Exhibit 4.14 

 


EXECUTION VERSION


 


CO-LENDER AGREEMENT




 


Dated as of September 30, 2016



by and between




 


BENEFIT STREET PARTNERS CRE FINANCE LLC



(Initial Note A Holder)


 


and


 


BENEFIT STREET PARTNERS CRE FINANCE LLC



(Initial Note B Holder)


 


Arkansas Hotel Portfolio


 









    


     


    

 


THIS AGREEMENT BETWEEN
NOTEHOLDERS (“Agreement”), dated as of September 30, 2016 by and between BENEFIT STREET PARTNERS CRE FINANCE
LLC, a Delaware limited liability company, having an address at 9 West 57th Street, Suite 4920, New York, New York 10019 (together
with its successors and assigns in interest, in its capacity as initial owner of the Note A, the “Initial Note A Holder”,
and in its capacity as the initial agent, the “Initial Agent”) and BENEFIT STREET PARTNERS CRE FINANCE LLC,
a Delaware limited liability company, having an address at 9 West 57th Street, Suite 4920, New York, New York 10019 (together with
its successors and assigns in interest, in its capacity as initial owner of the Note B, the “Initial Note B Holder”
and, together with the Initial Note A Holder, the “Initial Noteholders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), Benefit Street Partners CRE Finance LLC originated a certain loan described on
the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”)
to the mortgage loan borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which
is currently evidenced, inter alia, by (i) that certain Promissory Note A, dated as of September 30, 2016 made by
the Mortgage Loan Borrower in favor of the Initial Note A Holder, in the original principal amount of $10,000,000.00 (as amended,
modified or supplemented, “Note A”) and (ii) that certain Promissory Note B, dated as of September 30, 2016
made by the Mortgage Loan Borrower in favor of the Initial Note B Holder, in the original principal amount of $1,100,000.00 (as
amended, modified or supplemented, “Note B”), and secured by that certain Mortgage, Assignments of Leases and
Rents and Security Agreement (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 (the “Mortgaged Property”);
and


 


WHEREAS, BSP intends
to sell, transfer and assign its right, title and interest in and to Note A to J.P. Morgan Chase Commercial Mortgage Securities
Corp. (“JPMCC”), as depositor, pursuant to a Mortgage Loan Purchase Agreement to be dated as of September 30,
2016, by and between JPMCC, as purchaser, BSP, as seller, and Benefit Street Partners CRE Conduit Company, L.P., and JPMCC intends
to transfer its right, title and interest in and to Note A to Wells Fargo Bank, National Association, as trustee for the JPMCC
Commercial Mortgage Securities Trust 2016-JP3 under a pooling and servicing agreement, dated as of September 1, 2016 (the
“Note A PSA”), among JPMCC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, Torchlight Loan Services, LLC, as special servicer, Pentalpha Surveillance LLC, as operating advisor and as
asset representations reviewer, Wells Fargo Bank, National Association, as certificate administrator, and Wells Fargo Bank, National
Association, as trustee (such sales, transfers and assignments, the “Note A Securitization”);


 


WHEREAS, the Initial
Noteholders desire to enter into this Agreement to memorialize the terms under which the Note A Holder and the Note B Holder are
holding and will hold Note A and Note B, 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.


 


“Acceptable
Insurance Default”  shall have the meaning assigned to such term in the Servicing Agreement.


 


“Additional
Servicing Expenses” shall mean (a) all Servicing Advances, fees and/or expenses incurred by and reimbursable to any Servicer
or Trustee pursuant to the Servicing Agreement, and (b) all interest accrued on Advances made by (x) any Servicer or Trustee in
accordance with the terms of the Servicing Agreement.


 


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


 


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


 


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


 


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


 


“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
9 West 57th Street, Suite 4920, New York, New York 10019, and which is the address to which notices to and correspondence with
the Agent should be directed. The Agent may change the address of its designated office by notice to the Noteholders.


 


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


 


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


 


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


 






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“Asset Representations
Reviewer” shall mean Pentalpha Surveillance LLC or its successor in interest, or any successor Asset Representations
Reviewer appointed as provided in the Servicing Agreement.


 


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


 


“B Note”
shall mean the Note B.


 


“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.


 


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


 


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


 


“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).


 


“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.


 






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


 


(a)            
(1) the initial 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, the Note B after the date of creation of the Note B, (y)
any Appraisal Reduction Amount for the Mortgage Loan that is allocated to the Note B and (z) any losses realized with respect to
any Mortgaged Property or the Mortgage Loan that are allocated to the Note B, is less than


 


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


 


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


 


“Controlling
Noteholder” shall mean as of any date of determination (i) the Note B 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 Holder; provided that
at any time Note A is the Controlling Noteholder and is included in the Note A Securitization, references to the “Controlling
Noteholder” herein shall mean the holders of the majority of the class of securities issued in the Note A 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 Noteholder of Note B would be the Controlling
Noteholder pursuant to the terms hereof, but any interest in such Note B 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. As of the Closing Date,
the Controlling Noteholder will be the Noteholder of Note B.


 


“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.


 


“Defaulted Mortgage
Loan Purchase Price” shall mean the sum, without duplication, of (a) the Principal Balance of Note A, (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


 






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is
the purchaser, the Defaulted Mortgage Loan Purchase Price shall include Prepayment Premiums, default interest, late fees, exit
fees and any other similar fees, (d) without duplication of amounts under clause (c), any unreimbursed property protection
or servicing Advances and any expenses incurred in enforcing the Mortgage Loan Documents (including, without limitation, servicing
Advances payable or reimbursable to any Servicer, and earned and unreimbursed special servicing fees), (e) without duplication
of amounts under clause (c), any accrued and unpaid Advance Interest Amount, (f) 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 Note A pursuant to this Agreement. Notwithstanding
the foregoing, if the 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 a REO Property, for purposes of determining the Defaulted Mortgage Loan Purchase Price,
interest will be deemed to continue to accrue on Note A 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 Holder under this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Indemnified
Parties” shall mean, collectively, (i) (as and to the same extent the Note A Securitization Trust is required to indemnify
each of the following parties in respect of other mortgage loans in the Note A 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 Note A PSA in respect of other mortgage loans) and (ii)
the Note A Securitization Trust.


 


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


 


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


 


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


 


“Initial Noteholders”
shall mean, collectively, the Initial Note A Holder and the Initial Note B 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.


 


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


 


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


 






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“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 have the meaning given to such term or any one or more analogous terms in the Note A PSA.


 


“Master Servicer”
shall mean Midland Loan Services, a Division of PNC Bank, National Association or its successor in interest, or any successor Master
Servicer appointed as provided 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 mean have the meaning assigned to such term in the Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the mortgage loan agreement, dated as of July 26, 2016, between the Mortgage Loan Borrower and
Benefit Street Partners CRE Finance LLC, 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 have the meaning assigned to such term in the recitals.


 


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


 






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“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.


 


“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 the Note A Rate minus the Servicing Fee Rate applicable to Note A.


 


“Net Note B
Rate” shall mean the Note B Rate minus the Servicing Fee Rate applicable to Note B.


