Exhibit 4.9


 


 





EXECUTION VERSION


 







AGREEMENT BETWEEN NOTEHOLDERS




 


Dated as of April 25, 2016



by and between




 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION



(Initial Note A-1 Holder)


 


and


 


COLUMN FINANCIAL, INC.



(Initial Note A-2 Holder)


 


and


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION



(Initial Note B-1 Holder)


 


and


 


COLUMN FINANCIAL, INC.



(Initial Note B-2 Holder)


 


Quaker Bridge Mall


 






    


     

    

 


THIS AGREEMENT BETWEEN
NOTEHOLDERS (“Agreement”), dated as of April 25, 2016 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
a national banking association, having an address of 383 Madison Avenue, New York, New York 10179 (together with its successors
and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial Note A-1 Holder”, and
in its capacity as the initial agent, the “Initial Agent”), COLUMN FINANCIAL, INC., a Delaware corporation,
having an address at 11 Madison Avenue, New York, New York 10010 (together with its successors and assigns in interest, in its
capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
a national banking association, having an address of 383 Madison Avenue, New York, New York 10179 (together with its successors
and assigns in interest, in its capacity as initial owner of the Note B-1, the “Initial Note B-1 Holder”), and
COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (together with
its successors and assigns in interest, in its capacity as initial owner of the Note B-2, the “Initial Note B-2 Holder”
and, collectively with the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note B-1 Holder, the “Initial
Noteholders”)).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein) the Initial Noteholders originated a certain loan described on the schedule attached
hereto as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to the mortgage
loan borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which is evidenced, inter
alia, by (i) that certain Promissory Note A-1, dated as of April 5, 2016 made by the Mortgage Loan Borrower in favor of
the Initial Note A-1 Holder, in the original principal amount of $83,333,333.00 (as amended, modified or supplemented, “Note
A-1”), (ii) that certain Promissory Note A-2, dated as of April 5, 2016 made by the Mortgage Loan Borrower in favor of
the Initial Note A-2 Holder, in the original principal amount of $66,666,667.00 (as amended, modified or supplemented, “Note
A-2”), (iii) that certain Promissory Note B-1, dated as of April 5, 2016 made by the Mortgage Loan Borrower in favor
of the Initial Note B-1 Holder, in the original principal amount of $16,666,667.00 (as amended, modified or supplemented, “Note
B-1”), and (iv) that certain Promissory Note B-2, dated as of April 5, 2016 made by the Mortgage Loan Borrower in favor
of the Initial Note B-2 Holder, in the original principal amount of $13,333,333.00 (as amended, modified or supplemented, “Note
B-2” and together with the Note B-1, collectively, the “B Notes”), and secured by that certain Mortgage,
Assignments of Leases and Rents and Security Agreement (as amended, modified or supplemented, the “Mortgage”)
on one or more parcels of, or estates in, real property located as described on the Mortgage Loan Schedule (the “Mortgaged
Property”); and


 


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


 


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


 






    


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“B Note”
shall mean, each of the Note B-1 and Note B-2.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Controlling
Noteholder” shall mean as of any date of determination (i) the Note B-1 Holder, unless a Control Appraisal Period has
occurred and is continuing or (ii) if a Control Appraisal Period has occurred and is continuing, the Note A-1 Holder; provided
that at any time Note A-1 is the Controlling Noteholder and is included in the Lead Securitization, references to the “Controlling
Noteholder” herein shall mean the holders of the majority of the class of securities issued in the Lead Securitization designated
as the “controlling class” (or such lesser amount as permitted under the terms of the Servicing Agreement) or such
other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Noteholder” hereunder, as
and to the extent provided in the Servicing Agreement; provided, further, that, if the Noteholder of the Note B-1 would be the
Controlling Noteholder pursuant to the terms hereof, but any interest in such Note B-1 is held by the Mortgage Loan Borrower or
a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower or Mortgage Loan Borrower Related Party would otherwise be
entitled to exercise the rights of the Controlling Noteholder, a Control Appraisal Period shall be deemed to have occurred. As
of the Closing Date, the Controlling Noteholder will be the Noteholder of Note B-1.


