Exhibit 4.10


 


EXECUTION VERSION


 


CO-LENDER AGREEMENT




 


Dated as of April 1, 2016



by and among


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-1 Holder)


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-2 Holder)


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-3 Holder)


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-4 Holder)


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-5 Holder)


 


and


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-6 Holder)


 


100 East Pratt


 






     


     


    

  


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Section 1	Definitions	1
	Section 2	Servicing of the Mortgage Loan	16
	Section 3	Priority of Payments	22
	Section 4	Workout	23
	Section 5	Administration of the Mortgage Loan	23
	Section 6	Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative	28
	Section 7	Appointment of Special Servicer	31
	Section 8	Payment Procedure	32
	Section 9	Limitation on Liability of the Note Holders	33
	Section 10	Bankruptcy	33
	Section 11	Representations of the Note Holders	34
	Section 12	No Creation of a Partnership or Exclusive Purchase Right	34
	Section 13	Other Business Activities of the Note Holders	34
	Section 14	Sale of the Notes	35
	Section 15	Registration of the Notes and Each Note Holder	38
	Section 16	Governing Law; Waiver of Jury Trial	39
	Section 17	Submission To Jurisdiction; Waivers	39
	Section 18	Modifications	39
	Section 19	Successors and Assigns; Third Party Beneficiaries	40
	Section 20	Counterparts	40
	Section 21	Captions	40
	Section 22	Severability	40
	Section 23	Entire Agreement	40
	Section 24	Withholding Taxes	40
	Section 25	Custody of Mortgage Loan Documents	42
	Section 26	Cooperation in Securitization	42
	Section 27	Notices	43
	Section 28	Broker	43
	Section 29	Certain Matters Affecting the Agent	43
	Section 30	Termination and Resignation of Agent	44
	Section 31	Resizing	44


 






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THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of April 1, 2016 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM”
and together with its successors and assigns in interest, in its capacity as owner of the Note A-1, the “Initial Note A-1
Holder”, and in its capacity as the initial agent, the “Initial Agent”), JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION (together with its successors and assigns in interest, in its capacity as owner of the Note A-2, the “Initial
Note A-2 Holder”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in
its capacity as owner of the Note A-3, the “Initial Note A-3 Holder”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
(together with its successors and assigns in interest, in its capacity as owner of the Note A-4, the “Initial Note A-4
Holder”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity
as owner of the Note A-5, the “Initial Note A-5 Holder”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
(together with its successors and assigns in interest, in its capacity as owner of the Note A-6, the “Initial Note A-6
Holder” and, collectively with the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder,
the Initial Note A-4 Holder and the Initial Note A-5 Holder, the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), Benefit Street Partners CRE Finance LLC (the “BSP”) and JPM
co-originated a certain loan described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”)
(the “Mortgage Loan”) to the mortgage loan borrower described on the Mortgage Loan Schedule (the “Mortgage
Loan Borrower”), which was evidenced, inter alia, by six promissory notes (as amended, modified or supplemented,
the “Notes”) (i) one promissory note in the original principal amount of $30,000,000 (“Note A-1”),
made by the Mortgage Loan Borrower in favor of BSP (“Initial Note A-1”), (ii) one promissory note
in the original principal amount of $10,000,000 (“Note A-2”) made by the Mortgage Loan Borrower in favor of
BSP (“Initial Note A-2”), (iii) one promissory note in the original principal amount of $15,200,000
(“Note A-3”) made by the Mortgage Loan Borrower in favor of BSP (“Initial Note A-3”), (iv)
one promissory note in the original principal amount of $30,000,000 (“Note A-4”) made by the Mortgage Loan Borrower
in favor of BSP (“Initial Note A-4”), (v) one promissory note in the original principal amount of $10,000,000
(“Note A-5”) made by the Mortgage Loan Borrower in favor of BSP (“Initial Note A-5”) and
(vi) one promissory note in the original principal amount of $15,200,000 (“Note A-6”) made by the Mortgage Loan
Borrower in favor of BSP (“Initial Note A-6”); and secured by a first mortgage (as amended, modified
or supplemented, the “Mortgage”) on certain real property located as described in the Mortgage Loan Agreement
(collectively, the “Mortgaged Property”);


 


WHEREAS, contemporaneous
with the origination of the Mortgage Loan, BSP assigned Initial Note A-1, Initial Note A-2, Initial Note A-3, Initial Note A-4,
Initial Note A-5 and Initial Note A-6 to the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder,
the Initial Note A-4 Holder, the Initial Note A-5 Holder and the Initial Note A-6 Holder, respectively;


 






     


     


    

 


WHEREAS, the Initial
Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder, the Initial Note A-4 Holder, the Initial Note A-5 Holder
and the Initial Note A-6 Holder desire to enter into this Agreement to memorialize the terms under which they, and their successors
and assigns, shall hold Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6, respectively;


 


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


 


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


 


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


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and after the 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
383 Madison Avenue, New York, New York 10179, Attention: Joseph E. Geoghan, and which is the address to which notices to and correspondence
with the Agent should be directed. The Agent may change the address of its designated office by notice to the Noteholders.


 


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


 


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


 


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


 


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


 


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


 


“CLO Asset Manager”
with respect to any Securitization Vehicle which is a CLO, shall mean the entity which is responsible for managing or administering
a Note as an underlying asset of such Securitization Vehicle or, if applicable, as an asset of any Intervening Trust Vehicle


 






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(including,
without limitation, the right to exercise any consent and control rights available to the holder of such Note).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Controlling
Note Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 is included in the Lead Securitization,
references to the “Controlling Note Holder” herein shall mean the holders of the majority of the class of securities
issued in the Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the “Controlling Note Holder” hereunder or under the Lead Securitization Servicing
Agreement, as and to the extent provided in the Lead Securitization Servicing Agreement; provided that if at any time 50%
or more of Note A-1 (or class of securities issued in the Lead Securitization designated as the “controlling class”
or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”) is held
by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, Note A-1 (or the class of securities issued in the
Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights to
exercise the rights of the “Controlling Note Holder”) shall not be entitled to exercise any rights of the Controlling
Note Holder.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial Note
A-5 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-6 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Lead Securitization”
shall mean the Securitization of Note A-1 in a Securitization Trust to be designated by the Initial Note A-1 Holder.


 


“Lead Securitization
Note” shall mean Note A-1.


 


“Lead Securitization
Note Holder” shall mean the Note A-1 Holder.


