Exhibit
4.7


 


EXECUTION VERSION





 



 


CO-LENDER AGREEMENT


Dated as of August 24, 2021


by and between


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

as Initial Note A-1-S Holder, Initial Note A-1-C1 Holder, Initial Note A-1-C2 Holder and Initial Note B-1-S Holder


and


Barclays Capital Real Estate Inc.

as Initial Note A-2-S Holder, Initial Note A-2-C1 Holder, Initial Note A-2-C2 Holder and Initial Note B-2-S Holder


HQ at First





 



 




     


     


    

TABLE OF CONTENTS


Page


 


	Section 1.	Definitions.	2
	Section 2.	Servicing of the Mortgage Loan.	14
	Section 3.	Priority of Payments.	19
	Section 4.	Workout.	21
	Section 5.	Administration of the Mortgage Loan.	21
	Section 6.	Appointment of Controlling Note Holder Representative and Non-Lead Note Holder Representative.	24
	Section 7.	Appointment of Special Servicer.	28
	Section 8.	Payment Procedure.	29
	Section 9.	Limitation on Liability of the Note Holders.	30
	Section 10.	Bankruptcy.	31
	Section 11.	Representations of the Note Holders.	31
	Section 12.	No Creation of a Partnership or Exclusive Purchase Right.	32
	Section 13.	Other Business Activities of the Note Holders.	32
	Section 14.	Sale of the Notes.	32
	Section 15.	Registration of the Notes and Each Note Holder.	35
	Section 16.	Governing Law; Waiver of Jury Trial.	35
	Section 17.	Submission To Jurisdiction; Waivers.	36
	Section 18.	Modifications.	36
	Section 19.	Successors and Assigns; Third Party Beneficiaries.	37
	Section 20.	Counterparts.	37
	Section 21.	Captions.	37
	Section 22.	Severability.	37
	Section 23.	Entire Agreement.	37
	Section 24.	Withholding Taxes.	38
	Section 25.	Custody of Mortgage Loan Documents.	39
	Section 26.	Cooperation in Securitization.	39
	Section 27.	Notices.	40
	Section 28.	Broker.	40




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	Section 29.	Certain Matters Affecting the Agent.	40
	Section 30.	Termination and Resignation of Agent.	41
	Section 31.	Resizing.	41


 




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THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of August 24, 2021, by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM”,
and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-S, the “Initial Note
A-1-S Holder”, in its capacity as initial owner of Note A-1-C1, the “Initial Note A-1-C1 Holder”, in its
capacity as initial owner of Note A-1-C2, the “Initial Note A-1-C2 Holder”, in its capacity as initial owner of Note
B-1-S, the “Initial Note B-1-S Holder”, and in its capacity as the initial agent, the “Initial Agent”),
and BARCLAYS CAPITAL REAL ESTATE INC. (“BCREI”, and together with its successors and assigns in interest, in its capacity
as initial owner of Note A-2-S, the “Initial Note A-2-S Holder”, in its capacity as initial owner of Note A-2-C1.
the “Initial Note A-2-C1 Holder”, in its capacity as initial owner of Note A-2-C2, the “Initial Note A-2-C2
Holder”, and in its capacity as initial owner of Note B-2-S, the “Initial Note B-2-S Holder”, and, together
with the Initial Note A-1-S Holder, the Initial Note A-1-C1 Holder, the Initial Note A-1-C2 Holder, the Initial Note A-2-S Holder,
the Initial Note A-2-C1 Holder and the Initial Note A-2-C2 Holder, the “Initial Note Holders”).


W I T N E S S E T H:


WHEREAS, pursuant to the
Mortgage Loan Agreement (as defined herein), the Initial Note Holders originated a certain loan (the “Mortgage Loan”)
described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan
borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which is evidenced by, among other
things, eight Notes (as further described below) in the aggregate original principal amount of $408,000,000 made by the Mortgage Loan
Borrower in favor of the Initial Note Holders, and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”)
on certain real property located as described in the Mortgage Loan Agreement (the “Mortgaged Property”);


WHEREAS, the Mortgage Loan
is evidenced by the following promissory notes (as amended, modified or supplemented, the “Notes”), the designations
and original principal amounts set forth below, each dated as of July 30, 2021 and made by the Mortgage Loan Borrower in favor of the
applicable Initial Note Holder as set forth in the table:


 