 


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


 


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


 


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


 


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


 


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


 


“Noteholder”
shall mean any of the Note A Holder and the Note B Holder, as applicable.


 


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


 


“Note”
shall mean either of Note A and Note B, as applicable.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Note A Securitization
Note” shall mean Note A.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“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 and the Note B Default Rate would exceed the maximum rate permitted by applicable law,
the note default interest spread shall equal (i) the rate at which the weighted average of the Note A Default Rate and the Note
B Default Rate 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 either of the Note A Rate and the Note B Rate, as applicable.


 


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


 


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


 


“P&I Advance”
shall mean an advance made by a party to the Servicing Agreement in respect of a delinquent monthly debt service payment on the
Note A Securitization Note.


 


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


 


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


 


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


 


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


 


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


 


“Principal Balance”
shall mean either of the Note A Principal Balance and the Note B Principal Balance, as applicable.


 


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


 






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


 


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


 


(c)          
one or more of the following:


 


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


 


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


 


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


 


(iv)       
an investment fund, limited liability company, limited partnership or general partnership having capital and/or capital
commitments of at least


 






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$250,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified Institutional
Lender under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities referred to in
clause (i) or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager
responsible for the day-to-day management and operation of such investment vehicle and provided that at least 50% of the
equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified
Institutional Lenders (without regard to the capital surplus/equity and total asset requirements set forth below in the definition),
or


 


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


 


in the case of any entity referred to in clause (c)(i), (ii), (iv)(B) or (v) of this definition, (x) such entity has
at least $250,000,000 in capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory firm
or similar fiduciary) and at least $750,000,000 in total assets (in name or under management), and (y) is regularly engaged
in the business of making or owning commercial real estate loans (or interests therein) similar to the Mortgage Loan (or mezzanine
loans with respect thereto) or owning or operating commercial real      estate properties; provided
that, in the case of the entity described in clause (iv)(B) above, the requirements of this clause (y) may be satisfied
by a general partner, managing member, or    the fund manager responsible for the day-to-day management and operation
of such entity; or


 


(d)         
any entity Controlled by any of the entities described in clause (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 to rate the securities issued in


 






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


 


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


 


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


 


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


 


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


 


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


 






    13


     


    

 


material factor in such rating action, and (v)
in the case of DBRS or KBRA, as applicable, has not cited servicing concerns of such special servicer as the sole or material factor
in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a
ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination.


 


“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 Services, and its successors in interest.


 


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan, any
other Event of Default for which the Mortgage Loan is actually accelerated or any other Event of Default which causes the Mortgage
Loan to become a Specially Serviced Mortgage Loan, or any bankruptcy or insolvency event that constitutes an Event of Default;
provided, however, that unless the Servicer under the Servicing Agreement has notice or knowledge of such event at
least ten (10) Business Days prior to the applicable distribution date, distributions will be made sequentially beginning on the
subsequent distribution date; provided, further, that the aforementioned requirement of notice or knowledge will
not apply in the case of distribution of the final proceeds of a liquidation or final disposition of the Mortgage Loan. A Sequential
Pay Event shall no longer exist to the extent it has been cured (including any cure payment made by the 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 the Note A PSA; provided that in the event that Note A is no longer an asset of the trust fund created pursuant to the
Note A PSA, the term “Servicing Agreement” shall refer to the subsequent servicing agreement entered into pursuant
to Section 2.


 


“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.


 






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


 


“Special Servicer”
shall mean Torchlight Loan Services, LLC, or its successor in interest, or any successor Special Servicer appointed as provided
in the Servicing Agreement and this Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Trustee”
shall mean Wells Fargo Bank, National Association or its successor in interest, or any successor 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 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.


 






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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 pursuant to the Note A PSA; 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 Note A if such principal or interest is not paid by the Mortgage
Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to
the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms
of the Note A PSA. The Note B Holder acknowledges that the Note A may elect, in its sole discretion, to include the Note A in the
Note A Securitization and agrees that it will, subject to Section 24, reasonably cooperate with the Note A Holder at
the Note A Holder’s sole cost and expense to effect such Note A 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 Note A PSA 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 Note A PSA. Each Noteholder hereby
irrevocably appoints the Master Servicer, the Special Servicer and the Trustee in the Note A 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 Note A PSA (subject at all times to the rights of the Noteholder set forth herein and in the Servicing
Agreement). In no event shall the Servicing Agreement require the Servicer to enforce the rights of any Noteholder or limit the
Servicer in enforcing the rights of one Noteholder against the other Noteholder; however, this statement shall not be construed
to otherwise limit the rights of one Noteholder with respect to the other Noteholder.


 


(b)          
In no event shall the Note B Holder be entitled to exercise any rights of the “directing holder” consulting
class or any analogous class or holder under the Note A PSA except to the extent the 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 Note A PSA change the interest allocable to, or the amount of any payments due to, the Note B Holder
or  materially increase the Note B Holder’s or the Controlling Noteholder’s obligations or materially decrease
the Controlling Noteholder’s or the Note B Holder’s rights, remedies or protections hereunder. The Note A PSA shall
require the Master Servicer and Special Servicer to service the Mortgage Loan in accordance with the terms of this Agreement, including
the rights of the Note B Holder hereunder.


 


(d)          
The Note A PSA shall contain provisions to the effect that:


 


(i)           
any payments received on the Mortgage Loan shall be paid by the Master Servicer to each of the other Noteholders on the
“master servicer remittance date” under the Note A PSA;


 


(ii)          
the Note B Holder shall be entitled to receive, and the Master Servicer and the Special Servicer shall provide, any information,
relating to the Mortgage Loan, the Mortgage Loan Borrower or the Mortgaged Property as such Person may reasonably


 






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request and in
the possession of, or collected or known by, the Master Servicer or Special Servicer relating to the Mortgage Loan and, in any
event, all information that is required to be provided to the “Directing Certificateholder” or analogous term under
the Note A PSA but not limited to standard CREFC® reports, provided that if an interest in Note B or the Note B
Holder is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, then the Note B Holder 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 Note A PSA;


 


(iii)          
each Noteholder is an intended third party beneficiary in respect of the rights afforded it under the Note A PSA and may
directly enforce such rights; and


 


(iv)           the
Note A PSA may not be amended without the consent of the Note B Holder if such amendment would materially and adversely affect
the Mortgage Loan or the Note B Holder’s rights with respect thereto.


 


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


 


(f)  
At any time after the Note A Securitization Date that the Note A is no longer subject to the provisions of the Note A PSA,
the Note A Holder 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 Note B Holder, in substance, to those in the Note A PSA, and (ii) cause the applicable
Servicers to service and administer the Mortgage Loan in accordance with the Servicing Standard as set forth in the Note A PSA,
and all references herein to the “Note A PSA” shall mean such subsequent servicing agreement; provided, however, that
until a replacement servicing agreement has been entered into, the Note A Holder shall cause the Mortgage Loan to be serviced in
accordance with the servicing provisions set forth in the Note A PSA as if such agreement was still in full force and effect with
respect to the Mortgage Loan, provided, however, that the Servicer under the Note A PSA shall have no further obligations to make
P&I Advances; 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 Note A Holder and does not have to be performed by the service providers set forth under the Note A PSA. The Note A Holder
shall provide the Note B Holder with a reasonable opportunity to review and comment on any replacement Servicing Agreement, and
the Note B Holder agrees to reasonably negotiate the final terms of such servicing agreement as promptly as reasonably possible
upon receipt of any proposed revisions.