 


“Lead Securitization
Servicing Agreement” shall mean the pooling and servicing agreement to be entered into in connection with the Securitization
of Note A-1 and Note A-4 and issuance of the JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass Through
Certificates, Series 2016-C2, by and among (a) the Trustee, (b) the Master Servicer, (c) the Special Servicer, (d) the
Depositor, (e) the Certificate Administrator, (f) the Operating Advisor and (g) the Asset Representations Reviewer. The Servicing
Standard in the Lead Securitization Servicing Agreement shall require, among other things, that each Servicer, in servicing the
Mortgage Loan, must take into account the interests of each Note Holder.


 


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


 


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


 


“Major Decisions”
shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement; provided
that at any time that Note A-1 is not included in the Lead Securitization, “Major Decision” shall mean:


 


(i)                 
any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions
of any REO Property) of the ownership of the


 






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property
or properties securing the Mortgage Loan if it comes into and continues in default;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Master Servicer”
shall mean Wells Fargo Bank, National Association, or its successor in interest, or any successor Master Servicer appointed as
provided in the Lead Securitization 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.


 


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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of March 31, 2016, between 100 Pratt St. Ventures, LLC and 100 Pratt
St. Holdings, LLC, as Mortgage Loan Borrower, and BSP, as lender, as the same may be further amended, restated, supplemented or
otherwise modified from time to time, subject to the terms hereof.


 


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


 






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


 


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


 


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


 


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


 


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


 


“Non-Controlling
Note Holder” means each Note Holder other than the Note A-1 Holder; provided that with respect to each Non-Controlling
Note, at any time such Non-Controlling Note is included in a Securitization, references to the “Non-Controlling Note Holder”
herein shall mean the related Non-Lead Securitization Subordinate Class Representative or the controlling class representative
under the related Non-Lead Securitization Servicing Agreement or any other party assigned the rights under the Non-Lead Securitization
Servicing Agreement to exercise the rights of the “Non-Controlling Note Holder” hereunder, as and to the extent provided
in the related Non-Lead Securitization Servicing Agreement; provided that with respect to each of Note A-2, Note A-3, Note
A-4, Note A-5 or Note A-6, if at any time 50% or more of Note A-2, Note A-3, Note A-4, Note A-5 or Note A-6 is held by the Mortgage
Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no Person shall be entitled to exercise the rights of the related
Non-Controlling Note Holder. The Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its
behalf) shall not be required at any time to deal with more than one party in respect of any Note exercising the rights of a “Non-Controlling
Note Holder” herein or under the Lead Securitization Servicing Agreement and, (x) to the extent that the related Non-Lead
Securitization Servicing Agreement assigns such rights to more than one party or (y) to the extent any Note is split into two or
more New Notes pursuant to Section 31, for purposes of this Agreement, the applicable Non-Lead Securitization Servicing Agreement
or the holders of such New Notes shall designate one party to deal with the Lead Securitization Note Holder (or the Master Servicer
or the Special Servicer acting on its behalf) and provide notice of such designation to the Lead Securitization Note Holder (and
the Master Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such designation and
notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled
to treat the last party as to which it has received written notice as having been designated as the applicable Non-Controlling
Note Holder, as the applicable Non-Controlling Note Holder for all purposes of this Agreement. As of the date hereof and until
further notice from the applicable Non-Lead Securitization Note Holder (or the applicable Non-Lead Master Servicer or another party
acting on its behalf), the Initial Note A-2 Holder, the Initial Note A-3 Holder, the Initial Note A-4 Holder, the Initial Note
A-5 Holder and the Initial Note A-6 Holder are each a Non-Controlling Note Holder with respect to such Note.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note A-3”
shall have the meaning assigned to such term in the recitals.


 


“Note A-3 Holder”
shall mean the Initial Note A-3 Holder or any subsequent holder of Note A-3, as applicable.


 


“Note A-3 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-3 Principal
Balance set forth on the Mortgage Loan


 






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Schedule,
less any payments of principal thereon received by the Note A-3 Holder or reductions in such amount pursuant to Section 3
or 4, as applicable.


 


“Note A-4”
shall have the meaning assigned to such term in the recitals.


 


“Note A-4 Holder”
shall mean the Initial Note A-4 Holder or any subsequent holder of Note A-4, as applicable.


 


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


 


“Note A-5”
shall have the meaning assigned to such term in the recitals.


 


“Note A-5 Holder”
shall mean the Initial Note A-5 Holder or any subsequent holder of Note A-5, as applicable.


 


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


 


“Note A-6”
shall have the meaning assigned to such term in the recitals.


 


“Note A-6 Holder”
shall mean the Initial Note A-6 Holder or any subsequent holder of Note A-6, as applicable.


 


“Note A-6 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-6 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-6 Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


“Note Holders”
shall mean collectively, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder
and the Note A-6 Holder.


 


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


 


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


 


“Notes”
shall mean, collectively, Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6.


 


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


 






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


 


“Percentage
Interest” shall mean, (a) with respect to the Note A-1 Holder, a fraction, expressed as a percentage, the numerator of
which is the Note A-1 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2
Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note
A-6 Principal Balance, (b) with respect to the Note A-2 Holder, a fraction, expressed as a percentage, the numerator of which is
the Note A-2 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal
Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note A-6 Principal
Balance, (c) with respect to the Note A-3 Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-3
Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the
Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note A-6 Principal Balance,
(d) with respect to the Note A-4 Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-4 Principal
Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3
Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note A-6 Principal Balance, (e) with
respect to the Note A-5 Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-5 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note A-6 Principal Balance and (f) with respect
to the Note A-6 Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-6 Principal Balance and the
denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance,
the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note A-6 Principal Balance.


 


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


 


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


 


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


 






    12


     


    

 


respective
Percentage Interest of such particular payment, collection, cost, expense, liability or other amount.


 


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


 


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


 


(b)             
the trustee on behalf of the trust certificates issued pursuant to a master trust agreement
involving a 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 Lead Securitization, or


 


(c)              
one or more of the following:


 


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


 


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


 


(iii)               a Qualified Trustee in connection with (a) the Lead Securitization of, (b) the
creation of collateralized 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 a Securitization
(it being understood that with respect to any Rating Agency that assigned such a rating to the securities issued by such Securitization
Vehicle, a Rating Agency Confirmation will not be required in connection with a transfer of such Note or any interest therein
to such Securitization Vehicle); (2) the special servicer of such Securitization Vehicle has a Required Special Servicer
Rating or is otherwise acceptable to the Rating Agencies rating each Securitization (such entity, an “Approved Servicer”)
and such Approved Servicer is required to service and administer such Note or any interest therein in accordance with servicing
arrangements for the assets held by the Securitization Vehicle which require that such Approved Servicer act in accordance with
a servicing standard


 






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


 


(d)            
any entity Controlled by any of the entities described in clause (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.