	Note	Initial Note Holder	Original Principal Balance
	Note A-1-S	JPM	$62,300,000
	Note A-1-C1	JPM	$60,000,000
	Note A-1-C2	JPM	$38,700,000
	Note A-2-S	BCREI	$26,700,000
	Note A-2-C1	BCREI	$22,300,000
	Note A-2-C2	BCREI	$20,000,000
	Note B-1-S	JPM	$124,600,000
	Note B-2-S	BCREI	$53,400,000


WHEREAS, the Initial Note
Holders collectively intend (but are not bound) to sell, transfer and assign their respective right, title and interest in and to all
or a portion of Notes A-1-S, A-2-S, B-1-S and B-2-S to a depositor who will in turn transfer such notes to a trustee for the KREST
Commercial Mortgage Securities Trust 2021-CHIP;




     


     


    

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


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


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


“A Notes”
shall mean each of Note A-1-S, Note A-1-C1, Note A-1-C2, Note A-2-S, Note A-2-C1 and Note A-2-C2.


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


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


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


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


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


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


“Anticipated Repayment
Date” shall mean August 1, 2031.


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


 


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


“B Notes”
shall mean Note B-1-S and Note B-2-S.




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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.


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


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


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


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


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


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


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


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


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


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


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


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


“Control”
shall mean the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests
of an entity and the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies




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of an entity, whether through the ability to
exercise voting power, by contract or otherwise (“Controlled” and “Controls” have meanings correlative
thereto).


“Controlling Note
Holder” shall mean the Note A-1-S Holder; provided that at any time Note A-1-S is included in the Lead
Securitization, the rights of the “Controlling Note Holder” herein may be exercised by the Directing Certificateholder or
any other party assigned the right to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent
provided in the Lead Securitization Servicing Agreement; provided, however, that if the Note A-1-S Holder is a
Borrower Affiliate, it shall not be entitled to exercise the rights of the Controlling Note Holder.


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


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


“Directing Certificateholder”
shall mean the “Directing Certificateholder”, if any, as defined in the Lead Securitization Servicing Agreement or such other
analogous term used in the Lead Securitization Servicing Agreement.


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


“Excess Interest”
shall mean interest accrued at the Adjusted Interest Rate, as defined in the Mortgage Loan Agreement.


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


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


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


“Initial Note A-1-C1
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


“Initial Note A-1-C2
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


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


“Initial Note A-2-C1
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


“Initial Note A-2-C2
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.




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


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


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


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


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


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


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


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


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


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


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




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“Lead Securitization
Notes” shall mean Note A-1-S-1, Note A-2-S-1, Note B-1-S and Note B-2-S for so long as any such note is included
in the Lead Securitization.


“Lead Securitization
Servicing Agreement” shall mean the trust and servicing agreement to be entered into in connection with the Securitization of
the Lead Securitization Notes and issuance of the KREST Commercial Mortgage Securities Trust 2021-CHIP, Commercial Mortgage Pass Through
Certificates, Series 2021-CHIP, between the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor.


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


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


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


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


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


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


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


“Mortgage Loan Agreement”
shall mean the Loan Agreement, dated as of July 30, 2021, between the Mortgage Loan Borrower, as borrower, and JPM and BCREI, as lenders,
as the same may be further amended, restated, supplemented or otherwise modified from time to time, subject to the terms hereof.


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


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


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


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




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


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


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


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


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


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


“Non-Lead Note”
shall mean Note A-1-C1, Note A-1-C2, Note A-2-C1 and Note A-2-C2.


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


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


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


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


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


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




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


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


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


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


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


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


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


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


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


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


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


“Note Rate”
shall mean the applicable Interest Rate with respect to each Note.


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


“Operating Advisor”
shall mean Pentalpha Surveillance LLC, or its successor-in-interest, or any successor Operating Advisor appointed as provided
in the Lead Securitization Servicing Agreement.


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




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


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


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


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


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


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


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


(c)       one
or more of the following:


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




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1933, as amended, or an “accredited
investor” within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended, or


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


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


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


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




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requirements of this clause (y) may be
satisfied by a general partner, managing member, or the fund manager responsible for the day-to-day management and operation of
such entity; or


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


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


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


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


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




    -11- 


     


    

hereunder and the condition for such Rating
Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or
refusal to review or otherwise engage in such prior request.


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


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


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


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


“REMIC Provisions”
shall mean the provisions of the Code relating to REMICs, which appear at sections 860A through 860G of the Code, and related provisions,
and regulations, including proposed regulations and rulings, and administrative pronouncements promulgated thereunder, as the foregoing
may be in effect from time to time.