 


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


 


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


 






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


 


“Defaulted Mortgage
Loan Purchase Price” shall mean the sum, without duplication, of (a) the Principal Balance of Note A-1 and Note
A-2, (b) accrued and unpaid interest thereon at the Note A-1 Rate and Note A-2 Rate, respectively, from the date as to which
interest was last paid in full by Mortgage Loan Borrower up to and including the end of the interest accrual period relating to
the Monthly Payment Date next following the date the purchase occurred, (c) any other amounts due under the Mortgage Loan, other
than Prepayment Premiums, default interest, late fees, exit fees and any other similar fees, provided that if the Mortgage
Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser, the Defaulted Mortgage Loan Purchase Price shall include
Prepayment Premiums, default interest, late fees, exit fees and any other similar fees, (d) without duplication of amounts
under clause (c), any unreimbursed property protection or servicing Advances and any expenses incurred in enforcing the Mortgage
Loan Documents (including, without limitation, servicing Advances payable or reimbursable to any Servicer, and earned and unreimbursed
special servicing fees), (e) without duplication of amounts under clause (c), any accrued and unpaid Advance Interest Amount,
(f) any amounts payable in respect of the Mortgage Loan to the Asset Representations Reviewer, (g) (i) if the Mortgage Loan Borrower
or a Mortgage Loan Borrower Related Party is the purchaser or (ii) if the Mortgage Loan is purchased after ninety (90) days after
the first such option becomes exercisable pursuant to Section 12 of this Agreement, any liquidation or workout fees payable
under the Servicing Agreement with respect to the Mortgage Loan and (h) any Recovered Costs not reimbursed previously to Note A-1
or Note A-2 pursuant to this Agreement. Notwithstanding the foregoing, if the Note B Holder is purchasing from the Mortgage Loan
Borrower or a Mortgage Loan Borrower Related Party, the Defaulted Mortgage Loan Purchase Price shall not include the amounts described
under clauses (d) through (h) of this definition. If the Mortgage Loan is converted into a REO Property, for purposes of determining
the Defaulted Mortgage Loan Purchase Price, interest will be deemed to continue to accrue on Note A-1 and Note A-2 at the Note
A-1 Rate or Note A-2 Rate, as applicable, as if the Mortgage Loan were not so converted. In no event shall the Defaulted Mortgage
Loan Purchase Price include amounts due or payable to the Note B Holder under this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Insolvency
Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or any other
insolvency, liquidation, reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action for the dissolution
of the Mortgage Loan Borrower, any proceeding (judicial or otherwise) concerning the application of the assets of the Mortgage
Loan Borrower for the benefit of its creditors, the appointment of or any proceeding seeking the appointment of a trustee, receiver
or other similar custodian for all or any substantial part of the assets of the Mortgage Loan Borrower or any other action concerning
the adjustment of the debts of the Mortgage Loan Borrower, the cessation of business by the Mortgage Loan Borrower, except following
a sale, transfer or other disposition of all or substantially all of the assets of the Mortgage Loan Borrower in a transaction
permitted


 






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


 


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


 


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


 


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


 


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


 


“Lead Securitization”
shall mean the Securitization of Note A-1 pursuant to the Servicing Agreement in connection with the issuance of the JPMDB Commercial
Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass Through Certificates, Series 2016-C2.


