Exhibit 4.12


 


 


EXECUTION VERSION


 


AGREEMENT BETWEEN NOTEHOLDERS


 


Dated as of May 25, 2017


 


by and among






JPMORGAN CHASE BANK, NATIONAL ASSOCIATION


 


(Initial A-1 Notes Holder)


 


and


 


BANK OF AMERICA, N.A.



(Initial A-2 Notes Holder)


 


and


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION



(Initial B-1 Notes Holder)


 


and


 


BANK OF AMERICA, N.A.



(Initial B-2 Notes Holder)


 


Gateway Portfolio


 




    


     


    

 


THIS AGREEMENT BETWEEN
NOTEHOLDERS (“Agreement”), dated as of May 25, 2017 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
a national banking association, having an address of 383 Madison Avenue, New York, New York 10179 (together with its successors
and assigns in interest, in its capacity as initial owner of the A-1 Notes, the “Initial A-1 Notes Holder”,
and in its capacity as the initial agent, the “Initial Agent”), BANK OF AMERICA, N.A., a national banking association,
having an address at One Bryant Park, New York, New York 10026 (together with its successors and assigns in interest, in its capacity
as initial owner of the A-2 Notes, the “Initial A-2 Notes Holder”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
a national banking association, having an address of 383 Madison Avenue, New York, New York 10179 (together with its successors
and assigns in interest, in its capacity as initial owner of the B-1 Notes, the “Initial B-1 Notes Holder”),
and BANK OF AMERICA, N.A., a national banking association, having an address at One Bryant Park, New York, New York 10026 (together
with its successors and assigns in interest, in its capacity as initial owner of the B-2 Notes, the “Initial B-2 Notes
Holder” and, collectively with the Initial A-1 Notes Holder, the Initial A-2 Notes Holder and the Initial B-1 Notes Holder,
the “Initial Noteholders”)).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein) the Initial Noteholders originated a certain loan described on the schedule attached
hereto as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to the entities
described in Exhibit D hereto (the “Mortgage Loan Borrower”), which is evidenced, inter alia, by those
certain promissory notes reflected in the table below, and secured by those certain Mortgages, Assignments of Leases and Rents
and Security Agreements (as amended, modified or supplemented, the “Mortgage”) on one or more parcels of, or
estates in, real property located as described on the Mortgage Loan Schedule (collectively, the “Mortgaged Property”).


 


	Note	Initial Noteholder	Date	Principal Balance
	A-1-1	JPMorgan Chase Bank, National Association	May 19, 2017	 $85,000,000 
	A-1-2	JPMorgan Chase Bank, National Association	May 19, 2017	 $85,000,000 
	A-1-3	JPMorgan Chase Bank, National Association	May 19, 2017	 $50,000,000 
	A-1-4	JPMorgan Chase Bank, National Association	May 19, 2017	 $27,100,000 
	A-2-1	Bank of America, N.A.	May 19, 2017	 $45,000,000 
	A-2-2	Bank of America, N.A.	May 19, 2017	 $45,000,000 



 






    


     


    

 


	A-2-3	Bank of America, N.A.	May 19, 2017	 $15,900,000 
	B-1-1	JPMorgan Chase Bank, National Association	May 19, 2017	 $81,900,000 
	B-1-2	JPMorgan Chase Bank, National Association	May 19, 2017	 $21,000,000 
	B-1-3	JPMorgan Chase Bank, National Association	May 19, 2017	 $5,600,000 
	B-1-4	JPMorgan Chase Bank, National Association	May 19, 2017	 $5,600,000 
	B-1-5	JPMorgan Chase Bank, National Association	May 19, 2017	 $4,900,000 
	B-2-1	Bank of America, N.A.	May 19, 2017	 $35,100,000 
	B-2-2	Bank of America, N.A.	May 19, 2017	 $9,000,000 
	B-2-3	Bank of America, N.A.	May 19, 2017	 $2,400,000 
	B-2-4	Bank of America, N.A.	May 19, 2017	 $2,400,000 
	B-2-5	Bank of America, N.A.	May 19, 2017	 $2,100,000 


 


WHEREAS, the Initial
Noteholders desire to enter into this Agreement to memorialize the terms under which the Initial A-1 Notes Holder, the Initial
A-2 Notes Holder, the Initial B-1 Notes Holder and the Initial B-2 Notes Holder are holding the A-1 Notes, the A-2 Notes, the B-1
Notes and the B-2 Notes, respectively, in the Mortgage Loan.


 


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


 


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


 


“A Note”
shall mean Note A-1-1, Note A-1-2, Note A-1-3, Note A-1-4, Note A-2-1, Note A-2-2 and Note A-2-3.


 


“Additional
Servicing Expenses” shall mean (a) all Servicing Advances, fees and/or expenses incurred by and reimbursable to any Servicer,
Trustee or the fiscal agent


 






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pursuant to the Servicing Agreement, and (b) all interest accrued on Advances made by (x) any Servicer,
Trustee or the fiscal agent in accordance with the terms of the Servicing Agreement or (y) any Non-Lead Servicer, Non-Lead Trustee
or the fiscal agent in accordance with the terms of the applicable Non-Lead Servicing Agreement; provided that the aggregate
special servicing administration fee (which fee is payable solely during the period that the Mortgage Loan is a Specially Serviced
Mortgage Loan) shall not exceed an amount equal to 0.25% per annum of the outstanding principal balance of the Mortgage Loan, the
special servicing liquidation fee (or equivalent) shall not exceed 1.0% of the collections made with respect to the Mortgage Loan
or any sums received from proceeds from the disposition of the Mortgaged Property or the Mortgage Loan, as the case may be, and
the special servicing workout fee (or equivalent) shall not exceed 1.0% of the collections made with respect to the Mortgage Loan
while the Mortgage Loan is a performing or “corrected” loan (or such other analogous term pursuant to the Servicing
Agreement).


 


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


 


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


 


“Affiliate”
shall mean with respect to any specified Person (i) any other Person that Controls, is Controlled by or under common Control
with such specified Person (each a “Common Control Party”), (ii) any other Person owning, directly or indirectly,
twenty-five percent (25%) or more of the beneficial interests in such Person or (iii) any other Person in which such Person
or a Common Control Party owns, directly or indirectly, twenty-five percent (25%) or more of the beneficial interests.


 


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


 


“Agent Office”
shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement is located at
383 Madison Avenue, New York, New York 10179, Attention: Thomas N. Cassino, Esq., 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.


 


“Aggregate Note
B Principal Balance” shall mean the sum of the Note B Principal Balance for each B Note.


 


“Aggregate Principal
Balance” shall mean the sum of the Note A Principal Balance for each A Note and the Note B Principal Balance for each
B Note.


 


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


 






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


 


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


 


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


 


“Asset Representations
Reviewer” shall mean the asset representations reviewer under the Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Certificate
Administrator” shall mean the certificate administrator under the Servicing Agreement.


 


“Closing Date”
shall mean May 25, 2017.


 


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


 


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


 


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


 


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


 






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


 


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


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an
entity, whether through the ability to exercise voting power, by contract or otherwise.


 


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


 


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


 


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


 


“Controlling
Class Representative” shall have the meaning assigned to such term (or the equivalent) in the Servicing Agreement.


 


“Controlling
Noteholder” shall mean as of any date of determination (i) the Note B-1-1 Holder, unless a Control Appraisal Period has
occurred and is continuing or (ii) if a Control Appraisal Period has occurred and is continuing, the Note A-1-1 Holder; provided
that at any time Note A-1-1 is the Controlling Noteholder and is included in the Lead Securitization, references to the “Controlling
Noteholder” herein shall mean the holders of the majority of the class of securities issued in the Lead Securitization designated
as the “controlling class” (or such lesser amount as permitted under the terms of the Servicing Agreement) or such
other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Noteholder” hereunder, as
and to the extent provided in the Servicing Agreement; provided, further, that, if the Note B-1-1 Holder would be
the Controlling Noteholder pursuant to the terms hereof, but any interest in such Note B-1-1 is held by the Mortgage Loan Borrower
or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower or Mortgage Loan Borrower Related Party would otherwise
be entitled to exercise the rights of the Controlling Noteholder, a Control Appraisal Period shall be deemed to have occurred.
If a Control Appraisal Period has occurred and any interest in Note A-1-1 is held by the Mortgage Loan Borrower or a Mortgage Loan
Borrower Related Party, or the Mortgage Loan Borrower or Mortgage Loan Borrower Related Party would otherwise be entitled to exercise
the rights of Note A-1-1 as Controlling Noteholder, the rights of the Controlling Noteholder shall be deemed null and void and
no Mortgage Loan Borrower or


 






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Mortgage Loan Borrower Related Party shall be entitled to exercise such rights. As of the Closing
Date, the Controlling Noteholder will be the Note B-1-1 Holder.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Initial Note
A Principal Balance” shall mean, with respect to each A Note, the amount set forth under the “Principal Balance”
column for the applicable A Note in the chart in the preamble to this Agreement.


 


“Initial Note
B Principal Balance” shall mean, with respect to each B Note, the amount set forth under the “Principal Balance”
column for the applicable B Note in the chart in the preamble to this Agreement.


 


“Initial Note
A-1-1 Holder” shall mean the party reflected under the “Initial Noteholder” column for Note A-1-1 in the
chart in the preamble to this Agreement.


 


“Initial Noteholders”
shall mean, collectively, the Initial A-1 Notes Holder, the Initial A-2 Notes Holder, the Initial B-1 Notes Holder and the Initial
B-2 Notes Holder.


 


“Insolvency
Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or any other
insolvency, liquidation, reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action for the dissolution
of the Mortgage Loan Borrower, any proceeding (judicial or otherwise) concerning the application of the assets of the Mortgage
Loan Borrower for the benefit of its creditors, the appointment of or any proceeding seeking the appointment of a trustee, receiver
or other similar 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 collectively refer to any such entity or entities.


 


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


 


“Interim Servicing
Agreement” shall mean that certain interim servicing agreement to be negotiated in good faith between the parties hereto
after the date hereof.  Until such time as the parties hereto execute an Interim Servicing Agreement, the Noteholders shall
cause the Mortgage Loan to be serviced by JPMorgan Chase Bank, National Association, who shall cause C-III Asset Management, LLC
to subservice the Mortgage Loan in accordance with this Agreement and the customary and usual servicing practices of originators
of commercial mortgage loans intended to be securitized.  The Servicing Fee Rate under the Interim Servicing Agreement will
be 1.7 basis points per annum, paid monthly based on the outstanding principal balance of the Notes and calculated on the same
basis as interest is accrued on the Mortgage Loan.


 






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“Intervening
Trust Vehicle” with respect to any Securitization Vehicle that is a CDO, shall mean a trust vehicle or entity which holds
the applicable Note B 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 any Non-Lead Securitization Note and prior to the Securitization
of Note A-1-1, the Securitization of the first A Note or portion thereof, and (b) on and after the Securitization of
Note A-1-1, the Securitization of Note A-1-1.


 


“Lead Securitization
Note” shall mean (a) during the period from and after the Securitization of a Non-Lead Securitization Note and prior
to the Securitization of Note A-1-1, the related first A Note or portion thereof contributed to a Securitization, and (b) on
and after the Securitization of Note A-1-1, Note A-1-1.


 


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


 


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


 


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


 


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


 


“Major Decisions”
shall mean:


 


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


 


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


 






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(iii)         any
foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership of the Mortgaged
Property or any acquisition of the Mortgaged Property by deed-in-lieu of foreclosure or any other exercise of remedies following
an Event of Default;


 


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


 


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


 


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


 


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


 


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


 


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


 


(x)         
 [reserved];


 






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


 


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


 


(xiii)        any
approval of a major lease (to the extent Lender’s approval is required by the Mortgage Loan Documents);


 


(xiv)    
   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;


 


(xv)         the
termination or replacement of a property manager, hotel manager, timeshare manager, franchisor or licensor or execution, termination,
renewal or material modification of any property management, hotel management, franchise, timeshare services or license agreement
other than those required pursuant to the specific terms of the Mortgage Loan Documents and for which there is no material lender
discretion;


 


(xvi)        any
determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise
address hazardous material located at a Mortgaged Property or a REO Property;


 


(xvii)       (A)
any modification, waiver or amendment of any intercreditor agreement, co-lender agreement, participation agreement or similar agreement
with any mezzanine lender or subordinate debt holder related to the Mortgage Loan, or (B) an action to enforce rights with respect
thereto;


 


(xviii)      approval
of casualty or condemnation settlements, any determination to apply casualty or condemnation proceeds or awards to the reduction
of the Mortgage Loan debt rather than to Mortgaged Property restoration, in each case, to the extent Lender consent is required
under the Mortgage Loan Documents;


 


(xix)        any
determination by the Master Servicer or the Special Servicer to transfer the Mortgage Loan to the Special Servicer with respect
to any default or Event of Default that is anticipated but has not yet occurred; and


 


(xx)         any
enforcement of any cure right or the exercise of any remedies under any franchise agreement, management agreement, subordination
and non-disturbance, comfort letter, recognition agreement or similar agreement related thereto, other than those required pursuant
to the specific terms of the applicable


 






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document and for which the enforcing or exercising party lacks material discretion.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the mortgage loan agreement, dated as of May 19, 2017, between the Mortgage Loan Borrower and JPMorgan
Chase Bank, National Association and Bank of America, N.A., collectively, as lender, as the same may be amended, restated, renewed,
extended, modified or supplemented from time to time, subject to the terms hereof.


 


“Mortgage Loan
Borrower” shall mean the entities listed in Exhibit D.


 


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


 


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


 






    12


     


    

 


“Mortgage Loan
Principal Balance” shall mean, at any date of determination, the outstanding principal balance of the Mortgage Loan.


 


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


 


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


 


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


 


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


 


“New Notes”
shall have the meaning assigned to such term in Section 40.


 


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


 


“Non-Controlling
Note” shall mean, individually or collectively, as the context may require the interest of each Non-Controlling Noteholder
in its Note.