“Required Special
Servicer Rating” shall mean (i) in the case of Fitch, a rating of “CSS3”, (ii) in the case of S&P,
such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer, (iii) in the case
of Moody’s, within the twelve (12) month period prior to the date of determination, such special servicer has acted as special servicer
for one or more loans included in a commercial mortgage loan securitization that was rated by Moody’s and Moody’s has not
downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage
securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage loans as a material
reason for such downgrade or withdrawal, (iv) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer
as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time
of determination, and (v) in the case of DBRS Morningstar, within the twelve (12) month period prior to the date of determination,
such special servicer has acted as special




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servicer for one or more loans included in
a commercial mortgage loan securitization that was rated by DBRS Morningstar, and DBRS Morningstar has not downgraded or withdrawn the
then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch
citing the continuation of such special servicer as special servicer of such commercial mortgage loans as a material reason for such downgrade
or withdrawal (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal).


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


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


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


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


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


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


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


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


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


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


“Servicer”
shall mean (i) the Master Servicer if the Mortgage Loan is not a Specially Serviced Mortgage Loan and (ii) the Special Servicer
if the Mortgage Loan is a Specially Serviced Mortgage Loan, provided, that with respect to a specific function, right or obligation
as to which the Lead Securitization Servicing Agreement designates the Master Servicer of the Special Servicer, the party so designated
shall be the “Servicer”.


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




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


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


“Special Servicer”
shall mean KeyBank National Association, or its successor-in-interest, or any successor “special servicer” appointed
as provided in the Lead Securitization Servicing Agreement and this Agreement.


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


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


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


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


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


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


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


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


Section 2.   Servicing
of the Mortgage Loan.


(a)       Each
Note Holder acknowledges and agrees that, subject to the terms of this Agreement, the Mortgage Loan shall be serviced from and after the
Securitization Date pursuant to the Lead Securitization Servicing Agreement. Subject to the terms and conditions of this Agreement, each
Note Holder hereby irrevocably and unconditionally consents to the appointment




    -14- 


     


    

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


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




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


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


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


In the event that the Master
Servicer or the Special Servicer has determined that expected proceeds of the Mortgage Loan (or foreclosed property) would be insufficient
for reimbursement of (i) any Servicing Advances or Administrative Advances and any interest accrued and payable on such Advances
at the Advance Rate, (ii) the Indemnified Items and (iii) any other Trust Fund Expenses and any other fees, costs or expenses
incurred in connection with the servicing and administration of the Mortgage Loan (including, without, limitation, any costs, fees and
expenses related to obtaining any Rating Agency Confirmation), and any collections allocable to the B Notes has been applied to pay such
amounts, each Non-Lead Note Holder shall be required to, promptly following notice from the Master Servicer, pay the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, or the Lead Securitization Trust, as applicable,
the related Non-Lead Note Holder’s Pro Rata Share




    -16- 


     


    

of the insufficiency and if such Non-Lead
Note Holder is a Non-Lead Securitization Trust, then such Non-Lead Note Holder shall be required to use general collections on
the other mortgage loans in the related Non-Lead Securitization Trust to pay such Pro Rata Share.


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


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


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


(i)       any
Servicing Advances (and advance interest thereon), Administrative Advances (and advance interest thereon) and any Trust Fund Expenses
(including




    -17- 


     


    

Indemnified Items) relating to servicing
and administration of the Mortgage Loan and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation
Fees and Workout Fees relating to the Mortgage Loan will be paid in accordance with Sections 2 and 3 of this Agreement
and the Lead Securitization Servicing Agreement;


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


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


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


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


(j)       If
a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing
Agreement, the Master Servicer, the Special Servicer and the Trustee and the Certificate Administrator shall reasonably cooperate with
such Non-Lead Asset Representations Reviewer in connection with such Asset Review by providing such Non-Lead Asset Representations
Reviewer with any documents reasonably requested by such Non-Lead Asset Representations Reviewer, but only to the extent that such
documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or the




    -18- 


     


    

Certificate Administrator as the case may be,
and are not in the possession of the Non-Lead Asset Representations Reviewer, Non-Lead Master Servicer, Non-Lead Special Servicer
or custodian under the related Non-Lead Securitization Servicing Agreement.


