Exhibit 4.10 


 


EXECUTION COPY


 


CO-LENDER AGREEMENT


 


Dated as of September 14, 2015


 


by and between


 


STARWOOD MORTGAGE FUNDING II LLC

(Initial Note A-1 Holder)


 


and


 


STARWOOD MORTGAGE FUNDING I LLC

(Initial Note A-2 Holder)


 


Hyatt Place Texas Portfolio Loan


 



    	 



    	 



    




 





TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Section 1	Definitions	1
	Section 2 	Servicing of the Mortgage Loan	15
	Section 3	Priority of Payments	19
	Section 4  	Workout	21
	Section 5  	Administration of the Mortgage Loan	21
	Section 6  	Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative	26
	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	36
	Section 17  	Submission To Jurisdiction; Waivers	36
	Section 18	Modifications	37
	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	37
	Section 25	Custody of Mortgage Loan Documents	39
	Section 26	Cooperation in Securitization	39
	Section 27	Notices	40
	Section 28	Broker	40
	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 September 14, 2015 by and between STARWOOD MORTGAGE FUNDING II LLC, a Delaware
limited liability company (“Starwood” and together with its successors and assigns in interest, in its capacity
as initial owner of the Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent,
the “Initial Agent”) and STARWOOD MORTGAGE FUNDING I LLC, a Delaware limited liability company (together with
its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder”
and, together with the Initial Note A-1 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), Starwood Mortgage Capital LLC (“Original Lender”) originated
a certain loan described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage
Loan”) to the mortgage loan borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”),
which was evidenced, inter alia, by two promissory notes (as amended, modified or supplemented, the “Notes”)
(i) one promissory note in the original principal amount of $25,000,000.00 (“Note A-1”) made by the Mortgage
Loan Borrower in favor of the Original Lender (“Initial Note A-1”) and (ii) one promissory note in
the original principal amount of $13,500,000.00 (“Note A-2”), made by the Mortgage Loan Borrower in favor of
the Original Lender (“Initial Note A-2”); and secured by three deeds of trust (as amended, modified
or supplemented, the “Mortgage”) on certain real property located as described in the Loan Agreement (collectively,
the “Mortgaged Property”);


 


WHEREAS, the Original
Lender assigned the Initial Note A-1 to the Initial Note A-1 Holder on the date hereof;


 


WHEREAS, WHEREAS, the
Original Lender assigned the Initial Note A-2 to the Initial Note A-2 Holder on the date hereof; and


 


WHEREAS, the Initial
Note A-1 Holder and the Initial Note A-2 Holder desire to enter into this Agreement to memorialize the terms under which they,
and their successors and assigns, shall hold Note A-1 and Note A-2, respectively;


 


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.


 


“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, from and after
the Securitization Date, shall mean the Certificate Administrator, if any, and if there is no Certificate Administrator, shall
mean the Trustee.


 


“Agent Office”
shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement is located at
1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139, Attention: Leslie Fairbanks, and which is the address to which notices
to and correspondence with the Agent should be directed. The Agent may change the address of its designated office by notice to
the Noteholders


 


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


 


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


 


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


 


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


 


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


 


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


 


“Certificate
Administrator” shall mean the certificate administrator appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 






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


 


“Controlling
Class Representative” shall have the meaning assigned to the term “Directing Certificateholder” in the
Lead Securitization Servicing Agreement.


 


“Controlling
Note Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 is included in the Lead Securitization,
references to the “Controlling Note Holder” herein shall mean the holders of the majority of the class of securities
issued in the Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided in the
Lead Securitization Servicing Agreement; provided that if at any time 50% or more of Note A-1 (or class of securities issued
in the Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights
to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the
Mortgage Loan Borrower, Note A-1 (or the class of securities issued in the Lead Securitization designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”)
shall not be entitled to exercise any rights of the Controlling Note Holder and the Note A-2 Holder shall be the Controlling Note
Holder unless 50% or more of Note A-2 (or the class of securities issued in the Non-Lead Securitization designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”)
is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower. If 50% or more of each of Note A-1 and Note
A-2 (or class of securities issued in the Lead Securitization and Non-Lead Securitization designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”)
is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled to exercise the
rights of the Controlling Note Holder.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Initial Note
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 following any such
permitted transaction affecting the title to the Mortgaged Property, the Mortgage Loan Borrower for purposes of this Agreement
shall be defined to mean the successor owner of the Mortgaged Property from time to time as may be permitted pursuant to the Mortgage
Loan Documents; provided, further, however, that for the purposes of this definition, in the event that more
than one entity comprises the Mortgage Loan Borrower, the term “Mortgage Loan Borrower” shall refer to any such entity.


 


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


 


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


 


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


 


“Lead Securitization”
shall mean (a) during the period from and after the Securitization of Note A-2 and prior to the Securitization of Note A-1, the
Note A-2 Securitization and (b) on and after the Securitization of Note A-1, the Securitization Trust to be designated by the Initial
Note A-1 Holder.


 


“Lead Securitization
Note” shall mean (a) during the period from and after the Note A-2 Securitization Date and prior to the Note A-1 Securitization
Date, Note A-2, and (b) on and after the Note A-1 Securitization Date, Note A-1.


 






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


 


“Lead Securitization
Servicing Agreement” shall mean (i) during the period from and after the Note A-2 Securitization Date and prior to the
Note A-1 Securitization Date, the pooling and servicing agreement entered into in connection with the Securitization of Note A-2
and (ii) on and after the Note A-1 Securitization Date, the pooling and servicing agreement to be entered into in connection with
the Securitization of Note A-1 and issuance of the JPMBB Commercial Mortgage Securities Trust 2015-C32. The Servicing Standard
in the Lead Securitization Servicing Agreement shall require, among other things, that each Servicer, in servicing the Mortgage
Loan, must take into account the interests of each Note Holder.


 


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


 


“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 or any one or more analogous terms in the Lead Securitization Servicing Agreement; provided
that at any time that Note A-1 is not included in the Lead Securitization “Major Decision” shall mean:


 


(i)          any
proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property) of the ownership
of the   property or properties securing the Mortgage Loan if it comes into and continues in default;


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xv)      any
approval of a Major Lease (as defined in the Mortgage Loan Documents) to the extent lender’s approval is required by the
Mortgage Loan   Documents;.


 


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


 






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


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of September 14, 2015, between AUSTIN BV LCP OPERATING GROUP, LLC,
BV LCP AUSTIN INVESTMENT GROUP, LLC, BV LCP DALLAS INVESTMENT GROUP, LLC, BV LCP SAN ANTONIO INVESTMENT GROUP, LLC, DALLAS BV LCP
OPERATING GROUP, LLC, and SAN ANTONIO BV LCP OPERATING GROUP, LLC, each a Delaware limited liability company, as Borrower, and
STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company, as Lender, as the same may be further amended, restated, supplemented
or otherwise modified from time to time, subject to the terms hereof.


 


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


 


“Mortgage Loan
Borrower Related Party” shall have the meaning assigned to such term in Section 13.


 


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


 


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


 


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


 


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


 


“Non-Controlling
Note” shall mean Note A-2.


