less (in the aggregate) of its interest in the Junior Note to a Person that is not a Qualified
Institutional Lender without the need for Senior Noteholder consent or Rating Agency Confirmation; provided that any such
Transfer shall be made in accordance with the other applicable terms of this Section 19; provided, further
that the Junior Noteholder shall not Transfer all or any portion of the Junior Note to the Mortgage Loan Borrower or a Mortgage
Loan Borrower Related Party and any such Transfer shall be void ab initio, absolutely null and void and shall vest
no rights in the purported transferee. All Transfers under Section 19(a) and (b) shall be made upon written notice to the Senior
Noteholder not later than the date of such Transfer, and each transferee shall (i) execute an assignment and assumption agreement
whereby such transferee assumes all or a ratable portion, as the case may be, of the obligations of the Junior Noteholder hereunder
with respect to the Junior Note from and after the date of such assignment (or, in the case, of a pledge, collateral assignment
or other encumbrance made in accordance with Section 19(e) by the Junior Noteholder of the Junior Note solely as security for
a loan to the Junior Noteholder made by a third-party lender whereby the Junior Noteholder remains fully liable under this Agreement,
on or before the date on which such lender succeeds to the rights of the Junior Noteholder by foreclosure or otherwise, such third-party
lender executes an agreement that such lender shall be bound by the terms and provisions of this Agreement and the obligations
of the Junior Noteholder hereunder) and (ii) agree in writing to be


 






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bound by the Servicing Agreement, unless the Servicing
Agreement is not then in effect with respect to the Mortgage Loan, in which event the parties will enter into or agree to be bound
by any replacement servicing agreement therefor in accordance with the provisions hereof. Upon the consummation of a Transfer
of all or any portion of the Junior Note in accordance with this Agreement, the transferring Person shall be released from all
liability arising under this Agreement with respect to the Junior Note (or the portion thereof that was the subject of such Transfer),
for the period after the effective date of such Transfer (it being understood and agreed that the foregoing release shall not
apply in the case of a sale, assignment, transfer or other disposition of a participation interest in the Junior Note as described
in clause (c) below). In connection with any such permitted transfer of a portion of the Junior Note and for all purposes
of this Agreement, the Senior Noteholder need only recognize the majority holder of the Junior Note for purposes of notices, consents
and other communications between the Senior Noteholder and such majority holder of the Junior Note shall be the only Person authorized
hereunder to exercise any rights of the Junior Noteholder under this Agreement; provided, however, the majority
holder of the Junior Note may from time to time designate any other Person as an additional party entitled to receive notices,
consents and other communications and/or to exercise rights on behalf of the Junior Noteholder hereunder by delivering written
notice thereof to the Senior Noteholder, and, from and after delivery of such notice, such designee shall be so authorized hereunder
and shall be the only party entitled to receive such notices, consents and such other communications and/or to exercise such rights.


 


(c)          In
the case of any sale, assignment, transfer or other disposition of a participation interest in a Note, (i) such Noteholder’s
obligations under this Agreement shall remain unchanged, (ii) such Noteholder shall remain solely responsible for the performance
of such obligations, (iii) the other Noteholder and any Persons acting on its behalf shall continue to deal solely and directly
with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement and the Servicing
Agreement, and (iv) all amounts payable hereunder shall be determined as if such Noteholder had not sold such participation interest;
provided, however, that if the applicable participant is a Qualified Institutional Lender (and delivers to the other
Noteholder a certification from an authorized officer confirming its status as a Qualified Institutional Lender), such Noteholder,
by written notice to the other Noteholder, may delegate to such participant such Noteholder’s right to exercise the rights
of the Controlling Noteholder hereunder and under the Servicing Agreement; provided, further, however, that
upon the occurrence of a Control Appraisal Period with respect to the Junior Note, the aforesaid delegation of rights shall terminate
and be of no further force and effect.