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


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


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


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


(iii)       third,
on a Pro Rata and Pari Passu Basis, to each Note A Holder, an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such




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


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


(v)       fifth,
on a Pro Rata and Pari Passu Basis, to the Note B Holders in an amount equal to all principal payments (or other amounts allocated
to principal, including amounts allocable as principal on the Mortgage Loan after the Anticipated
Repayment Date) received, if any, with respect to such Monthly Payment Date, until the Note Principal Balances of the B Notes have
been reduced to zero;


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


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


(viii)       eighth,
on a Pro Rata and Pari Passu Basis, to each Note A Holder up to an amount equal to the unpaid Excess Interest accrued on the related principal
balance, with the aggregate amount so payable to be allocated between the Note A Holders on a Pro Rata and Pari Passu Basis according
to the amount of accrued and unpaid Excess Interest due to each such Holder;


(ix)       ninth,
on a Pro Rata and Pari Passu Basis, to each Note B Holder, up to an amount equal to the unpaid Excess Interest accrued on the principal
balance of such B Note, with the aggregate amount so payable to be allocated between the Note B Holders on a Pro Rata and Pari Passu Basis
according to the amount of accrued and unpaid Excess Interest due to each such Holder;


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


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




    -20- 


     


    

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


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


Section 5.   Administration
of the Mortgage Loan.


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




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any remedies with respect to the Mortgage Loan
or the Mortgage Loan Borrower, including, without limitation, filing or causing the Lead Securitization Note Holder to file any bankruptcy
petition against the Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the
Trustee acting on behalf of the Lead Securitization Note Holder) shall not have any fiduciary duty to any Non-Lead Securitization
Note Holder in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note
Holder from the obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing Standard (in
the case of the Master Servicer or the Special Servicer) or any liability for failure to do so).


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


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


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




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Securitization Note Holder may reasonably request
to better assure and evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver the related
original Non-Lead Securitization Note, endorsed in blank, to or at the direction of the Lead Securitization Note Holder in connection
with the consummation of any such sale.


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


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


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


(c)       The
Mortgage Loan shall be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts
with respect to the Mortgage Loan shall be allocated, first, to the B Notes on a Pro Rata and Pari Passu Basis (based on their
relative outstanding principal balances), and then to the A Notes on a Pro Rata and Pari Passu Basis (based on their relative outstanding
principal balances).




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


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


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


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




    -24- 


     


    

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


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


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


In the event that the Special
Servicer or Master Servicer (in the event the Servicer is otherwise authorized by the Lead Securitization Servicing Agreement to take
such action), as applicable, determines that immediate action, with respect to the foregoing matters, or any other matter requiring consent
of the Controlling Note Holder, prior to the occurrence and continuance of a Control Event pursuant to the Lead Securitization Agreement
(or consultation with the




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Controlling Note Holder after the occurrence
and during the continuance of a Control Event, but prior to the occurrence of a Consultation Termination Event (as defined in the Lead
Securitization Servicing Agreement)), is necessary to protect the interests of the Note Holders (as a collective whole taking into account
that the B Notes are junior to the A Notes) and the Special Servicer has made a reasonable effort to contact the Controlling Note Holder,
the Master Servicer or the Special Servicer, as the case may be, may take any such action without waiting for the Controlling Note Holder’s
response.


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


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


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




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


(f)       (1) the
Lead Securitization Note Holder (or the Special Servicer acting on its behalf) shall be required to provide to each Non-Lead Note
Holder or its related Non-Lead Note Holder Representative (provided that the Lead Securitization Note Holder does not have
knowledge that such Non-Lead Note Holder is a Borrower Affiliate) (i) notice, information and reports with respect to any Major
Decisions (similar to such notice, information and report it is required to deliver to the Directing Certificateholder pursuant to the
Lead Securitization Servicing Agreement) (for this purpose, without regard to whether such items are actually required to be provided
to the Directing Certificateholder under the Lead Securitization Servicing Agreement due to the occurrence of a Control Event or a Consultation
Termination Event) and (ii) a summary of any Asset Status Report relating to the Mortgage Loan (at the same time as it is required
to deliver to the Directing Certificateholder pursuant to the Lead Securitization Servicing Agreement) (for this purpose, without regard
to whether such Asset Status Report is actually required to be provided to the Directing Certificateholder under the Lead Securitization
Servicing Agreement due to the occurrence of a Control Event or a Consultation Termination Event) and (2) the Lead Securitization
Note Holder (or the Special Servicer acting on its behalf) shall be required to consult with each Non-Lead Note Holder (or its related
Non-Lead Note Holder Representative) on a strictly non-binding basis with respect to any such Major Decision or the implementation
of any recommended actions in such summary of the Asset Status Report relating to the Mortgage Loan, and consider alternative actions
recommended by the related Non-Lead Note Holder (or its related Non-Lead Note Holder Representative); provided that after
the expiration of a period of ten (10) Business Days from the delivery to a Non-Lead Note Holder (or its related Non-Lead Note
Holder Representative) by the Lead Securitization Note Holder of written notice of a proposed action, together with copies of the notice,
information and report required to be provided to the Non-Lead Note Holder, the Lead Securitization Note Holder (or the Special Servicer
acting on its behalf) shall no longer be obligated to consult with such Non-Lead Note Holder (or its related Non-Lead Note Holder
Representative), whether or not such Non-Lead Note Holder (or its related Non-Lead Note Holder Representative) has responded within
such ten (10) Business Day period unless the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on
its behalf) proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10)
Business Day period shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding
the consultation rights of any Non-Lead Note Holder (or its related Non-Lead Note Holder Representative) set forth in the immediately
preceding sentence, the Lead Securitization Note Holder (or Special Servicer acting on its behalf) may make any Major Decision or take
any action