 


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


 






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


 


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


 


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


 


“Regulation
AB” shall mean Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 - 229.1125,
as such rules may be amended from time to time, but only to the extent compliance is required as of the applicable date of determination,
and subject to such clarification and interpretation as have been provided by the SEC or by the staff of the SEC, or as may be
provided by the SEC or its staff from time to time.


 


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


 


“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, during the twelve (12) month period prior to the date of determination
such special servicer was acting as special servicer for one or more loans included in a commercial mortgage loan securitization
that was rated by Moody’s, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial
mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer
as special servicer of such commercial mortgage loans, (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 mortgage loans in other CMBS transactions rated by any of S&P, Moody’s, Morningstar, Fitch, DBRS or KBRA and the
trustee does not have actual knowledge that Morningstar has, and the replacement special servicer certifies that Morningstar has
not, with respect to any such other CMBS transaction,


 






    15


     


    

 


qualified,
downgraded or withdrawn its rating or ratings on one or more classes of such CMBS transaction citing servicing concerns of the
applicable replacement as the sole or material factor in such rating action, (v) in the case of KBRA, KBRA has not cited servicing
concerns of such special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction
serviced by such special servicer prior to the time of determination, and (vi) in the case of DBRS, during the twelve (12) month
period prior to the date of determination such special servicer was acting as special servicer for one or more loans included
in a commercial mortgage loan securitization that was rated by DBRS, and DBRS has not downgraded or withdrawn the then-current
rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the
continuation of such special servicer as 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.


 


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


 


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


 


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


 


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


 


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


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which one or more of the Notes are held.


 


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


 


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


 


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


 






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


 


“Servicing Fee
Rate” shall have the meaning given thereto in the Lead Securitization Servicing Agreement (or other analogous term under
the Lead Securitization Servicing Agreement).


 


“Special Servicer”
shall mean Midland Loan Services, a Division of PNC Bank, National Association, or its successor in interest, or any successor
Special Servicer appointed as provided in the Lead Securitization Servicing Agreement and this Agreement.


 


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


 


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


 


“Trustee”
shall mean Wilmington Trust, National Association, or its successor in interest, or any successor Trustee appointed as provided
in the Lead Securitization Servicing Agreement.


 


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


 


Section
2.           Servicing of the Mortgage Loan.


 


(a)                 Each Note Holder acknowledges and agrees that, subject in each case to this Agreement, the
Mortgage Loan shall be serviced from and after the Securitization Date pursuant to the Lead Securitization Servicing Agreement.



 


(b)                Each Note Holder acknowledges that the other Note Holders may elect, in their sole discretion,
to include their Notes in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such
other Note Holder, at such other Note Holder’s expense, to effect such Securitization. Each Servicer shall be required pursuant
to the Lead Securitization Servicing Agreement to service the Mortgage Loan in accordance with the Servicing Standard, the terms
of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement and applicable law, shall provide information to each
Servicer under any Non-Lead Securitization Servicing Agreement to enable each such Servicer to perform its servicing duties under
the related Non-Lead Securitization Servicing Agreement and shall not take any action or refrain from taking any action or follow
any direction inconsistent with the foregoing. 


 






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(c)                 Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably
and unconditionally consents to the appointment of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment
of the initial Special Servicer by the Controlling Note Holder as may be replaced pursuant to the terms of the Lead Securitization
Servicing Agreement and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing
of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby irrevocably appoints
the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact
to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under
the Lead Securitization Servicing Agreement (subject at all times to the rights of the Note Holder set forth herein and in the
Lead Securitization Servicing Agreement). 


 


(d)               
In no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce
the rights of any Note Holder against the other Note Holders or limit the Servicer in enforcing the rights of one Note Holder against
the other Note Holders; however, this statement shall not be construed to otherwise limit the rights of one Note Holder with respect
to the other Note Holders. 


 


(e)                
At any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization
Servicing Agreement, the Note Holders agree to cause the Mortgage Loan to be serviced by one or more servicers, each of which has
been agreed upon by the Note Holders, pursuant to a servicing agreement that has servicing terms substantially similar to the Lead
Securitization Servicing Agreement and all references herein to the “Lead Securitization Servicing Agreement” shall
mean such subsequent servicing agreement; provided, however, that if any Non-Lead Securitization Note is in a Securitization,
then a Rating Agency Confirmation shall have been obtained from each Rating Agency; provided, further, however,
that until a replacement servicing agreement has been entered into, the Lead Securitization Note Holder shall cause the Mortgage
Loan to be serviced pursuant to the provisions of the Lead Securitization Servicing Agreement as if such agreement was still in
full force and effect with respect to the Mortgage Loan, by the Servicer in the Lead Securitization or by any Person appointed
by the Lead Securitization Note Holder that is a qualified servicer meeting the requirements of the Lead Securitization Servicing
Agreement.


 


(f)                
The Master Servicer shall be the master servicer on the Mortgage Loan, and from time to time
it (or the Trustee, to the extent provided in the Lead Securitization Servicing Agreement) (i) shall be required to make Servicing
Advances with respect to the Mortgage Loan, subject to the terms of the Lead Securitization Servicing Agreement and this Agreement,
and (ii) may be required to make P&I Advances on the Lead Securitization Note, if and to the extent provided in the Lead Securitization
Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled
to reimbursement for a Servicing Advance, first from funds on deposit in the Collection Account or Companion Distribution
Account for the Mortgage Loan that (in any case) represent amounts received on or in respect of the Mortgage Loan, and then,
in the case of Nonrecoverable Servicing Advances, if such funds on deposit in the Collection Account or Companion Distribution
Account in each case with respect to the Mortgage Loan are insufficient, from


 






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general
collections of the Lead Securitization as provided in the Lead Securitization Servicing Agreement and from general collections
of any Non-Lead Securitization as provided below. The Master Servicer, the Special Servicer and the Trustee, as applicable, will
be entitled to reimbursement for any interest accrued and payable on a Servicing Advance or a Nonrecoverable Servicing Advance
at the Reimbursement Rate in the manner and from the sources provided in the Lead Securitization Servicing Agreement, including
from general collections of the Lead Securitization and from general collections of any Non-Lead Securitization as provided below.
To the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from general collections
of the Lead Securitization as a reimbursement for a Nonrecoverable Servicing Advance or any interest at the Reimbursement Rate
accrued and payable on a Servicing Advance or a Nonrecoverable Servicing Advance, the applicable Non-Lead Securitization Note
Holder (including, if the applicable Non-Lead Securitization Note has been included in any Non-Lead Securitization, from general
collections or any other amounts from any Non-Lead Securitization Trust) shall be required to, promptly following notice from
the Master Servicer, reimburse the Lead Securitization for its pro rata share of such Nonrecoverable Servicing Advance
or any such interest accrued and payable thereon at the Reimbursement Rate.