 


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


 


Section 3.            
Subordination of the B Notes; Payments Prior to a Sequential Pay Event. The B Note and the right of the Note B Holder
to receive payments of interest, principal


 






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and other amounts with respect to the B Note shall at all times be junior, subject and
subordinate to Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect
to Note A 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 this Mortgage
Loan (including any Penalty Changes) pursuant to the Servicing Agreement, shall be applied by the Note A Holder (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 Holder in an amount equal to the accrued and unpaid interest on the Note A Principal Balance at the
Net Note A Rate;


 


(b) 
second, to the Note A Holder in an amount equal to its pro rata share (based on its Percentage Interest) of principal
payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until its Principal Balance
has been reduced to zero;


 


(c)  
third, to the Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder (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 Holder in an amount equal to the product of (i) the Note A Percentage Interest, (ii) the Note A Relative
Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(e)  
fifth, to the Note A Holder in an amount equal to the Penalty Charges received with respect to Note A, if any;


 


(f)  
sixth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11,
to reimburse the Note B Holder for all such cure payments;


 






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(g) 
seventh, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the
Net Note B Rate;


 


(h) 
eighth, to the Note B Holder in an amount equal to its pro rata share (based on its Percentage Interest) of principal
payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until its Principal Balance
has been reduced to zero;


 


(i)   
ninth, to the Note B Holder in an amount equal to the product of (i) the Note B Percentage Interest, (ii) the 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 Holder 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 Note B Rate;


 


(k)           
eleventh, to the Note B Holder in an amount equal to the Penalty Charges received with respect to Note B, if any;


 


(l)             
thirteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied
in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid to the Note A Holder and the Note B Holder
in accordance with their respective initial principal 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 that if a Sequential Pay Event, as determined by the applicable Servicer
and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower
or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts
realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant
to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of
Monthly Payments, any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds
under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, 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 deemed appropriate
by the Servicer in accordance with the Servicing Standard to continue to be held as reserves or escrows or received as reimbursements
on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under Servicing Agreement
and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator, Asset


 






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Representations Reviewer or Trustee with respect to this 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 Holder in an amount equal to the accrued and unpaid interest on the Note A Principal Balance at the
Net Note A Rate;


 


(b) 
second, to the Note A Holder based on its outstanding Principal Balance, until its Principal Balance has been reduced to
zero;


 


(c)  
third, to the Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder 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 Holder in an amount equal to the product of (i) the Note A Percentage Interest, (ii) the Note A Relative
Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(e)  
fifth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11,
to reimburse the Note B Holder for all such cure payments;


 


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


 


(g) 
seventh, to the Note B Holder based on its outstanding Principal Balance, until its Principal Balance has been reduced to
zero;


 


(h) 
eighth, to the Note B Holder in an amount equal to the product of (i) the Note B Percentage Interest, (ii) the Note B Relative
Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(i)             
ninth, 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)-(h) 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 Holder 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;


 


(j)             
eleventh, to the Note A Holder in an amount equal to Penalty Charges received with respect to Note A, if any;


 


(k)           
twelfth, to the Note B Holder in an amount equal to Penalty Charges received with respect to Note B, if any; and


 






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(l)             
thirteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied
in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid to the Note A Holder and the Note B Holder
in accordance with their respective initial principal Percentage Interests.


 


Section 5.            
Administration of the Mortgage Loan.


 


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


 


(b)           
The administration of the Mortgage Loan shall be governed by this Agreement and the Servicing Agreement. The Note B Holder
agrees to be bound by the terms of the Servicing Agreement. The Note A Holder (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 Holder set
forth in Section 5(f) below. Servicing of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage
Loan is a Specially Serviced Mortgage Loan, by the Special Servicer, in each case pursuant to the Servicing Agreement and this
Agreement. Notwithstanding anything to the contrary contained herein, in accordance with the Servicing Agreement, the Note A Holder
shall cause the Master Servicer and the Special Servicer to service and administer the Mortgage Loan in accordance with the Servicing
Standard, taking into account the interests of the Note A Holder and the Note B Holder (it being understood that the interest of
the Note B Holder is a junior Note interest, subject to the terms and conditions of this Agreement), and any Note B Holder 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.


 






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(c)  
Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement
and this Agreement (including, without limitation, Section 6), if the Servicer (on behalf of the Noteholders) in connection
with a Workout of the Mortgage Loan modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage
Loan is decreased, (ii) the 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 Holder pursuant to Section 3 and Section 4, as applicable, shall be made
as though such Workout did not occur, with the payment terms of Note A remaining the same as they are on the date hereof, the B
Note 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 Note). Subject to the Servicing Agreement and this Agreement (including
without limitation Section 6), in the case of any modification or amendment described above, the Servicer (on behalf
of the Noteholders) will have the sole authority and ability to revise the payment provisions set forth in Section 3
and Section 4 above in a manner that reflects the subordination of the B Note to Note A with respect to the loss that
is the result of such amendment or modification, including: (i) the ability to increase the Note A Percentage Interest and
to reduce the Note B 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 Note A Rate and the Note B Rate, as applicable, 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)           
All rights and obligations of the Note A Holder described hereunder may be exercised by the Servicer on behalf of the Note
A Holder 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) the Note A Holder may not modify, waive or amend any provision of the Mortgage Loan, consent to or withhold
consent from any action of the Mortgage Loan Borrower, or exercise or refrain from exercising any powers or rights which the Note
A Holder 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


 






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months after the earliest startup day of any REMIC which includes Note A (or any portion thereof). The Noteholders
agree that the provisions of this Section 5(e) shall be effected by compliance by the Note A Holder or its assignees with this
Agreement or the Servicing Agreement or any other agreement which governs the administration of the Mortgage Loan or the Note A
Holder’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 Holder.


 


(f)            
If any consent, modification, amendment or waiver under or other action in respect of a Mortgage (whether or not a Servicing
Transfer Event has occurred and is continuing) that would constitute a Major Decision has been requested or proposed, at least
ten (10) Business Days prior to taking action with respect to such Major Decision (or making a determination not to take action
with respect to such Major Decision), the Servicer must receive the written consent of the Controlling Noteholder (or its Controlling
Noteholder Representative) before implementing a decision with respect to such Major Decision.


 


If the Servicer 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 Servicer 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 Servicer 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 such action.


 


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 Servicer may take actions with respect to such Mortgaged Property
before obtaining the consent of the Controlling Noteholder (or its Controlling Noteholder Representative) if the Servicer 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 Servicer has made a reasonable effort to contact the Controlling Noteholder
(or its Controlling Noteholder Representative). The foregoing shall not relieve the Note A Holder (or Servicer acting on its behalf)
of its duties to comply with the Servicing Standard.