 


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


 


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


 


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


 


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


 


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


 






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“Major Decisions”
shall mean:


 


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


 


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


 


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


 


(iv)      
any material direct or indirect sale of all or any material portion of the Mortgaged Property or REO Property;


 


(v)       
any determination to bring the REO property into compliance with applicable environmental laws or to otherwise address
hazardous material located at the REO Property;


 


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


 


(vii)     
any release of the Mortgage Loan Borrower or guarantor from liability with respect to the Mortgage Loan including, without
limitation, by acceptance of an assumption of the Mortgage Loan by a successor Mortgage Loan Borrower or replacement guarantor
except as expressly permitted by the Mortgage Loan Documents;


 


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


 






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(ix)      
any transfer of the Mortgaged Property or any portion thereof, or any transfer of any direct or indirect ownership interest
in the Mortgage Loan Borrower, except in each case as expressly permitted by the Mortgage Loan Documents;


 


(x)       
any incurring of additional debt by the Mortgage Loan Borrower, including the terms of any document evidencing or securing
any such additional debt and of any intercreditor or subordination agreement executed in connection therewith and any waiver of
or amendment or modification to the terms of any such document or agreement or incurring of mezzanine financing by any beneficial
owner of the Mortgage Loan Borrower, including the terms of any document evidencing or securing any such mezzanine debt and of
any intercreditor or subordination agreement executed in connection therewith and any waiver of or amendment or modification to
the terms of any such document or agreement (to the extent Lender’s approval is required by the Mortgage Loan Documents);


 


(xi)      
the waiver or modification of any documentation relating to the Guarantor’s obligations under the Guaranty (as defined
in the Mortgage Loan Documents);


 


(xii)       
the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower
unless any option to purchase Note A-1 and Note A-2 pursuant to Section 12 of this Agreement has expired or been waived under
Section 12 hereunder;


 


(xiii)      
any determination of an Acceptable Insurance Default with respect to the Mortgaged Property;


 


(xiv)      
the approval of any Annual Budget (as defined in the Loan Agreement), to the extent Lender shall have such approval under
the Loan Agreement;


 


(xv)     
the approval of any Major Lease (as defined in the Loan Agreement), to the extent Lender shall have such approval under
the Loan Agreement;


 


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


 


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


 


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


 






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“Model PSA”
shall mean the pooling and servicing agreement for the JPMBB Commercial Mortgage Securities Trust 2016-C1 transaction, dated as
of March 1, 2016, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association,
as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Wilmington Trust,
National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, and Pentalpha Surveillance
LLC, as operating advisor and asset representations reviewer, subject to such changes required by the mortgage loan sellers in
connection with the execution of the Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the mortgage loan agreement, dated as of April 5, 2016, between the Mortgage Loan Borrower and
JPMorgan Chase Bank, National Association and Column Financial, Inc., collectively, as lender, as the same may be amended, restated,
renewed, extended, modified or supplemented from time to time, subject to the terms hereof.


 


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


 


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


 






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


 


“Mortgage Loan
Rate” shall mean, as of any date of determination, the weighted average of the Note A-1 Rate, the Note A-2 Rate, the
Note B-1 Rate, and the Note B-2 Rate.


 


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


 


“Net Note A-1
Rate” shall mean the Note A-1 Rate minus the Servicing Fee Rate applicable to Note A-1.


 


“Net Note A-2
Rate” shall mean the Note A-2 Rate minus the Servicing Fee Rate applicable to Note A-2.


 


“Net Note B-1
Rate” shall mean the Note B-1 Rate minus the Servicing Fee Rate applicable to Note B-1.


 


“Net Note B-2
Rate” shall mean the Note B-2 Rate minus the Servicing Fee Rate applicable to Note B-2.


 


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


 


“Non-Controlling
Note” shall mean the interest of the Non-Controlling Noteholder in its Note.