 


In addition, each Non-Lead
Securitization Note Holder (including, but not limited to, any Non-Lead Securitization Trust) shall be required to, promptly following
notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization for the applicable Non-Lead Securitization
Note Holder’s pro rata share of any fees, costs or expenses incurred in connection with the servicing and administration
of the Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor, the Asset Representations Reviewer or the Depositor, as applicable, is entitled to be reimbursed pursuant to the Lead
Securitization Servicing Agreement and any costs, fees and expenses related to obtaining any Rating Agency Confirmation, to the
extent amounts on deposit in the Collection Account (with respect to the Mortgage Loan) or Companion Distribution Account that
are allocated to the related Non-Lead Securitization Note are insufficient for reimbursement of such amounts. The Non-Lead Securitization
Holders agree to indemnify (i) (as and to the same extent the Lead Securitization Trust is required to indemnify each of the following
parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of Lead Securitization Servicing
Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the 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 Lead Securitization Servicing Agreement in respect of other
mortgage loans) and (ii) the Lead Securitization Trust (such parties in clause (i) and the Lead Securitization Trust, collectively,
the “Indemnified Parties”) against any claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration
of the Mortgage Loan and the Mortgaged Property (or, with respect to the Operating Advisor, incurred in connection with the provision
of services for the Mortgage Loan) under the Lead Securitization Servicing Agreement (collectively, the “Indemnified Items”)
to the extent of their pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Collection
Account (with respect to the Mortgage Loan) or Companion Distribution Account that are allocated to the related Non-Lead Securitization
Note are insufficient for reimbursement of such amounts, the related Non-Lead Securitization Note


 






    19


     


    

 


Holder
shall be required to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse each
of the applicable Indemnified Parties for its pro rata share of the insufficiency (including, if the applicable Non-Lead
Securitization Note has been included in any Non-Lead Securitization, from general collections or any other amounts from such
Non-Lead Securitization Trust).


 


The master servicer under
any non-lead Securitization (each a “Non-Lead Master Servicer”) may be required to make P&I Advances on
the related Non-Lead Securitization Note, from time to time, subject to the terms of the servicing agreement for the related Securitization
(each a “Non-Lead Securitization Servicing Agreement”) and this Agreement. The Master Servicer, the Special
Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the Lead Securitization Note based on the information that they have on hand and in accordance with the Lead
Securitization Servicing Agreement. The applicable Non-Lead Master Servicer and the special servicer and the trustee under any
Non-Lead Securitization Servicing Agreement (respectively, a “Non-Lead Special Servicer” and a “Non-Lead
Trustee”), as applicable, shall be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the related Non-Lead Securitization Note based on the information that they have on hand and in accordance
with the related Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and any Non-Lead
Master Servicer or any Non-Lead Trustee shall be required to notify the others of the amount of its P&I Advance within two
(2) business days of making such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect
to the Lead Securitization Note) or any Non-Lead Master Servicer, Non-Lead Special Servicer or any Non-Lead Trustee, as applicable
(with respect to the related Non-Lead Securitization Note), determines that a proposed P&I Advance, if made, would be non-recoverable
or an outstanding P&I Advance is or would be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee,
as applicable, subsequently determines that a proposed Servicing Advance would be non-recoverable or an outstanding Servicing Advance
is or would be non-recoverable, then the Master Servicer or the Trustee (as provided in the Lead Securitization Servicing Agreement,
in the case of a determination of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or any Non-Lead
Master Servicer or any Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the case of
a determination of non-recoverability by any Non-Lead Master Servicer, any Non-Lead Special Servicer or any Non-Lead Trustee) shall
notify the Master Servicer and the Trustee, or any Non-Lead Master Servicer and any Non-Lead Trustee, as the case may be, of the
other Securitizations within two (2) business days of making such determination. Each of the Master Servicer, the Trustee, the
related Non-Lead Master Servicer and the related Non-Lead Trustee, as applicable, will only be entitled to reimbursement for a
P&I Advance and advance interest thereon that becomes non-recoverable first from the Collection Account or Companion
Distribution Account from amounts allocable to the Note for which such P&I Advance was made, and then, if funds are
insufficient, (i) in the case of the Lead Securitization Note, from general collections of the Lead Securitization Trust, pursuant
to the terms of the Lead Securitization Servicing Agreement and (ii) in the case of any Non-Lead Securitization Note, from general
collections of the related Securitization Trust, as and to the extent provided in the related Non-Lead Securitization Servicing
Agreement.


 






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


 


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


 


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


 






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(or
equivalent account) established under such Non-Lead Securitization Servicing Agreement;


 


(iii)              
the related Non-Lead Master Servicer will be required to deliver to the Trustee, the Certificate
Administrator, the Special Servicer, the Master Servicer, the Operating Advisor and the Asset Representations Reviewer notice
of any subsequent change in the identity of the related Non-Lead Master Servicer or the party designated to exercise the rights
of the “Non-Controlling Note Holder” under this Agreement (together with the relevant contact information); and


 


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


 


(h)              
The Lead Securitization Servicing Agreement shall provide that compensating interest payments
as defined therein with respect to Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6 will be allocated by the Master
Servicer between Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6, pro rata, in accordance with their respective
principal amounts. The Master Servicer shall remit any compensating interest payment in respect of any Non-Lead Securitization
Note to the related Non-Lead Securitization Note Holder.


 


(i)                
The Note A-2 Holder, Note A-3 Holder, Note A-4 Holder, Note A-5 Holder and Note A-6 Holder,
as applicable, shall give each of the parties to the Lead Securitization Servicing Agreement (that will not also be a party to
any Non-Lead Securitization Servicing Agreement) notice of the Note A-2 Securitization, Note A-3 Securitization, Note A-4 Securitization,
Note A-5 Securitization or Note A-6 Securitization, respectively, in writing (which may be by e-mail) prior to or promptly following
the related Note A-2 Securitization Date, Note A-3 Securitization Date, Note A-4 Securitization Date, Note A-5 Securitization Date
or Note A-6 Securitization Date, respectively. Such notice shall contain contact information for each of the parties to any Non-Lead
Securitization Servicing Agreement. In addition, after the related Note A-2 Securitization Date, Note A-3 Securitization Date,
Note A-4 Securitization Date, Note A-5 Securitization Date or Note A-6 Securitization Date, the Note A-2 Holder, the Note A-3 Holder,
the Note A-4 Holder, the Note A-5 Holder or the Note A-6 Holder, as applicable, shall send a copy of the related Non-Lead Securitization
Servicing Agreement to each of the parties to the Lead Securitization Servicing Agreement. 