 


“Non-Controlling
Note Holder” means the Note A-2 Holder; provided that at any time Note A-2 is included in a Securitization, references
to the “Non-Controlling Note Holder” herein shall mean the Non-Lead Securitization Subordinate Class Representative
or any other party assigned the rights to exercise the rights of the “Non-Controlling Note Holder” hereunder, as and
to the extent provided in the related Non-Lead Securitization Servicing Agreement and as


 






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to the identity of which the Lead Securitization
Note Holder (and the Master Servicer and the Special Servicer) has been given written notice; provided that if at any time 50%
or more of Note A-1 is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, Note A-1 shall not be
entitled to exercise any rights of the Controlling Note Holder and the Note A-2 Holder shall be the Controlling Note Holder unless
50% or more of Note A-2 is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower. If 50% or more of
each of Note A-1 and Note A-2 is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall
be entitled to exercise the rights of the Controlling Note Holder. The Lead Securitization Note Holder (or the Master Servicer
or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one party exercising the
rights of the “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement and, (x) to
the extent that the related Non-Lead Securitization Servicing Agreement assigns such rights to more than one party or (y) to the
extent Note A-2 is split into two or more New Notes pursuant to Section 31, for purposes of this Agreement, the Non-Lead Securitization
Servicing Agreement or the holders of such New Notes shall designate one party to deal with Lead Securitization Note Holder (or
the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization
Note Holder (and the Master Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such
designation and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
shall be entitled to treat the last party as to which it has received written notice as having been designated as the Non-Controlling
Note Holder, as the Non-Controlling Note Holder for all purposes of this Agreement. As of the date hereof and until further notice
from the Non-Lead Securitization Note Holder (or the Non-Lead Master Servicer or another party acting on its behalf), the Initial
Note A-2 Holder is the Non-Controlling Note Holder.


 


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


 






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


 


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


 


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


 


“Non-Lead Senior
Trust Advisor” shall mean the “trust advisor”, “operating advisor” or other analogous term under
the Non-Lead Securitization Servicing Agreement.


 


“Non-Lead Securitization
Note” shall mean (a) during the period from and after the Securitization of Note A-2 and prior to the Securitization
of Note A-1, Note A-1, and (b) on and after the Securitization of Note A-2, Note A-2.


 


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


 


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


 


“Non-Lead Securitization
Subordinate Class Representative” shall mean the holders of the majority of the class of securities issued in the Securitization
of the Non-Lead Securitization Note designated as the “controlling class” pursuant to the Non-Lead Securitization Servicing
Agreement or their duly appointed representative; provided that if 50% or more of the class of securities issued in the Non-Lead
Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise
the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage
Loan Borrower, no person shall be entitled to exercise the rights of the Non-Lead Securitization Subordinate Class Representative.


 


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


 


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


 


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


 






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


 


“Note A-1 Holder”
shall mean the Initial Note A-1 Holder or any subsequent holder of Note A-1, as applicable.


 


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


 


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


 


“Note A-2 Holder”
shall mean the Initial Note A-2 Holder or any subsequent holder of Note A-2, as applicable.


 


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


 


“Note Holders”
shall mean collectively, the Note A-1 Holder and the Note A-2 Holder.


 


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


 


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


 


“Notes”
shall mean, collectively, Note A-1 and Note A-2.


 


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


 


“Percentage
Interest” shall mean, (a) with respect to the Note A-1 Holder, a fraction, expressed as a percentage, the numerator of
which is the Note A-1 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance and the Note
A-2 Principal Balance, and (b) with respect to the Note A-2 Holder, a fraction, expressed as a percentage, the numerator of which
is the Note A-2 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance and the Note A-2 Principal
Balance.


 


“Permitted Fund
Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached
hereto and made a part hereof or any other nationally-recognized manager of investment funds investing in debt or equity interests
relating to commercial real estate, (ii) investing through a fund with committed capital of at least $250,000,000 and (iii) not
subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 






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


 


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


 


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


 


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


 


(b)          the
trustee on behalf of the trust certificates issued pursuant to a master trust agreement involving a CDO comprised of, or other
securitization vehicle involving, assets deposited or transferred by a Note Holder and/or one or more Affiliates (whether with
assets from others or not), provided that the securities issued in connection with such CDO or other securitization vehicle
are rated 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)         an
insurance company, bank, savings and loan association, investment bank, trust company, commercial credit corporation, pension plan,
pension fund, pension fund advisory firm, mutual fund, real estate investment trust, governmental entity or plan, or


 


(ii)         an
investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, or an “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) the Lead Securitization of, (b) the creation of collateralized debt obligations
(“CDO”) secured by, or (c) a financing through an “owner trust” of, a Note or any interest
therein (any of the foregoing, a “Securitization Vehicle”), provided that (1) one or more classes
of securities issued by such Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies
that assigned a rating to one or more classes of securities issued in connection with a Securitization (it being understood that
with respect to any Rating Agency that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating
Agency Confirmation will not be required in connection with a transfer of such Note or any interest therein to such Securitization
Vehicle); (2) in the case of a


 






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Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle
(x) has a Required Special Servicer Rating, (y) is LNR Partners, LLC or (z) is otherwise acceptable to the Rating Agencies rating
each Securitization (such entity, an “Approved Servicer”) and such Approved Servicer is required to service
and administer such Note or any interest therein in accordance with servicing arrangements for the assets held by the Securitization
Vehicle which require that such Approved Servicer act in accordance with a servicing standard notwithstanding any contrary direction
or instruction from any other Person; or (3) in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager
and, if applicable, each Intervening Trust Vehicle that is not administered and managed by a CDO Asset Manager which is a Qualified
Institutional Lender, are each a Qualified Institutional Lender under clauses (i), (ii), (iv) or (v) of this definition, or


 


(iv)       an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $250,000,000, 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 (without regard to the capital surplus/equity and total asset requirements set forth below in the definition), or


 


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


 


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


 


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


 


“Qualified Trustee”
means (i) a corporation, national bank, national banking association or a trust company, organized and doing business under
the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to


 






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accept
the trust conferred, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution
whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the applicable
Rating Agencies.


 


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


 


“Rating Agency
Confirmation” shall mean prior to a Securitization with respect to any matter, confirmation in writing (which may be
in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not,
in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of certificates
(if then rated by the Rating Agency); provided that a written waiver or other acknowledgment from the Rating Agency indicating
its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement
for the Rating Agency Confirmation from each Rating Agency with respect to such matter and after a Securitization, the meaning
given thereto or any analogous term in the Lead Securitization Servicing Agreement or Non-Lead Securitization Servicing Agreement,
as applicable, including any deemed Rating Agency Confirmation.


 


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


 


“Regulation
AB” shall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-220.1125,
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(d).