 


“Non-Controlling
Note Holder” means the Note A-2 Holder; provided that at any time Note A-2 is included in a Securitization, references
to the “Non-Controlling Note Holder” herein shall mean the Non-Controlling Class Representative or any other party
assigned the rights to exercise the rights of the “Non-Controlling Note Holder” hereunder, as and to the extent provided
in the related Non-Lead Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master
Servicer and the Special Servicer) has been given written notice; provided that if at any time 50% or more of Note A-2 is held
by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled to exercise the rights
of the 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 exercising the rights of the “Non-Controlling
Note Holder” herein or under the Servicing Agreement and, (x) to the extent that the related Non-Lead Servicing Agreement
assigns such rights to more than one party or (y) to the extent Note A-2 is split into two or more New Notes pursuant to Section
31, for purposes of this Agreement, the Non-Lead Servicing Agreement or the holders of such New Notes shall designate one party
to


 






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deal with Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) and provide
written notice of such designation to the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer acting
on its behalf); provided that, in the absence of such designation and notice, the Lead Securitization Note Holder (or the
Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received
written notice as having been designated as the Non-Controlling Note Holder, as the Non-Controlling Note Holder for all purposes
of this Agreement. As of the date hereof and until further notice from the Non-Lead Securitization Note Holder (or the Non-Lead
Master Servicer or another party acting on its behalf), the Initial Note A-2 Holder is the Non-Controlling Note Holder.


 


Prior to Securitization
of the Non-Lead Securitization Note (including any New Notes), all notices, reports, information or other deliverables required
to be delivered to the Non-Lead Securitization Note Holder or the Non-Controlling Note Holder pursuant to this Agreement or the
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 Initial Note A-2 Holder and, when so delivered to the Initial Note A-2 Holder, 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 Servicing Agreement. Following Securitization of the Non-Lead Securitization
Note, all notices, reports, information or other deliverables required to be delivered to the Non-Lead Securitization Note Holder
or the Non-Controlling Note Holder pursuant to this Agreement or the Servicing Agreement by the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the Non-Lead Master Servicer and the
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 Non-Lead Servicing Agreement) and, when so delivered to the Non-Lead Master Servicer and the 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 Servicing Agreement.


 


“Non-Exempt
Person” shall mean any Person other than a Person who is either (i) a U.S. Person or (ii) has on file with the Agent
for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which,
pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person,
(B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Note A-1 Holder and
the Note A-2 Holder to make such payments free of any obligation or liability for withholding.


 


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


 


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


 


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


 






    12


     

    

 


“Non-Lead Securitization
Note” shall mean Note A-2.


 


“Non-Lead Securitization
Note Holder” shall mean the Note A-2 Holder.


 


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


 


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


 


“Non-Lead Servicer”
shall mean the Non-Lead Master Servicer or Non-Lead Special Servicer, as applicable.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note”
shall mean any of Note A-1, Note A-2, Note B-1 and Note B-2, as applicable.


 


“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, together with its successors and assigns.


 


“Note A-1 Default
Rate” shall mean a rate per annum equal to the Note A-1 Rate plus the Note Default Interest Spread.


 


“Note A-1 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-1 Principal Balance
and the denominator of which is the 


 






    13


     

    

 


sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note B-1 Principal
Balance and the Note B-2 Principal Balance.


 


“Note A-1 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-1 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 Sections 3, 4 or 5, as applicable.


 


“Note A-1 Rate”
shall mean the Note A-1 Rate set forth on the Mortgage Loan Schedule.


 


“Note A-1 Relative
Spread” shall mean the ratio of the Note A-1 Rate to the Mortgage Loan Rate.


 


“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, together with its successors and assigns.


 


“Note A-2 Default
Rate” shall mean a rate per annum equal to the Note A-2 Rate plus the Note Default Interest Spread.


 


“Note A-2 Percentage
Interest” shall mean 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 B-1 Principal
Balance and the Note B-2 Principal Balance.


 


“Note A-2 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-2 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 Sections 3, 4 or 5, as applicable.


 


“Note A-2 Rate”
shall mean the Note A-2 Rate set forth on the Mortgage Loan Schedule.


 


“Note A-2 Relative
Spread” shall mean the ratio of the Note A-2 Rate to the Mortgage Loan Rate.


 


“Note B”
shall mean, collectively, the Note B-1 and Note B-2.


 


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


 


“Note B Principal
Balance” shall mean, at any time of determination, the sum of the Note B-1 Principal Balance and the Note B-2 Principal
Balance.