 


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


 






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(g)          During
the continuation of a Control Appraisal Period, the Note A Holder (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 Note A Securitization, without limitation, the right to consent and/or consult
regarding Major Decisions and other servicing matters, the right to advise (1) the Special Servicer with respect to all Specially
Serviced Loans and (2) the Special Servicer with respect to non Specially Serviced Loans as to all matters for which the Master
Servicer must obtain the consent or deemed consent of the Special Servicer, and the right to direct the Special Servicer to take,
or to refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling Class Representative may deem
advisable or as to which provision is otherwise made therein, in each case subject to the terms and conditions of the Servicing
Agreement.


 


(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 receipt of
a third party Appraisal that indicates such Control Appraisal Period has occurred): (i) such Controlling Noteholder shall have
delivered as a supplement to the appraised value of the Mortgaged Property, in the amount specified in clause (ii) below, to the
Servicer, together with 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 Holder 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 are at all
times rated at least “AA” (or the equivalent) by each Rating Agency that rates such institution or the short term obligations
of which are rated at least “A-1+” by (or the equivalent) by each Rating Agency that rates such institution (either
(a) or (b), the “Threshold Event Collateral”), and (ii) the Threshold Event Collateral shall be in an amount
which, when added to the appraised value of the Mortgaged Property as determined pursuant to the Servicing Agreement, would cause
the applicable Control Appraisal Period not to occur. If the requirements of this paragraph are satisfied by the Controlling Noteholder
(a “Threshold Event Cure”), no Control Appraisal Period caused by application of an Appraisal Reduction Amount
shall be deemed to have occurred. If a letter of credit is furnished as Threshold Event Collateral, the applicable Controlling
Noteholder shall be required to renew such letter of credit not later than thirty (30) days prior to expiration thereof or to replace
such letter of credit with a substitute letter of credit or other Threshold Event Collateral with an expiration date that is greater
than forty-five (45) days from the date of substitution; provided, however, that, if a letter of credit is not renewed
prior to thirty (30) days prior to the expiration date of such letter of credit, the letter of credit shall provide that the Servicer
may (and at the direction of the applicable Controlling Noteholder, shall) draw upon such letter of credit and hold the proceeds
thereof as Threshold Event Collateral. 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


 






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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 Note A Principal Balance
and the Note B 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 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.


 


(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 both Note A and Note B as determined by the Special
Servicer in accordance with the Servicing Standard (taking into account the subordinate nature of Note B).


 


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 Note Holder 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 Note Holder. No Servicer, Operating Advisor, Asset Representations Reviewer, Trustee or Certificate
Administrator acting on behalf of the Note A Holder shall be required to recognize any Person as a Controlling Noteholder Representative
until the Controlling Noteholder has notified each Servicer, Operating Advisor, Trustee and Certificate Administrator of such appointment
and, if the Controlling Noteholder Representative is not the same Person as the Controlling Noteholder, the Controlling Noteholder
Representative provides each Servicer, Operating Advisor, Asset


 






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Representations Reviewer, Trustee and Certificate Administrator
with written confirmation of its acceptance of such appointment, an address and facsimile number for the delivery of notices and
other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including
their names, titles, work addresses and facsimile numbers). The Controlling Noteholder shall promptly deliver such information
to each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and Certificate Administrator. If the Note A Holder
is the Controlling Noteholder, no Controlling Noteholder Representative shall be appointed and the rights of the Note A Holder
exercisable by the Controlling Class Representative shall be as set forth in the 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, absent any loss, liability or
expense incurred by reason of its willful misfeasance, 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 the 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 misfeasance, 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 misfeasance or to have recklessly disregarded any exercise of its rights by
reason of its having acted or refrained from acting, or having given any consent or having failed to give any consent, solely in
the interests of any Noteholder.


 


(c)            
If the Note A Holder is the Controlling Noteholder, the 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 Section 5(f)
and 5(g) and this Section 6 shall be exercisable by the Note A Holder (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 Note B Holder (unless a Control Appraisal Period has occurred and is continuing) (or its Controlling
Noteholder Representative), 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 the Special Servicer
with respect to the Mortgage Loan. The Note B Holder (unless a Control


 






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Appraisal Period has occurred and is continuing) (or its Controlling Noteholder Representative) 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 Note
B Holder (unless a Control Appraisal Period has occurred and is continuing), Controlling Noteholder Representative and/or Note
B Holder shall not be liable for any termination or similar fee in connection with the removal of the Special Servicer in accordance
with this Section 7); such termination not be effective unless and until (A) each Rating Agency delivers Rating Agency
Confirmation (to the extent the Mortgage Loan has been securitized) to the extent required under the Servicing Agreement; (B) the
initial or successor Special Servicer has assumed in writing (from and after the date such successor Special Servicer becomes
the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under the Servicing Agreement
from and after the date it becomes the Special Servicer as they relate to such Mortgage Loan pursuant to an assumption agreement
reasonably satisfactory to the Trustee; and (C) the Trustee shall have received an opinion of counsel reasonably satisfactory
to the Trustee to the effect that (x) the designation of such replacement to serve as Special Servicer is in compliance with
the Servicing Agreement, (y) such replacement will be bound by the terms of the Servicing Agreement with respect to such
Mortgage Loan and (z) subject to customary qualifications and exceptions, the applicable servicing agreement will be enforceable
against such replacement in accordance with its terms. The Note A Holder (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 Note A 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 Note B Holder (unless a Control Appraisal Period has occurred and is continuing)
(or its Controlling Noteholder Representative) 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 Note A Holder (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 Note A Holder (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 and available funds by the Note A Holder (or the Servicer acting on its behalf) from
or on behalf of the Mortgage Loan Borrower.


 


(b)           
If the Note A Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time
that any amount received or collected in respect of 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 Note A Holder (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 Note A
Holder (or the


 






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Servicer on its behalf) repay to the Note A Holder (or the Servicer on its behalf) any portion thereof that the
Note A Holder (or the Servicer on its behalf) shall have theretofore distributed to such Noteholder together with interest thereon
at such rate, if any, as the Note A Holder (or the Servicer on its behalf) shall have been required to pay to any Mortgage Loan
Borrower, the Note A Holder, Master Servicer, Special Servicer or such other Person with respect thereto.


 


(c)            
If, for any reason, the Note A Holder (or the Servicer on its behalf) makes any payment to any Note B Holder before the
Note A Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Note A Holder
(or the Servicer on its behalf) is under no obligation to do so), and the Note A Holder (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, such Note B Holder will,
at the Note A Holder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Note A Holder
(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 Note A Holder (or the Servicer on
its behalf) subject to this Agreement and the Servicing Agreement. The Note A Holder (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 Note A Holder (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.


 


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


 


The Note A Holder acknowledges
that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that the 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 Holder and that the Note B Holder shall have no liability whatsoever to the Note A Holder in connection with the Note B Holder’s
exercise of rights or any omission by


 






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the Note B Holder to exercise such rights; provided, however, that the Note
B Holder shall not be protected against any liability to the Note A Holder that would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence.