 


(d)          JPMorgan
Chase Bank, National Association, as the Initial Senior Noteholder, shall have the right to Transfer all or any portion of either
Note without the prior consent of any Noteholder to any party other than the Mortgage Loan Borrower or a Mortgage Loan Borrower
Related Party; provided, however, that prior to an Event of Default under the Mortgage Loan, the Senior Noteholder
may transfer all or any portion of the Note to a Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party only if, after
the Transfer of the Senior Note, the Mortgage Loan continues to be serviced in its entirety pursuant to the Servicing Agreement
by a Servicer unaffiliated with the Mortgage Loan Borrower or any Mortgage Loan Borrower Party.


 






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(e)          Notwithstanding
any other provision hereof, any Noteholder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage
Loan Borrower or any Affiliate thereof) which has extended a credit or repurchase facility to such Noteholder and that is either
a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or
the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in this
Section 19(e), it being further agreed that a financing provided by a Note Pledgee to a Noteholder or any person which Controls
such Noteholder that is secured by such Noteholder’s interest in the applicable Note and is structured as a repurchase arrangement,
shall qualify as a “Pledge” hereunder, provided that a Note Pledgee which is not a Qualified Institutional
Lender may not take title to the pledged Note without (a) prior to Securitization, the consent of each other Noteholder and,
(b) after Securitization, Rating Agency Confirmation. Upon written notice by the applicable Noteholder to the other Noteholders
and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee), each of the
other holders agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice
of any default by the pledging Noteholder in respect of its obligations under this Agreement of which default such Noteholder
has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Noteholder
in respect of its obligations to the other Noteholder hereunder, but such Note Pledgee shall not be obligated to cure any such
default; (iii) that no amendment, modification, waiver or termination of this Agreement shall be effective against such Note
Pledgee without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed;
(iv) that such other Noteholder shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously
with the giving of same to the pledging Noteholder and accept any cure thereof by such Note Pledgee which such pledging Noteholder
has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Noteholder; (v) that
such other Noteholder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided
that any such certificate(s) shall be in a form reasonably satisfactory to such other Noteholder; and (vi) that, upon
written notice (a “Redirection Notice”) to the other Noteholders and any Servicer by such Note Pledgee that
the pledging Noteholder is in default, beyond any applicable cure periods, under the pledging Noteholder’s obligations to
such Note Pledgee pursuant to the applicable credit agreement between the pledging Noteholder and such Note Pledgee (which notice
need not be joined in or confirmed by the pledging Noteholder), and until such Redirection Notice is withdrawn or rescinded by
such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Noteholder or Servicer would otherwise be obligated
to pay to the pledging Noteholder from time to time pursuant to this Agreement or any Servicing Agreement. Any pledging Noteholder
hereby unconditionally and absolutely releases the other Noteholders and any Servicer from any liability to the pledging Noteholder
on account of any Noteholder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer or any
such other Noteholder to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and
remedies against the pledging Noteholder to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral),
in accordance with applicable law and this Agreement. In such event, the Noteholders and any Servicer shall recognize such Note
Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional
Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor
and assigns, as the successor to the pledging


 






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Noteholder’s rights, remedies and obligations under this Agreement, and any
such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Noteholder hereunder
accruing from and after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound by the
terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 19(e) shall remain effective as to
any Noteholder (and any Servicer) unless and until such Note Pledgee shall have notified any such Noteholder (and any Servicer,
as applicable) in writing that its interest in the pledged Note has terminated.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
20.        Registration of Transfer. In connection with any Transfer of a Note (but excluding any Pledgee unless and until
it realizes on its Pledge), a transferee shall execute an assignment and assumption agreement whereby such transferee assumes
all of the obligations of the applicable Noteholder hereunder with respect to such Note thereafter accruing and agrees to be bound
by the terms of this Agreement, including the restriction on Transfers set forth in Section 19, from and after the date of such
assignment. Notwithstanding the preceding sentence, a Trustee shall not be required to execute an assignment and assumption agreement
in connection with any Transfer of a Note if the obligations are assumed pursuant to the Securitization Servicing Agreement. No
transfer of a Note may be made unless it is registered


 






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on the Note Register, and the Agent shall not recognize any attempted or
purported transfer of any Note in violation of the provisions of Section 19 and this Section 20. Any such purported transfer
shall be absolutely null and void and shall vest no rights in the purported transferee. Each Noteholder desiring to effect such
transfer shall, and does hereby agree to, indemnify the Agent and any other Noteholder against any liability that may result if
the transfer is not made in accordance with the provisions of this Agreement. Upon a Securitization of the Senior Note, the Certificate
Administrator (or if there is no Certificate Administrator, the Trustee) shall automatically become and be the Agent.