 


“Non-Controlling
Noteholder” shall mean, individually or collectively, as the context may require each Noteholder other than the Controlling
Noteholder.


 


“Non-Controlling
Pari Passu Noteholder” shall mean any Note A Holder other than the Note A-1-1 Holder; provided that at any time
such holder’s Note is included in a Securitization other than the Lead Securitization, references to any “Non-Controlling
Pari Passu Noteholder” herein shall mean the Non-Controlling Class Representative under the related Non-Lead Servicing Agreement,
as and to the extent provided in the related Non-Lead Servicing Agreement and as to the identity of which the Lead Securitization
Noteholder (and the Master Servicer and the Special Servicer) has been given written notice. The Lead Securitization Noteholder
(or the Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than
one party in respect of any Note exercising the rights of any “Non-Controlling Pari Passu Noteholder” herein or under
the Servicing Agreement and, (x) to the extent that any related Non-Lead Servicing Agreement assigns such rights to more than one
party or (y) to the extent a Non-Controlling Note is split into two or more New Notes pursuant to Section 40, for purposes
of this Agreement, the Non-Lead Servicing Agreements or the holders of such New Notes shall designate one party to deal with the
Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice
of such designation to the Lead Securitization Noteholder (and the Master Servicer and the Special Servicer acting on its behalf)
(such party, the “Non-Controlling Pari Passu


 






    13


     


    

 


Noteholder Representative”); provided that, in the absence
of such designation and notice, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its
behalf) shall be entitled to treat the last party as to which it has received written notice as having been designated as the Non-Controlling
Pari Passu Noteholder Representative with respect to such Non-Controlling Note for all purposes of this Agreement.


 


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


 


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


 


“Non-Exempt
Person” shall mean any Person other than a Person who is either (i) a U.S. Person or (ii) has on file with the Agent
for the relevant year such duly-executed form(s) (including copies) or statement(s) which may, from time to time, be prescribed
by applicable 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 Note A Holders to make such payments free of any obligation or liability for U.S. federal withholding taxes. For the
avoidance of doubt, any holder of a Note delivering a certification in the form attached hereto as Exhibit F, along with
any documents required pursuant to Section 33(c) hereof, will not be a Non-Exempt Person, unless such certification and
other documents are rescinded.


 


“Non-Lead Depositor”
shall mean, with respect to each Non-Lead Securitization, the “depositor” under the related Non-Lead Servicing Agreement.


 


“Non-Lead Master
Servicer” shall mean, with respect to each Non-Lead Securitization, the master servicer under the related Non-Lead Servicing
Agreement.


 






    14


     


    

 


“Non-Lead Operating
Advisor” shall mean, with respect to each Non-Lead Securitization, the “trust advisor”, “operating
advisor” or other analogous term under the related Non-Lead Servicing Agreement.


 


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


 


“Non-Lead Securitization
Note” shall mean (a) during the period from and after the Securitization of any A Note (other than Note A-1-1) and
prior to the Securitization of Note A-1-1, any of the Notes other than the first Note or portion thereof contributed to a
Securitization, and (b) on and after the Securitization of Note A-1-1, each of Note A-1-2, Note A-1-3, Note A-1-4, Note
A-2-1, Note A-2-2 and Note A-2-3.


 


“Non-Lead Securitization
Noteholder” shall mean, individually or collectively, as the context may require the holder of any Non-Lead Securitization
Note.


 


“Non-Lead Securitization
Trust” shall mean, with respect to each Non-Lead Securitization, the Securitization Trust into which the related Non-Lead
Securitization Note is deposited.


 


“Non-Lead Servicer”
shall mean, with respect to each Non-Lead Securitization, the Non-Lead Master Servicer or Non-Lead Special Servicer, as applicable,
under the related Non-Lead Servicing Agreement.


 


“Non-Lead Servicing
Agreement” shall mean, with respect to each Non-Lead Securitization, the related servicing agreement.


 


“Non-Lead Special
Servicer” shall mean, with respect to each Non-Lead Securitization, the special servicer under the related Non-Lead Servicing
Agreement.


 


“Non-Lead Trustee”
shall mean, with respect to each Non-Lead Securitization, the trustee under the related Non-Lead Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Note”
shall mean any of the Notes listed in the chart in the preamble to this Agreement, as applicable.


 






    15


     


    

 


“Note A Default
Rate” shall mean, with respect to each A Note, a rate per annum equal to the applicable Note A Rate plus the Note
Default Interest Spread.


 


“Note A Holder”
shall mean, individually or collectively, as the context may require, the Note A-1-1 Holder, the Note A-1-2 Holder, the Note A-1-3
Holder, the Note A-1-4 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder and the Note A-2-3 Holder.


 


“Note A Percentage
Interest” shall mean, with respect to each A Note, a fraction, expressed as a percentage, the numerator of which is the
applicable Note A Principal Balance and the denominator of which is the Aggregate Principal Balance.


 


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


 


“Note A Rate”
shall mean, with respect to each A Note, the applicable Note A Rate set forth on the Mortgage Loan Schedule for such A Note.


 


“Note A Relative
Spread” shall mean, with respect to each A Note, the ratio of the applicable Note A Rate to the Mortgage Loan Rate.


 


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


 


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


 


“Note A-1-2”
shall have the meaning assigned to such term in the chart in the preamble to this Agreement.


 


“Note A-1-2
Holder” shall mean the Initial Note A-1-2 Holder, or any subsequent holder of Note A-1-2, together with its successors
and assigns.


 


“Note A-1-3”
shall have the meaning assigned to such term in the chart in the preamble to this Agreement.


 


“Note A-1-3
Holder” shall mean the Initial Note A-1-3 Holder, or any subsequent holder of Note A-1-3, together with its successors
and assigns.


 


“Note A-1-4”
shall have the meaning assigned to such term in the chart in the preamble to this Agreement.


 


“Note A-1-4
Holder” shall mean the Initial Note A-1-4 Holder, or any subsequent holder of Note A-1-4, together with its successors
and assigns.


 






    16


     


    

 


“Note A-2-1”
shall have the meaning assigned to such term in the chart in the preamble to this Agreement.


 


“Note A-2-1
Holder” shall mean the Initial Note A-2-1 Holder, or any subsequent holder of Note A-2-1, together with its successors
and assigns.


 


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


 


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


 


“Note A-2-3”
shall have the meaning assigned to such term in the chart in the preamble to this Agreement.


 


“Note A-2-3
Holder” shall mean the Initial Note A-2-3 Holder, or any subsequent holder of Note A-2-3, together with its successors
and assigns.


 


“Note B”
shall mean, collectively, the B Notes.


 


“Note B Default
Rate” shall mean, with respect to each B Note, a rate per annum equal to the applicable Note B Rate plus the Note
Default Interest Spread.


 


“Note B Holder”
shall mean, individually or collectively, as the context may require, the Note B-1-1 Holder, the Note B-1-2 Holder, the Note B-1-3
Holder, the Note B-1-4 Holder, the Note B-1-5 Holder, the Note B-2-1 Holder, the Note B-2-2 Holder, the Note B-2-3 Holder, the
Note B-2-4 Holder and the Note B-2-5 Holder.


 


“Note B Percentage
Interest” shall mean, with respect to each B Note, a fraction, expressed as a percentage, the numerator of which is the
applicable Note B Principal Balance and the denominator of which is the Aggregate Principal Balance.


 


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


 


“Note B Rate”
shall mean, with respect to each B Note, the applicable Note B Rate set forth on the Mortgage Loan Schedule for such B Note.


 


“Note B Relative
Spread” shall mean, with respect to each B Note, the ratio of the applicable Note B Rate to the Mortgage Loan Rate.


 


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


 






    17


     


    

 


“Note B-1-1
Holder” shall mean the Initial Note B-1-1 Holder, and its successors in interest, or any subsequent holder of Note B-1-1.


 


“Note B-1-2”
shall have the meaning assigned to such term in the chart in the preamble to this Agreement.


 


“Note B-1-2
Holder” shall mean the Initial Note B-1-2 Holder, and its successors in interest, or any subsequent holder of Note B-1-2.


 


“Note B-1-3”
shall have the meaning assigned to such term in the chart in the preamble to this Agreement.


 


“Note B-1-3
Holder” shall mean the Initial Note B-1-3 Holder, and its successors in interest, or any subsequent holder of Note B-1-3.


 


“Note B-1-4”
shall have the meaning assigned to such term in the chart in the preamble to this Agreement.


 


“Note B-1-4
Holder” shall mean the Initial Note B-1-4 Holder, and its successors in interest, or any subsequent holder of Note B-1-4.


 


“Note B-1-5”
shall have the meaning assigned to such term in the chart in the preamble to this Agreement.


 


“Note B-1-5
Holder” shall mean the Initial Note B-1-5 Holder, and its successors in interest, or any subsequent holder of Note B-1-5.


 


“Note B-2-1”
shall have the meaning assigned to such term in the chart in the preamble to this Agreement.


 


“Note B-2-1
Holder” shall mean the Initial Note B-2-1 Holder, and its successors in interest, or any subsequent holder of Note B-2-1.


 


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


 


“Note B-2-2
Holder” shall mean the Initial Note B-2-2 Holder, and its successors in interest, or any subsequent holder of Note B-2-2.


 


“Note B-2-3”
shall have the meaning assigned to such term in the chart in the preamble to this Agreement.


 


“Note B-2-3
Holder” shall mean the Initial Note B-2-3 Holder, and its successors in interest, or any subsequent holder of Note B-2-3.


 


“Note B-2-4”
shall have the meaning assigned to such term in the chart in the preamble to this Agreement.


 






    18


     


    

 


“Note B-2-4
Holder” shall mean the Initial Note B-2-4 Holder, and its successors in interest, or any subsequent holder of Note B-2-4.


 


“Note B-2-5”
shall have the meaning assigned to such term in the chart in the preamble to this Agreement.


 


“Note B-2-5
Holder” shall mean the Initial Note B-2-5 Holder, and its successors in interest, or any subsequent holder of Note B-2-5.


 


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


 


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


 


“Note Rate”
shall mean, with respect to each Note, the applicable interest rate set forth in the Mortgage Loan Schedule.


 


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


 


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


 


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


 


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


 


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


 


“Penalty Charges”
shall have the meaning assigned to such term in the Securitization Servicing Agreement.


 


“Percentage
Interest” shall mean, with respect to each Note A Holder, the applicable Note A Percentage Interest and with respect
to each Note B Holder, the applicable Note B Percentage Interest, as each may be adjusted from time to time.


 






    19


     


    

 


“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 $500,000,000
and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


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


 


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


 


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


 


“Principal Balance”
shall mean, with respect to any A Note, the applicable Note A Principal Balance, and, with respect to any B Note, the applicable
Note B Principal Balance.


 


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


 


“Purchasing
Note B Holder” shall have the meaning assigned to such term in Section 12.


 


“Qualified Institutional
Lender” shall mean each of the Initial Noteholders and any other Person that is:


 


(a)          an
entity Controlled (as defined herein) by, under common Control with or that Controls any of the Initial Noteholders, 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 Noteholder 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 one or more 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:


 






    20


     


    

 


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


 


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


 


(iii)         a
Qualified Trustee (or in the case of a CDO, a single purpose bankruptcy remote entity which contemporaneously assigns or pledges
its junior note, or a participation interest therein (or any portion thereof) to a Qualified Trustee) in connection with (a) a
securitization of, (b) the creation of collateralized debt obligations (“CDO”) secured by, or (c) a
financing through an “owner trust” of, 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 such Securitization (it being understood that with respect to any Rating Agency that assigned such a rating
to the securities issued by such Securitization Vehicle, a Rating Agency Confirmation will not be required in connection with a
transfer of a B Note to such Securitization Vehicle); (2) in the case of a Securitization Vehicle that is not a CDO, the special
servicer of such Securitization Vehicle has a Required Special Servicer Rating or is otherwise acceptable to the Rating Agencies
rating each 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), (iii), (iv) or (v) of this definition,
or


 


(iv)         an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $250,000,000, in which (A) any Initial Noteholder, (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


 






    21


     


    

 


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)(a), (iv)(B) or (v) of this definition, (x) such entity has at least $250,000,000 in capital/statutory
surplus or shareholders’ equity (including unpledged, uncalled irrevocable capital commitments that are unconditionally available
to be called by such Person as cash capital contributions to such Person subject only to customary conditions such as minimum advance
notice) (except with respect to a pension advisory firm, asset manager or similar fiduciary) and at least $600,000,000 in total
assets (in name or under management) (including unpledged, uncalled irrevocable capital commitments that are unconditionally available
to be called by such Person as cash capital contributions to such Person subject only to customary conditions such as minimum advance
notice), 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 (c)(i), (ii), (iv)(B) or (v) above or approved by the Rating
Agencies hereunder as a Qualified Institutional Lender for purposes of this Agreement, or as to which the Rating Agencies have
stated they would not review such entity in connection with the subject transfer.


 


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


 


“Qualified Trustee”
means (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the
laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept
the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by
federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution whose
long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the applicable Rating
Agencies.


 


“Rating Agencies”
shall mean DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P and their respective successors in interest or, if any of
such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized
statistical rating agency reasonably designated by the Depositor or a Non-Lead Depositor to rate the securities issued in connection
with the Securitization of an A Note; provided, however, that,


 






    22


     


    

 


at any time during which an A Note is an asset of
one or more Securitizations, “Rating Agencies” or “Rating Agency” shall mean with respect to such A Note,
only those rating agencies that are engaged by the Depositor or a Non-Lead Depositor, as applicable, from time to time to rate
the securities issued in connection with the Securitization of such Note.


 


“Rating Agency
Confirmation” shall have the meaning given thereto or any analogous term in the Servicing Agreement or any Non-Lead Securitization
Agreement, as applicable, including any deemed or waived Rating Agency Confirmation.