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set forth in the Asset Status Report before
the expiration of the aforementioned ten (10) Business Day period if the Lead Securitization Note Holder (or Special Servicer) determines
that immediate action with respect thereto is necessary to protect the interests of the Note Holders. In no event shall the Lead Securitization
Note Holder (or Servicer or Special Servicer, acting on its behalf) be obligated at any time to follow or take any alternative actions
recommended by any Non-Lead Note Holder (or its related Non-Lead Note Holder Representative).


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


(h)       Notwithstanding
anything to the contrary stated herein, a Non-Lead Note Holder shall not be entitled to exercise the powers described in Sections 6(f),
6(g) or 7 if it is a Borrower Affiliate.


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




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If a Special Servicer Termination
Event has occurred with respect to the Special Servicer that affects a Non-Lead Note Holder, such Non-Lead Note Holder shall have
the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling
Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement (or at any time that the Mortgage Loan
is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the successor servicing agreement pursuant to which
the Mortgage Loan is being serviced) pursuant to and in accordance with the terms of the Lead Securitization Servicing Agreement (or at
any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the successor servicing
agreement pursuant to which the Mortgage Loan is being serviced). The Controlling Note Holder and the Non-Lead Note Holders acknowledge
and agree that any successor special servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated
for cause at any Non-Lead Note Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was so terminated
without the prior written consent of such Non-Lead Note Holder. The applicable Non-Lead Note Holder shall be solely responsible
for reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable
time by the terminated special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts
on deposit in the Collection Account or Companion Loan Distribution Account.


Section 8.   Payment
Procedure.


(a)       The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the
Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments and collections on the Mortgage Loan to the
Collection Account and the portion of such payments and collections that are distributable to the Non-Lead Securitization Note Holders
shall be deposited into the Companion Loan Distribution Account pursuant to and in accordance with the Lead Securitization Servicing Agreement.
The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such amounts to the applicable
account within two (2) Business Days after receipt of properly identified funds by the Lead Securitization Note Holder (or the Master
Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower and (ii) remit from the applicable account (A) prior
to the Securitization Date, within two Business Days of receipt of properly identified funds (unless otherwise specified pursuant to an
interim servicing agreement) and (B) on or after the Securitization Date, (1) with respect to the Lead Securitization Notes,
the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Notes and (2) with respect to each
Non-Lead Securitization Note, (x) prior to the Non-Lead Securitization, the remittance date under the Lead Securitization
Servicing Agreement for the Lead Securitization Notes and (y) on or after the Non-Lead Securitization, the earlier of the remittance
date under the Lead Securitization Servicing Agreement and the business day immediately succeeding the “determination date”
set forth in the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Notes, all payments received
and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect to the Non-Lead Securitization
Notes (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained by the applicable Note Holder.




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


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


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


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


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




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Holder to exercise such rights other than as
described above. However, the Servicer must act in accordance with the Servicing Standard.


Section 10.   Bankruptcy. Subject
to Section 5(b), each Note Holder hereby agrees that only the Lead Securitization Note Holder has the right to institute,
file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise
invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower
or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower.
Each Note Holder further agrees that only the Lead Securitization Note Holder, and not any of the Non-Lead Securitization Note Holders,
can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any
other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The
Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable
power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions
available to the Non-Lead Securitization Note Holders in connection with any case by or against the Mortgage Loan Borrower under the
Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote
to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan,
and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree
that, upon the request of the Lead Securitization Note Holder, each Non-Lead Securitization Note Holder shall execute, acknowledge
and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization
Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by
the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.