 


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


 


Section 11.         
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 Note A Holder shall provide
notice to the Note B Holder and the Controlling Noteholder Representative (in each case, unless a Control Appraisal Period has
occurred and is continuing) of such default (the “Monetary Default Notice”). If the Note B Holder or Controlling
Noteholder Representative (in each case, unless a Control Appraisal Period has occurred and is continuing) has not cured such Monetary
Default within five (5) Business Days after receiving the Monetary Default Notice, the Note A Holder 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
Holder’s or the Controlling Noteholder Representative’s 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 Holder
(unless a Control Appraisal Period has occurred and is


 






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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 (3) Business Days after receiving the second
Monetary Default Notice (the “Cure Period”) and at no other times. At the time a payment is made to cure a Monetary
Default, the Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall pay or reimburse the Note A
Holder for all unreimbursed Advances (whether or not recoverable with respect to Note A), Advance Interest Amounts, any unpaid
fees to any Servicer specifically provided for in the Servicing Agreement and any Additional Servicing Expenses. The Note B Holder
(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 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 Note A Holder (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 Note A Holder
from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by a Noteholder on behalf
of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4,
as applicable.


 


(b)           
Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder shall be limited to a combined
total of six (6) cures of Monetary Defaults, no more than four (4) of which may be consecutive, or six (6) Non-Monetary Defaults
over the term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Note A Holder.


 


(c)            
No action taken by the Note B Holder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower
of its obligations under the Mortgage Loan Documents and the Note A Holder’s rights under the Mortgage Loan Documents shall
not be waived or prejudiced by virtue of the Note B Holder’s actions under this Agreement. Subject to the terms of this Agreement,
the Note B Holder shall be subrogated to the Note A Holder’s rights to any payment owing to the Note A Holder for which the
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 Note A Holder shall promptly provide notice to the Note B Holder and the Controlling Noteholder Representative
(in each case, unless a Control Appraisal Period has occurred and is continuing) of such failure (the “Non-Monetary Default
Notice”) and the Note B Holder (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 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 Holder (unless a Control Appraisal Period has occurred and is continuing), the Note B


 






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Holder (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 Holder (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 Holder (unless a Control Appraisal Period has occurred and is continuing) diligently
and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Note B Holder (unless a Control Appraisal Period has occurred
and is continuing) makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section
11(a) hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv) such Non-Monetary Default is not
caused by an Insolvency Proceeding or during such period of time that the Note B Holder (unless a Control Appraisal Period has
occurred and is continuing) has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary
Default Cure Period”), an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period,
there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as
a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface
font that the Note B Holder’s 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 Holder (unless a Control Appraisal Period has occurred and is continuing) shall not
contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) unless it is in
conjunction with the Special Servicer or the Note B Holder (unless a Control Appraisal Period has occurred and is continuing) has
obtained the prior written consent of the Note A Holder.


 


Section 12.         
Purchase of Note A By Note B Holder. The Note B Holder shall have the right, by written notice to the Note A Holder
(a “Noteholder Purchase Notice”), delivered at any time an Event of Default under the Mortgage Loan has occurred
and is continuing, to purchase, in immediately available funds, Note A in whole but not in part at the applicable Defaulted Mortgage
Loan Purchase Price. Upon the delivery of the Noteholder Purchase Notice to the Note A, the Note A Holder shall sell (and the Note
B Holder shall purchase) Note A (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 established by the Note A Holder. In the event that the Note B Holder’s
shall fail to purchase the Note A on or prior to the Defaulted Note Purchase Date, then the Note B Holder shall no longer have
the right to purchase the Note A under this Section 12. The Note B Holder agrees that the sale of Note A shall comply with
all requirements of the Servicing Agreement and that all costs and expenses related thereto shall be paid by the Note B Holder.
The Defaulted Mortgage Loan Purchase Price shall be calculated by the Note A Holder (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 Note B Holder. Concurrently
with the payment to the Note A in immediately available funds of its respective portion of the applicable Defaulted Mortgage Loan
Purchase Price, the Note A will execute at the sole cost and expense of the Note B Holder in favor of the Note B Holder assignment
documentation which will assign Note A and the related Mortgage Loan Documents without recourse, representations or warranties
(except the Note A will represent and warrant that it had


 






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good and marketable title to, was the sole owner and holder of, and had
power and authority to deliver the Mortgage Loan or Note, as applicable, free and clear of all liens and encumbrances (other than
the interest created by Note B)). The right of the Note B Holder to purchase Note A 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 Note A
Holder shall give the Note B Holder ten (10) days’ 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 Note A Holder shall notify the Note B Holder of such
transfer and the Note B Holder shall have a fifteen (15) day period from the date of such notice from the Note A Holder to
deliver the Noteholder Purchase Notice to the Note A Holder, in which case the 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 Note A by the Note B Holder shall be free and clear of any liens.


 


Section 13.         
Representations of Note B Holder. The Note B Holder represents, and it is specifically understood and agreed, that
it is acquiring its B Note for its own account in the ordinary course of its business and the Note A Holder shall otherwise have
no liability or responsibility to the Note B Holder except as expressly provided herein or for actions that are taken or omitted
to be taken by the Note A Holder that constitute gross negligence or willful misconduct or that constitute a breach of this Agreement.
The Note B Holder represents and warrants that the execution, delivery and performance of this Agreement is within its corporate
powers, has been duly authorized by all necessary corporate action, and does not contravene its charter or any law or contractual
restriction binding upon the Note B Holder, and that this Agreement is the legal, valid and binding obligation of such Note B Holder
enforceable against the 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. The
Note B Holder 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. The Note B Holder represents and warrants that (a) this Agreement has been
duly executed and delivered by the Note B Holder, (b) to the 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 the Note B Holder have been obtained or made and (c) to the Note B Holder’s actual knowledge, there
is no pending action, suit or proceeding, arbitration or governmental investigation against the Note B Holder, an adverse outcome
of which would materially and adversely affect its performance under this Agreement.


 


The Note B Holder acknowledges
that the Note A Holder do not owe the Note B Holder 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 Holder with respect to any action taken by the Note
A Holder in connection with the Mortgage Loan.


 






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The Note B Holder expressly
and irrevocably waives for itself and any Person claiming through or under the 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 Note A Holder. The Note A Holder represents and warrants that the execution, delivery
and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and
does not contravene the Note A Holder’s charter or any law or contractual restriction binding upon the Note A Holder, and
that this Agreement is the legal, valid and binding obligation of the Note A Holder enforceable against it in accordance with its
terms. The Note A Holder represents and warrants that it is duly organized, validly existing, in good standing and possession of
all licenses and authorizations necessary to carry on its business. The Note A Holder represents and warrants that (a) this
Agreement has been duly executed and delivered by the Note A Holder, (b) to the 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 performance of this Agreement by the Note A Holder have been obtained or made and (c) to the Note
A Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation against
the Note A Holder, an adverse outcome of which would materially and adversely affect its performance under this Agreement.