 


“Realized Losses”
shall mean any reduction in the Mortgage Loan Principal Balance that does not result in an accompanying payment of principal to
any of the Noteholders, which may result from, but is not limited to, one of the following circumstances: (i) the cancellation
or forgiveness of any portion of the Mortgage Loan Principal Balance in connection with a bankruptcy or similar proceeding or a
modification or amendment of the Mortgage Loan granted by the Servicer pursuant to the terms of the Servicing Agreement, or (ii)
a reduction in the Mortgage Loan Rate, the Note A Rate or the Note B Rate in connection with a bankruptcy or similar proceeding
involving the Mortgage Loan Borrower or a modification or amendment of the Mortgage Loan agreed to by the Servicer in accordance
with the terms of the Servicing Agreement, that as a result of the application of Section 5(c), results in the application of principal
to pay interest to one or more Noteholders (each such Realized Loss described in this clause (ii) shall be deemed to have been
incurred on the Monthly Payment Date for each affected monthly payment).


 


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


 


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


 


“Relative Spread”
shall mean, with respect to each A Note, the applicable Note A Relative Spread and, with respect to each B Note, the applicable
Note B Relative Spread, as the context may require.


 


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


 


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


 


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of


 






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


 


“REO Property”
shall mean the Mortgaged Property after the Servicer has foreclosed on the Mortgaged Property or accepted a deed in lieu of foreclosure.


 


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


 


“Securitization”
shall mean one or more sales by any Note A 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 Lead Securitization is consummated.


 


“Securitization
Servicing Agreement” shall mean (i) during the period from and after the Securitization of a Non-Lead Securitization
Note and prior to the Securitization of Note A-1-1, the related pooling and servicing agreement for the Securitization of the first
A Note or portion thereof and (ii) on and after the Securitization of Note A-1-1, the pooling and servicing agreement for the Securitization
of Note A-1-1.


 






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“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which an A Note is held.


 


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


 


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


 


“Servicer Termination
Event” shall have the meaning assigned to such term in the Servicing Agreement or at any time that the Mortgage Loan
is no longer subject to the provisions of the 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 Servicing Agreement.


 


“Servicing Agreement”
shall mean, with respect to the Mortgage Loan, prior to the Securitization Date, the Interim Servicing Agreement, and, from and
after the Securitization Date, the Securitization Servicing Agreement, together with any amendment, restatement, supplement, replacement
or modification thereto entered into in accordance with the terms hereof or thereof.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 2.     Servicing.


 


(a)          Each
Noteholder acknowledges and agrees that, subject in each case to the terms of this Agreement, the Mortgage Loan shall be serviced
prior to the Securitization Date pursuant to the Interim Servicing Agreement and from and after the Securitization Date (except
as otherwise set forth in Section 5(b)), pursuant to the Securitization Servicing Agreement; provided that the
Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of the Notes other than
the Lead Securitization Note (and each Non-Lead Master Servicer shall be required to advance monthly payments of principal and
interest on the related Non-Lead Securitization Note pursuant to the terms of the related Non-Lead Servicing Agreement) if such
principal or interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes,
insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and


 






    26


     


    

 


enforcement of the
lien of the Mortgage thereon, subject to the terms of the Securitization Servicing Agreement. Each Note B Holder acknowledges that
each of the Note A Holders may elect, in its sole discretion, to include the applicable A Note in a Securitization and agrees that
it will, subject to Section 24, reasonably cooperate with the applicable Note A Holder, at such Note A Holder’s
sole cost and expense, to effect such Securitization. Subject to the terms and conditions of this Agreement, each Noteholder hereby
irrevocably and unconditionally consents to the appointment of the Master Servicer, Special Servicer and the Trustee under
the Securitization Servicing Agreement by the Depositor and agrees to reasonably cooperate with the Master Servicer and the Special
Servicer with respect to the servicing of the Mortgage Loan in accordance with this Agreement and the Securitization Servicing
Agreement. Each Noteholder hereby irrevocably appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization
as such Noteholder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing
of the Mortgage Loan on its behalf under the Securitization Servicing Agreement (subject at all times to the rights of the Noteholders
set forth herein and in the Servicing Agreement). In no event shall the Servicing Agreement require the Servicer to enforce the
rights of any Noteholder against any other Noteholder or limit the Servicer in enforcing the rights of one Noteholder against any
other Noteholder; however, this statement shall not be construed to otherwise limit the rights of one Noteholder with respect to
any other Noteholder.


 


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


 


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


 


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


 


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


 






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


 


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


 


(iii)         the
Master Servicer, any primary servicer, the Special Servicer and the Trustee, Certificate Administrator or other party acting as
custodian for the Lead Securitization shall be required to deliver (and shall be required to cause each other servicer and servicing
function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation AB) retained or engaged by it to deliver)
to the parties to any Non-Lead Servicing Agreement, at its own expense, in a timely manner, (i) the reports, certifications, compliance
statements, accountants’ assessments and attestations, and all information to be included in reports (including, without
limitation, Form ABS 15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request, any other materials specified in the Non-Lead
Servicing Agreement, in the case of clauses (i) and (ii), as the parties to each Non-Lead Securitization may reasonably require
in order to comply with their obligations under the Securities Act and the Exchange Act (including Rule 15Ga-1) and Regulation
AB, and any other applicable law. Without limiting the generality of the foregoing, the Lead Securitization Noteholder shall provide
in a timely manner to the Non-Lead Depositor and the Non-Lead Trustee an executed copy of the Securitization Servicing Agreement
in EDGAR-compatible format (but not later than one business day following the closing date of the Lead Securitization) and each
Servicer under the Securitization Servicing Agreement will be required, upon prior written request, to provide to the Non-Lead
Depositor and the Non-Lead Trustee any other information required to comply in a timely manner with applicable filing requirements
under Items 1.01 and 6.02 of Form 8-K, any other disclosure information required pursuant to Regulation AB, in each case in a timely
manner for inclusion in any disclosure document (or for filing under Form 8-K, as applicable) and with respect to such Servicers,
upon prior written request, market indemnification agreements, opinions and Regulation AB compliance letters as were or are being
delivered with respect to the Lead Securitization. As used in this Agreement, “Regulation AB” means Subpart
229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such may be amended from
time to time, and subject to such clarification and interpretation as have been provided by the United States Securities and Exchange
Commission (the “Commission”) or by the staff of the Commission, or as may be provided by the Commission or
its staff from time to time, in each case as effective from time to time as of the compliance dates specified therein. The Master
Servicer, any primary servicer and the Special Servicer shall each be required to provide certification and indemnification to
each Certifying Person with respect to the Sarbanes-Oxley Certification (or analogous terms) as such terms are defined in the Non-Lead
Servicing Agreement;


 


(iv)         the
Controlling Noteholder shall be entitled to receive, and the Master Servicer and the Special Servicer shall provide access to,
any information relating to the Mortgage Loan, the Mortgage Loan Borrower or the Mortgaged Property as the Controlling Noteholder
may reasonably request and would be customarily in the


 






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possession of, or collected or known by, the Master Servicer or the Special
Servicer of mortgage loans similar to the Mortgage Loan and, in any event, all information that is required to be provided to holders
of the securities issued by the Lead Securitization Trust that includes other Notes but not limited to standard CREFC®
reports and Asset Status Reports, provided that if an interest in the Controlling Noteholder or the related Note is held by the
Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, then the Controlling Noteholder shall not be entitled to receive
the Asset Status Report or any other information relating to the Special Servicer’s workout strategy or any “excluded
information” or analogous term under the Servicing Agreement;


 


(v)          with
respect to any/each Non-Lead Securitization Note (other than any Non-Lead Securitization Note deposited into the Lead Securitization
as to which payments shall be withdrawn and remitted as provided in the Servicing Agreement), the Master Servicer shall withdraw
from the related Collection Account and remit to the Non-Lead Securitization Noteholder, within one (1) Business Day of receipt
of properly identified funds, any amounts that represent late collections or principal prepayments on such Non-Lead Securitization
Note or any successor REO Property with respect thereto (exclusive of any portion of such amount payable or reimbursable to any
third party in accordance with this Agreement), unless such amount would otherwise be included in the monthly remittance to the
Non-Lead Securitization Noteholder; provided, however, that to the extent any such amounts are received after 3:00 p.m. Eastern
time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to remit such late collections or
principal payments to the Non-Lead Master Servicer within two (2) Business Days of receipt of properly identified funds;


 


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


 


(vii)        each
Non-Lead Master Servicer and Non-Lead Special Servicer shall be a third-party beneficiary of the Servicing Agreement with respect
to all provisions therein expressly relating to compensation, reimbursement or indemnification of such Non-Lead Master Servicer
or Non-Lead Special Servicer, as the case may be, and the provisions regarding coordination of advances;


 


(viii)       satisfy
Moody’s rating methodology as of the closing date of the Lead Securitization related to eligible accounts and permitted investments
for a securitization rated “Aaa” by Moody’s, or otherwise acceptable to Moody’s;


 


(ix)          in
connection with (A) any amendment of the Securitization Servicing Agreement, a party to such Securitization Servicing Agreement
is required to provide a copy of the executed amendment to each Non-Lead Depositor and one or more parties to the related Non-Lead
Servicing Agreement (which may be by e-mail), together with a copy of such amendment in electronic format, no later than the effective
date of such amendment, and (B) the termination, resignation and/or replacement of the Master Servicer or Special Servicer under
the Servicing Agreement, the replacement “master servicer” or replacement “special servicer”, as applicable,
is required to provide to each Non-Lead Depositor and one or more parties to the related Non-Lead Servicing


 






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Agreement all disclosure
about itself that is required to be included in Form 8-K no later than the date of effectiveness thereof;


 


(x)          
“Servicer Termination Events” (or any analogous term under the Securitization Servicing Agreement) include customary
market termination events with respect to failure to make advances, failure to timely remit payments to the Non-Lead Securitization
Noteholders as required hereunder or under the Servicing Agreement, failure to deliver (or cause to be delivered) materials or
information required in order for the Non-Lead Securitization Noteholders or the Non-Lead Depositor to timely comply with its obligations
under the Exchange Act, the Securities Act and Form SF-3, and for rating agency downgrades or other triggers with respect to any
certificates issued in connection with a Non-Lead Securitization, subject to customary grace periods (provided that, in the case
of failures related to the securities laws, such grace periods will not cause a Non-Lead Depositor to fail to comply with the applicable
provisions of such securities laws);


 


(xi)          the
Servicing Agreement may not be amended without the consent of the Note B-1-1 Holder or any Non-Lead Securitization Noteholder (other
than any Non-Lead Securitization Noteholder that is a direct party to the Servicing Agreement) if such amendment would materially
and adversely affect its rights thereunder; and


 


(xii)         the
Servicing Agreement has provisions that are materially consistent with those set forth in the JPMCC 2017-JP6 Pooling and Servicing
Agreement with respect to:


 


 (A)          
requirements to obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and
periodic update thereof;


 


 (B)          
duties of the special servicer in respect of foreclosure and the management of REO property; and


 


(xiii)       
subject to various adjustments and caps provided for in the Servicing Agreement (which shall be substantially similar to those
set forth in the JPMCC 2017-JP6 Pooling and Servicing Agreement), the primary servicing fee, special servicing fee, workout fee
and liquidation fee (and, in any event, the fees at which such compensation accrue or are determined shall not exceed 0.00250%,
0.25%, 1.00% and 1.00%, respectively), provided, however, that (1) this clause (C) shall not be construed to prohibit
differences in timing, control or consultation triggers or thresholds, terminology, allocation of ministerial duties between multiple
servicers or other service providers or certificate holder or investor voting or consent thresholds, or to prohibit or restrict
additional approval, consent, consultation, notice or rating agency confirmation requirements; and (2) in the event of any conflict
between this sentence and any other provision of this Agreement, such other provision of this Agreement shall control.


 


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


 






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(f)          At
any time after the Securitization Date that the Lead Securitization Note is no longer subject to the provisions of the Securitization
Servicing Agreement, the Lead Securitization Noteholder shall (i) cause the Mortgage Loan to be serviced pursuant to a servicing
agreement that contains servicing provisions which are the same as or more favorable to the Non-Lead Securitization Noteholders
and the Note B Holders, in substance, to those in the Securitization Servicing Agreement, and (ii) cause the applicable Servicers
to service and administer the Mortgage Loan in accordance with the Servicing Standard as set forth in the Securitization Servicing
Agreement, and all references herein to the “Securitization Servicing Agreement” shall mean such subsequent servicing
agreement; provided, however, that until a replacement servicing agreement has been entered into, the Lead Securitization
Noteholder shall cause the Mortgage Loan to be serviced in accordance with the servicing provisions set forth in the Securitization
Servicing Agreement as if such agreement was still in full force and effect with respect to the Mortgage Loan; provided,
however, that the Servicer under the Securitization Servicing Agreement shall have no further obligations to make P&I
Advances; provided, further, however, that if a 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 is in place, the actual servicing of the Mortgage Loan may be performed by any nationally
recognized commercial mortgage loan servicer appointed by the Lead Securitization Noteholder and the special servicer appointed
by the Note B-1-1 Holder (so long as such special servicer has a Required Special Servicer Rating) and does not have to be performed
by the service providers set forth under the Securitization Servicing Agreement. The Lead Noteholder shall provide each Non-Lead
Securitization Noteholder and the Controlling Noteholder with a reasonable opportunity to review and comment on any replacement
Servicing Agreement, and the Controlling Noteholder agrees to reasonably negotiate the final terms of such servicing agreement
as promptly as reasonably possible upon receipt of any proposed revisions.


 


(g)          If
a Note B Holder exercises its purchase option in accordance with Section 12 hereof, upon the Mortgage Loan being transferred
to such Note B Holder, such Note B Holder shall be entitled to terminate the Servicing Agreement in its sole discretion without
payment of any termination fees.