 


Section
21.        Registration of the Senior Note and the Junior Note. The Agent shall keep or cause to be kept at the Agent Office
books (the “Note Register”) for the registration and transfer of the Notes. The Agent shall serve as the initial
Note registrar and the Agent hereby accepts such appointment. The names and addresses of the holders of the Notes and the names
and addresses of any transferee of any Note of which the Agent has received notice, in the form of a copy of the assignment and
assumption agreement referred to in Section 20, shall be registered in the Note Register. The Person in whose name a Note is so
registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement, except in the
case of the Initial Senior Noteholder and the Initial Junior Noteholder who may hold their Notes through a nominee. Upon request
of a Noteholder, the Agent shall provide such party with the names and addresses of the Noteholders. To the extent another party
is appointed as Agent hereunder, the Senior Noteholder and the Junior Noteholder hereby designates such person as its agent under
this Section 21 solely for purposes of maintaining the Note Register.


 


Section
22.        Statement of Intent. The Agent and each Noteholder intend that the Notes be classified and maintained as a grantor
trust under subpart E, part I of subchapter J of chapter 1 of the Code that is a fixed investment trust within the meaning of
Treasury Regulation §301.7701-4(c), and the parties will not take any action inconsistent with such classification. It is
neither the purpose nor the intent of this Agreement to create a partnership, joint venture, “taxable mortgage pool”
or association taxable as a corporation among the parties.


 


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


 


Section
24.         Cooperation in Securitization.


 


(a)          Each
Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization and subject to the terms of the preceding sentence, (x) at the request of the Senior Noteholder, the
Junior Noteholder shall use reasonable efforts, at the Senior Noteholder’s expense, to satisfy, and to cooperate with the
Senior Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Senior Noteholder
customarily adheres or which may


 






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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 Senior Noteholder 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 initial Securitization or otherwise at any time prior to such
initial Securitization the Junior Noteholder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents
(or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change
the interest allocable to, or the amount of any payments due to or priority of such payments, the Junior Noteholder or (ii) materially
increase the Junior Noteholder’s obligations or materially decrease the Junior Noteholder’s rights, remedies or protections.
In connection with the Securitization, the Junior Noteholder agrees to provide for inclusion in any disclosure document relating
to the related Securitization such information concerning the Junior Noteholder and its ownership of the Junior Notes as the Senior
Noteholder reasonably determines to be necessary or appropriate; and (y) the Junior Noteholder covenants and agrees that
it shall cooperate with the reasonable requests of each Rating Agency and Senior Noteholder in connection with the Securitization,
as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond
reasonably promptly with respect to any information relating to it and the other Notes in any Securitization document. The Junior
Noteholder acknowledges that the information provided by it to the Senior Noteholder may be incorporated into the offering documents
for a Securitization. The Senior Noteholder and each Rating Agency shall be entitled to rely on the information supplied by, or
on behalf of, the Junior Noteholder.


 


(b)          The
Senior Noteholder may, at its election, deliver to the Junior Noteholder drafts of the preliminary and final Securitization offering
memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the Securitization Servicing
Agreement at such time as the Junior Noteholder deems necessary or appropriate. The Junior Noteholder may, at its election, review
and comment thereon insofar as it relates to the Junior Note and/or the Junior Noteholder, and, if the Junior Noteholder elects
to review and comment, the Junior Noteholder shall review and comment thereon as soon as possible but in no event later than two
(2) Business Days of its receipt thereof or (3) three Business Days after receipt, in the case of the first draft thereof delivered
to the Junior Noteholder and if the Junior Noteholder fails to respond within such time, the Junior Noteholder shall be deemed
to have elected to not comment thereon, provided that if Junior Noteholder elects to review and comment, any such review
and comments with respect to the final draft distributed in connection with the preparation of the preliminary and final offering
memoranda for printing shall be made no later than 9:00 am, New York City time, on the Business Day following its receipt thereof
and if the Junior Noteholder fails to respond by such time, the Junior Noteholder shall be deemed to have elected to not comment
thereon. In the event of any disagreement between the Junior Noteholder with respect to the preliminary and final offering memoranda,
prospectus supplement, free writing prospectus or any other disclosure documents the Senior Noteholder’s determination shall
control. Junior Noteholder has no obligation and shall have no liability with respect to any such offering documents other than
the accuracy of any comments it elects to make regarding itself.