Section 11.   Representations of the
Note Holders. Each Note Holder represents and warrants that the execution, delivery and performance of this Agreement is within its
corporate powers, has been duly authorized by all necessary corporate action, and does not contravene such Note Holder’s charter
or any law or contractual restriction binding upon such Note Holder, and that this Agreement is the legal, valid and binding obligation
of such Note Holder enforceable against such Note Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except that the
enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. Each Note Holder
represents and warrants that it is duly organized, validly existing, in good standing and in possession of all licenses and authorizations
necessary to carry on its business. Each Note Holder represents and warrants that (a) this Agreement has been duly executed and delivered
by such Note Holder, (b) to such Note Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings
of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by
such Note Holder have been obtained or made and (c) to such Note Holder’s actual knowledge, there is




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no pending action, suit or proceeding, arbitration
or governmental investigation against such Note Holder, an adverse outcome of which would materially and adversely affect its performance
under this Agreement.


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


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


Section 14.   Sale of
the Notes.


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




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any portion of its Note (or a participation
interest in such Note) to the Mortgage Loan Borrower or a Borrower Affiliate and any such Transfer shall be absolutely null and void ab
initio and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it will pay the expenses of the
non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses
relating to the confirmation from the Rating Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder
shall have the right, without the need to obtain the consent of any other Note Holder, the Rating Agencies or any other Person, to Transfer
49% or less (in the aggregate) of its Note or any beneficial interest in its Note whether or not the related transferee is a Qualified
Institutional Lender. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the
Notes in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special
Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged
Property, upon the Mortgage Loan becoming a Specially Serviced Mortgage Loan, to a single member limited liability or limited partnership,
100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or
limited partnerships, by the Lead Securitization Trust.


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


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




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


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


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


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


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




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


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


Section 16.   Registration of the Notes
and Each Note Holder. The Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”)
for the registration and transfer of the Notes. The Agent shall serve as the initial note registrar and the Agent hereby accepts such
appointment. The names and addresses of the holders of the Notes and the names and addresses of any transferee of any Note of which the
Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in this Section 15,
shall be registered in the Note Register. The Person in whose name a Note Holder is so registered shall be deemed and treated as the sole
owner and holder thereof for all purposes of this Agreement. Upon request of a Note Holder, the Agent shall provide such party with the
names and addresses of the other Note Holders. To the extent the Trustee or another party is appointed as Agent hereunder, each Note Holder
hereby designates such Person as its agent under this Section 15 solely for purposes of maintaining the Note Register.


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


Section 16.   Governing Law; Waiver
of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF
THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN




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


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


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


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


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


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


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




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to the definition of Rating Agency Confirmation
in the Lead Securitization Servicing Agreement and/or any Non-Lead Securitization Servicing Agreement, as applicable.


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


Section 20.   Counterparts. This
Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same instrument, and the words “executed,” “signed,” “signature,”
and words of like import as used above and elsewhere in this Agreement or in any other certificate, agreement or document related to this
transaction shall include, in addition to manually executed signatures, images of manually executed signatures transmitted by facsimile
or other electronic format (including, without limitation, “pdf”) and other electronic signatures (including, without limitation,
any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted
by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation,
any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal
effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent
permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic
Transactions Act or the Uniform Commercial Code.


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


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


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




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


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


(b)       Each
Non-Lead Securitization Note Holder represents to the Lead Securitization Note Holder (for the benefit of the Mortgage Loan Borrower)
that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower is obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement. Contemporaneously
with the execution of this Agreement and from time to time as necessary during the term of this Agreement, each Non-Lead Securitization
Note Holder shall deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization
Note Holder substantiating that such Note Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement. Without
limiting the effect of the foregoing, (i) if a Non-Lead Securitization Note Holder is created or organized under the laws of
the United States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing
to the Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if a Non-Lead Securitization Note Holder
is not created or organized under the laws of the United States, any state thereof or the District of Columbia, and if the payment of
interest or other amounts by the Mortgage Loan Borrower is treated for United States income tax purposes as derived in whole or part from
sources within the United States, such Note




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


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


Section 26.   Cooperation
in Securitization.


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




    -39- 


     


    

opinions (including customary securities law
opinions) in connection with the Mortgage Loan and the Lead Securitization), as well as in connection with all other matters and the preparation
of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to a Non-Lead
Securitization Note Holder and the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization
Note Holder acknowledges that the information provided by it to the Lead Securitization Note Holder may be incorporated into the offering
documents for the Lead Securitization. The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information
supplied by, or on behalf of, each Non-Lead Securitization Note Holder. The Lead Securitization Note Holder will reasonably cooperate
with each Non-Lead Securitization Note Holder by providing all information reasonably requested that is in the Lead Securitization
Note Holder’s possession in connection with each Non-Lead Securitization Note Holders’ preparation of disclosure materials
in connection with a Securitization.