 


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


 


(i)       
  such Non-Lead Securitization Noteholder 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
applicable 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)


 






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established under
the related Non-Lead Servicing Agreement for such Non-Lead Securitization Noteholder’s pro rata share of any
such Nonrecoverable Servicing Advances (together with advance interest thereon) and/or additional trust fund expenses
(including compensation due to the Master Servicer and the Special Servicer to the extent related to the servicing and
administration of the Mortgage Loan and the Mortgaged Property), and (B) if the Servicing Agreement permits the Master
Servicer, the Special Servicer, the Certificate Administrator or the Trustee to reimburse itself from the Lead Securitization
Trust’s general account, then the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee,
as applicable, may do so, and the applicable 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 related Non-Lead Servicing Agreement for such Non-Lead
Securitization Noteholder’s pro rata share of any such Nonrecoverable Servicing Advances (together with advance
interest thereon) and/or additional trust fund expenses (including compensation due to the Master Servicer and the Special
Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property);


 


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


 


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


 


(iv)         any
matter affecting the servicing and administration of the Mortgage Loan that requires delivery of a Rating Agency Confirmation pursuant
to the Servicing


 






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Agreement shall also require delivery of a Rating Agency Confirmation under the applicable Non-Lead Servicing
Agreement; and


 


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


 


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


 


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


 


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


 


Section 3.     Subordination
of the B Notes; Payments Prior to a Sequential Pay Event. Each B Note and the right of each Note B Holder to receive payments
of interest, principal and other amounts with respect to its respective B Note shall at all times be junior, subject and subordinate
to the A Notes and the right of the Note A Holders to receive payments of interest, principal and other amounts with respect to
the applicable A Note as set forth herein. If no Sequential Pay Event, as determined by the applicable Servicer, shall have occurred
and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to
or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in
the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other
collateral or instrument securing the Mortgage Loan, Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or
settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance
with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts
for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage
Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances
then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable
or reimbursable to any Servicer, Operating Advisor, Certificate Administrator, Asset Representations Reviewer or Trustee with respect
to the Mortgage Loan (including any Penalty Charges) pursuant to the


 






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Servicing Agreement, shall be applied by the Lead Securitization
Noteholder (or its designee) and distributed by the Servicer (on its behalf) for payment in the following order of priority without
duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):


 


(a)          first,
to the Note A Holders, pro rata, in an amount equal to the accrued and unpaid interest on the applicable Note A Principal
Balance at the related Net Note A Rate;


 


(b)          second, to
the Note A Holders, on a Pro Rata and Pari Passu Basis, in an amount equal to the sum of (x) all scheduled payments received, if
any, with respect to such Monthly Payment Date with respect to the A Notes, (y) an amount equal to the Percentage Interest of such
Note multiplied by any voluntary principal prepayments received, if any, with respect to such Monthly Payment Date with respect
to the Mortgage Loan and (z) any mandatory principal prepayments received, if any, with respect to such Monthly Payment Date with
respect to the Mortgage Loan, until their Principal Balances have been reduced to zero;


 


(c)          third, to
the Note A Holders, pro rata, based on their outstanding Principal Balances, up to the amount of any unreimbursed costs
and expenses paid by the Note A Holders including any Recovered Costs not previously reimbursed to such Noteholder (or paid or
advanced by any servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this
Agreement or the Servicing Agreement;


 


(d)          fourth, to
the Note A Holders on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the Percentage Interest of
such Note multiplied by (ii) the applicable Note A Relative Spread, and (iii) any Prepayment Premium to the extent paid by the
Mortgage Loan Borrower;


 


(e)          fifth, if
the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to
be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout, the Note A Principal Balance has been
reduced, such excess amount shall be paid to the Note A Holders, on a Pro Rata and Pari Passu Basis, in an amount up to the reduction,
if any, of the Note A Principal Balance as a result of such Workout, plus interest on such amount at the related Note A Rate;


 


(f)     
     sixth, to the Note A Holders, on a Pro Rata and Pari Passu Basis, in an amount equal to the
Penalty Charges received, if any;


 


(g)          seventh, to
the extent a Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse such
Note B Holder on a Pro Rata and Pari Passu Basis for all such cure payments;


 


(h)     
   eighth, to the Note B Holders, on a Pro Rata and Pari Passu Basis, in an amount equal to the
accrued and unpaid interest on the applicable Note B Principal Balance at the related Net Note B Rate;


 


(i)           ninth, to
the Note B Holders on a Pro Rata and Pari Passu Basis, in an amount equal to the sum of (x) all scheduled payments received, if
any, with respect to such Monthly Payment Date with respect to the B Notes, (y) an amount equal to the Percentage


 






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Interest of such
Note multiplied by any voluntary principal prepayments received, if any, with respect to such Monthly Payment Date with respect
to the Mortgage Loan and (z) after the Principal Balances of the A Notes have been reduced to zero, any mandatory principal prepayments
received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan remaining, until their Principal
Balances have been reduced to zero;


 


(j)           tenth, to
the Note B Holders on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the Percentage Interest of such
Note multiplied by (ii) the applicable Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage
Loan Borrower;


 


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


 


(l)      
    twelfth, to the Note B Holders, on a Pro Rata and Pari Passu Basis, in an amount equal to the Penalty
Charges received, if any;


 


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


 


(n)          fourteenth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (a)-(m), any remaining amount shall be paid pro rata to the Noteholders in accordance with their respective
Percentage Interests.


 


Section 4.     Payments
Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section
3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer and as set forth
in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise
available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized
as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing
Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of Monthly Payments,
any proceeds from the operation of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter
of credit or other collateral or instrument securing the Mortgage Loan, Insurance Proceeds or Condemnation Proceeds (other than
proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage
Loan Borrower in


 






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accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but
excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves
or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to
the Servicer under Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating
Advisor, Certificate Administrator, Asset Representations Reviewer or Trustee with respect to the Mortgage Loan (including any
Penalty Charges) pursuant to the Servicing Agreement with respect to the Mortgage Loan, shall be distributed by the Servicer in
the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing
Agreement):


 


(a)          first, to
the Note A Holders, pro rata, in an amount equal to the accrued and unpaid interest on the applicable Note A Principal Balance
at the related Net Note A Rate;


 


(b)          second, to
the Note A Holders, on a Pro Rata and Pari Passu Basis, based on their outstanding Principal Balances, until their Principal Balances
have been reduced to zero;


 


(c)          third, to
the Note A Holders on a Pro Rata and Pari Passu Basis up to the amount of any unreimbursed costs and expenses paid by the Note
A Holders including any Recovered Costs not previously reimbursed to such Noteholder (or paid or advanced by any servicer on its
behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


 


(d)          fourth, to
the Note A Holders on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the Percentage Interest of such
Note multiplied by (ii) the applicable Note A Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage
Loan Borrower;


 


(e)          fifth, to
the extent one or more Note B Holders has made any payments or advances to cure defaults pursuant to Section 11, to reimburse
such Note B Holder(s) on a Pro Rata and Pari Passu Basis for all such cure payments;


 


(f)           sixth, if
the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to
be applied in accordance with the foregoing clauses (a)-(e) and, as a result of a Workout, the Note A Principal Balance has been
reduced, such excess amount shall be paid to the Note A Holders, on a Pro Rata and Pari Passu Basis, in an amount up to the reduction,
if any, of the Note A Principal Balance as a result of such Workout, plus interest on such amount at the related Note A Rate;


 


(g)          seventh, to
the Note B Holders, on a Pro Rata and Pari Passu Basis, in an amount equal to the accrued and unpaid interest on the applicable
Note B Principal Balance at the related Net Note B Rate;


 


(h)          eighth, to
the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their outstanding Principal Balances, in an amount equal to all
amounts allocated as principal on the Mortgage Loan with respect to such Monthly Payment Date remaining after giving effect to
the allocations in clause (b) above, until the Note B Principal Balances have been reduced to zero;


 






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(i)           ninth, to
the Note B Holders on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the Percentage Interest of such
Note multiplied by (ii) the applicable Note B Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage
Loan Borrower;


 


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


 


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


 


(l)      
    twelfth, to the Note A Holders, on a Pro Rata and Pari Passu Basis, in an amount equal to Penalty
Charges received, if any;


 


(m)         thirteenth,
to the Note B Holders, on a Pro Rata and Pari Passu Basis, in an amount equal to Penalty Charges received, if any; and


 


(n)          fourteenth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (a)-(m), any remaining amount shall be paid pro rata to the Noteholders in accordance with their respective
Percentage Interests.


 


For clarification purposes,
after Securitization of any of the Notes, Penalty Charges (as defined in the Securitization Servicing Agreement) paid on the A
Notes and the B Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated, first, to pay the Master
Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing
Advances in accordance with the terms of the Securitization Servicing Agreement, second, to pay, on a pro rata basis, the
Master Servicer, Trustee, any Non-Lead Master Servicer or any 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 Securitization Servicing Agreement or any Non-Lead Servicing
Agreement, as applicable), third, 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 Securitization Servicing Agreement) and finally,
in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder to
the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing
Agreement.


 






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Section 5.     Administration
of the Mortgage Loan.


 


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


 


Subject to Section
11 and Section 12 hereof, upon the Mortgage Loan becoming a Defaulted Mortgage Loan, each Non-Lead Securitization Noteholder
hereby acknowledges the right and obligation of the Lead Securitization Noteholder (or the Special Servicer acting on behalf of
the Lead Securitization Noteholder) to sell each Non-Lead Securitization Note together with the Lead Securitization Note as notes
evidencing one whole loan in accordance with the terms of the Servicing Agreement. In connection with any such sale, the Special
Servicer shall be required to sell each Non-Lead Securitization Note together with the Lead Securitization Note in the manner set
forth in the Lead Securitization Agreement and shall be required to require that all offers from an Interested Person (as defined
in the Servicing Agreement) be submitted to the Trustee in writing. Whether any cash offer constitutes a fair price for the Mortgage
Loan shall be determined by the Trustee; provided, that no offer from an Interested Person (as defined in the Servicing
Agreement) shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two bona fide other offers
are received from independent third parties. In determining whether any offer received represents a fair price for the Mortgage
Loan, the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance
with the Servicing Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal.
The Trustee shall select the appraiser conducting any such new Appraisal. In determining whether any such offer constitutes a fair
price for the Mortgage Loan, the Trustee shall instruct the appraiser to take into account (in addition to the results of any Appraisal
or updated Appraisal that it may have obtained pursuant


 






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to the Servicing Agreement), as applicable, among other factors, the period
and amount of any delinquency on the affected Mortgage Loan, the occupancy level and physical condition of the related Mortgaged
Property and the state of the local economy. The Trustee may conclusively rely on the opinion of an independent appraiser or other
independent expert in real estate matters retained by the Trustee at the expense of the Noteholders in connection with making such
determination. Notwithstanding the foregoing, the Lead Securitization Noteholder (or the Special Servicer acting on behalf of the
Lead Securitization Noteholder) shall not be permitted to sell the Mortgage Loan if it becomes a Defaulted Mortgage Loan without
the written consent of the Non-Controlling Pari Passu Noteholders (provided that such consent is not required from a Non-Controlling
Pari Passu Noteholder that is the Mortgage Loan Borrower or an affiliate of the Mortgage Loan Borrower) unless the Special Servicer
has delivered to the Non-Controlling Pari Passu Noteholders: (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 (as defined in the Servicing Agreement) reasonably requested by the Non-Controlling Pari Passu Noteholders
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 Controlling 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 any such Non-Controlling Pari Passu Noteholder may waive, as to itself,
any of the delivery or timing requirements set forth in this sentence. Subject to the terms of the Servicing Agreement, each of
the Controlling Noteholder, the Controlling Class Representative, the Non-Controlling Pari Passu Noteholders (or any controlling
class representative or directing holder on its behalf under a Non-Lead Servicing Agreement) 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.


 


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


 


The authority of the
Lead Securitization Noteholder to sell the Non-Lead Securitization Notes, and the obligations of each Non-Lead Securitization Noteholder
to execute and deliver instruments or deliver the applicable Non-Lead Securitization Note upon request of the Lead Securitization
Noteholder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which Lead Securitization
Note is repurchased by the initial holder of


 






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the Lead Securitization Note from the trust fund established under the Lead Securitization
Agreement in connection with a material breach of representation or warranty made by the initial holder of the Lead Securitization
Note with respect to Lead Securitization Note or material document defect with respect to the documents delivered by the initial
holder of the Lead Securitization Note with respect to Lead Securitization Note upon the consummation of the Lead Securitization.
The preceding sentence shall not be construed to grant to any Non-Lead Securitization Noteholder the benefit of any representation
or warranty made by the initial holder of the Lead Securitization Note or any document delivery obligation imposed on the initial
holder of the Lead Securitization Note under any mortgage loan purchase and sale agreement, instrument of transfer or other document
or instrument that may be executed or delivered by the initial holder of the Lead Securitization Note in connection with the Lead
Securitization.


 


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


 


(c)          Notwithstanding
anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement and this Agreement
(including, without limitation, Sections 2, 5(f) and 6 and the Servicing Standard), if the Servicer (on behalf
of the Noteholders) in connection with a Workout of the Mortgage Loan modifies the terms thereof such that (i) the unpaid
principal balance of the Mortgage Loan is decreased, (ii) the Mortgage Loan Rate or scheduled amortization payments on such
Mortgage Loan are reduced, (iii) payments of interest or principal on such Mortgage Loan are waived, reduced or deferred or
(iv) any other adjustment (other than an increase in the Mortgage Loan Rate or increase in scheduled amortization payments)
is made to any of the terms of the Mortgage Loan, all payments to the Note A Holders pursuant to Section 3 and Section 4,
as applicable, shall be made as though such Workout did not occur, with the payment terms of the A Notes remaining the same as
they are on the date hereof, the B Notes shall bear the full economic effect of all waivers, reductions or deferrals of amounts
due on the Mortgage Loan attributable to such Workout (up to the amount otherwise due on the B Notes). Subject to the Servicing
Agreement


 






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and this Agreement (including without limitation Sections 5(f) and 6), in the case of any modification
or amendment described above, the Servicer (on behalf of the Noteholders) will have the sole authority and ability to revise the
payment provisions set forth in Section 3 and Section 4 above in a manner that reflects the subordination
of the B Notes to the A Notes with respect to the loss that is the result of such amendment or modification, including: (i) the
ability to increase the applicable Percentage Interest in a manner that reflects a loss in principal as a result of such amendment
or modification and (ii) the ability to change the applicable Note Rate in order to reflect a reduction in the Mortgage Loan
Rate of the Mortgage Loan but shall not be permitted to change the order of the clauses set forth in Section 3 and Section
4 hereof. Notwithstanding the foregoing, if any Workout, modification or amendment of the Mortgage Loan extends the original
maturity date of the Mortgage Loan, for purposes of this paragraph, the Balloon Payment will be deemed not to be due on the original
maturity date of the Mortgage Loan but will be deemed due on the extended maturity date of the Mortgage Loan.