 






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


 


Section
26.         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 BOROUGH OF MANHATTAN, 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
27.        Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing
signed by the parties hereto (other than as set forth in Section 5(b)). The Agent shall provide two Business Days prior written
notice to each Rating Agency of any material modification to this Agreement.


 


Section
28.        Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and permitted assigns. Except for a Note Pledgee and a Conduit with


 






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respect
to Section 19 and as otherwise expressly provided herein, none of the provisions of this Agreement shall be for the benefit of
or enforceable by any Person not a party hereto. Subject to Section 19, each Noteholder may assign or delegate its rights or obligations
under this Agreement. Upon any such assignment, the assignee shall be entitled to all rights and benefits of the Senior Noteholder
or the Junior Noteholder, as applicable, hereunder, including, without limitation, the right to make further assignments and grant
additional Notes.


 


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


 


Section
33.        Withholding Taxes.


 


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


 


(b)          The
Junior Noteholder shall and hereby agrees to indemnify the Senior Noteholder against and hold the Senior Noteholder harmless from
and against any Taxes, interest, penalties and attorneys’ fees and disbursements arising or resulting from any failure of
the Senior Noteholder (or the Servicer on its behalf) to withhold Taxes from payment made to the Junior Noteholder in reliance
upon any representation, certificate, statement, document or


 






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


 


(c)          The
Junior Noteholder represents to the Senior Noteholder (for the benefit of the Mortgage Loan Borrower) that it is not a Non-Exempt
Person and that neither the Senior Noteholder 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, the Junior Noteholder shall deliver to
the Senior Noteholder or Servicer, as applicable, evidence satisfactory to the Senior Noteholder substantiating that the Junior
Noteholder is not a Non-Exempt Person and that the Senior Noteholder 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 the Junior Noteholder 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 Senior Noteholder an Internal Revenue
Service Form W-9 and (ii) if the Junior Noteholder 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, the Junior Noteholder
shall satisfy the requirements of the preceding sentence by furnishing to the Senior Noteholder 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 the Junior Noteholder, as evidence of the Junior Noteholder’s exemption from the withholding of United States
tax with respect thereto. The Senior Noteholder shall not be obligated to make any payment hereunder to the Junior Noteholder
in respect of its Junior Note or otherwise until the Junior Noteholder shall have furnished to the Senior Noteholder the requested
forms, certificates, statements or documents.


 


Section
34.        Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Junior Note)
shall be held by the Senior Noteholder (or a custodian acting on behalf of the Senior Noteholder) on behalf of the registered
holders of the Notes.


 


Section
35.        Servicing of the Loan. Pursuant to the Servicing Agreement, the Master Servicer (whose identity may change from
time to time as provided in the Servicing Agreement) will be appointed as the servicer of the Mortgage Loan and the Special Servicer
will be appointed as the special servicer of the Mortgage Loan, and the parties agree that the Master


 






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Servicer and Special Servicer
will service the Mortgage Loan on behalf of the Senior Noteholder and the Junior Noteholder pursuant to the Servicing Agreement
and subject to the terms hereof.


 


Section
36.        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.


 


All
notices and reports (including, without limitation, Asset Status Reports) required to be delivered hereunder by the Senior Noteholder
(or the Servicer on its behalf) to the Controlling Noteholder (or its Operating Advisor), or by the Controlling Noteholder (or
its Operating Advisor) to the Senior Noteholder (or the Servicer on its behalf), shall also be delivered by the applicable party
to the Junior Noteholder.


 


Section
37.        Broker. The Junior Noteholder and the Senior Noteholder represent to each other that no broker was responsible for
bringing about this transaction.