 


Section
3.          Priority of Payments. Each Note shall be of equal priority, and no portion of either
Note shall have priority or preference over any portion of the other Note or security therefor. All amounts tendered by the Mortgage
Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged
Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation
Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, or Insurance
and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged
Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents), but excluding
(x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in


 






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accordance
with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries
in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer
under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except
for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note A-1, Note A-2, Note A-3, Note
A-4, Note A-5 or Note A-6 which may only be reimbursed out of payments and collections allocable to Note A-1, Note A-2, Note A-3,
Note A-4, Note A-5 or Note A-6, as applicable, (ii) any Servicing Fees due to the Master Servicer in excess of any Non-Lead Securitization
Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable to the
Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee as successor to the
Servicer), with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation,
any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) and
any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following
paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation
payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or
its designee) to the Notes on a Pro Rata and Pari Passu Basis.


 


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


 


Section
4.         Workout. Notwithstanding anything to the contrary contained herein, but subject to
the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Servicing
Standard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage
Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage


 






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Loan
is decreased, (ii) the Interest Rate is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred
or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and
any modification of the Mortgage Loan Documents shall be structured to preserve, the equal priorities of each Note as described
in Section 3.


 


Section
5.          Administration of the Mortgage Loan.


 


(a)               
Subject to this Agreement (including but not limited to Section 5(c)) and the Lead Securitization
Servicing Agreement and subject to the rights and consents, where required, of the Controlling Note Holder Representative, the
Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization
Note Holder) shall have the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies
with respect to, the Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the
Mortgage Loan Documents or consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage
Loan Documents, call or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy,
and the Non-Lead Securitization Note Holders shall have no voting, consent or other rights whatsoever except as explicitly set
forth herein with respect to the Lead Securitization Note Holder’s administration of, or exercise of its rights and remedies
with respect to, the Mortgage Loan. Subject to this Agreement and the Lead Securitization Servicing Agreement, the Non-Lead Securitization
Note Holders agree that they shall have no right to, and hereby presently and irrevocably assign and convey to the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder)
the rights, if any, that such Note Holders have to, (i) call or cause the Lead Securitization Note Holder to call an Event
of Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower,
including, without limitation, filing or causing the Lead Securitization Note Holder to file any bankruptcy petition against the
Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting
on behalf of the Lead Securitization Note Holder) shall not have any fiduciary duty to the Non-Lead Securitization Note Holders
in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder
from the obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing Standard (in
the case of the Master Servicer or the Special Servicer) or any liability for failure to do so). 


 


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


 


In connection with any
such sale, the Special Servicer shall be required to require that all offers be submitted to the Certificate Administrator or Special
Servicer, as applicable, in accordance with the terms of the Lead Securitization Servicing Agreement in writing and be


 






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accompanied
by a refundable deposit of cash in an amount equal to 5% of the offer amount (subject to a cap of $2,500,000). Whether any cash
offer constitutes a fair price for the Mortgage Loan shall be determined by the Trustee or Special Servicer, as applicable, in
accordance with the terms of the Lead Securitization Servicing Agreement; provided, that no offer from an Interested Person
shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two bona fide other offers
are received from independent third parties. In determining whether any offer received from an Interested Person represents a
fair price for the Mortgage Loan, the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal
conducted in accordance with the Lead Securitization Servicing Agreement within the preceding nine (9) month period or, in
the absence of any such Appraisal, on a new Appraisal. The Trustee shall select the Appraiser conducting any such new Appraisal.
In determining whether any such offer constitutes a fair price for the Mortgage Loan, the Trustee shall instruct the Appraiser
to take into account (in addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to the
Lead Securitization Servicing Agreement), as applicable, among other factors, the period and amount of any delinquency on the
affected Mortgage Loan, the occupancy level and physical condition of the related Mortgaged Property and the state of the local
economy. The Trustee may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate
matters retained by the Trustee at the expense of the Holders in connection with making such determination.


 


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


 


Subject to the terms
of the Lead Securitization Servicing Agreement, each of the Controlling Note Holder, the Controlling Note Holder Representative,
the Non-Controlling Note Holders and the applicable Non-Controlling Note Holder Representative shall be permitted to bid at any
sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 


The Non-Lead Securitization
Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder
an


 






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


 


The authority of the
Lead Securitization Note Holder to sell any Non-Lead Securitization Note, and the obligations of the Non-Lead Securitization Note
Holders to execute and deliver instruments or deliver any Non-Lead Securitization Note upon request of the Lead Securitization
Note Holder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which the Lead Securitization
Note is repurchased by the Initial Note A-1 Holder from the trust fund established under the Lead Securitization Servicing Agreement
in connection with a material breach of representation or warranty made by the Initial Note A-1 Holder with respect to Lead Securitization
Note or material document defect with respect to the documents delivered by the Initial Note A-1 Holder with respect to the Lead
Securitization Note upon the consummation of the Lead Securitization. The preceding sentence shall not be construed to grant to
the Non-Lead Securitization Note Holders the benefit of any representation or warranty made by the Initial Note A-1 Holder or any
document delivery obligation imposed on the Initial Note A-1 Holder under any mortgage loan purchase and sale agreement, instrument
of transfer or other document or instrument that may be executed or delivered by the Initial Note A-1 Holder in connection with
the Lead Securitization.


 


(b)              
The administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization
Servicing Agreement. The servicing of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is
a Specially Serviced Loan (or to the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special
Servicer, in each case pursuant to the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained
herein, in accordance with the Lead Securitization Servicing Agreement, the Lead Securitization Note Holder shall cause the Master
Servicer and the Special Servicer to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking
into account the interests of the Note Holders as a collective whole. The Note Holders agree to be bound by the terms of the Lead
Securitization Servicing Agreement. All rights and obligations of the Lead Securitization Note Holder described hereunder may be
exercised by the Master Servicer, the Special Servicer, the Certificate Administrator and/or the Trustee on behalf of the Lead
Securitization Note Holder. The Lead Securitization Servicing Agreement shall not be amended in any manner that may adversely affect
any Non-Lead Securitization Note Holder in its capacity as Non-Lead Securitization Note Holder without the related Non-Lead Securitization
Note Holder’s prior written consent. Each Non-Lead Securitization Note Holder (unless it is the same Person as or an Affiliate
of the Mortgage Loan Borrower) shall be a third-party beneficiary to the Lead Securitization Servicing Agreement with respect to
their rights as specifically provided for therein.