 


“Required Special
Servicer Rating” (1) at any time that the Lead Securitization Note is included in the Lead Securitization, shall have
the meaning assigned to such term or any analogous term in the Lead Securitization Servicing Agreement, and (2) at any other time,
shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”, (ii) in the case
of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer, (iii) in
the case of Moody’s, such special servicer is acting as special servicer for one or more loans included in a commercial mortgage
loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, and
Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage


 






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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 the sole or material factor, (iv) in the case of Morningstar, either (a) the applicable replacement
has a special servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked
by Morningstar, is currently acting as a master servicer or special servicer, as applicable, on a deal or transaction-level basis
for all or a significant portion of the related mortgage loans in other CMBS transactions rated by any of S&P, Moody’s,
Fitch, DBRS or KBRA and the trustee does not have actual knowledge that Morningstar has, and the replacement special servicer certifies
that Morningstar has not, with respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating or ratings
on one or more classes of such CMBS transaction citing servicing concerns of the applicable replacement as the sole or material
factor in such rating action, (v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the sole
or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in
contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the
time of determination, and (vi) in the case of DBRS, such special servicer is acting as special servicer in a commercial mortgage
loan securitization that was rated by DBRS within the twelve (12) month period prior to the date of determination and DBRS has
not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial
mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities
as a material reason for such downgrade or withdrawal.


 


“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.


 


“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 Note A-1 or Note A-2 is held.


 


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


 


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


 






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


 


“Servicer Termination
Event” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at any time that
the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous concept
under the servicing agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Trustee”
shall mean the 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 in each case to this Agreement, the Mortgage Loan shall be serviced from and after
the Securitization Date pursuant to the Lead Securitization Servicing Agreement; provided that the Master Servicer shall
not be obligated to advance monthly payments of principal or interest in respect of any Note other than the Lead Securitization
Note if such principal or interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real
estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement
of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement including any provisions
governing the


 






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determination of non-recoverability. Each Note Holder acknowledges that the other Note Holder may elect, in its sole
discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with
such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. Subject to the terms and conditions
of this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer,
Senior Trust Advisor, Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement by the Depositor
and the appointment of the initial Special Servicer by the Controlling Note Holder as may be replaced pursuant to the terms of
the Lead Securitization Servicing Agreement and agrees to reasonably cooperate with the Master Servicer and the Special Servicer
with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder
hereby irrevocably appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s
attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan
on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Note Holder set forth
herein and in the Lead Securitization Servicing Agreement). In no event shall the Lead Securitization Servicing Agreement require
the Servicer to enforce the rights of any Note Holder against the other Note Holder or limit the Servicer in enforcing the rights
of one Note Holder against the other Note Holder; however, this statement shall not be construed to otherwise limit the rights
of one Note Holder with respect to the other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing
Agreement to service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, the
Lead Securitization Servicing Agreement and applicable law, each Servicer shall provide information to each Non-Lead Servicer under
the Non-Lead Securitization Servicing Agreement to enable each such Non-Lead Servicer to perform its servicing duties under the
Non-Lead Securitization Servicing Agreement and each Servicer shall not take any action or refrain from taking any action or follow
any direction inconsistent with the foregoing.


 


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 and all
references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement;
provided, however, that if the Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation
shall have been obtained from each Rating Agency; provided, further, however, that until a replacement servicing
agreement has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant to the
provisions of the Lead Securitization Servicing Agreement as if such agreement was still in full force and effect with respect
to the Mortgage Loan, by the Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Note Holder
that is a qualified servicer meeting the requirements of the Lead Securitization Servicing Agreement.


 


(b)       The Master
Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent provided in
the Lead Securitization Servicing Agreement) (i) shall be required to (and the Special Servicer may, under certain


 






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circumstances
as provided in the Servicing Agreement) make Servicing 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
Note, 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, will be entitled to reimbursement for a Servicing Advance, first from funds
on deposit in the Certificate Account or Companion Distribution Account for the Mortgage Loan that (in any case) represent amounts
received on or in respect of the Mortgage Loan, and then, in the case of Nonrecoverable Servicing Advances, if such funds
on deposit in the Certificate Account or Companion Distribution Account are insufficient, from general collections of the Lead
Securitization as provided in the Lead Securitization Servicing Agreement and from general collections of the Non-Lead Securitization
as provided below. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to reimbursement
for Advance Interest Amounts on a Servicing Advance or a Nonrecoverable Servicing Advance, in the manner and from the sources provided
in the Lead Securitization Servicing Agreement, including from general collections of the Lead Securitization and, in the case
of Servicing Advances or Advance Interest Amount on a Servicing Advance, from general collections of the Non-Lead Securitization
as provided below. To the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from general
collections of the Lead Securitization as a reimbursement for a Nonrecoverable Servicing Advance or any Advance Interest Amounts
on a Servicing Advance or a Nonrecoverable Servicing Advance, the Non-Lead Securitization Note Holder (including from general collections
or any other amounts from any Non-Lead Securitization Trust) shall be required to, promptly following notice from the Master Servicer,
reimburse the Lead Securitization for its pro rata share of such Nonrecoverable Servicing Advance or Advance Interest Amounts.


 


In addition, the Non-Lead
Securitization Note Holder (including, but not limited to, any Non-Lead Securitization Trust) shall be required to, promptly following
notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization for the Non-Lead Securitization
Note Holder’s pro rata share of any fees, costs or expenses incurred in connection with the servicing and administration
of the Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Senior
Trust Advisor or the Depositor, as applicable, is entitled to be reimbursed pursuant to the Lead Securitization Servicing Agreement
and any costs, fees and expenses related to obtaining any Rating Agency Confirmation, to the extent amounts on deposit in the Certificate
Account or Companion Distribution Account that are allocated to the Non-Lead Securitization Note are insufficient for reimbursement
of such amounts and to the extent that funds from general collections in the Lead Securitization are applied towards the Lead Securitization
Note Holder’s pro rata share of the insufficiency. The Non-Lead Securitization 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 other
mortgage loans in the Lead Securitization Trust pursuant to the terms of Lead Securitization Servicing Agreement) each of the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Senior Trust 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 other mortgage loans) and (ii) the Lead Securitization Trust (such
parties in clause (i) and the Lead Securitization Trust, collectively, the “Indemnified Parties”) against any
claims, losses,


 






    	17



    	 



    

 


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 Senior Trust 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, and to the extent amounts on deposit in the Certificate Account or Companion Distribution Account
that are allocated to the Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the Non-Lead Securitization
Note Holder shall be required to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse
each of the applicable Indemnified Parties for its pro rata share of the insufficiency, (including, if the Non-Lead Securitization
Note has been included in a Non-Lead Securitization, from general collections or any other amounts from such Non-Lead Securitization
Trust).