 


Section
38.        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 20;


 


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


 


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


 


(e)          The
Agent shall not be bound to make any investigation into the facts or matters stated in any officer’s certificate or assignment
and assumption agreement delivered to the Agent pursuant to Section 20; and


 






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(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.


 


Section
39.        Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Senior
Noteholder. In the event that the Agent is terminated pursuant to this Section 39, all of its rights and obligations under this
Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination.


 


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


 


Section
40.        Resizing. In connection with the Mortgage Loan, the Junior Noteholder agrees that if, in connection with the Securitization,
it is advantageous to resize or otherwise change the size of the Senior Note, the Junior Noteholder shall reasonably cooperate
with the Senior Noteholder to resize the Senior Note in connection therewith and shall reasonably cooperate with the Senior Noteholder
to amend this agreement to decrease the Senior Note by up to $2,000,000 with a corresponding increase in the Junior Note with
the same rights and remedies as set forth herein. In connection with the resizing of the Notes, the Senior Noteholder may allocate
its rights hereunder among the new notes obtained by such Noteholder in any manner in its sole discretion.


 


[SIGNATURE
PAGE FOLLOWS]


 




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





	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Initial Senior Noteholder and Initial Agent
	 	 	 
	 	By:	/s/ Jennifer Lewin
	 	 	Name: Jennifer Lewin
	 	 	Title:   Vice President





	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Initial Junior Noteholder
	 	 	 
	 	By:	/s/ Jennifer Lewin
	 	 	Name: Jennifer Lewin
	 	 	Title:   Vice President
	 	 







 






    	 



    	 



    

 




 








EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


A.Description
of Mortgage Loan:


 





	

Mortgage Loan:	Loan Agreement, dated as of June 1, 2015, between the Mortgage Loan Borrower and the JPMorgan Chase Bank, National Association, as lender.
	Mortgage Loan Borrower:	Hertz Grand Rapids One LLC, a Delaware limited liability company.
	Date of the Mortgage Loan and the Mortgage: 	June 1, 2015
	Initial Principal Amount of Mortgage Loan:	$36,000,000
	Location of Mortgaged Property:	Grand Rapids, Michigan
	Maturity Date:	June 1, 2020


 


B.Description of Note Interests:


 


	Initial Senior Note Principal Balance:	$31,000,000
	Initial Junior Note Principal Balance:	$5,000,000
	Initial Senior Note Percentage Interest: 	86.1111%
	Initial Junior Note Percentage Interest:	13.8889%
	Initial Senior Note Rate:	4.336276% per annum
	Initial Junior Note Rate:	11.000000% per annum










 


  







    	A-1



    	 



    

 


EXHIBIT
B


 


Initial
Senior Noteholder:

JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 


-and-


 






JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with
a copy to:



Cadwalader, Wickersham & Taft LLP


One
World Financial Center


New
York, NY 10281


Attention:
Lisa Pauquette


Facsimile
No.: (212) 504-6666


 




    	B-1



    	 



    

 


Initial
Junior Noteholder:

JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 


-and-


 





JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with
a copy to:



Cadwalader, Wickersham & Taft LLP


One
World Financial Center


New
York, NY 10281


Attention:
Lisa Pauquette

Facsimile No.: (212) 504-6666


 




    	B-2



    	 



    

 


EXHIBIT
C



PERMITTED FUND MANAGERS


 


1. iStar
Financial Inc.


2. Blackstone
Mortgage Trust


3. Archon
Capital, L.P.


4. Goldman,
Sachs & Co.


5. The
Blackstone Group International Ltd.


6. Apollo
Global Real Estate


7. Colony
Capital, Inc.


8. Praedium
Group


9. Fortress
Investment Group LLC


10.
Lone Star Funds


11.
Clarion Partners


12.
Walton Street Capital, LLC


13.
Starwood Capital/Starwood Financial Trust


14.
BlackRock, Inc.


15.
AREA Property Partners


16.
Garrison Investment Group


17.
LoanCore Capital


18.
Rockpoint Group


19.
Torchlight Investors


20.
Westbrook Partners


21.
WestRiver Capital


22.
400 Capital Management LLC




 






    	C-1