 






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


 


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


 






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


 


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


 


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


 


Anything herein or in
the Lead Securitization Servicing Agreement to the contrary notwithstanding, in the event that one of the Notes is included in
a REMIC and the other is not, such other Note Holder shall not be required to reimburse such Note Holder or any other Person for
payment of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to the administration of such REMIC or to any
determination respecting the amount, payment or avoidance of any tax under such REMIC or (iii) any advances for any of the foregoing
or any interest thereon or for deficits in other items of disbursement or income resulting from the use of


 






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funds
for payment of any such taxes, costs or expenses or advances, nor shall any disbursement or payment otherwise distributable to
the other Note Holders be reduced to offset or make-up any such payment or deficit.


 


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


 


(a)                
The Controlling Note Holder shall have the right at any time to appoint a representative
in connection with the exercise of its rights and obligations with respect to the Mortgage Loan (the “Controlling Note
Holder Representative”). The Controlling Note Holder shall have the right in its sole discretion at any time and from
time to time to remove and replace the Controlling Note Holder Representative in accordance with the terms of the Lead Securitization
Servicing Agreement. When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling
Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling Note Holder
Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower),
including, without limitation, the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate
of the Controlling Note Holder or any other unrelated third party. No such Controlling Note Holder Representative shall owe any
fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted to be
taken by the Controlling Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting on
behalf of the Controlling Note Holder. No Servicer, Operating Advisor, Asset Representations Reviewer, Trustee or Certificate
Administrator acting on behalf of the Lead Securitization Note Holder shall be required to recognize any Person as a Controlling
Note Holder Representative until the Controlling Note Holder has notified each Servicer, Operating Advisor, Asset Representations
Reviewer, Trustee and Certificate Administrator of such appointment and, if the Controlling Note Holder Representative is not
the same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides each Servicer, Operating Advisor,
Asset 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 Note Holder shall promptly deliver such information to each Servicer, Operating Advisor, Asset Representations
Reviewer, Trustee and Certificate Administrator. So long as no Consultation Termination Event (including any such deemed event)
is in effect pursuant to the terms of the Lead Securitization Servicing Agreement, the Controlling Note Holder Representative
shall be the Lead Securitization Subordinate Class Representative.


 


(b)               
Neither the Controlling Note Holder Representative nor the Controlling Note Holder will have
any liability to the other Note Holders or any other Person for any action taken, or for refraining from the taking of any action
or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Lead Securitization Servicing
Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith
or gross negligence. The Note Holders agree that the Controlling Note Holder Representative and the Controlling Note Holder (whether
acting in place of the


 






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


 


(c)                
Each Non-Controlling Note Holder shall have the right at any time to appoint a representative
in connection with the exercise of its rights and obligations with respect to the Mortgage Loan (each a “Non-Controlling
Note Holder Representative”). All of the provisions relating to the Controlling Note Holder and the Controlling Note
Holder Representative set forth in Section 6(a) (except those contained in the last sentence thereof) and Section 6(b) shall apply
to the Non-Controlling Note Holders and the related Non-Controlling Note Holder Representatives mutatis mutandis. The Non-Controlling
Note Holder Representatives, as of the date of this Agreement and until the Lead Securitization Note Holder (and the Master Servicer
and the Special Servicer) is notified otherwise, shall be the Initial Note A-2 Holder, the Initial Note A-3 Holder, the Initial
Note A-5 Holder and the Initial Note A-6 Holder.


 


(d)               
The Controlling Note Holder shall be entitled to exercise the rights and powers granted to
the Lead Securitization Note hereunder and the rights and powers granted to the “Controlling Class Representative”
or similar party under, and as defined in, the Lead Securitization Servicing Agreement with respect to the Mortgage Loan. In addition,
the Controlling Note Holder shall be entitled to advise (1) the Special Servicer with respect to all matters related to a
“Specially Serviced Loan” (as defined in the Lead Securitization Servicing Agreement) and (2) the Special
Servicer with respect to all matters for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer,
and, except as set forth below (i) the Master Servicer shall not be permitted to implement any Major Decision unless it has
obtained the prior written consent of the Special Servicer and (ii) the Special Servicer shall not be permitted to consent
to the Master Servicer’s implementing any Major Decision nor will the Special Servicer itself be permitted to implement
any Major Decision as to which the Controlling Note Holder has objected in writing within ten (10) Business Days (or 30 days
with respect to an Acceptable Insurance Default if so provided for in the Lead Securitization Servicing Agreement) after receipt
of the written recommendation and analysis and such additional information requested by the Controlling Note Holder as may be
necessary in the reasonable judgment of the Controlling Note Holder in order to make a judgment with respect to such Major Decision.
The Controlling Note Holder may also direct the Special


 






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Servicer
to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling Note Holder may deem
advisable.


 


If
the Controlling Note Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision
within ten (10) Business Days (or 30 days with respect to an Acceptable Insurance Default if so provided in the Lead Securitization
Servicing Agreement) after delivery to the Controlling Note Holder by the applicable Servicer of written notice of a proposed
Major Decision (which notice shall contain a legend, in conspicuous boldface type, substantially similar to the following: “THIS
IS A REQUEST FOR ACTION APPROVAL. IF THE CONTROLLING NOTE HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED ACTION WITHIN TEN
(10) BUSINESS DAYS, SUCH ACTION MAY BE DEEMED APPROVED”) together with any information requested by the Controlling
Note Holder as may be necessary in the reasonable judgment of the Controlling Note Holder in order to make a judgment, then upon
the expiration of such ten (10) Business Day (or 30 days with respect to an Acceptable Insurance Default if so provided in the
Lead Securitization Servicing Agreement) period, such Major Decision shall be deemed to have been approved by the Controlling
Note Holder. 


 


In the event that the
Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by the Lead Securitization Servicing
Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or any
other matter requiring consent of the Controlling Note Holder is necessary to protect the interests of the Note Holders (as a collective
whole) and the Special Servicer has made a reasonable effort to contact the Controlling Note Holder, the Master Servicer or the
Special Servicer, as the case may be, may take any such action without waiting for the Controlling Note Holder’s response.