 


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


 






    14


     

    

 





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


 


“Note B-1 Default
Rate” shall mean a rate per annum equal to the Note B-1 Rate plus the Note Default Interest Spread.


 


“Note B-1 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-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 B-1 Principal
Balance and the Note B-2 Principal Balance.


 


“Note B-1 Principal
Balance” shall mean, at any time of determination, the Initial Note B-1 Principal Balance set forth on the Mortgage Loan
Schedule, less any payments of principal thereon or reductions in such amount pursuant to Section 3, 4 or 5, as applicable.


 


“Note B-1 Rate”
shall mean the Note B-1 Rate set forth on the Mortgage Loan Schedule.


 


“Note B-1 Relative
Spread” shall mean the ratio of the Note B-1 Rate to the Mortgage Loan Rate.


 


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


 


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


 


“Note B-2 Default
Rate” shall mean a rate per annum equal to the Note B-2 Rate plus the Note Default Interest Spread.


 


“Note B-2 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-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 B-1 Principal
Balance and the Note B-2 Principal Balance.


 


“Note B-2 Principal
Balance” shall mean, at any time of determination, the Initial Note B-2 Principal Balance set forth on the Mortgage Loan
Schedule, less any payments of principal thereon or reductions in such amount pursuant to Section 3, 4 or 5, as applicable.


 


“Note B-2 Rate”
shall mean the Note B-2 Rate set forth on the Mortgage Loan Schedule.


 


“Note B-2 Relative
Spread” shall mean the ratio of the Note B-2 Rate to the Mortgage Loan Rate.


 


“Note Default
Interest Spread” shall mean a rate per annum equal to five percent (5%); provided, however, that if the
weighted average of the Note A-1 Default Rate, the Note A-2 Default Rate, the Note B-1 Default Rate and the Note B-2 Default Rate
would exceed the maximum rate permitted by applicable law, the note default interest spread shall equal (i) the rate


 






    15


     

    

 


at which the
weighted average of the Note A-1 Default Rate, the Note A-2 Default Rate, the Note B-1 Default Rate and the Note B-2 Default Rate
equals the maximum rate permitted by applicable law minus (ii) the Mortgage Loan Rate.


 


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


 


“Note Rate”
shall mean any of the Note A-1 Rate, the Note A-2 Rate, the Note B-1 Rate and the Note B-2 Rate, as applicable.


 


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


 


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


 


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


 


“Percentage
Interest” shall mean, with respect to the Note A-1 Holder, the Note A-1 Percentage Interest, with respect to the Note
A-2 Holder, the Note A-2 Percentage Interest, with respect to the Note B-1 Holder, the Note B-1 Percentage Interest, and with respect
to the Note B-2 Holder, the Note B-2 Percentage Interest, as each may be adjusted from time to time.


 


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


 


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


 


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


 


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


 


“Principal Balance”
shall mean any of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note B-1 Principal Balance, and the Note
B-2 Principal Balance, as applicable.


 


“Pro Rata and
Pari Passu Basis” shall mean with respect to Note A-1 and Note A-2 and the related Noteholders and with respect to Note
B-1 and Note B-2 and the related Noteholders, the allocation of any particular payment, collection, cost, expense, liability or
other


 






    16


     

    

 


amount between such Notes or such Noteholders, as the case may be, without any priority of any such Note or any such Noteholder
over another such Note or Noteholder, as the case may be, and in any event such that each Note or Noteholder, as the case may be,
is allocated its respective Percentage Interest of such particular payment, collection, cost, expense, liability or other amount.