 


Section 15.         
Independent Analysis of the Note B Holder. The Note B Holder acknowledges that it has, independently and without
reliance upon the Initial Note A Holder, except with respect to the representations and warranties provided by the Initial Note
A Holder herein, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision
to purchase the B Note and the Note B Holder accepts responsibility therefor. The Note B Holder hereby acknowledges that, other
than the representations and warranties provided herein, the Note A Holder has made no representations or warranties with respect
to the Mortgage Loan, subject to such representations and warranties as provided by the Note A Holder herein, and that the Note
A Holder shall have no responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal
effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished
to the 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.
The Note B Holder assumes all risk of loss in connection with the 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 Holder shall have no obligation whatsoever to offer to the Note B Holder the opportunity
to purchase a Note interest in any future loans originated by the Note A Holder or its Affiliates and if the Note A Holder chooses
to offer to the Note B Holder the opportunity to purchase a Note interest in any future mortgage loans originated by the Note A
Holder or its Affiliates, such offer shall be at such purchase price and interest rate as the Note A


 






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Holder chooses, in its sole
and absolute discretion. The Note B Holder shall not have any obligation whatsoever to purchase from the Note A Holder a Note interest
in any future loans originated by the Note A Holder or its Affiliates.


 


Section 17.         
Not a Security. The 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. The Note B Holder acknowledges that the Note A Holder or its Affiliates
may make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or
any direct or indirect parent or Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership
interests in the Mortgage Loan Borrower or any Affiliate thereof or any entity that is a holder of a preferred equity interest
in the Mortgage Loan Borrower or any Affiliate thereof (each, a “Mortgage Loan Borrower Related Party”),
and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower Related Parties and otherwise act with
respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby
were not in effect.


 


Section 19.         
Sale of Note B and Note A.


 


(a)            
The Note B Holder agrees that it will not Transfer all or any portion of the B Note without the Note A Holder’s prior
written consent, which consent shall not be unreasonably withheld, conditioned or delayed, provided that (i) the Note B
Holder shall have the right to Transfer the B Note, or any portion thereof, to a Qualified Institutional Lender without obtaining
the Note A Holder’s prior written consent, provided that promptly after the Transfer, the Note A Holder 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 the B Note to be held by more than five persons nor cause there to be no one person owning a majority of the B Note and (ii)
if the Note B Holder wants to Transfer a B Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender
after the Note A Securitization, no consent of the Note A Holder shall be required, but the Note B Holder shall first obtain (and
deliver to the Note A Holder) a Rating Agency Confirmation. If Note B is held by more than one Note B Holder at any time, the holders
of a majority of the Principal Balance of Note B shall immediately appoint a representative to exercise all rights of Note B hereunder.
Notwithstanding the foregoing, without the Note A Holder’s prior consent, which may be withheld in the Note A Holder’s
sole discretion, the Note B Holder 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.
The Note B Holder agrees it will pay the reasonable out of pocket expenses of the Note A Holder (including all expenses of the
Master Servicer and the Special Servicer) in connection with any such Transfer. The Agent shall provide two (2) Business Days prior
written notice to each Rating Agency of any Transfer. The Note A Holder agrees that it will not Transfer its related Note
except to a Qualified Institutional Lender.  Promptly after the Transfer, the non-transferring Note A Holder shall be provided
with (x) a representation from a transferee or the Note A Holder certifying that such transferee is a Qualified Institutional
Lender (except in the case of a Transfer to the Note A Securitization (and the related pooling and servicing or


 






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similar agreement
requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a
copy of the assignment and assumption agreement referred to in Section 19.


 


(b)           
Notwithstanding the foregoing, Note B Holder shall have the right, without the need to obtain the consent of the Note A
Holder or any other Person, to Transfer 49% or less (in the aggregate) of its interest in Note B to a Person that has no direct
rights with respect to Note B or to a Qualified Institutional Lender; 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 Holder 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. All Transfers under Section 19(a) and
(b) shall be made upon written notice to the Note A Holder not later than the date of such Transfer, and each transferee
shall (i) execute an assignment and assumption agreement whereby such transferee assumes all or a ratable portion, as the
case may be, of the obligations of the Note B Holder hereunder with respect to Note B from and after the date of such assignment
(or, in the case, of a pledge, collateral assignment or other encumbrance made in accordance with Section 19(e) by the Note
B Holder of Note B solely as security for a loan to the Note B Holder made by a third-party lender whereby the Note B Holder remains
fully liable under this Agreement, on or before the date on which such lender succeeds to the rights of the Note B Holder by foreclosure
or otherwise, such third-party lender executes an agreement that such lender shall be bound by the terms and provisions of this
Agreement and the obligations of the 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 Note B in accordance with this Agreement,
the transferring Person shall be released from all liability arising under this Agreement with respect to Note B (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 Note B as described in clause (c) below). In connection with any such permitted transfer of a portion of
Note B and for all purposes of this Agreement, the Note A Holder need only recognize the majority holder of Note B for purposes
of notices, consents and other communications between the Note A Holder and such majority holder of Note B shall be the only Person
authorized hereunder to exercise any rights of the Note B Holder under this Agreement; provided, however, the majority
holder of Note B may from time to time designate any other Person as an additional party entitled to receive notices, consents
and other communications and/or to exercise rights on behalf of the Note B Holder hereunder by delivering written notice thereof
to the Note A Holder, 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


 






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deal solely and directly with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement
and the Servicing Agreement, and (iv) all amounts payable hereunder shall be determined as if such Noteholder had not sold such
participation interest; provided, however, that if the applicable participant is a Qualified Institutional Lender
(and delivers to the other Noteholder a certification from an authorized officer confirming its status as a Qualified Institutional
Lender), such Noteholder, by written notice to the other Noteholder, may delegate to such participant such Noteholder’s right
to exercise the rights of the Controlling Noteholder hereunder and under the Servicing Agreement; provided, further,
however, that upon the occurrence of a Control Appraisal Period with respect to Note B, the aforesaid delegation of rights
shall terminate and be of no further force and effect.


 


(d)           
[Reserved.]


 


(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 the consent of each other Noteholder and, after
the Note A Securitization, Rating Agency Confirmation. Upon written notice by the applicable Noteholder to the other Noteholders
and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee), each of the other
holders agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any
default by the pledging Noteholder in respect of its obligations under this Agreement of which default such Noteholder has actual
knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Noteholder in
respect of its obligations to the other Noteholder hereunder, but such Note Pledgee shall not be obligated to cure any such default;
(iii) that no amendment, modification, waiver or termination of this Agreement shall be effective against such Note Pledgee
without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that
such other Noteholder shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously with
the giving of same to the pledging Noteholder and accept any cure thereof by such Note Pledgee which such pledging Noteholder has
the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Noteholder; (v) that such
other Noteholder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided
that any such certificate(s) shall be in a form reasonably satisfactory to such other Noteholder; and (vi) that, upon written
notice (a “Redirection Notice”) to the other Noteholders and any Servicer by such Note Pledgee that the pledging
Noteholder is in default, beyond any applicable cure periods, under the pledging Noteholder’s obligations to such Note Pledgee
pursuant to the applicable credit agreement between the pledging Noteholder and such Note Pledgee (which notice need not be joined
in or confirmed by the pledging Noteholder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee,
Note Pledgee shall be entitled to receive any payments that any Noteholder or Servicer would


 






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otherwise be obligated to pay to the
pledging Noteholder from time to time pursuant to this Agreement or any Servicing Agreement. Any pledging Noteholder hereby unconditionally
and absolutely releases the other Noteholders and any Servicer from any liability to the pledging Noteholder on account of any
Noteholder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer or any such other Noteholder
to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the
pledging Noteholder to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance
with applicable law and this Agreement. In such event, the Noteholders and any Servicer shall recognize such Note Pledgee (and
any transferee other than the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at
any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns,
as the successor to the pledging 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 Note A 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


 






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foreclosure or otherwise,
than would any other purchaser that is not a Qualified Institutional Lender at a foreclosure sale conducted by a Note Pledgee.