 


(d)          Subject
to the definition of “Controlling Noteholder” in Section 1, all rights and obligations of the Lead Securitization
Noteholder described hereunder may be exercised by the Servicer on behalf of the Lead Securitization Noteholder in accordance with
the Servicing Agreement and this Agreement.


 


(e)          If
any Note is included as an asset of a 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 each qualify at all times as (or as interests in) a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on
behalf of the Noteholders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of
the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interests of the
Noteholders therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
the Code and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent from
any action of the Mortgage Loan Borrower, or exercise or refrain from exercising any powers or rights which the Noteholders may
have under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage
Loan, within the meaning of Section 1.860G 2(b) of the regulations of the United States Department of the Treasury, more than three
months after the earliest startup day of any REMIC which includes the Lead Securitization Note (or any portion thereof). The Noteholders
agree that the provisions of this Section 5(e) shall be effected by compliance by the Lead Securitization Noteholder or
its assignees with this Agreement or the Servicing Agreement or any other agreement which governs the administration of the Mortgage
Loan or the Lead Securitization Noteholder’s interests therein. All costs and expenses of compliance with this Section
5(e), to the extent that such costs and expenses relate to administration of a REMIC or to any determination respecting the
amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, shall be
borne by the Note A Holders on a Pro Rata and Pari Passu Basis.


 


Anything herein or in
the Servicing Agreement to the contrary notwithstanding, in the event that one of the A Notes is included in a REMIC and the other
is not, such other Noteholder shall not be required to reimburse such Noteholder or any other Person for payment


 






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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 Noteholder be reduced to offset
or make-up any such payment or deficit.


 


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


 


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


 


Notwithstanding the foregoing,
following the occurrence of an extraordinary event with respect to any Mortgaged Property, or if a failure to take any such action
at such time would be inconsistent with the Servicing Standard, the Lead Securitization Noteholder (or the Servicer acting on its
behalf) may take actions with respect to such Mortgaged Property before obtaining the consent of the Controlling Noteholder (or
its Controlling Noteholder Representative) if the Lead Securitization Noteholder (or the Servicer acting on its behalf) reasonably
determines in accordance with the Servicing Standard that failure to take such actions prior to such consent would materially and
adversely affect the interest of the Noteholders, and the Lead Securitization Noteholder (or the Servicer acting on its behalf)
has made a reasonable effort to contact the Controlling Noteholder (or its Controlling Noteholder Representative). The foregoing
shall not relieve the Lead Securitization Noteholder (or Servicer acting on its behalf) of its duties to comply with the Servicing
Standard.


 


(iii) Notwithstanding
the foregoing, the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall not follow any advice or consultation
provided by the Controlling Noteholder (or its Controlling Noteholder Representative) that would require or


 






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cause the Lead Securitization
Noteholder (or the Servicer acting on its behalf) to violate any applicable law, including the REMIC Provisions, be inconsistent
with the Servicing Standard, require or cause the Lead Securitization Noteholder (or the Servicer acting on its behalf) to violate
provisions of this Agreement or the Servicing Agreement, require or cause the Lead Securitization Noteholder (or the Servicer acting
on its behalf) to violate the terms of the Mortgage Loan, or materially expand the scope of any of the Lead Securitization Noteholder’s
(or the Servicer’s) responsibilities under this Agreement.


 


(g)          During
the continuation of a Control Appraisal Period, the Lead Securitization Noteholder (or its Controlling Class Representative) shall
have, with respect to the Mortgage Loan, all of the same rights and powers of the Controlling Class Representative under the 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 Mortgage Loans and (2) the Special Servicer with respect to non-Specially Serviced Mortgage 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 Servicing Agreement.


 


Notwithstanding the foregoing,
during the continuance of a Control Appraisal Period, the Lead Securitization Noteholder (or the Servicer acting on its behalf)
shall be required:


 


(i) to provide copies
of any notice, information and report that is required to be provided to the Controlling Class Representative pursuant to the 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 each Non-Controlling Pari Passu Noteholder (or its controlling class representative), within
the same time frame such notice, information and report is required to be provided to the Controlling Class Representative (for
this purpose, without regard to whether such items are actually required to be provided to the Controlling Class Representative
under the Servicing Agreement due to the occurrence of a Control Termination Event (as defined in the Servicing Agreement) or a
Consultation Termination Event (as defined in the Servicing Agreement)) and


 


(ii) to consult with
each Non-Controlling Pari Passu Noteholder (or its controlling class representative) on a strictly non-binding basis, to the extent
having received such notices, information and reports, each Non-Controlling Pari Passu Noteholder (or its controlling class 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 each Non-Controlling Pari Passu
Noteholder (or its controlling class representative); provided that after the expiration of a period of ten (10) Business
Days from the delivery to each Non-Controlling Pari Passu Noteholder (or its controlling class representative) by the Lead Securitization
Noteholder of written notice of a proposed action, together with copies of the notice, information and report required to be provided
to the Controlling Class Representative, the Lead Securitization


 






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Noteholder (or the Servicer acting on its behalf) shall no longer
be obligated to consult with such Non-Controlling Pari Passu Noteholder (or its controlling class representative), whether or not
such Non-Controlling Pari Passu Noteholder (or its controlling class representative) has responded within such ten (10) Business
Day period (unless, the Lead Securitization Noteholder (or the 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 after the date of such proposal and delivery of all information relating thereto).


 


Notwithstanding the
consultation rights of the Non-Controlling Pari Passu Noteholders (or any controlling class representative) set forth in the immediately
preceding sentence, subject in all events to Section 5(f), the Lead Securitization Noteholder (or 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 Noteholder (or Servicer acting on its behalf) determines that immediate
action with respect thereto is necessary to protect the interests of the Noteholders. In no event shall the Lead Securitization
Noteholder (or Servicer acting on its behalf) be obligated at any time to follow or take any alternative actions recommended by
any Non-Controlling Pari Passu Noteholder (or its controlling class representative).


 


In addition to the consultation
rights of any Non-Controlling Pari Passu Noteholders (or any Non-Controlling Pari Passu Noteholder Representative) provided in
the immediately preceding paragraph, during the continuance of a Control Appraisal Period, each Non-Controlling Pari Passu Noteholder
shall have the right to attend annual meetings (either telephonically or in person, in the discretion of the Servicer) with the
Lead Securitization Noteholder (or the Servicer acting on its behalf) at the offices of the Servicer, as applicable, upon reasonable
notice and at times reasonably acceptable to the Servicer, as applicable, in which servicing issues related to the Mortgage Loan
are discussed.


 


The Noteholders acknowledge
that the Servicing Agreement may contain certain provisions that give the Operating Advisor certain non-binding consultation rights
with respect to Major Decisions.


 


(h)          The
Controlling Noteholder shall be entitled to avoid its applicable Control Appraisal Period caused by application of an Appraisal
Reduction Amount upon satisfaction of the following (which must be completed within thirty (30) days of the Servicer’s receipt
of a third party Appraisal that indicates such Control Appraisal Period has occurred) (which such Appraisal the Special Servicer
will be required to deliver to the Controlling Noteholder within two (2) Business Days of receipt by the Special Servicer of such
third party Appraisal) together with the Special Servicer’s calculation of the Appraisal Reduction Amount applicable to Note
B-1-1: (i) such Controlling Noteholder shall have delivered as a supplement to the appraised value of the Mortgaged Property, in
the amount specified in clause (ii) below, to the Servicer, together with documentation acceptable to the Servicer in accordance
with the Servicing Standard to create and perfect a first priority security interest in favor of the Servicer on behalf of the
Note A Holders in such collateral (a) cash collateral for the benefit of, and acceptable to, the Servicer or (b) an unconditional
and irrevocable standby letter of credit with the Servicer as the beneficiary, issued by a bank or other financial institutions
the long term unsecured debt obligations of which


 






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


 


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


 






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


 


Section 6.     Appointment
of Controlling Noteholder Representative.


 


(a)  The
Controlling Noteholder 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 Noteholder Representative”). The Controlling
Noteholder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling
Noteholder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling
Noteholder may, at its option, in each case, act through the Controlling Noteholder Representative. The Controlling Noteholder
Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower),
including, without limitation, the Controlling Noteholder, any officer or employee of the Controlling Noteholder, any Affiliate
of the Controlling Noteholder or any other unrelated third party. No such Controlling Noteholder Representative shall owe any fiduciary
duty or other duty to any other Person (other than the Controlling Noteholder). All actions that are permitted to be taken by the
Controlling Noteholder under this Agreement may be taken by the Controlling Noteholder Representative acting on behalf of the Controlling
Noteholder and the Lead Securitization Noteholder shall accept such actions of the Controlling Noteholder Representative as actions
of the Controlling Noteholder. No Servicer, Operating Advisor, Asset Representations Reviewer, Trustee or Certificate Administrator
acting on behalf of the Lead Securitization Noteholder shall be required to recognize any Person as a Controlling Noteholder Representative
until the Controlling Noteholder has notified the Lead Securitization Noteholder (and any Servicer) of such appointment and, if
the Controlling Noteholder Representative is not the same Person as the Controlling Noteholder, the Controlling Noteholder Representative
provides the Lead Securitization Noteholder (and any Servicer) with written confirmation of its acceptance of such appointment,
an address, email 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, email addresses
and facsimile numbers). If the Lead Securitization Noteholder is the Controlling Noteholder and the Lead Securitization Note has
been securitized, no Controlling Noteholder Representative shall be appointed and the rights of the Lead Securitization Noteholder
exercisable by the Controlling Class Representative shall be as set forth in the Servicing Agreement. Similarly, if the Lead Securitization
Noteholder is the Controlling Noteholder, the rights of the Non-Lead Securitization Noteholders, shall be exercisable by a controlling
class representative or directing holder as set forth in the related Non-Lead Servicing Agreement.


 


(b)  Neither
the Controlling Noteholder Representative nor the Controlling Noteholder will have any liability to the other Noteholders or any
other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure
to give any consent pursuant to this Agreement or the Servicing Agreement, or errors in judgment,


 






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absent any loss, liability or
expense incurred by reason of its willful misconduct, bad faith or gross negligence. The Noteholders agree that the Controlling
Noteholder Representative and the Controlling Noteholder (whether acting in place of the Controlling Noteholder Representative
when no Controlling Noteholder Representative shall have been appointed hereunder or otherwise exercising any right, power or privilege
granted to the Controlling Noteholder hereunder) may take or refrain from taking actions, or give or refrain from giving consents,
that favor the interests of one Noteholder over any other Noteholder, and that the Controlling Noteholder Representative may have
special relationships and interests that conflict with the interests of a Noteholder and, absent willful misconduct, bad faith
or gross negligence on the part of the Controlling Noteholder Representative or the Controlling Noteholder, as the case may be,
agree to take no action against the Controlling Noteholder Representative, the Controlling Noteholder or any of their respective
officers, directors, employees, principals or agents as a result of such special relationships or interests, and that neither the
Controlling Noteholder Representative nor the Controlling Noteholder will 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 Noteholder.


 


(c)          If
the Lead Securitization Noteholder is the Controlling Noteholder, each Note B Holder acknowledges and agrees (i) all of the aforementioned
rights and obligations of the Controlling Noteholder and the Controlling Noteholder Representative set forth in Sections 5(f)
and 5(g) and this Section 6 shall be exercisable by the Lead Securitization Noteholder (or the applicable Person
specified in the Servicing Agreement) to the extent set forth in the Servicing Agreement and (ii) the Controlling Class Representative
may exercise all rights with respect to the Mortgage Loan and any decisions or consents or other powers with respect thereto as
are set forth in the Servicing Agreement.


 


Section 7.     Special
Servicer. The Controlling Noteholder, at its expense (including, without limitation, the reasonable costs and expenses of counsel
to any third parties and costs and expenses of the terminated Special Servicer), shall have the right to appoint a replacement
Special Servicer with respect to the Mortgage Loan. The Controlling Noteholder shall be entitled to terminate the rights and obligations
of the Special Servicer under the Servicing Agreement, with or without cause, upon at least ten (10) Business Days’ prior
notice to the Special Servicer (provided, however, that the Controlling Noteholder shall not be liable for any termination
or similar fee in connection with the removal of the Special Servicer in accordance with this Section 7); such termination
not be effective unless and until (A) each Rating Agency that rates a Non-Lead Securitization delivers a Rating Agency Confirmation
(to the extent any portion of the Mortgage Loan has been securitized) (in the case of DBRS, this requirement may be deemed satisfied
with respect to a Rating Agency Confirmation from DBRS if the successor Special Servicer has a Required Special Servicer Rating);
(B) the initial or successor Special Servicer has assumed in writing (from and after the date such successor Special Servicer
becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under the Servicing Agreement
from and after the date it becomes the Special Servicer as they relate to such Mortgage Loan pursuant to an assumption agreement
reasonably satisfactory to the Trustee; and (C) the Trustee shall have received an opinion of counsel reasonably satisfactory
to the Trustee to the effect that (x) the designation of such


 






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replacement to serve as Special Servicer is in compliance with
the Servicing Agreement, (y) such replacement will be bound by the terms of the Servicing Agreement with respect to such Mortgage
Loan and (z) subject to customary qualifications and exceptions, the applicable servicing agreement will be enforceable against
such replacement in accordance with its terms. The Lead Securitization Noteholder (or the Servicer on its behalf) shall promptly
provide copies to any terminated Special Servicer of the documents referred to in the preceding sentence. Prior to the Securitization,
if the Mortgage Loan becomes a Specially Serviced Mortgage Loan, and if not later than thirty (30) days after the Mortgage Loan
becomes a Specially Serviced Mortgage Loan the Controlling Noteholder elects to replace the Special Servicer, then each Noteholder
agrees that no liquidation fees or workout fees shall be payable to the Special Servicer being replaced, unless such Special Servicer
shall have either successfully completed a workout or a liquidation, in which case such fees shall be payable as provided herein.