 


“Qualified Institutional
Lender” shall mean each of the Initial Note Holders, Teachers Insurance and Annuity Association of America and any other
U.S. Person that is:


 


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


 


(b)        
the trustee on behalf of the trust certificates issued pursuant to a master trust agreement involving a CDO comprised of,
or other securitization vehicle involving, assets deposited or transferred by a Note Holder and/or one or more Affiliates (whether
with assets from others or not), provided that the securities issued in connection with such CDO or other securitization
vehicle are rated by 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 securitization of, (b) the creation of collateralized debt obligations
(“CDO”) secured by, or (c) a financing through an “owner trust” of, a Note or any interest
therein (any of the foregoing, a “Securitization Vehicle”), provided that (1) one or more classes
of securities issued by such Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies
that assigned a rating to one or more classes of securities issued in connection with such Securitization; (2) in the case
of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle has a Required Special Servicer
Rating or is otherwise acceptable to the Rating Agencies rating each Securitization (such entity, an “Approved Servicer”)
and such Approved Servicer is required to service and administer such Note or any interest therein in accordance with servicing
arrangements for the assets held by the Securitization Vehicle which require that such Approved Servicer act in accordance with
a servicing standard


 






    17


     

    

 


notwithstanding any contrary direction or instruction from any other Person; or (3) in the case of a
Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered
and managed by a CDO Asset Manager which is a Qualified Institutional Lender, are each a Qualified Institutional Lender under
clauses (i), (ii), (iv) or (v) of this definition, or


 


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


 


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


 


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


 


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


 


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


 


“Qualified Trustee”
means (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the
laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept
the trust conferred, having a combined capital and surplus of at least $100,000,000 and


 






    18


     

    

 


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


 


“Rating Agencies”
shall mean DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P and their respective successors in interest or, if any of
such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized
statistical rating agency reasonably designated by the Depositor or Non-Lead Depositor to rate the securities issued in connection
with the Securitization of Note A-1 or Note A-2, as applicable; provided, however, that, at any time during which Note A-1 or Note
A-2 is an asset of one or more Securitizations, “Rating Agencies” or “Rating Agency” shall mean with respect
to Note A-1 or Note A-2, only those rating agencies that are engaged by the Depositor or Non-Lead Depositor, as applicable, from
time to time to rate the securities issued in connection with the Securitization of such Note.


 


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


 


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


 


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


 


“Relative Spread”
shall mean Note A-1 Relative Spread or Note A-2 Relative Spread or Note B-1 Relative Spread or Note B-2 Relative Spread, as the
context may require.


 


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


 


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


 


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


 






    19


     

    

 


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


 


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


 


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


 


“Securitization”
shall mean one or more sales by the Note A-1 Holder or Note A-2 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 Note A-1 or portion thereof is consummated.


 


“Securitization
Servicing Agreement” shall mean a pooling and servicing agreement, substantially in the form of the Model PSA and subject
to Section 2 hereof (provided that such agreement shall not adversely affect the rights or obligations hereunder of Note B Holder
in any material respect), to be entered into in connection with the Securitization, by and among (a) the Trustee, (b) the
Person who serves as master servicer from and after the Securitization Date, (c) the Person which serves as special servicer
from and after the Securitization Date, (d) the Person who serves as operating advisor from and after the Securitization Date,
(e) the Person who serves as asset representations reviewer from and after the Securitization Date and (f) the Depositor,
and any other additional Persons that may be party to such pooling and servicing agreement; provided it is acknowledged that such
agreement is subject in all respects to changes (i) required by the Code relating to the tax elections of the related Securitization
Trust (ii) required by law or changes in any law, rule or regulation and (iii) requested by the Rating Agencies or any purchaser
of subordinate certificates.  The Servicing Standard in the Securitization Servicing Agreement shall require, among other
things, that each Servicer, in servicing the Mortgage Loan, must take into account the interests of each Noteholder (taking into
account that the Note B is subordinate to the Note A-1 and Note A-2).


 






    20


     

    

 





“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which Note A-1 or Note A-2 is held.