 


Section 20.         
Registration of Transfer. In connection with any Transfer of a Note (but excluding any Pledgee unless and until it
realizes on its Pledge), a transferee shall execute an assignment and assumption agreement whereby such transferee assumes all
of the obligations of the applicable Noteholder hereunder with respect to such Note thereafter accruing and agrees to be bound
by the terms of this Agreement, including the restriction on Transfers set forth in Section 19, from and after the date of such
assignment. Notwithstanding the preceding sentence, a Trustee shall not be required to execute an assignment and assumption agreement
in connection with any Transfer of a Note if the obligations are assumed pursuant to the 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 the consummation of the Note A Securitization, the Servicer
shall automatically become and be the Agent.


 


Section 21.         
Registration of Note A and Note B. The Agent shall keep or cause to be kept at the Agent Office books (the “Note
Register”) for the registration and transfer of the Notes. The Agent shall serve as the initial Note registrar and the
Agent hereby accepts such appointment. The names and addresses of the holders of the Notes and the names and addresses of any transferee
of any Note of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to
in Section 20, shall be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed
and treated as the sole owner and holder thereof for all purposes of this Agreement, except in the case of the Initial Note A Holder
and the Initial Note B Holder, 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 Note
A Holder and the Note B Holder hereby designates such person as its agent under this Section 21 solely for purposes of maintaining
the Note Register.


 


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


 


Section 23.        
No Pledge. This Agreement shall not be deemed to represent a pledge of any interest in any Mortgage Loan by any Noteholder
to another Noteholder. Except as otherwise provided in this Agreement and the Servicing Agreement, the Note B Holder 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


 






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shall be received, then the Note B Holder shall be entitled to
receive its share of such application in accordance with the terms of this Agreement and/or the Servicing Agreement.


 


Section 24.         
Cooperation in Securitization.


 


(a)            
The Note B Holder acknowledges that the Note A Holder may elect, in its sole discretion, to include Note A in the Note A
Securitization. In connection with the Note A Securitization and subject to the terms of the preceding sentence, (x) at the
request of the Note A Holder, the Note B Holder shall use reasonable efforts, at the Note A Holder’s expense, to satisfy,
and to cooperate with the Note A Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which
the Note A Holder customarily adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection
with the Note A Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement
or the Mortgage Loan Documents and to cooperate with the 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 Note A Securitization; provided, however, that either in connection with the
Note A Securitization or otherwise at any time prior to such Note A Securitization, the Note B Holder shall not be required to
modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith,
if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority
of such payments, the Note B Holder or (ii) materially increase the Note B Holder’s obligations or materially decrease
the Note B Holder’s rights, remedies or protections. In connection with the Note A Securitization, the Note B Holder agrees
to provide for inclusion in any disclosure document relating to the Note A Securitization such information concerning the Note
B Holder and the other Note as the Note A Holder reasonably determine to be necessary or appropriate; and (y) the Note B Holder
covenants and agrees that it shall cooperate with the reasonable requests of each Rating Agency and the Note A Holder in connection
with the Note A 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 Note A
Securitization document. The Note B Holder acknowledges that the information provided by it to the Note A Holder may be incorporated
into the offering documents for the Note A Securitization. The Note A Holder and each Rating Agency shall be entitled to rely on
the information supplied by, or on behalf of, the Note B Holder.


 


(b)  The Note A Holder may, at its election, deliver to the Note B Holder drafts of the preliminary and final Note A Securitization
offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the Servicing Agreement
at such time as the Note B Holder deems necessary or appropriate. The Note B Holder may, at its election, review and comment thereon
insofar as it relates its B Note and/or the Note B Holder, and, if the Note B Holder elects to review and comment, the Note B Holder
shall review and comment thereon as soon as possible but in no event later than two (2) Business Days of its receipt thereof or
(3) three Business Days after receipt, in the case of the first draft thereof delivered to the Note B Holder and if the Note B
Holder fails to respond within such time, the Note B Holder shall be deemed to have elected to not comment thereon; provided
that if the Note B Holder elects to review and comment, any such review and comments with respect to the final


 






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draft distributed
in connection with the preparation of the preliminary and final offering memoranda for printing shall be made no later than 9:00
a.m., New York City time, on the Business Day following its receipt thereof and if the Note B Holder fails to respond by such time,
the Note B Holder shall be deemed to have elected to not comment thereon. In the event of any disagreement between the Note B Holder
with respect to the preliminary and final offering memoranda, prospectus supplement, free writing prospectus or any other disclosure
documents the Note A Holder’s determination shall control. Note B Holder has no obligation and shall have no liability with
respect to any such offering documents other than the accuracy of any comments it elects to make regarding itself.


 


(c)  
Notwithstanding anything herein to the contrary, the Note A Holder acknowledge and agree that (i) the Note B Holder shall
not be required to incur any out-of-pocket expenses in connection with the Note A Securitization and (ii) the Note B Holder shall
not be required to disclose any of the beneficial owners of the managed account on behalf of which it is holding the 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


 






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OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH HEREIN OR AT SUCH OTHER
ADDRESS OF WHICH A PARTY HEREIN SHALL HAVE BEEN NOTIFIED; AND


 


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


 


Section 27.         
Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed
by the parties hereto (other than as set forth in Section 5(b)). The Agent shall provide two (2) 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 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 Note A Holder or the Note B Holder, as applicable, hereunder, including, without limitation, the right to make
further assignments and grant additional Notes.


 


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


 


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


 


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


 


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


 


Section 33.         
Withholding Taxes.


 


(a)            
If the Note A Holder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from interest,
fees or other amounts payable to the Note B


 






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Holder with respect to the Mortgage Loan as a result of the Note B Holder constituting
a Non-Exempt Person, the Note A Holder, in its capacity as servicer, shall be entitled to do so with respect to the Note B Holder’s
interest in such payment (all withheld amounts being deemed paid to the Note B Holder), provided that the Note A Holder
shall furnish the Note B Holder with a statement setting forth the amount of Taxes withheld, the applicable rate and other information
which may reasonably be requested for purposes of assisting the Note B Holder to seek any allowable credits or deductions for the
Taxes so withheld in each jurisdiction in which the Note B Holder is subject to tax.