 


Section 8.     Payment
Procedure.


 


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


 


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


 


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


 






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such Note B Holder will, at the Lead Securitization Noteholder’s (or the Servicer’s on its behalf)
request, promptly return that payment to the Lead Securitization Noteholder (or the Servicer on its behalf).


 


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


 


Section 9.     Limitation
on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability
to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach
of this Agreement on the part of such Noteholder; provided, that, notwithstanding any of the foregoing to the contrary,
each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the
related Securitization Servicing Agreement.


 


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


 


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


 






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rights or any omission by such Non-Lead Securitization
Noteholder to exercise such rights other than as described above; provided, however, that the related Non-Lead Servicer
must act in accordance with the servicing standard under the related Non-Lead Servicing Agreement and this Agreement.


 


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


 


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


 






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Section 11.     Cure
Rights of Controlling Noteholder.


 


(a)       Subject
to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any payment of principal or interest
on the Mortgage Loan by the end of the applicable grace period (the “Grace Period”) for such payment permitted
under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder shall
provide notice to the Controlling Noteholder Representative (unless a Control Appraisal Period has occurred and is continuing)
of such default (the “Monetary Default Notice”). If a Note B Holder (unless a Control Appraisal Period has occurred
and is continuing) has not cured such Monetary Default within five (5) Business Days after receipt by the Controlling Noteholder
Representative of the Monetary Default Notice, the Lead Securitization Noteholder shall deliver an additional copy of the Monetary
Default Notice that contains a statement in boldface font that this is a second notice and that the Note B Holders’ failure
to cure such Monetary Default within five (5) Business Days after receiving such second notice will result in the termination of
the right to cure such Monetary Default. The Note B Holders (unless a Control Appraisal Period has occurred and is continuing)
shall have the right, but not the obligation, to cure such Monetary Default after receiving the first Monetary Default Notice and
until the period ending five (5) Business Days after receiving the second Monetary Default Notice (the “Cure Period”)
and at no other times. At the time a payment is made to cure a Monetary Default, the Note B Holders (unless a Control Appraisal
Period has occurred and is continuing) shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances
(whether or not recoverable with respect to the A Notes, including principal and interest advances made with respect to the
Non-Lead Securitization Notes under the Non-Lead Servicing Agreements), Advance Interest Amounts, any unpaid fees to any Servicer
specifically provided for in the Servicing Agreement and any Additional Servicing Expenses. The Note B Holders (unless a Control
Appraisal Period has occurred and is continuing) shall not be required, in order to effect a cure hereunder, to pay any default
interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted
hereunder is made, such Monetary Default shall not be treated as an Event of Default by the Lead Securitization Noteholder (including
for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying,
amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title
by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the
Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization
Noteholder from collecting Default Interest or late charges from the Mortgage Loan Borrower and applying such amounts pursuant
to Section 3 or 4 hereof. Any amounts advanced by a Noteholder on behalf of the Mortgage Loan Borrower to effect
any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable.


 


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


 


(c)       No
action taken by any Note B Holder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower of its
obligations under the Mortgage


 






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


 


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


 


Section 12.     Purchase
of the A Notes By Note B Holder. Each Note B Holder shall have the right, by written notice to the Note A Holders (a “Noteholder
Purchase Notice”), delivered at any time an Event of Default under the Mortgage Loan has occurred and is


 






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continuing,
to purchase, in immediately available funds, the A Notes in whole but not in part at the applicable Defaulted Mortgage Loan Purchase
Price (any Note B Holder that exercises such right, the “Purchasing Note B Holder”). For avoidance of doubt,
if a Note B Holder elects to exercise its right to purchase a Note pursuant to this Section 12, it must purchase each A
Note. Upon the delivery of the Noteholder Purchase Notice to the Note A Holders, the Note A Holders shall sell (and the Purchasing
Note B Holder shall purchase) the A Notes (including, without limitation, any Notes therein) at the applicable Defaulted Mortgage
Loan Purchase Price, on a date (the “Defaulted Note Purchase Date”) not less than ten (10) and not more than
thirty (30) days after the date of the Noteholder Purchase Notice, as shall be mutually established by the Lead Securitization
Noteholder and the Purchasing Note B Holder. The Noteholder Purchase Notice shall contain a statement that the Purchasing Note
B Holder’s failure to purchase the A Notes on a Defaulted Note Purchase Date will result in the termination of such right
with respect to the applicable Event of Default. No subsequent Event of Default shall grant the Note B Holders a right to purchase
the A Notes unless, prior to such Event of Default, the Mortgage Loan becomes a “Corrected Loan” (as defined in the
Servicing Agreement). Each Note B Holder agrees that the sale of the A Notes shall comply with all requirements of the Servicing
Agreement and that all costs and expenses related thereto shall be paid by the Purchasing Note B Holder. The Defaulted Mortgage
Loan Purchase Price shall be calculated by the Lead Securitization Noteholder (or the Servicer on its behalf) three (3) Business
Days prior to the Defaulted Note Purchase Date (and such calculation shall be accompanied by a listing of all amounts included
in the Defaulted Mortgage Loan Purchase Price), and shall, absent manifest error, be binding upon the Purchasing Note B Holder.
Concurrently with the payment to the Note A Holders in immediately available funds of its respective portion of the applicable
Defaulted Mortgage Loan Purchase Price, the Note A Holders will execute at the sole cost and expense of the Purchasing Note B Holder
in favor of the Purchasing Note B Holder assignment documentation which will assign the A Notes, as applicable, and the Mortgage
Loan Documents without recourse, representations or warranties (except the Note A Holders, as applicable, will represent and warrant
that they had good and marketable title to, were the sole owners and holders of, and had power and authority to deliver the Mortgage
Loan or Notes, as applicable, free and clear of all liens and encumbrances (other than the interest created by Note B)). The right
of the Note B Holders to purchase the A Notes shall automatically terminate upon a foreclosure sale, sale by power of sale or delivery
of a deed in lieu of foreclosure with respect to the Mortgaged Property (and the Lead Securitization Noteholder shall give the
Note B Holders ten (10) days’ prior written notice of its intent with respect to such action). Notwithstanding the foregoing
sentence, if title to the Mortgaged Property is transferred to the Servicer (or other nominee on behalf of the Noteholders) less
than ten (10) days after the acceleration of the Mortgage Loan, the Lead Securitization Noteholder shall notify the Note B
Holders of such transfer and the Note B Holders shall have a fifteen (15) day period after the date of such notice from the
Lead Securitization Noteholder to deliver the Noteholder Purchase Notice to the Note A Holders, in which case the Purchasing Note
B Holder will be obligated to purchase the Mortgaged Property, in immediately available funds, within such fifteen (15) day
period at the applicable Defaulted Mortgage Loan Purchase Price. Any such purchase of the A Notes by the Purchasing Note B Holder
shall be free and clear of any liens.


 


Section 13.     Representations
of Note B Holder. Each Note B Holder, for itself only, represents, and it is specifically understood and agreed, that it is
acquiring its respective B Note for its own account in the ordinary course of its business and the Note A Holders shall


 






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


 


Each Note B Holder acknowledges
that the Note A Holders do not owe the Note B Holders any fiduciary duty with respect to any action taken under the Mortgage Loan
Documents and, except as provided herein, need not consult with the Note B Holders with respect to any action taken by the Note
A Holders in connection with the Mortgage Loan.


 


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


 


Section 14.     Representations
of the Initial A-1 Notes Holder and the Initial A-2 Notes Holder. Each of the Note A Holders represents and warrants that the
execution, delivery and performance of this Agreement is within its respective corporate powers, has been duly authorized by all
necessary corporate action, and does not contravene such Note A Holder’s charter or any law or contractual restriction binding
upon such Note A Holder, and that this Agreement is the legal, valid and binding obligation of such Note A Holder enforceable against
it in accordance with its terms. Each of the Note A Holders represents and warrants that it is duly organized, validly existing,
in good standing and possession of all licenses and authorizations necessary to carry on it respective business. Each of the Note
A Holders represents and warrants that (a) this Agreement has been duly executed and delivered by such Note A Holder, (b) to
such Note A 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


 






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performance of this Agreement by each of the Note
A Holders have been obtained or made and (c) to each Note A Holder’s actual knowledge, there is no pending action, suit
or proceeding, arbitration or governmental investigation against the Note A Holders, an adverse outcome of which would materially
and adversely affect its performance under this Agreement.


 


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


 


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


 


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


 


Section 18.     Other
Business Activities of the Noteholders. Each Noteholder acknowledges that the other Noteholders or their Affiliates may make
loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or any direct
or indirect parent or Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership interests
in the Mortgage Loan Borrower, any principal thereof or any Affiliate thereof or any entity that is a holder of a preferred
equity interest in the Mortgage Loan Borrower or any Affiliate thereof (each, a “Mortgage Loan Borrower Related
Party”), and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower Related


 






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Parties and
otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions
contemplated hereby were not in effect.


 


Section 19.     Sale
of the Notes.


 


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


 


(b)       Notwithstanding
the foregoing, each Note B Holder shall have the right, without the need to obtain the consent of any Note A Holder or any other
Person, to Transfer 49% or less (in the aggregate) of its interest in the applicable B Note to any Person; provided that
any such Transfer shall be made in accordance with the terms of this Section 19. Notwithstanding anything herein to
the contrary, the Note B Holders shall not Transfer all or any portion of any B 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.
All Transfers under Sections 19(a) and (b) shall be made upon written notice to the Note A Holders not later than
five (5) Business Days from the date of such Transfer, and each transferee shall (i) execute an assignment and assumption
agreement whereby such transferee assumes all or a ratable portion, as the case may be, of the obligations of the applicable Note
B Holder hereunder with respect to the applicable B Note from and after the date of such assignment (or, in the case, of a pledge,
collateral assignment or other encumbrance made in accordance with Section 19(e) by such Note B Holder of the applicable
B Note solely as security for a loan to such Note B Holder made by a third-party lender whereby such Note B Holder remains fully
liable under this Agreement, on or before the date on which such third-party lender succeeds to the rights of such Note B Holder
by foreclosure or otherwise, such third-


 






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


 


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


 


(d)       Each
of the Note A Holders shall have the right to Transfer all or any portion of the applicable A Note without the prior consent of
any Note B Holder (i) prior to an Event of Default, to any party other than the Mortgage Loan Borrower or any Mortgage Loan Borrower
Related Party and (ii) after an Event of Default and the expiration of the Cure Period, to any party, including the Mortgage Loan
Borrower and any Mortgage Loan Borrower Related Party; provided, however, that following any Transfer of an A Note,
the Mortgage Loan continues to be serviced in its entirety pursuant to the Servicing Agreement by a Servicer unaffiliated with
Mortgage Loan Borrower. Notwithstanding the foregoing, if a Note B Holder has delivered a Noteholder Purchase Notice, and the applicable
Defaulted Note Purchase Date


 






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has not passed, no Note A Holder shall Transfer all or any portion of any A Note to any Person other
than the Purchasing Note B Holder, unless the Purchasing Note B Holder fails to purchase the A Notes as contemplated in such Noteholder
Purchase Notice.


 


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


 






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transferee other than the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at
any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns,
as the successor to the pledging Noteholder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee
or Qualified Institutional Lender shall assume in writing the obligations of the pledging Noteholder hereunder accruing from and
after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions
of this Agreement. The rights of a Note Pledgee under this Section 19(e) shall remain effective as to any Noteholder
(and any Servicer) unless and until such Note Pledgee shall have notified any such Noteholder (and any Servicer, as applicable)
in writing that its interest in the pledged Note has terminated.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 20.     Registration
of Transfer. In connection with any Transfer of a Note (but excluding any Note Pledgee unless and until it realizes on its
Pledge), a transferee shall execute an assignment and assumption agreement whereby such transferee assumes all of the obligations
of the applicable Noteholder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this
Agreement, including the restriction on Transfers set forth in Section 19, from and after the date of such assignment. Notwithstanding
the preceding


 






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sentence, a Trustee shall not be required to execute an assignment and assumption agreement in connection with any
Transfer of a Note if the obligations are assumed pursuant to the Securitization Servicing Agreement. No transfer of a Note may
be made unless it is registered on the Note Register, and the Agent shall not recognize any attempted or purported transfer of
any Note in violation of the provisions of Section 19 and this Section 20. Any such purported transfer shall
be absolutely null and void and shall vest no rights in the purported transferee. Each Noteholder desiring to effect such transfer
shall, and does hereby agree to, indemnify the Agent and any other Noteholder against any liability that may result if the transfer
is not made in accordance with the provisions of this Agreement. Upon a Securitization of the Lead Securitization Note, the Servicer
shall automatically become and be the Agent.


 


Section 21.     Registration
of the Notes. The Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”) for
the registration and transfer of the Notes. The Agent shall serve as the initial Note registrar and the Agent hereby accepts such
appointment. The names and addresses of the holders of the Notes and the names and addresses of any transferee of any Note of which
the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in Section 20,
and the principal amounts (and stated interest) of the Note owing to each such Noteholder, shall be registered in the Note Register.
The entries in the Note Register shall be conclusive absent manifest error and the Person in whose name a Note is so registered
shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement, except in the case of the
Initial Noteholders who may hold their Notes through a nominee. Upon request of a Noteholder, the Agent shall provide such party
with the names and addresses of the Noteholders. To the extent another party is appointed as Agent hereunder, the Noteholders hereby
designate such person as its agent under this Section 21 solely for purposes of maintaining the Note Register. The parties
intend for the Mortgage Loan to be in registered form for U.S. federal income tax purposes under Section 5f.103-1(c) of the United
States Treasury Regulations.