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


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


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


Section 29.   Certain
Matters Affecting the Agent.


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


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


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




    -40- 


     


    

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


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


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


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


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


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


Section 31.   Resizing. Notwithstanding
any other provision of this Agreement, for so long as a Note Holder or an affiliate of a Note Holder (the “Resizing Note Holder”)
is the owner of a Non-Lead Securitization Note (the “Owned Note”) and such Owned Note is not included in a Securitization,
such Resizing Note Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower
to execute amended and restated notes or additional notes (in either case, “New Notes”) reallocating the principal
of the Owned Note to such New Notes; or severing the Owned Note into one or more further “component” notes in the aggregate
principal amount equal to the then outstanding principal balance of the Owned Note provided that (i) the aggregate principal
balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of the Owned Note prior to such
amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all
Notes pay pro rata and on a pari passu basis (to the extent described in the Mortgage Loan Agreement) and such reallocated
or component




    -41- 


     


    

notes shall be automatically subject to the
terms of this Agreement, (iv) the Resizing Note Holder holding the New Notes shall notify the Lead Securitization Note Holder, the
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing (which may be by e-mail) of such modified
allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard.
Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5),
no Note may be modified or amended without the consent of its holder and the consent of the holders of the other Notes. In connection
with the foregoing (provided the conditions set forth in (i) through (v) above are satisfied), (1) the Master Servicer is hereby
authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement (or to amend and restate any Mortgage
Loan Document or this Agreement) on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such
reallocation of principal or severing of a Note (provided that such “component” notes shall each have their same rights
as the respective original Note) and (2) if more than one New Note is created hereunder, for purposes of exercising the rights of
a Non-Lead Note Holder hereunder, the definition of the term “Securitization” and all of the related defined terms may
be amended (and new terms added, as necessary) to reflect the New Notes.


[SIGNATURE PAGE FOLLOWS]


 




    -42- 


     


    

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


 


	 	Initial Note A-1-S Holder, Initial Note A-1-C1 Holder, Initial Note A-1-C2 Holder and Initial Note B-1-S Holder
	 	 
	 	 
	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking
    association
	 	 
	 	 
	 	 
	 	 By:  	/s/ Brennan Woods
	 	 	Name:  	Brennan Woods
	 	 	Title: 	Vice President
	 	 	 	 


 




 


	 	Initial Note A-2-S Holder,
Initial Note A-2-C1 Holder, Initial Note A-2-C2 Holder and Initial Note B-2-S Holder
	 	 
	 	 
	 	 
	 	BARCLAYS CAPITAL REAL ESTATE INC.
	 	 
	 	 By:  	/s/ Dan Schmidt
	 	 	Name:  	Dan Schmidt
	 	 	Title: 	Vice President
	 	 	 	 


 



 


 




    KREST 2021-CHIP: CO-LENDER AGREEMENT


     


    

EXHIBIT A


MORTGAGE LOAN SCHEDULE


Description of Mortgage Loan


	Mortgage Loan Borrower:	KRE HQ at First Owner LLC
	Date of Mortgage Loan:	July 30, 2021
	Date of Notes:	July 30, 2021
	Original Principal Amount of Mortgage Loan:	$408,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$408,000,000
	Initial Note A-1-S Principal Balance	$62,300,000
	Initial Note A-1-C1 Principal Balance	$60,000,000
	Initial Note A-1-C2 Principal Balance	$38,700,000
	Initial Note A-2-S Principal Balance	$26,700,000
	Initial Note A-2-C1 Principal Balance	$22,300,000
	Initial Note A-2-C2 Principal Balance	$20,000,000
	Initial Note B-1-S Principal Balance	$124,600,000
	Initial Note B-2-S Principal Balance	$53,400,000
	Location of Mortgaged Property:	110 Holger Way, 120 Holger Way and 130 Holger Way in San Jose, California
	Anticipated Repayment Date	August 1, 2031
	Scheduled Maturity Date:	November 1, 2034


 


 




    A-1


     


    

EXHIBIT B


1.       Initial Note A-1-S
Holder, Initial Note A-1-C1 Holder, Initial Note A-1-C2 Holder and Initial Note B-1-S Holder:


(Prior to Securitization of Note A-1-S and Note B-1-S)



JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh

Email: US_CMBS_Notice@jpmorgan.com


with a copy to:


JPMorgan Chase Bank, National Association

4 New York Plaza, Floor 21

New York, NY 10004-2413

Attention: SPG Legal

Email: US_CMBS_Notice@jpmorgan.com


with a copy to:



Cadwalader Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Frank Polverino, Esq.