 


The master servicer under
the non-lead Securitization (the “Non-Lead Master Servicer”) may be required to make P&I Advances on the
Non-Lead Securitization Note, from time to time, subject to the terms of the servicing agreement for the related Securitization
(the “Non-Lead Securitization Servicing Agreement”), the Lead Securitization Servicing Agreement and this Agreement.
The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determination
with respect to a P&I Advance to be made on the Lead Securitization Note based on the information that they have on hand and
in accordance with the Lead Securitization Servicing Agreement. The Non-Lead Master Servicer and the special servicer and the trustee
under the Non-Lead Securitization Servicing Agreement (respectively, the “Non-Lead Special Servicer” and the
“Non-Lead Trustee”), as applicable, shall be entitled to make their own recoverability determination with respect
to a P&I Advance to be made on the Non-Lead Securitization Note based on the information that they have on hand and in accordance
with the Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and the Non-Lead Master
Servicer or the 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 the Non-Lead Master Servicer, Non-Lead Special Servicer or the Non-Lead Trustee, as applicable (with respect
to the 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 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 Non-Lead Master
Servicer or the Non-Lead Trustee (as provided in the Non-Lead Securitization Servicing Agreement, in the case of the a determination
of non-recoverability by the Non-Lead Master Servicer, the Non-Lead Special Servicer or the Non-Lead Trustee) shall notify the
Master Servicer and the Trustee, or the Non-Lead Master Servicer and the Non-Lead Trustee, as the case may be, of the other Securitization
within two business days of making such determination. Each of the Master Servicer, the Trustee, the Non-Lead Master Servicer and
the Non-Lead Trustee, as applicable, will only be entitled to reimbursement for a P&I Advance and advance interest thereon
that becomes non-recoverable first from the Certificate Account or Companion Distribution Account


 






    	18



    	 



    

 





from amounts allocable
to the Note for which such P&I Advance was made, and then, if funds are insufficient, (i) in the case of the Lead Securitization
Note, from general collections of the Lead Securitization Trust, pursuant to the terms of the Lead Securitization Servicing Agreement
and (ii) in the case of the Non-Lead Securitization Note, from general collections of the related Securitization Trust, as and
to the extent provided in the Non-Lead Securitization Servicing Agreement.


 


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


 


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


 


  (ii)        each
of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of Lead
Securitization Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any additional trust fund
expenses with respect to the Mortgage Loan) by the Non-Lead Securitization Trust, against any of the Indemnified


 






    	19



    	 



    

 


Items to the extent
of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Certificate Account or Companion
Distribution Account that are allocated to the Non-Lead Securitization Note are insufficient for reimbursement of such amounts,
the Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties for the Non-Lead Securitization
Note’s pro rata share of the insufficiency out of general funds in the collection account (or equivalent account)
established under the Non-Lead Securitization Servicing Agreement;


 


  (iii)       the
Non-Lead Master Servicer will be required to deliver to the Trustee, the Certificate Administrator, the Special Servicer, the Master
Servicer and the Senior Trust Advisor (i) promptly following Securitization of the Non-Lead Securitization Note, notice of the
deposit of the Non-Lead Securitization Note into a Securitization Trust (which notice shall also provide contact information for
the trustee, the certificate administrator, the Non-Lead Master Servicer, the special servicer and the party designated to exercise
the rights of the “Non-Controlling Note Holder” under this Agreement, including the Controlling Class Representative
under the Non-Lead Securitization Servicing Agreement), accompanied by a certified copy of the executed Non-Lead Securitization
Servicing Agreement and (ii) notice of any subsequent change in the identity of the Non-Lead Master Servicer or the party designated
to exercise the rights of the “Non-Controlling Note Holder” under this Agreement (together with the relevant contact
information);


 


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


 


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


 


   (vi)      in
the event of a proposed replacement of the Special Servicer, the Non-Lead Trustee shall use commercially reasonable efforts to
prepare and file on behalf of the Non-Lead Securitization Trust a Form 8-K relating to such replacement that complies with the
Exchange Act on the same day that a Form 8-K relating to such replacement is filed on behalf of the Lead Securitization; provided
that the Non-Lead Depositor and a responsible officer of the Non-Lead Trustee has received notice of such proposed replacement
(including any disclosure or other information required to be included in such Form 8-K as well as the requirement and timing for
filing such Form 8-K) at least 5 Business Days prior to such filing date. The Note A-1 Holder (including, as the context requires,
the Depositor, Master Servicer, Special Servicer, Trustee or controlling class representative (or analogous term) relating to the
related Lead Securitization Trust, on behalf of such Note A-1 Holder) shall be a third party beneficiary of the foregoing provision.


 


(d)             The Lead Securitization
Servicing Agreement shall provide that:


 






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   (i)        compensating
interest payments as defined therein with respect to Note A-1 and Note A-2 will be allocated by the Master Servicer between Note
A-1 and Note A-2, pro rata, in accordance with their respective principal amounts. The Master Servicer shall remit any compensating
interest payment in respect of the Non-Lead Securitization Note to the Non-Lead Securitization Note Holder;


 


   (ii)
      the Master Servicer shall remit all payments received with respect to the Non-Lead Securitization Note, net of the servicing fees
payable to the Master Servicer and Special Servicer with respect to such Non-Lead Securitization Note, and any other applicable
fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the Non-Lead Securitization Note
Holder on or prior to the earlier of (A) the Master Servicer Remittance Date or (B) the business day following the “determination
date” (or analogous term) under the Non-Lead Securitization Servicing Agreement related to the Securitization of the Non-Lead
Securitization Note; and


 


   (iii)      with
respect to the Non-Lead Securitization Note if it is held by a Securitization, the Master Servicer agrees to deliver or cause to
be delivered to the Non-Lead Master Servicer all reports required to be delivered by the Master Servicer to the Trustee or Certificate
Administrator under the Lead Securitization Servicing Agreement (which shall include all loan-level reports constituting the CREFC®
Investor Reporting Package (IRP)) pursuant to the terms of the Lead Securitization Servicing Agreement to the extent related to
the Mortgage Loan, the Mortgaged Property, the Non-Lead Securitization Note, the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee on or prior to the earlier of (A) the Master Servicer Remittance Date or (B) the business day following
the “determination date” (or analogous term) under the Non-Lead Securitization Servicing Agreement related to the Securitization
of the Non-Lead Securitization Note.


 


(e)             The Note A-2
Holder shall give each of the parties to the Lead Securitization Servicing Agreement (that will not also be a party to the Non-Lead
Securitization Servicing Agreement) notice of the A-2 Securitization in writing (which may be by e-mail) not less than five (5)
Business Days’ prior to the Note A-2 Securitization Date. Such notice shall contain contact information for each of the parties
to the Non-Lead Securitization Servicing Agreement. In addition, after the Note A-2 Securitization Date, the Note A-2 Holder shall
send a copy of the Non-Lead Securitization Servicing Agreement to each of the parties to the Lead Securitization Servicing Agreement.


 


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


 


Section 3.           Priority of Payments.
Each Note shall be of equal priority, and no portion of either Note shall have priority or preference over any portion of the other
Note or security therefor. 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


 






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Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other
collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other than proceeds, awards
or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in
accordance with the terms of the Mortgage Loan Documents), but excluding (x) all amounts for required reserves or escrows
required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held
as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing
Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement
and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and
interest thereon) made with respect to Note A-1 or Note A-2 which may only be reimbursed out of payments and collections allocable
to Note A-1 or Note A-2, as applicable, (ii) any Servicing Fees due to the Master Servicer in excess of the Non-Lead Securitization
Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable to the
Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee as successor to the
Servicer), with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation,
any additional trust fund expenses relating to the Mortgage Loan and any Special Servicing Fees, Liquidation Fees, Workout Fees,
Penalty Charges (to the extent provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification
fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement),
shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis.