 


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


 


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


 






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willful
misconduct or to have recklessly disregarded any exercise of its rights by reason of its having acted or refrained from acting,
or having given any consent or having failed to give any consent, solely in the interests of any Note Holder.


 


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


 


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


 






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Section
8.          Payment Procedure.


 


(a)              
The Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3
and subject to the terms of the Lead Securitization Servicing Agreement, will deposit or cause to be deposited all payments allocable
to the Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6 to the Collection Account or Companion Distribution Account,
as applicable, pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder
(or the Master Servicer acting on its behalf) shall (i) deposit such amounts to the applicable account within two (2) Business
Days after receipt of properly identified funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf)
from or on behalf of the Mortgage Loan Borrower and (ii) remit from the Collection Account or Companion Distribution Account,
as applicable, (A) prior to the Securitization Date, within two (2) Business Days of receipt of properly identified funds and
(B) on or after the Securitization Date, within the time period specified in the Lead Securitization Servicing Agreement for such
Note, all payments received and allocable with respect to the Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6 (net
of amounts payable or reimbursable from such account) by wire transfer to accounts maintained by the Note A-1 Holder, the Note
A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder, respectively.


 


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


 


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


 


(d)              
Each Note Holder agrees that if at any time it shall receive from any sources whatsoever
any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess
to the applicable Note Holder, subject to this


 






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Agreement
and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts
due hereunder from any Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to
such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations
under this Section 8 constitute absolute, unconditional and continuing obligations.


 


Section
9.         Limitation on Liability of the Note Holders. Subject to the terms of the Lead Securitization
Servicing Agreement governing Servicer liability, each Note Holder shall have no liability to the other Note Holders with respect
to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement
on the part of such Note Holder.


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


Section
14.        Sale of the Notes. 


 


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


 


For the purposes of this
Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation
hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then
current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed
to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes
of this Agreement. For purposes of clarity, any such waiver, declination
or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, 


 






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


 


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


 


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


 






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Agreement.
Any pledging Note Holder hereby unconditionally and absolutely releases the other Note Holders and any Servicer from any liability
to the pledging Note Holder on account of such other Note Holder’s or Servicer’s compliance with any Redirection Notice
believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to
exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee (and accept an assignment in lieu
of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Note Holders and
any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate thereof
which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in
lieu of foreclosure), and its successor and assigns, as the successor to the pledging Note Holder’s rights, remedies and
obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations
of the pledging Note Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such
Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 14(c)
shall remain effective as to any Note Holder (and any Servicer) unless and until such Note Pledgee shall have notified any such
Note Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


Section
16.       Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE
NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


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


 


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


 






    39


     


    

 


STATE
OF NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM
ANY THEREOF;


 


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


 


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


 


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


 


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


 


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


 


Section
20.       Counterparts. This Agreement may be executed in any number of counterparts and all
of such counterparts shall together constitute one and the same instrument.






    40


     


    

 


Delivery
of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission
shall be effective as delivery of a manually executed original counterpart of this Agreement.


 


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


 


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


 


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


 


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


 


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


 






    41


     


    

 


Lead
Securitization Note Holder and at its sole cost and expense, shall defend any claim or action relating to the foregoing indemnification
using counsel selected by the Lead Securitization Note Holder.


 


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


 


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


 


Section
26.        Cooperation in Securitization.


 


(a)               
Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to
include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence,
at the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holders shall use reasonable efforts,
at Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with the Lead Securitization Note Holder in attempting
to cause the Mortgage Loan Borrower to satisfy, the market


 






    42


     


    

 


standards
to which the Lead Securitization Note Holder customarily adheres or which may be reasonably required in the marketplace or by
the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications
to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in attempting to cause
the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably
requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with
the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Lead Securitization Note Holders shall
not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable)
in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any
payments due to or priority of such payments to, any Non-Lead Securitization Note Holder or (ii) materially increase the
Non-Lead Securitization Note Holders’ obligations or materially decrease the Non-Lead Securitization Note Holders’
rights, remedies or protections. In connection with the Lead Securitization, Non-Lead Securitization Note Holders agree to provide
for inclusion in any disclosure document relating to the Lead Securitization such information concerning the Non-Lead Securitization
Note Holders and any Non-Lead Securitization Note as the Lead Securitization Note Holder reasonably determines to be necessary
or appropriate, and the Non-Lead Securitization Note Holders covenant and agree that they shall, at the Lead Securitization Note
Holder’s expense, cooperate with the reasonable requests of each Rating Agency and Lead Securitization Note Holder in connection
with the Lead Securitization (including, without limitation, reasonably cooperating with the Lead Securitization Noteholder (without
any obligation to make additional representations and warranties) to enable the Lead Securitization Noteholder to make all necessary
certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage
Loan and the Lead Securitization), as well as in connection with all other matters and the preparation of any offering documents
thereof and to review and respond reasonably promptly with respect to any information relating to the Non-Lead Securitization
Note Holders and any Non-Lead Securitization Note in any Securitization document. Any Non-Lead Securitization Note Holder acknowledges
that the information provided by it to the Lead Securitization Note Holder may be incorporated into the offering documents for
the Lead Securitization. The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information
supplied by, or on behalf of, any Non-Lead Securitization Note Holder. The Lead Securitization Note Holder will reasonably cooperate
with any Non-Lead Securitization Note Holder by providing all information reasonably requested that is in the Lead Securitization
Note Holder’s possession in connection with any Non-Lead Securitization Note Holders’ preparation of disclosure materials
in connection with a Securitization.


 


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


 


Section
27.       Notices.
All notices required hereunder shall be given by (i) telephone (confirmed promptly in writing) or shall be in writing and
personally delivered, (ii) sent by facsimile transmission (during business hours) if the sender on the same day sends a


 






    43


     


    

 


confirming
copy of such notice by reputable overnight delivery service (charges prepaid), (iii) reputable overnight delivery service
(charges prepaid) or (iv) certified United States mail, postage prepaid return receipt requested, and addressed to the respective
parties at their addresses set forth on Exhibit B hereto, or at such other address as any party shall hereafter inform the
other party by written notice given as aforesaid. All written notices so given shall be deemed effective upon receipt.


 


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


 


Section
29.        Certain Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
30.        Termination and Resignation of Agent.