Email: Frank.Polverino@cwt.com


(Following Securitization
of Note A-1-S and Note B-1-S):


Depositor:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh

E-mail: US_CMBS_Notice @jpmorgan.com




    B-1


     


    

with a copy to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

4 New York Plaza

21st Floor

New York, NY 10004-2413

Attention: SPG Legal

E-mail: US_CMBS_Notice @jpmorgan.com


Master Servicer:



KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

E-mail: michael_a_tilden@keybank.com


with a copy to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

E-mail: kkohring@polsinelli.com


Special Servicer:



KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

E-mail: keybank_notices@keybank.com


with a copy to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

E-mail: kkohring@polsinelli.com








    B-2


     


    

Certificate Administrator or the Trustee:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – KREST 2021-CHIP

Telephone: (410) 884-2000


with a copy to:



Facsimile: (410) 715-2380

Email: trustadministration@wellsfargo.com and

cts.cmbs.bond.admin@wellsfargo.com


Operating Advisor:



Pentalpha Surveillance LLC

375 North French Road

Suite 100

Amherst, New York 14228

Attention: KREST 2021-CHIP Transaction Manager


with a copy sent via e-mail to:



notices@pentalphasurveillance.com






2.       Initial Note A-2-S
Holder, Initial Note A-2-C1 Holder, Initial Note A-2-C2 Holder and Initial Note B-2-S Holder:


(Prior to Securitization of Note A-2-S and Note B-2-S)



Barclays Capital Real Estate Inc.



Notice Address:

Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Dan Vinson

Email: daniel.vinson@barclays.com




    B-3


     


    

with a copy to:


Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Steven P. Glynn, Legal Department

Email: steven.glynn@barclays.com


(Following Securitization
of Note A-2-S and Note B-2-S):


Depositor:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh

E-mail: US_CMBS_Notice @jpmorgan.com


with a copy to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

4 New York Plaza

21st Floor

New York, NY 10004-2413

Attention: SPG Legal

E-mail: US_CMBS_Notice @jpmorgan.com


Master Servicer:



KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

E-mail: michael_a_tilden@keybank.com


with a copy to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

E-mail: kkohring@polsinelli.com




    B-4


     


    

Special Servicer:



KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

E-mail: keybank_notices@keybank.com


with a copy to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

E-mail: kkohring@polsinelli.com






Certificate Administrator or the Trustee:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – KREST 2021-CHIP

Telephone: (410) 884-2000


with a copy to:



Facsimile: (410) 715-2380

Email: trustadministration@wellsfargo.com and

cts.cmbs.bond.admin@wellsfargo.com


Operating Advisor:



Pentalpha Surveillance LLC

375 North French Road

Suite 100

Amherst, New York 14228

Attention: KREST 2021-CHIP Transaction Manager




    B-5


     


    

with a copy sent via e-mail to:



notices@pentalphasurveillance.com



with the deal name on the subject line and with a copy sent via email to:



Bass, Berry & Sims PLC

150 Third Avenue South

Nashville, TN 37201

Attention: Jay Knight

E-mail: jknight@bassberry.com




    B-6


     


    

EXHIBIT C


 


1. Apollo Global Real Estate


2. Archon Capital, L.P.


3. AREA Property Partners


4. BlackRock, Inc.


5. The Blackstone Group International Ltd.


6. Capital Trust, Inc.


7. Clarion Partners


8. Colony Capital, Inc.


9. DLJ Real Estate Capital Partners


10. Eightfold Real Estate Capital, L.P.


11. Fortress Investment Group LLC


12. Garrison Investment Group


13. Goldman, Sachs & Co.


14. iStar Financial Inc.


15. J.E. Roberts Companies


16. Lend-Lease Real Estate Investments


17. LoanCore Capital


18. Lonestar Funds


19. Praedium Group


20. Raith Capital Partners, LLC


21. Rialto Capital Management, LLC


22. Rialto Capital Advisors, LLC


23. Rockpoint Group


24. Starwood Capital/Starwood Financial Trust


25. Torchlight Investors


26. Walton Street Capital, LLC


27. Westbrook Partners


28. WestRiver Capital


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


 






    C-1