 


For clarification purposes,
Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall first, be used to reduce,
on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or
the Special Servicer for any interest accrued on any Servicing Advances in accordance with the terms of the Lead Securitization
Servicing Agreement, second, be used to reduce the respective amounts payable on each Note by the amount necessary
to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance
made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or the Non-Lead
Securitization Servicing Agreement, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable
on each Note by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees
and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement)
and finally, (i) in the case of the remaining amount of Penalty Charges allocable to the Lead Securitization Note, be paid
to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization
Servicing Agreement and (ii)  in the case of the remaining amount of Penalty Charges allocable to the Non-Lead Securitization
Note, be paid, (x) prior to the securitization of such Note, to the Non-Lead Securitization Note Holder and (y) following the securitization
of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization
Servicing Agreement.


 






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Section 4.          Workout.
Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization
Servicing Agreement, and the obligation to act in accordance with the Servicing Standard, if the Lead Securitization Note
Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof
such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Rate is reduced, (iii) payments of
interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment
terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be
structured to preserve, the equal priorities of each Note as described in Section 3.


 


Section 5.           Administration
of the Mortgage Loan.


 


(a)        Subject
to this Agreement (including but not limited to Section 5(c)) 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 the Non-Lead
Securitization Note Holder shall have no 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, the Non-Lead Securitization Note
Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder)
the rights, if any, that such Note Holder has to, (i) call or cause the Lead Securitization Note Holder to call an Event of
Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower,
including, without limitation, filing or causing the Lead Securitization Note Holder to file any bankruptcy petition against the
Mortgage 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 the Non-Lead Securitization Note Holder
in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder
from the obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing Standard (in
the case of the Master Servicer or the Special Servicer) or any liability for failure to do so).


 


Upon the Mortgage Loan
becoming a Defaulted Mortgage Loan, Note A-2 Holder hereby acknowledges the right and obligation of the Note A-1 Holder (or the
Special Servicer acting on behalf of the Note A-1 Holder) to sell Note A-2 together with Note A-1 as notes evidencing one whole
loan in accordance with the terms of the Lead Securitization Servicing Agreement. Notwithstanding the foregoing, the Lead Securitization
Note Holder (or the Special


 






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Servicer acting on behalf of the Lead Securitization Note Holder) shall not be permitted to sell the
Mortgage Loan if it becomes a Defaulted Mortgage Loan without the written consent of the Non-Controlling Note Holder ( provided
that such consent is not required if the Non-Controlling Note Holder is the Mortgage Loan Borrower or an affiliate of the Mortgage
Loan Borrower) unless the Special Servicer has delivered to the Non-Controlling Note Holder: (a) at least 15 Business Days’
prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10 days prior to the proposed sale date,
a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection
with any such proposed sale, (c) at least 10 days prior to the proposed sale date, a copy of the most recent Appraisal for the
Mortgage Loan, and any documents in the Servicing File reasonably requested by the Non-Controlling Note Holder that are material
to the price of the Mortgage Loan and (d) until the sale is completed, and a reasonable period of time (but no less time than is
afforded to the other offerors and the Lead Securitization Subordinate Class Representative) 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
in connection with the proposed sale; provided, that such Non-Controlling Note Holder may waive any of the delivery or timing requirements
set forth in this sentence. Subject to the terms of the Lead Securitization Servicing Agreement, each of the Controlling Note Holder,
the Controlling Note Holder Representative, the Non-Controlling Note Holder and the Non-Controlling Note Holder Representative
shall be permitted to bid at any sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or an agent or Affiliate
of the Mortgage Loan Borrower.


 


The 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 Note. The Non-Lead Securitization Note Holder further agrees that, upon
the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder shall execute and deliver to or at
the direction of the Lead Securitization Note Holder such powers of attorney or other instruments as the Lead Securitization Note
Holder may reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following
request, and shall deliver the 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 Note, and the obligations of the Non-Lead Securitization Note
Holder 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
Note is repurchased by the Initial Note A-1 Holder from the trust fund established under the Lead Securitization Servicing Agreement
in connection with a material breach of representation or warranty made by the Initial Note A-1 Holder with respect to the Lead
Securitization Note or material document defect with respect to the documents delivered by the Initial Note A-1 Holder with respect
to the Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence shall not be construed
to grant to the Non-Lead Securitization Note Holder the benefit of any representation or warranty made by the Initial Note A-1
Holder or any document delivery obligation imposed on the Initial Note A-1 Holder under any mortgage loan purchase and sale agreement,
instrument


 






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of transfer or other document or instrument that may be executed or delivered by the Initial Note A-1 Holder in connection
with the Lead Securitization.


 


(b)        The administration
of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement. The servicing of the
Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan (or to
the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case pursuant to
the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance with the
Lead Securitization Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer and the Special Servicer
to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests of both
Note Holders as a collective whole. The Note Holders agree to be bound by the terms of the Lead Securitization Servicing Agreement.
All rights and obligations of the Lead Securitization Note Holder described hereunder may be exercised by the Master Servicer,
the Special Servicer, the Certificate Administrator and/or the Trustee on behalf of the Lead Securitization Note Holder. The Lead
Securitization Servicing Agreement shall not be amended in any manner that may adversely affect any Non-Lead Securitization Note
Holder in its capacity as Non-Lead Securitization Note Holder. Each Non-Lead Securitization Note Holder (unless it is the same
Person as or an Affiliate of the Mortgage Loan Borrower) shall be a third-party beneficiary to the Lead Securitization Servicing
Agreement with respect to their rights as specifically provided for therein.


 


(c)       The Controlling
Note Holder (or its Controlling Note Holder Representative) shall have, with respect to the Mortgage Loan, all of the same rights
and powers of the Controlling Class Representative under the Lead Securitization Servicing Agreement with respect to the other
mortgage loans included in the Lead Securitization, without limitation, the right to consent and/or consult regarding Major Decisions
and other servicing matters, the right to advise (1) the Special Servicer with respect to all Specially Serviced Loans and (2)
the Special Servicer with respect to non Specially Serviced Loans as to all matters for which the Master Servicer must obtain the
consent or deemed consent of the Special Servicer, and the right to direct the Special Servicer to take, or to refrain from taking,
such other actions with respect to the Mortgage Loan as the Controlling Class Representative may deem advisable or as to which
provision is otherwise made therein, in each case subject to the terms and conditions of the Lead Securitization Servicing Agreement.


 


(d)        Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be required (i) to provide copies of any notice, information and report that it is required to provide to the Lead Securitization
Subordinate Class Representative pursuant to the Lead Securitization Servicing Agreement with respect to any Major Decisions or
the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, to the Non-Controlling
Note Holder (or the master servicer of Non-Controlling Note Securitization on its behalf), within the same time frame it is required
to provide to the Lead Securitization Subordinate Class Representative (for this purpose, without regard to whether such items
are actually required to be provided to the Lead Securitization Subordinate Class Representative under the Lead Securitization
Servicing Agreement due to the occurrence of a Control


 






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Termination Event or a Consultation Termination Event) and (ii) to consult
with the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) on a strictly non-binding basis, to the
extent having received such notices, information and reports, the Non-Controlling Note Holder (or its Non-Controlling Note Holder
Representative) requests consultation with respect to any such Major Decisions or the implementation of any recommended actions
outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative); provided that after the expiration of a period of ten (10)
Business Days from the delivery to the Non-Controlling Note Holder (or the master servicer of Non-Controlling Note Securitization
on its behalf) 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 Lead Securitization Subordinate Class Representative, the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall no longer be obligated to consult with
the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative), whether or not the Non-Controlling Note Holder
(or its Non-Controlling Note Holder Representative) has responded within such ten (10) Business Day period (unless, the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) proposes a new course of action that is materially
different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from
the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of the Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization
Note Holder (or Servicer or Special Servicer, acting on its behalf) may make any Major Decision or take any action set forth in
the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Lead Securitization Note
Holder (or Master Servicer or Special Servicer, as applicable) 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 the Non-Controlling Note
Holder (or its Non-Controlling Note Holder Representative).