 


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


 


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


 






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Section 24.     Cooperation
in Securitization.


 


(a)       Each
Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization and subject to the terms of the preceding sentence, (x) at the request of a Note A Holder, each Note
B Holder shall use reasonable efforts, at such Note A Holder’s expense, to satisfy, and to cooperate with such Note A Holder
in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Note A 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 such Note A 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 securitization parties or the Rating Agencies to effect the Securitization;
provided, however, that either in connection with the initial Securitization or otherwise at any time prior to such
initial Securitization no Note B Holder shall be required to modify or amend this Agreement or any Mortgage Loan Documents (or
consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the
interest allocable to, or the amount of any payments due to or priority of such payments, such Note B Holder or (ii) materially
increase such Note B Holder’s obligations or materially decrease such Note B Holder’s rights, remedies or protections.
In connection with the Securitization, each Note B Holder agrees to provide for inclusion in any disclosure document relating to
the related Securitization such information concerning such Note B Holder and the other Notes as the applicable Note A Holder reasonably
determines to be necessary or appropriate; and (y) each Note B Holder covenants and agrees that it shall reasonably cooperate
with the requests of each Rating Agency and the applicable Note A Holder in connection with the Securitization, as well as in connection
with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with
respect to any information relating to it and the other Notes in any Securitization document. Each Note B Holder acknowledges that
the information provided by it to the Note A Holders may be incorporated into the offering documents for a Securitization. The
Note A Holders and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, a Note B Holder.


 


(b)       Each
Note A Holder may, at its election, deliver to the Note B Holders drafts of the preliminary and final Securitization offering memoranda,
prospectus, preliminary prospectus and any other disclosure documents and the Servicing Agreement at such time as each Note B Holder
deems necessary or appropriate. Each Note B Holder may, at its election, review and comment thereon insofar as it relates to its
B Note and/or such Note B Holder, and, if a Note B Holder elects to review and comment, such Note B Holder shall review and comment
thereon as soon as possible (but in no event later than (i) in the case of the first draft thereof, two (2) Business Days after
receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline provided to the general working group of the
related Securitization for review and comment), and if a Note B Holder fails to respond within such time, such Note B Holder shall
be deemed to have elected to not comment thereon. In the event of any disagreement by a Note B Holder with respect to the preliminary
and final offering memoranda, prospectus, preliminary prospectus or any other disclosure documents the applicable Note A Holder’s
determination shall control. Each Note B Holder has no obligation and shall have no liability with respect to any


 






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such offering
documents other than the accuracy of any comments it elects to make regarding itself.


 


(c)       Notwithstanding
anything herein to the contrary, the Note A Holders acknowledge and agree that (i) no Note B Holder shall be required to incur
any out-of-pocket expenses in connection with a Securitization of an A Note and (ii) no Note B Holder shall be required to disclose
any of the beneficial owners of the managed account on behalf of which it is holding its B Note.


 


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


 


Section 26.     Submission
To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


(a)       SUBMITS
FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF
ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE 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.


 






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


 


Section 28.     Successors
and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and permitted assigns. Except as provided herein, none of the provisions of this Agreement shall
be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 19, each Noteholder may assign
or delegate its rights or obligations under this Agreement. Upon any such assignment, the assignee shall be entitled to all rights
and benefits of the applicable Noteholder hereunder, including, without limitation, the right to make further assignments and grant
additional Notes.


 


Section 29.     Counterparts.
This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the
same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or
by facsimile transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.


 


Section 30.     Captions.
The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended
to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction
of this Agreement.


 


Section 31.     Severability.
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or invalid under applicable laws, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Agreement.


 


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


 


Section 33.     Withholding
Taxes.


 


(a)       If
a Note A Holder or the Mortgage Loan Borrower shall be required by applicable law to deduct and withhold Taxes from interest, fees
or other amounts payable to any Note B Holder with respect to the Mortgage Loan as a result of such Note B Holder constituting
a Non-Exempt Person, the Lead Securitization Noteholder, in its capacity as servicer, shall be entitled to do so with respect to
such Note B Holder’s interest in such payment (all withheld amounts being deemed paid to such Note B Holder); provided
that the Note A Holder or the Mortgage Loan Borrower, as applicable, shall timely pay the full amount deducted or withheld to the
relevant governmental authority in accordance with applicable law and the Lead Securitization Noteholder shall furnish such Note
B Holder with a statement setting forth the


 






    63


     


    

 


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


 


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


 


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


 






    64


     


    

 


Securitization Noteholder shall not be obligated
to make any payment hereunder to any Note B Holder in respect of its respective B Note or otherwise until such Note B Holder shall
have furnished to the Lead Securitization Noteholder the requested forms, certificates, statements or documents.


 


Section 34.     Custody
of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than Non-Lead Securitization Notes and
the B Notes) will be held by the Lead Securitization Noteholder (or a custodian acting on behalf of the Lead Securitization Noteholder)
who shall act as secured party under the Mortgage Loan Documents on behalf of the registered holders of the Notes.


 


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


 


Section 36.     Notices.
All notices required hereunder shall be given by (i) writing and personally delivered, (ii) sent by facsimile transmission (during
business hours) if a party has provided a facsimile number, (iii) reputable overnight delivery service (charges prepaid), (iv)
sent by electronic mail containing language requesting the recipient to confirm receipt thereof if a party has provided an electronic
mail address and only if such electronic mail is promptly followed by a written notice or (v) certified United States mail, postage
prepaid return receipt requested, and addressed to the respective parties at their addresses set forth on Exhibit B hereto,
or at such other address as any party shall hereafter inform the other party by written notice given as aforesaid. All written
notices so given shall be deemed effective upon receipt.


 


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


 


Section 37.     Broker.
Each Noteholder represents to each other Noteholder that no broker was responsible for bringing about this transaction.


 


Section 38.     Certain
Matters Affecting the Agent.


 


(a)       The
Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any officer’s certificate
or assignment and assumption agreement delivered to the Agent pursuant to Section 20;


 






    65


     


    

 


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


 


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


 


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


 


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


 


(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.


 


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


 


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


 


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


 


Section
40.     Resizing. In connection with the Mortgage Loan, each Note B Holder agrees that if, in
connection with the Securitization, a Note A Holder determines that it is advantageous to resize the applicable A Note by
causing the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in either case, “New
Notes”) reallocating the principal of such Note to such New Notes, the Note B Holders shall cooperate with the
applicable Note A Holder to effect such resizing at such Note A Holder’s expense, as applicable;


 






    66


     


    

 


provided that
(i) the aggregate principal balance of all outstanding New Notes following the creation thereof is no greater than the
aggregate principal balance of such Note or Notes immediately prior to the creation of the New Notes, (ii) the weighted
average interest rate of all outstanding New Notes following the creation thereof is the same as the interest rate of the
related Note or Notes immediately prior to the creation of the New Notes, (iii) no such resizing shall (a) change
the interest allocable to, or the amount of any payments due to, the Note B Holders, or priority of such payments, or
(b) increase the Note B Holders’ obligations or decrease the Note B Holders’ rights, remedies or
protections and (iv) all New Notes pay on a Pro Rata and Pari Passu Basis and such reallocated or component notes shall be
automatically subject to the terms of this Agreement. In connection with the resizing of an A Note, the related Noteholder
may allocate its rights hereunder among the New Notes in any manner in its sole discretion. Any cap on a Note A
Holder’s obligation to pay the Note B Holders’ expenses pursuant to Section 24 of this Agreement shall not
apply to the Note B Holders’ expenses in connection with a resizing pursuant to this Section 40 or any
Securitization of a resized A Note. If the Controlling Noteholder so requests, the Noteholder holding the New Notes (and any
subsequent holder of such New Notes) shall execute, at the sole cost and expense of the Controlling Noteholder, a
confirmation of the continuing applicability of this Agreement to the New Notes, as so modified.


 


Section 41.     Conflict.
To the extent of any inconsistency between the Servicing Agreement, on one hand, and this Agreement, on the other, this Agreement
shall control.


 


[SIGNATURE PAGE FOLLOWS]


 






    67


     


    

 


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


 





	 	JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, as Initial A-1 Notes Holder and Initial Agent
	 	 	 
	 	By:	/s/ Simon B. Burce
	 	 	Name: Simon B. Burce
	 	 	Title: Vice President


 





	 	BANK OF AMERICA, N.A., as
Initial A-2 Notes Holder
	 	 	 
	 	By:	/s/ Steven Wasser
	 	 	Name: Steven Wasser
	 	 	Title: Managing Director


 





	 	JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, as Initial B-1 Notes Holder
	 	 	 
	 	By:	/s/ Simon B. Burce
	 	 	Name: Simon B. Burce
	 	 	Title: Vice President


 





	 	BANK OF AMERICA, N.A., as
Initial B-2 Notes Holder
	 	 	 
	 	By:	/s/ Steven Wasser
	 	 	Name: Steven Wasser
	 	 	Title: Managing Director


 


Gateway
Co-Lender Agreement


 






    


     

    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


A.       Description of
Mortgage Loan:


 


	Mortgage Loan:	Loan Agreement, dated as of May 19, 2017 between JPMorgan Chase Bank, National Association and Bank of America, N.A., collectively, as Lender and the entities set forth on Exhibit D hereto, as Borrower
	Mortgage Loan Borrower:	The entities set forth on Exhibit D hereto.
	Date of the Mortgage Loan and the Mortgage: 	May 19, 2017
	Initial Principal Amount of Mortgage Loan:	$523,000,000.00
	Location of Mortgaged Properties:	As set forth on Exhibit E hereto.
	Initial Maturity Date:	June 5, 2024


 


B.       Description of
Note Interests:


 


	Initial Note A-1-1 Principal Balance:	 $85,000,000
	Initial Note A-1-2 Principal Balance:	 $85,000,000
	Initial Note A-1-3 Principal Balance:	 $50,000,000
	Initial Note A-1-4 Principal Balance:	 $27,100,000
	Initial Note A-2-1 Principal Balance:	 $45,000,000
	Initial Note A-2-2 Principal Balance:	 $45,000,000
	Initial Note A-2-3 Principal Balance:	 $15,900,000
	Initial Note B-1-1 Principal Balance:	 $81,900,000



 






    A-1


     

    

 


	Initial Note B-1-2 Principal Balance:	 $21,000,000
	Initial Note B-1-3 Principal Balance:	 $5,600,000
	Initial Note B-1-4 Principal Balance:	 $5,600,000
	Initial Note B-1-5 Principal Balance:	 $4,900,000
	Initial Note B-2-1 Principal Balance:	 $35,100,000
	Initial Note B-2-2 Principal Balance:	 $9,000,000
	Initial Note B-2-3 Principal Balance:	 $2,400,000
	Initial Note B-2-4 Principal Balance:	 $2,400,000
	Initial Note B-2-5 Principal Balance:	 $2,100,000
	Initial Note A-1-1 Percentage Interest: 	16.2523901%
	Initial Note A-1-2 Percentage Interest: 	16.2523901%
	Initial Note A-1-3 Percentage Interest:	9.5602294%
	Initial Note A-1-4 Percentage Interest:	5.1816444%
	Initial Note A-2-1 Percentage Interest: 	8.6042065%
	Initial Note A-2-2 Percentage Interest: 	8.6042065%
	Initial Note A-2-3 Percentage Interest:	3.0401530%
	Initial Note B-1-1 Percentage Interest:	15.6596558%
	Initial Note B-1-2 Percentage Interest:	4.0152964%
	Initial Note B-1-3 Percentage Interest:	1.0707457%
	Initial Note B-1-4 Percentage Interest:	1.0707457%
	Initial Note B-1-5 Percentage Interest:	0.9369025%



 






    A-2


     

    

 


	Initial Note B-2-1 Percentage Interest:	6.7112811%
	Initial Note B-2-2 Percentage Interest:	1.7208413%
	Initial Note B-2-3 Percentage Interest:	0.4588910%
	Initial Note B-2-4 Percentage Interest:	0.4588910%
	Initial Note B-2-5 Percentage Interest:	0.4015296%
	Initial Note A-1-1 Rate:	3.56283%
	Initial Note A-1-2 Rate:	3.56283%
	Initial Note A-1-3 Rate:	3.56283%
	Initial Note A-1-4 Rate:	3.56283%
	Initial Note A-2-1 Rate:	3.56283%
	Initial Note A-2-2 Rate:	3.56283%
	Initial Note A-2-3 Rate:	3.56283%
	Initial Note B-1-1 Rate:	5.40000%
	Initial Note B-1-2 Rate:	5.40000%
	Initial Note B-1-3 Rate:	5.40000%
	Initial Note B-1-4 Rate:	5.40000%
	Initial Note B-1-5 Rate:	5.40000%
	Initial Note B-2-1 Rate:	5.40000%
	Initial Note B-2-2 Rate:	5.40000%
	Initial Note B-2-3 Rate:	5.40000%
	Initial Note B-2-4 Rate:	5.40000%



 






    A-3


     

    

 


	Initial Note B-2-5 Rate:	5.40000%



 






    A-4


     

    

 


EXHIBIT B


 


Initial Note A-1-1 Holder:

JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Thomas Nicholas Cassino, Esq.

Facsimile No.: (212) 834-6029


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP





227 West Trade Street





Charlotte, North Carolina 28202





Attention: David Burkholder, Esq.





Facsimile No.: (704) 348-5200


 


Initial Note A-1-2 Holder:

JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Thomas Nicholas Cassino, Esq.

Facsimile No.: (212) 834-6029


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 






    B-1


     

    

 


with a copy to:



Cadwalader, Wickersham & Taft LLP





227 West Trade Street





Charlotte, North Carolina 28202





Attention: David Burkholder, Esq.





Facsimile No.: (704) 348-5200


 


Initial Note A-1-3 Holder:

JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Thomas Nicholas Cassino, Esq.