 


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


 






    44


     


    

 


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


 


Section
31.       Resizing. Notwithstanding any other provision of this Agreement, for so long as JPM
or BSP or an affiliate of either of them (an “Original Entity”) is the owner of any Non-Lead Securitization
Note (the “Owned Note”), such Original Entity shall have the right, subject to the terms of the Mortgage Loan
Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in either case, “New
Notes”) reallocating the principal of the Owned Note to such New Notes; or severing the Owned Note into one or more further
“component” notes in the aggregate principal amount equal to the then outstanding principal balance of the Owned Note
provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than
the aggregate principal of the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest
rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis and such
reallocated or component notes shall be automatically subject to the terms of this Agreement, (iv) the Original Entity holding
the New Notes shall notify the Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator
and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New
Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Original Entity holding
the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement
to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization
Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent
of the holder of the other Notes. In connection with the foregoing (provided the conditions set forth in (i) through (v) above
are satisfied, with respect to (i) through (iv), as certified by the Original Entity, on which certification the Master Servicer
can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this
Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of
principal. If more than one New Note is created hereunder, for purposes of exercising the rights of the Non-Controlling Note Holders
hereunder, the “Non-Controlling Note Holder” of such New Notes shall be as provided in the definition of such term
in this Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 






    45


     


    

 


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


	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, a national banking association, as Initial Note A-1 Holder
	 	 	 
		By:	/s/ Bradley J. Horn 
	 	 	Name: Bradley J. Horn

Title:   Executive Director 









	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, a national banking association, as Initial Note A-2 Holder
	 	 	 
		By:	/s/ Bradley J. Horn 
	 	 	Name: Bradley J. Horn 

Title:   Executive Director 





	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, a national banking association, as Initial Note A-3 Holder
	 	 	 
		By:	/s/ Bradley J. Horn 
	 	 	Name: Bradley J. Horn 

Title:   Executive Director








	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, a national banking association, as Initial Note A-4 Holder
	 	 	 
		By:	/s/ Bradley J. Horn 
	 	 	Name: Bradley J. Horn 

Title:   Executive Director


 


(Co-Lender
Agreement – 100 East Pratt)


 






     


     


    

 


	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, a national banking association, as Initial Note A-5 Holder
	 	 	 
		By:	/s/ Bradley J. Horn
	 	 	Name: Bradley J. Horn

Title:   Executive Director 











	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, a national banking association, as Initial Note A-6 Holder
	 	 	 
		By:	/s/ Bradley J. Horn
	 	 	Name: Bradley J. Horn

Title:   Executive Director 


 


(Co-Lender
Agreement – 100 East Pratt)


  



     


     


    




  


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrowers:	100 Pratt St. Ventures, LLC and 100 Pratt St. Holdings, LLC
	Date of Mortgage Loan: 	March 31, 2016
	Date of Notes: 	March 31, 2016
	Original Principal Amount of Mortgage Loan:	$110,400,000.00
	Principal Amount of Mortgage Loan as of the date hereof:	$110,400,000.00
	Initial Note A-1 Principal Balance:	$30,000,000.00
	Initial Note A-2 Principal Balance:	$10,000,000.00
	Initial Note A-3 Principal Balance:	$15,200,000.00
	Initial Note A-4 Principal Balance:	$30,000,000.00
	Initial Note A-5 Principal Balance:	$10,000,000.00
	Initial Note A-6 Principal Balance:	$15,200,000.00
	Location of Mortgaged Property:	100 East Pratt, Baltimore, MD 00000
	Initial Maturity Date:	April 6, 2026


 






    A-1


     


    

  


EXHIBIT B


 


		1.	Initial Note A-1 Holder:



 


(Prior to Securitization of Note A-1):


 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


200 Liberty Street 


New York, NY 10281 


Attention: Lisa Pauquette

Facsimile No.: (212) 504-6666


 






    B-1


     


    




 


(Following Securitization of Note A-1):


 


		(i)	Depositor:






 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York 10179

Attention: Kunal K. Singh

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


 


with a copy to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

32nd Floor

New York, New York 10179

Attention: Bianca A. Russo

Managing Director and Associate General Counsel

Telecopy number: (917) 464-6116

E-mail: russo_bianca@jpmorgan.com


 


		(ii)	Master Servicer:



 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing





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

Charlotte, North Carolina 28202

Attention: JPMDB 2016-C2 Asset Manager

Telecopy number: (704) 715-0036


 


with a copy to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30 


Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Reference: JPMDB 2016-C2




 


with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor





214 North Tyron Street


 






    B-2


     


    

 


Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190


 


		(iii)	Special Servicer:



 


Midland Loan Services, a Division of PNC Bank, National
Association

10851 Mastin Street

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy number: 1-888-706-3565


 


with a copy to:



Stinson Leonard Street LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 


		(iv)	Trustee:








Wilmington Trust, National Association 


1100 North Market Street 


Wilmington, Delaware 19801 


Attention: CMBS Trustee 


Email: cmbstrustee@wilmingtontrust.com


  


		(v)	Certificate Administrator:



 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMDB 2016-C2 Mortgage Trust

Telecopy Number: (410) 715-2380

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

trustadministrationgroup@wellsfargo.com 


 



    B-3


     


    




 


		(vi)	Operating Advisor:



 


Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer

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

notices@pentalphasurveillance.com


 


with a copy to:



Bass Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Attention: Jay Knight

Email: jknight@bassberry.com 


 


		(vii)	Asset Representations Advisor:



 


Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer

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

notices@pentalphasurveillance.com


 


with a copy to:



Bass Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Attention: Jay Knight

Email: jknight@bassberry.com



 






    B-4


     


    

 


		2.	Initial Note A-2 Holder:



 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


200 Liberty Street 


New York, NY 10281 


Attention: Lisa Pauquette

Facsimile No.: (212) 504-6666


 


		2.	Initial Note A-3 Holder:



 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 






    B-5


     


    

 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


200 Liberty Street 


New York, NY 10281 


Attention: Lisa Pauquette

Facsimile No.: (212) 504-6666


  


		3.	Initial Note A-4 Holder:



 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


200 Liberty Street 


New York, NY 10281 


Attention: Lisa Pauquette

Facsimile No.: (212) 504-6666




 


		3.	Initial Note A-5 Holder:



 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 






    B-6


     


    

 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


200 Liberty Street 


New York, NY 10281 


Attention: Lisa Pauquette

Facsimile No.: (212) 504-6666


  


		3.	Initial Note A-6 Holder:



 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


200 Liberty Street 


New York, NY 10281 


Attention: Lisa Pauquette

Facsimile No.: (212) 504-6666


 






    B-7


     


    

   


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