 


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


 


(e)        If any
Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning of
Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage
Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage”
within


 






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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
the pro rata share 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, in the event that one of the Notes is included in
a REMIC and the other is not, 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
Holder be reduced to offset or make-up any such payment or deficit.


 


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


 


(a)        The Controlling
Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations
with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling Note Holder
shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling Note Holder
Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising its various rights
under Section 5 and elsewhere in this Agreement, the Controlling Note Holder may, at its option, in each case, act through
the Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person (other than 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, Senior
Trust Advisor, Trustee or Certificate Administrator acting on behalf of the Lead Securitization Note Holder shall be


 






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required to
recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified each Servicer,
Senior Trust 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, Senior
Trust Advisor, Trustee and Certificate Administrator with written confirmation of its acceptance of such appointment, 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, Senior Trust Advisor, Trustee and Certificate Administrator.
So long as no Consultation Termination Event is in effect pursuant to the terms of the Lead Securitization Servicing Agreement,
the Controlling Note Holder Representative shall be the Lead Securitization Subordinate Class Representative.


 


(b)        Neither
the Controlling Note Holder Representative nor the Controlling Note Holder will have any liability to the other Note Holders or
any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure
to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment, absent any
loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The Note Holders agree
that the Controlling Note Holder Representative and the Controlling Note Holder (whether acting in place of the Controlling Note
Holder Representative when no Controlling Note Holder Representative shall have been appointed hereunder or otherwise exercising
any right, power or privilege granted to 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 Non-Controlling
Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations
with respect to the Mortgage Loan (the “Non-Controlling Note Holder Representative”). All of the provisions
relating to Controlling Note Holder and the Controlling Note Holder Representative set forth in Section 6(a) (except those contained
in the last sentence thereof) and Section 6(b) shall apply to the Non-Controlling Note Holder and the Non-Controlling Note Holder
Representative mutatis mutandis. The Non-Controlling Note Holder Representative, as of the date of this Agreement and until
the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) is notified otherwise, shall be the Initial
Note A-2 Holder.


 






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(d)          The Controlling
Note Holder shall be entitled to exercise the rights and powers granted to the Lead Securitization Note hereunder and the rights
and powers granted to the “Controlling Class Representative” or similar party under, and as defined in, the
Lead Securitization Servicing Agreement with respect to the Mortgage Loan. In addition, subject to the terms of the Lead Securitization
Servicing Agreement, the Controlling Note Holder shall be entitled to advise (1) the Special Servicer with respect to all matters
related to a “Specially Serviced Mortgage Loan” (as defined in the Lead Securitization Servicing Agreement)
and (2) the Special Servicer with respect to all matters for which the Master 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 written consent of the Special Servicer and (ii) 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 (or 30 days with
respect to an Acceptable Insurance Default if so provided for in the Lead Securitization Servicing Agreement) after receipt of
the written recommendation and 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 (or 30 days with respect to an Acceptable Insurance Default if so provided in the Lead Securitization Servicing Agreement)
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 Day (or 30 days with respect to an
Acceptable Insurance Default if so provided in the Lead Securitization Servicing Agreement) period, 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 Master 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 is necessary to protect the interests of the Note Holders (as a collective
whole) 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


 



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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 Holder, 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.


 


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 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 Master Servicer, the then existing Special Servicer and other parties
to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the other conditions to
such replacement as set forth in the Lead Securitization Servicing Agreement (including, without limitation, a Rating Agency Confirmation,
if required by the terms of the Lead Securitization Servicing Agreement), if any. The Controlling Note Holder shall be solely
responsible for any expenses incurred in connection with any such replacement without cause. The Controlling Note Holder shall
notify the other parties hereto of its termination of the then currently serving Special Servicer and its appointment of a replacement
Special Servicer in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special Servicer with respect
to the Mortgage Loan as of the consummation of the securitization under the Lead Securitization Servicing Agreement, then the
initial Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the initial Special Servicer
but this shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder Representative) to designate
a replacement Special Servicer for the Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of the Special
Servicer has occurred that affects the Non-Controlling Note Holder, the Non-Controlling Note Holder shall have the right to direct
the Trustee (or at any time that the Mortgage Loan is no longer included in a 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


 






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serviced) solely
with respect to the Mortgage Loan pursuant to and in accordance with the terms of the Lead Securitization Servicing Agreement
(or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement,
the successor servicing agreement pursuant to which the Mortgage Loan is being serviced). The Controlling Note Holder and the
Non-Controlling Note Holder 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 the Non-Controlling Note Holder’s direction cannot at
any time be the person (or an Affiliate thereof) that was so terminated without the prior written consent of the Non-Controlling
Note Holder. The Non-Controlling Note Holder shall be solely responsible for reimbursing the Trustee’s or the Controlling
Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable time by the terminated special servicer
and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in the Certificate
Account or Companion Distribution Account.


 


Section 8.        Payment
Procedure.


 


(a)          The Lead
Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization
Servicing Agreement, will deposit or cause to be deposited all payments allocable to the Notes to the Certificate Account or Companion
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 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.


 


(b)          If the
Lead Securitization Note Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any
time that any amount received or collected in respect of 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, the 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 the Non-Lead Securitization Note
Holders and the Non-Lead Securitization Note Holders will promptly on demand by the Lead Securitization Note Holder repay to the
Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed
to the 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 any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with
respect thereto.


 


(c)          If, for
any reason, the Lead Securitization Note Holder (or the Servicer on its behalf) makes any payment to the Non-Lead Securitization
Note Holder before the Lead Securitization Note Holder (or the Servicer on its behalf) has received the corresponding payment (it
being understood that the Lead Securitization Note Holder (or the Servicer on its behalf) is under no obligation to do so), and
the Lead Securitization Note Holder (or the Servicer on its behalf) does not receive the corresponding payment within five (5)
Business


 






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Days of its payment to the Non-Lead Securitization Note Holder, the 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 shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess
of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement
and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts
due hereunder from the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to
the 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.    Each Note Holder shall have no liability to the other Note Holder with respect to its Note
except with respect to losses actually suffered due to the gross 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 the Non-Lead Securitization Note Holder and that the Lead
Securitization Note Holder (including any Servicer and the Trustee) shall have no liability whatsoever to the Non-Lead Securitization
Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization
Note Holder to exercise such rights other than as described above; provided, however, that the Servicer must act
in accordance with the Servicing Standard.


 


Section 10.     Bankruptcy.    Subject
to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute,
file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or
otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower
or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to
the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs
of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead
Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation,
notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code
or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and
grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the
purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder in
connection with any case


 






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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, the Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder
all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for
the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with
any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.