 


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


 


(c)            
The Note B Holder represents to the Note A Holder (for the benefit of the Mortgage Loan Borrower) that it is not a Non-Exempt
Person and that neither the Note A Holder nor the Mortgage Loan Borrower is obligated under applicable law to withhold Taxes on
sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement. Contemporaneously with the execution
of this Agreement and from time to time as necessary during the term of this Agreement, the Note B Holder shall deliver to the
Note A Holder or Servicer, as applicable, evidence satisfactory to the Note A Holder substantiating that the Note B Holder is not
a Non-Exempt Person and that the Note A Holder is not obligated under applicable law to withhold Taxes on sums paid to it with
respect to the Mortgage Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if the 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 Note A Holder an Internal Revenue Service Form W-9 and (ii) if
the 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, the Note B Holder shall satisfy the requirements of the preceding
sentence by furnishing to the Note A Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or
Form W-8BEN, or successor forms, as may be required from time to time, duly executed by the Note B Holder, as evidence of the Note
B Holder’s exemption from the withholding of United States tax with respect thereto. The Note A Holder shall not be obligated
to make any payment hereunder to any Note B Holder in respect of the B Note or otherwise until the Note B


 






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Holder shall have furnished
to the Note A Holder the requested forms, certificates, statements or documents.


 


Section 34.         
Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the B Note) will
be held by the Note A Holder (or a custodian acting on behalf of the Note A Holder) on behalf of the registered holders of the
Notes.


 


Section 35.         
[Reserved.]


 


Section 36.         
Notices. All notices required hereunder shall be given by (i) telephone (confirmed promptly in writing) or shall
be in writing and personally delivered, (ii) sent by facsimile transmission (during business hours) if the sender on the same day
sends a confirming copy of such notice by reputable overnight delivery service (charges prepaid), (iii) reputable overnight delivery
service (charges prepaid) or (iv) certified United States mail, postage prepaid return receipt requested, and addressed to the
respective parties at their addresses set forth on Exhibit B hereto, or at such other address as any party shall hereafter
inform the other party by written notice given as aforesaid. All written notices so given shall be deemed effective upon receipt.


 


All notices and reports (including,
without limitation, Asset Status Reports) required to be delivered hereunder by the Note A Holder (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 Note A Holder (or the Servicer on its behalf), shall also be delivered by the applicable party
to the 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;


 


(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;


 






    43


     


    

 


(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.


 


Section 39.         
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Note
A Holder. 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. Benefit Street Partners CRE Finance LLC, as Initial Agent, may transfer its rights
and obligations to the Servicer, as successor Agent, at any time without the consent of any Noteholder. Benefit Street Partners
CRE Finance LLC, 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.


 


[SIGNATURE PAGE FOLLOWS]


 






    44


     


    

 


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


 





	 	BENEFIT
STREET PARTNERS CRE

FINANCE LLC, as Initial Note A Holder and 

Initial Agent
	 	 	 
	 	By:	/s/
    Micah Goodman
	 	 	Name:   Micah Goodman
	 	 	Title:     Authorized Signatory
	 	 	 
	 	BENEFIT
    STREET PARTNERS CRE 

    FINANCE LLC, as Initial Note B Holder
	 	 	 
	 	By:	/s/
    Micah Goodman
	 	 	Name:   Micah Goodman
	 	 	Title:     Authorized Signatory







 





JPMCC
2016-JP3 -
Arkansas Hotel Portfolio -
Co-Lender Agreement


 











     


     


    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


A.       Description
of Mortgage Loan:


 


	Mortgage
    Loan:	Loan
    Agreement, dated as of July 26, 2016 between Benefit Street Partners CRE Finance LLC, as Lender and WW HOLX Bentonville, LLC
    and WW FFI Springdale, LLC, collectively, as Borrower
	Mortgage
    Loan Borrower:	WW
    HOLX Bentonville, LLC and WW FFI Springdale, LLC, collectively
	Date
    of the Mortgage Loan and the Mortgage: 	July
    26, 2016
	Initial
    Principal Amount of Mortgage Loan:	$11,100,000.00
	Location
    of Mortgaged Properties:	2500
    North Military Trail, Suite 275, Boca Raton, Florida 33431 and 2500 North Military Trail, Suite 275, Boca Raton, Florida 33431
	Initial
    Maturity Date:	August
    6, 2026


 


B.       Description
of Note Interests:


 


	Initial
    Note A Principal Balance:	$10,000,000.00
	Initial
    Note B Principal Balance:	$1,100,000.00
	Initial
    Note A Percentage Interest: 	90.0900900%
	Initial
    Note B Percentage Interest:	9.90990990%
	Initial
    Note A Rate:	4.87%
	Initial
    Note B Rate:	13.75%



 






     A-1


     


    

 


EXHIBIT B


 


Initial Note A Holder:

Benefit Street Partners CRE Finance LLC



Notice Address:

Benefit Street Partners CRE Finance LLC

9 West 57th Street, Suite 4920

New York, New York 10019

Attention: Micah Goodman

Facsimile No.: (212) 588-6701


 


with a copy to:



Cadwalader, Wickersham & Taft LLP





One World Financial Center





New York, NY 10281





Attention: Jeffrey Rotblat





Facsimile No.: (212) 504-6401


 


Initial Note B Holder:

Benefit Street Partners CRE Finance LLC



Notice Address:

Benefit Street Partners CRE Finance LLC

9 West 57th Street, Suite 4920

New York, New York 10019

Attention: Micah Goodman

Facsimile No.: (212) 588-6701


 


with a copy to:



Cadwalader, Wickersham & Taft LLP





One World Financial Center





New York, NY 10281





Attention: Jeffrey Rotblat





Facsimile No.: (212) 504-6401


 






     B-1


     


    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 





	1.	Apollo
    Global Real Estate
	2.	Archon Capital,
    L.P.
	3.	AREA Property
    Partners
	4.	BlackRock,
    Inc.
	5.	The Blackstone
    Group International Ltd.
	6.	Capital Trust,
    Inc.
	7.	Clarion Partners
	8.	Colony Capital,
    Inc.
	9.	DLJ Real Estate
    Capital Partners
	10.	Eightfold
    Real Estate Capital, L.P.
	11.	Fortress Investment
    Group LLC
	12.	Garrison Investment
    Group
	13.	Goldman, Sachs
    & Co.
	14.	iStar Financial
    Inc.
	15.	J.E. Roberts
    Companies
	16.	Lend-Lease
    Real Estate Investments
	17.	LoanCore Capital
	18.	Lonestar Funds
	19. 	Praedium Group
	20.	Raith Capital
    Partners, LLC
	21.	Rialto Capital
    Management, LLC
	22.	Rockpoint
    Group
	23.	Starwood Capital/Starwood
    Financial Trust
	24.	Torchlight
    Investors
	25.	Walton Street
    Capital, LLC
	26.	Westbrook
    Partners
	27.	WestRiver
    Capital
	28.	Whitehall
    Street Real Estate Fund, L.P.







 






     C-1