Facsimile No.: (212) 834-6029


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP





227 West Trade Street





Charlotte, North Carolina 28202





Attention: David Burkholder, Esq.





Facsimile No.: (704) 348-5200


 


Initial Note A-1-4 Holder:

JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Thomas Nicholas Cassino, Esq.

Facsimile No.: (212) 834-6029


 






    B-2


     

    

 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP





227 West Trade Street





Charlotte, North Carolina 28202





Attention: David Burkholder, Esq.





Facsimile No.: (704) 348-5200


 


Initial Note A-2-1 Holder:

Bank of America, N.A.



Notice Address:

Bank of America, N.A.

NC1-027-15-01





214 North Tryon Street





Charlotte, North Carolina 28255





Attention: Steven L. Wasser





Email: steve.l.wasser@baml.com


 


with a copy to:



Bank of America Corporation





NC1-027-18-05





214 North Tryon Street





Charlotte, North Carolina 28255





Attention: W. Todd Stillerman, Esq.





Email: william.stillerman@bankofamerica.com


 


Initial Note A-2-2 Holder:

Bank of America, N.A.



Notice Address:

Bank of America, N.A.

NC1-027-15-01





214 North Tryon Street





Charlotte, North Carolina 28255





Attention: Steven L. Wasser





Email: steve.l.wasser@baml.com


 






    B-3


     

    

 


with a copy to:



Bank of America Corporation





NC1-027-18-05





214 North Tryon Street





Charlotte, North Carolina 28255





Attention: W. Todd Stillerman, Esq.





Email: william.stillerman@bankofamerica.com


 


Initial Note A-2-3 Holder:

Bank of America, N.A.



Notice Address:

Bank of America, N.A.

NC1-027-15-01





214 North Tryon Street





Charlotte, North Carolina 28255





Attention: Steven L. Wasser





Email: steve.l.wasser@baml.com


 


with a copy to:



Bank of America Corporation





NC1-027-18-05





214 North Tryon Street





Charlotte, North Carolina 28255





Attention: W. Todd Stillerman, Esq.





Email: william.stillerman@bankofamerica.com


 


Initial Note B-1-1 Holder:

JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Thomas Nicholas Cassino, Esq.

Facsimile No.: (212) 834-6029


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 






    B-4


     

    

 


with a copy to:



Cadwalader, Wickersham & Taft LLP





227 West Trade Street





Charlotte, North Carolina 28202





Attention: David Burkholder, Esq.





Facsimile No.: (704) 348-5200


 


Initial Note B-1-2 Holder:

JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Thomas Nicholas Cassino, Esq.

Facsimile No.: (212) 834-6029


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP





227 West Trade Street





Charlotte, North Carolina 28202





Attention: David Burkholder, Esq.





Facsimile No.: (704) 348-5200


 


Initial Note B-1-3 Holder:

JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Thomas Nicholas Cassino, Esq.

Facsimile No.: (212) 834-6029


 






    B-5


     

    

 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP





227 West Trade Street





Charlotte, North Carolina 28202





Attention: David Burkholder, Esq.





Facsimile No.: (704) 348-5200


 


Initial Note B-1-4 Holder:

JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Thomas Nicholas Cassino, Esq.

Facsimile No.: (212) 834-6029


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP





227 West Trade Street





Charlotte, North Carolina 28202





Attention: David Burkholder, Esq.





Facsimile No.: (704) 348-5200


 






    B-6


     

    

 


Initial Note B-1-5 Holder:

JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Thomas Nicholas Cassino, Esq.

Facsimile No.: (212) 834-6029


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP





227 West Trade Street





Charlotte, North Carolina 28202





Attention: David Burkholder, Esq.





Facsimile No.: (704) 348-5200


 


Initial Note B-2-1 Holder:

Bank of America, N.A.



Notice Address:

Bank of America, N.A.

NC1-027-15-01





214 North Tryon Street





Charlotte, North Carolina 28255





Attention: Steven L. Wasser





Email: steve.l.wasser@baml.com


 


with a copy to:



Bank of America Corporation





NC1-027-18-05





214 North Tryon Street





Charlotte, North Carolina 28255





Attention: W. Todd Stillerman, Esq.





Email: william.stillerman@bankofamerica.com


 






    B-7


     

    

 


Initial Note B-2-2 Holder:

Bank of America, N.A.



Notice Address:

Bank of America, N.A.

NC1-027-15-01





214 North Tryon Street





Charlotte, North Carolina 28255





Attention: Steven L. Wasser





Email: steve.l.wasser@baml.com


 


with a copy to:



Bank of America Corporation





NC1-027-18-05





214 North Tryon Street





Charlotte, North Carolina 28255





Attention: W. Todd Stillerman, Esq.





Email: william.stillerman@bankofamerica.com


 


Initial Note B-2-3 Holder:

Bank of America, N.A.



Notice Address:

Bank of America, N.A.

NC1-027-15-01





214 North Tryon Street





Charlotte, North Carolina 28255





Attention: Steven L. Wasser





Email: steve.l.wasser@baml.com


 


with a copy to:



Bank of America Corporation





NC1-027-18-05





214 North Tryon Street





Charlotte, North Carolina 28255





Attention: W. Todd Stillerman, Esq.





Email: william.stillerman@bankofamerica.com


 


Initial Note B-2-4 Holder:

Bank of America, N.A.



Notice Address:

Bank of America, N.A.

NC1-027-15-01





214 North Tryon Street


 






    B-8


     

    

 


Charlotte, North Carolina 28255





Attention: Steven L. Wasser





Email: steve.l.wasser@baml.com


 


with a copy to:



Bank of America Corporation





NC1-027-18-05





214 North Tryon Street





Charlotte, North Carolina 28255





Attention: W. Todd Stillerman, Esq.





Email: william.stillerman@bankofamerica.com


 


Initial Note B-2-5 Holder:

Bank of America, N.A.



Notice Address:

Bank of America, N.A.

NC1-027-15-01





214 North Tryon Street





Charlotte, North Carolina 28255





Attention: Steven L. Wasser





Email: steve.l.wasser@baml.com


 


with a copy to:



Bank of America Corporation





NC1-027-18-05





214 North Tryon Street





Charlotte, North Carolina 28255





Attention: W. Todd Stillerman, Esq.





Email: william.stillerman@bankofamerica.com


 




    B-9


     

    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 


		1.	Angelo Gordon






		2.	Annaly Capital Management






		3.	Apollo Global Management






		4.	Ares Management, L.P.






		5.	Athene Asset Management, L.P.






		6.	Axonic Capital LLC






		7.	BlackRock, Inc.






		8.	The Blackstone Group LP






		9.	Brookfield Asset Management Inc.






		10.	Clarion Partners






		11.	Colony Northstar, Inc.






		12.	Fortress Investment Group LLC






		13.	Garrison Investment Group






		14.	Goldman, Sachs & Co.






		15.	H/2 Capital Partners






		16.	iStar Financial Inc.






		17.	JPMorgan Asset Management






		18.	KKR Real Estate Finance Holdings L.P. / Kohlberg Kravis
Roberts & Co. L.P.






		19.	LoanCore Capital LLC






		20.	Lone Star Funds






		21.	Loomis Sayles & Company LP






		22.	Metropolitan Life Insurance Company / MetLife Real Estate
Investments






		23.	Oaktree Capital Group LLC






		24.	Och – Ziff Capital Management Group LLC






		25.	One William Street Capital Management, L.P.






		26.	Oxford Properties Group






		27.	Praedium Group






		28.	Principal Life Insurance Company






		29.	Prudential Real Estate Investors / Prudential Investment
Management






		30.	Rialto Capital Advisors, LLC






		31.	Rialto Capital Management, LLC






		32.	Rockwood Capital






		33.	Shelter Growth Capital Partners LLC






		34.	Starwood Capital Group/Starwood Property Trust






		35.	Square Mile Capital Management LLC






		36.	Torchlight Investors



		37.	Walton Street Capital, LLC



		38.	Waterfall Asset Management LLC



		39.	Westbrook Partners






		40.	Western Asset Management Company






		41.	WestRiver Capital



 




    C-1


     

    

 


EXHIBIT D


 


BORROWER


 


	ETCL Richmond, LLC
	ETCL Westerville ADS, LLC
	ETCL Fort Wayne, LLC
	ETCL Ankeny, LLC
	ETCL Grand Rapids, LLC
	ETCL Mounds View, LLC
	ETCL Springfield, LLC
	ETCL Wausau, LLC
	ETCL Mansfield, LLC
	KIRCO ETCL CH Distribution II, LLC
	ETCL Carrier, LLC
	ETCL Fort Myers, LLC
	ETCL Fort Myers Parking, LLC
	ETCL Woodlands, LLC
	ETCL Seguin Dist, LLC
	ETCL Staunton, LLC
	ETCL Stratford, LLC
	ETCL Broomfield, LLC
	ETCL Phoenix FC, LLC
	ETCL Pompano, LLC
	ETCL Pure Lafayette, LLC
	ETCL Vegas, LLC
	ETCL Tempe, LLC
	ETCL H&E Columbia, LLC
	ETCL H&E Greer, LLC
	ETCL H&E New Orleans, LLC
	ETCL H&E Oklahoma City, LLC
	ETCL H&E San Antonio, LLC
	ETCL Novi HB, LLC
	ETCL Dallas I, LLC
	ETCL New Braunfels, LLC
	ETCL Salisbury, LLC
	ETCL Toledo, LLC
	ETCL Franklin Pro-Packaging, LLC
	ETCL Franklin Trans-Packaging, LLC



 






    D-1


     

    

 


	ETCL Russellville, LLC
	ETCL Fort Worth Ski, LLC
	ETCL Longwood, LLC
	ETCL Birmingham, LLC
	ETCL Shakopee, LLC
	ETCL Northpark, LLC
	ETCL Sparrows Point, LLC
	ETCL Barry Pointe Plasma, LLC
	ETCL Casselberry Plasma, LLC



 






    D-2


     

    

 


EXHIBIT E


 


PROPERTY LOCATIONS


 


	Property	Address 
	Alfa Laval	5400 International Trade Drive, Richmond, VA
	Alliance Data	220 West Schrock Road, Columbus, OH 
	BAE	4300 Airport Expressway, Fort Wayne, IN
	Baxalta (Ankeny)	1985 NE 78th Avenue, Ankeny, IA
	Baxalta (Grand Rapids)	4020 Sparks Drive SE, Grand Rapids, MI
	Baxalta (Mounds View)	2325 County Rd. 10 & 2300 County Rd. H2, Mounds View, MN
	Baxalta (Springfield)	1815 McCurry Road, Springfield, MO
	Baxalta (Wausau)	3201 Rib Mountain Drive, Wasau, WI
	Cameron International	2503 S. Main Street, Mansfield, PA
	Cardinal Health	6000 Rosa Parks Blvd, Detroit, MI
	Carrier 	16011 Applewhite Road, San Antonio, TX
	Comcast	12645 Corporate Lakes Drive, Ft. Myers, FL
	Emerus	8686 New Trails Drive, Houston, TX
	FCA/Caterpillar	2348 FM 464 / Seguin, San Antonio, TX
	FedEx BTS (Staunton)	3 Industrial Way, Staunton, VA
	FedEx BTS (Stratford)	Corner of Lordship Blvd. & Long Beach Blvd., Stratford, CT
	First Choice ER (Denver)	11820 Destination Drive, Broomfield, CO
	First Choice ER (Phoenix)	7171 S. 51st Avenue, Phoenix, AZ
	GE Aviation (FL)	2705 Gateway Drive, Pompano Beach, FL
	General Electric Company	3720 US Highway 52 South, Lafayette, IN
	Gerdau	4265 Tompkins Avenue, Las Vegas, NV
	GoDaddy	8025 & 8027 South Science Drive, Tempe, AZ
	H&E Equipment (Columbia)	1031 Buckner Park Drive, Columbia, SC
	H&E Equipment (Greer)	585 Brookshire Road, Greer, SC
	H&E Equipment Services (New Orleans, LA)	4202 Almonaster Ave., New Orleans, LA
	H&E Equipment (Oklahoma City)	10700 NW 4th Street, Oklahoma City, OK
	H&E Equipment (San Antonio)	5327 & 5423 Tex-Con Rd, San Antonio, TX
	Harman Becker	30001 Cabot Drive, Novi, MI
	Hitachi	1375 N. 28th Avenue, DFW Airport, TX
	LKQ BTS (New Braunfels)	One Mile West of Watson Lane West and I-35, New Braunfels, TX
	LKQ (Salisbury)	1001 Carrier Drive, Charlotte, NC



 






    E-1


     

    

 


	LKQ Heavy Trucks	6180 Hagman Road, Toledo, OH
	Quad Graphics - Proteus	1,2,3 & 4 World Packaging Drive, Franklin, WI
	Quad Graphics - Transpak	1,2,3 & 4 World Packaging Drive, Franklin, WI
	Saint Gobain	30 Sibley Drive, Russellville, AL
	Sikorsky	1727 South Main Drive, DFW Airport, TX
	Synchrony Financial	140 Wekiva Springs Road, Orlando, FL
	T-Mobile	820 Tom Martin Drive, Birmingham, AL
	Tyco Electronics	501 Shenandoah Drive, Minneapolis, MN
	Vatterott	8580 Evans Avenue, St. Louis, MO
	FedEx (Baltimore)	101 Bethlehem Boulevard, Baltimore, MD
	Baxalta (Barry Pointe)	NE 82nd Terrace, Kansas City, MO
	Baxalta (Casselberry)	1385 State Road 436, Orlando, FL 



 






    E-2


     

    

 


EXHIBIT F


 


PORTFOLIO INTEREST CERTIFICATION


 


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


 


Pursuant to the provisions
of Section 33 [Withholding Taxes] of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the B Note evidencing such B-Note in respect of which it is providing this certificate, (ii) it is not a bank within the
meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section
871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C)
of the Code.


 


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


 


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


 


[NAME OF LENDER]


 





	By:	 	 
	 	 	 
	 	Name:	 
	 	Title:	 


 


Date: ________ __, 20[
]


 






    E-1