 


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


 


Section 12.      No
Creation of a Partnership or Exclusive Purchase Right.   Nothing contained in this Agreement, and no action taken pursuant hereto
shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association, joint venture
or other entity. Neither Note Holder shall have any obligation whatsoever to offer to the other Note Holder the opportunity to
purchase a participation interest in any future loans originated by such Note Holder or its Affiliates and if either Note Holder
chooses to offer to the 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. Neither Note Holder shall have any obligation whatsoever to purchase from the 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 Holder or its Affiliates may make
loans or otherwise extend


 






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


 


Section 14.      Sale
of the Notes.


 


(a)          Each Note
Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise
dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement, excluding
a repo financing or a Pledge in accordance with Section 14(d) hereof) of a Note (a “Transfer”) except to a Qualified
Institutional Lender. Promptly after the Transfer, the non-transferring Note Holder shall be provided with (x) a representation
from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in
the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto
to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption
agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity
that is not a Qualified Institutional Lender, it must first obtain (1) prior to a Securitization, the consent of the non-transferring
Note Holder or (2) after a Securitization of such non-transferring Note Holder’s Note, Rating Agency Confirmation. Notwithstanding
the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if
such non-transferring Note Holder’s Note is held in a Securitization Trust, without Rating Agency Confirmation, no Note Holder
shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage
Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.
The 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 the other Note Holder, the Rating Agencies or any other Person, to Transfer 49% or less (in the aggregate)
of its Note or any beneficial interest in its Note. None of the provisions of this Section 14(a) shall apply in the case of (1)
a sale of Note A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement
or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement,
of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability
or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member
limited liability companies or limited partnerships, by the Lead Securitization Trust.


 


For the purposes of this
Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation
hereunder from


 






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


 


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


 


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


 






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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 Holder and any Servicer from
any liability to the pledging Note Holder on account of such other Note Holder’s or Servicer’s compliance with any
Redirection Notice believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee. 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
which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in
lieu of foreclosure), and its successor and assigns, as the successor to the pledging Note Holder’s rights, remedies and
obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations
of the pledging Note Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such
Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section
14(c) shall remain effective as to any Note Holder (and any Servicer) unless and until such Note Pledgee shall have notified any
such Note Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


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


 


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


 


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


 


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


 


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


 






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


 


Section 15.     Registration
of the Notes and Each Note Holder.    The Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”)
for the registration and transfer of the Notes. The Agent shall serve as the initial note registrar and the Agent hereby accepts
such appointment. The names and addresses of the holders of the Notes and the names and addresses of any transferee of any Note
of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in this Section
15, shall be registered in the Note Register. The Person in whose name a Note Holder is so registered shall be deemed and treated
as the sole owner and holder thereof for all purposes of this Agreement, except in the case of the Initial Note A-1 Holder and
the Initial Note A-2 Holder who may hold their Notes through a nominee. Upon request of a Note Holder (including a Servicer on
its behalf), the Agent shall provide such party with the names and addresses of the other Note Holder. To the extent the Trustee
or another party is appointed as Agent hereunder, each Note Holder hereby designates such person as its agent under this Section
15 solely for purposes of maintaining the Note Register.


 


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


 






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Section 16.      Governing
Law; Waiver of Jury Trial.    THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT,
THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND OBLIGATIONS OF
THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL 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 the Note A-1 Holder and
the Note A-2 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 written confirmation from each Rating Agency that such amendment or modification
will not result in a qualification, withdrawal or downgrade of its then current ratings of the securities issued in connection
with


 






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the related Securitization;
provided that no such Rating Agency confirmation shall be required in connection with a modification or amendment (i) to cure any
ambiguity, (ii) to correct or supplement any provisions herein that may be defective or inconsistent with any other provisions
of this Agreement, the Lead Securitization Servicing Agreement or the final disclosure documents relating to the Lead Securitization,
or (iii) entered into pursuant to Section 31 of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


Section 24.      Withholding
Taxes.    (a) If the Lead Securitization Note Holder or the Mortgage Loan Borrower shall be required by law to deduct
and withhold Taxes from interest, fees or other amounts payable to the Non-Lead Securitization Note Holder with respect to the
Mortgage Loan as a result of the 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 the Non-Lead Securitization Note Holder’s
interest in such payment (all withheld amounts being deemed paid to such Note Holder), provided that the Lead Securitization
Note Holder shall furnish the Non-Lead Securitization Note Holder with a


 






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statement setting forth the amount of Taxes withheld, the applicable rate and other information
which may reasonably be requested for purposes of assisting such Note Holder to seek any allowable credits or deductions for the
Taxes so withheld in each jurisdiction in which such Note Holder is subject to tax.


 


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


 


(c)          The 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, the
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 the 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
the Non-Lead Securitization Note Holder is not created or organized under the laws of the United States, any state thereof or the
District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower is treated for United States
income tax purposes as derived in whole or part from sources within the United States, such Note Holder shall satisfy the requirements
of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY
(with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by such
Note Holder, as evidence of such Note Holder’s exemption from the withholding of United States tax with respect thereto.
The Lead Securitization Note Holder shall not be obligated to make any


 






    	40



    	 



    

 


payment hereunder with respect to the Non-Lead Securitization
Note or otherwise until the 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 the 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,
the Non-Lead Securitization Note Holder shall use reasonable efforts, at 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, the Non-Lead Securitization Note Holder shall
not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable)
in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments
due to or priority of such payments to, the Non-Lead Securitization Note Holder or (ii) materially increase the Non-Lead Securitization
Note Holders’ obligations or materially decrease the Non-Lead Securitization Note Holders’ rights, remedies or protections.
In connection with the Lead Securitization, Non-Lead Securitization Note Holder agrees to provide for inclusion in any disclosure
document relating to the Lead Securitization such information concerning the Non-Lead Securitization Note Holder and the Non-Lead
Securitization Note as the Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and the Non-Lead
Securitization Note Holder covenants and agrees that it shall, at the Lead Securitization Note Holder’s expense, cooperate
with the reasonable requests of each Rating Agency and Lead Securitization Note Holder in connection with the Lead Securitization
(including, without limitation, reasonably cooperating with the Lead Securitization Noteholder (without any obligation to make
additional representations and warranties) to enable the Lead Securitization Noteholder to make all necessary certifications and
deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and the Lead
Securitization), as well as in connection with all other matters and the preparation of any offering documents thereof and to review
and respond reasonably promptly with respect to any information relating to the Non-Lead Securitization


 






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Note Holder and the Non-Lead
Securitization Note in any Securitization document. The 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, the
Non-Lead Securitization Note Holder. The Lead Securitization Note Holder will reasonably cooperate with the Non-Lead Securitization
Note Holder by providing all information reasonably requested that is in the Lead Securitization Note Holder’s possession
in connection with the Non-Lead Securitization Note Holders’ preparation of disclosure materials in connection with a Securitization.


 


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


 


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


 


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


 


Section 29.      Certain
Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 






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(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. In the event
that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall be terminated,
other than any rights or obligations that accrued prior to the date of such termination.


 


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


 


Section
31.      Resizing. Notwithstanding any other provision of this Agreement, for so
long as Starwood or an affiliate thereof (a “Starwood Entity”) is the owner of the Non-Lead Securitization
Note (the “Owned Note”), such Starwood Entity shall have the right, subject to the terms of the Mortgage
Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in either
case, “New Notes”) reallocating the principal of the Owned Note to such New Notes; or severing the Owned
Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding
principal balance of the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following
such amendments is no greater than the aggregate principal of the Owned Note prior to such amendments, (ii) all Notes
continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes
pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically
subject to the terms of this Agreement, (iv) the Starwood Entity holding the New Notes shall notify the Lead Securitization
Note Holder, the Master Servicer, the Special Servicer, the Certificate


 






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Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v)
the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder
so requests, the Starwood Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of
the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for
modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended
without the consent of its holder and the consent of the holder of the other Note. In connection with the foregoing (provided the
conditions set forth in (i) through (v) above are satisfied, with respect to (i) through (iv), as certified by the Starwood Entity,
on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments
to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose
of reflecting such reallocation of principal. If more than one New Note is created hereunder, for purposes of exercising the rights
of the Non-Controlling Note Holder hereunder, the “Non-Controlling Note Holder” of such New Notes shall be as provided
in the definition of such term in this Agreement.


 


Section 32.     Statement
of Intent. The Agent and each Noteholder intend that the Notes be classified and maintained as a grantor trust under subpart
E, part I of subchapter J of chapter 1 of the Code that is a fixed investment trust within the meaning of Treasury Regulation
§301.7701-4(c), and the parties will not take any action inconsistent with such classification. It is neither the purpose
nor the intent of this Agreement to create a partnership, joint venture, “taxable mortgage pool” or association taxable
as a corporation among the parties.


 


[SIGNATURE PAGE FOLLOWS]


 



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








	 	 	 	 
	 	STARWOOD MORTGAGE FUNDING II LLC, a Delaware limited liability company, as Initial Note A-1 Holder
	 	 	 	 
	 	By:	 /s/ Jerry Hirschkorn
	 	 	Name:	Jerry Hirschkorn
	 	 	Title:	Vice President
	 	 	 	 
	 	STARWOOD MORTGAGE FUNDING I LLC, a Delaware limited liability company, as Initial Note A-2 Holder
	 	 	 	 
	 	By:	/s/ Jerry Hirschkorn
	 	 	Name: 	Jerry Hirschkorn
	 	 	Title: 	Vice President










 



    	 



    	 



    




 


EXHIBIT A


 


MORTGAGE LOAN SCHEDULE 


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	AUSTIN BV LCP OPERATING GROUP, LLC, BV LCP AUSTIN INVESTMENT GROUP, LLC, BV LCP DALLAS INVESTMENT GROUP, LLC, BV LCP SAN ANTONIO INVESTMENT GROUP, LLC, DALLAS BV LCP OPERATING GROUP, LLC, and SAN ANTONIO BV LCP OPERATING GROUP, LLC, each a Delaware limited liability company
	Date of Mortgage Loan:	September 14, 2015
	Date of Notes:	September 14, 2015
	Original Principal Amount of Mortgage Loan:	$38,500,000.00
	Principal Amount of Mortgage Loan as of the date hereof:	$38,500,000.00
	Initial Note A-1 Principal Balance:	$25,000,000.00
	Initial Note A-2 Principal Balance:	$13,500,000.00
	Location of Mortgaged Property:	
         

        3612 Tudor Boulevard, Austin, Texas 78759

         

        7615 Jones Maltsberger Road, San Antonio, Texas 78216

         

        1542 North Highway 360, Grand Prairie, Texas 75050

         

	Initial Maturity Date:	October 6, 2020


 






    	A-1



    	 



    




 


EXHIBIT B


 


1.   Initial Note A-1 Holder:


 


(Prior to Securitization of Note A-1):


 


STARWOOD MORTGAGE CAPITAL LLC



Notice Address:

Starwood Mortgage Capital LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Ms. Leslie K. Fairbanks

Facsimile No. (305) 695-5539


 


with a copy to:



Wells Fargo Commercial Mortgage Services

Duke Energy Center

550 South Tryon St., 12th Floor

MAC D1086-120

Charlotte, North Carolina 28202

Attention: Asset Manager – Starwood Mortgage Capital

Facsimile No.: (704) 715-0036


 






    	B-1



    	 



    










 


(Following Securitization of Note A-1):


 


(i)     Depositor:


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York 10179

Attention: Kunal K. Singh

E-mail: kunal.k.singh@jpmorgan.com


 


with a copy to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

32nd Floor

New York, New York 10179

Attention: Bianca A. Russo

Managing Director and Associate General Counsel

Telecopy number: (917) 464-6116

E-mail: russo_bianca@jpmorgan.com









 


(ii)    Master Servicer:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: JPMBB 2015-C32 Asset Manager

Telecopy Number: (704) 715-0036


 


with a copy to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Reference: JPMBB 2015-C32


   


with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190



 



    	B-2



    	 



    




 


(iii)   Special Servicer:


 


LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, Esq., Carlos Piñeiro, Esq. and Job Warshaw

Fax Number: (305) 695-5601

Email: tnealon@lnrproperty.com, cpineiro@lnrproperty.com and jwarshaw@lnrproperty.com


 


(iv)  Trustee:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: JPMBB 2015-C28

Telecopy number: (302) 630-4140

Email: CMBSTrustee@wilmingtontrust.com


 


(v)   Certificate Administrator:


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045 1951

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015- C27

Telecopy Number: (410) 715 2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com


 


(vi)  Senior Trust Advisor:


 


Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer

With a copy sent via email to: don.simon@pentalphasurveillance.com and notices@pentalphasurveillance.com


  






    	B-3



    	 



    




 


2.   Initial Note A-2 Holder:


 


STARWOOD MORTGAGE CAPITAL LLC



Notice Address:

Starwood Mortgage Capital LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Ms. Leslie K. Fairbanks

Facsimile No. (305) 695-5539


 


with a copy to:



Wells Fargo Commercial Mortgage Services

Duke Energy Center

550 South Tryon St., 12th Floor

MAC D1086-120

Charlotte, North Carolina 28202

Attention: Asset Manager – Starwood Mortgage Capital

Facsimile No.: (704) 715-0036

 



    	B-4



    	 



    




 


EXHIBIT C



PERMITTED FUND MANAGERS 


 


1.              Apollo Global Real Estate


2.              Archon Capital, L.P.





3.              AREA Property Partners





4.              BlackRock, Inc.





5.              The Blackstone Group International Ltd.





6.              Capital Trust, Inc.





7.              Clarion Partners





8.              Colony Capital, Inc.





9.              DLJ Real Estate Capital Partners





10.            Fortress Investment Group LLC





11.            Garrison Investment Group





12.            Goldman, Sachs & Co.





13.            iStar Financial Inc.





14.            J.E. Roberts Companies





15.            Lend-Lease Real Estate Investments





16.            LoanCore Capital





17.            Lonestar Funds





18.            Praedium Group





19.            Raith Capital Partners, LLC





20.            Rialto Capital Management, LLC





21.            Rockpoint Group





22.            Starwood Capital/Starwood Financial Trust





23.            Torchlight Investors





24.            Walton Street Capital, LLC





25.            Westbrook Partners





26.            WestRiver Capital





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


 






    	C-1