 


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan, any
other Event of Default for which the Mortgage Loan is actually accelerated or any other Event of Default which causes the Mortgage
Loan to become a Specially Serviced Mortgage Loan, or any bankruptcy or insolvency event that constitutes an Event of Default;
provided, however, that unless the Servicer under the Servicing Agreement has notice or knowledge of such event at
least ten (10) Business Days prior to the applicable distribution date, distributions will be made sequentially beginning on the
subsequent distribution date; provided, further, that the aforementioned requirement of notice or knowledge will
not apply in the case of distribution of the final proceeds of a liquidation or final disposition of the Mortgage Loan. A Sequential
Pay Event shall no longer exist to the extent it has been cured (including any cure payment made by the Note B-1 Holder (unless
a Control Appraisal Period has occurred and is continuing) in accordance with Section 11) and shall not be deemed to exist to the
extent any Note B Holder is exercising its cure rights under Section 11.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Special Servicer”
shall 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 Servicing Agreement and this Agreement.


 






    21


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 2.        
Servicing.


 


(a)   
Each Noteholder acknowledges and agrees that, subject in each case to the terms of this Agreement, the Mortgage Loan shall
be serviced prior to the Securitization Date pursuant to the Interim Servicing Agreement and from and after the Securitization
Date (except as otherwise set forth in Section 5(b)), pursuant to the Securitization Servicing Agreement; provided
that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of the Notes other
than the Note A-1 (and the Non-Lead Master Servicer shall be required to advance monthly payments of principal and interest on
Note A-2 pursuant to the terms of the Non-Lead Servicing Agreement) if such principal or interest is not


 






    22


     

    

 


paid by the Mortgage Loan
Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the maintenance
of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Securitization
Servicing Agreement. The Note B Holder acknowledges that each of the Note A-1 Holder and the Note A-2 Holder may elect, in its
sole discretion, to include the Note A-1 and/or Note A-2 in a Securitization and agrees that it will, subject to Section 24,
reasonably cooperate with the Note A-1 Holder and the Note A-2 Holder, at the Note A-1 Holder’s and the Note A-2 Holder’s,
as applicable, sole cost and expense, to effect such Securitization. Subject to the terms and conditions of this Agreement, each
Noteholder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer, Special Servicer and
the Trustee under the Securitization Servicing Agreement by the Depositor and agrees to reasonably cooperate with the Master Servicer
and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with this Agreement and the Securitization
Servicing Agreement. Each Noteholder hereby irrevocably appoints the Master Servicer, the Special Servicer and the Trustee in the
Securitization as such Noteholder’s attorney-in-fact to sign any documents reasonably required with respect to the administration
and servicing of the Mortgage Loan on its behalf under the Securitization Servicing Agreement (subject at all times to the rights
of the Noteholder set forth herein and in the Servicing Agreement). In no event shall the Servicing Agreement require the Servicer
to enforce the rights of any Noteholder or limit the Servicer in enforcing the rights of one Noteholder against the other Noteholder;
however, this statement shall not be construed to otherwise limit the rights of one Noteholder with respect to the other Noteholder.


 


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


 


(c)          
The Securitization Servicing Agreement shall, unless otherwise agreed to by the Note B Holder, contain (i) servicing
and reporting provisions (including the Asset Status Report for all Major Decisions) substantially similar in all material respects
to the servicing provisions of the Model PSA and (ii) a Servicing Standard substantially similar in all material respects
to the servicing standard in the Model PSA. In no event may the Securitization Servicing Agreement change the interest allocable
to, or the amount of any payments due to, the Note B Holder or  materially increase the Note B Holder’s or the Controlling
Noteholder’s obligations or materially decrease the Controlling Noteholder’s or the Note B Holder’s rights, remedies
or protections hereunder. The Securitization Servicing Agreement shall require the Master Servicer and Special Servicer to service
the Mortgage Loan in accordance with the terms of this Agreement, including the rights of the Note B Holder hereunder.


 


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


 


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


 






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(ii)         
the Note B Holder shall be entitled to receive, and the Master Servicer and the Special Servicer shall provide, any information,
relating to the Mortgage Loan, the Mortgage Loan Borrower or the Mortgaged Property as such Person may reasonably request and
in the possession of, or collected or known by, the Master Servicer or Special Servicer relating to the Mortgage Loan and, in
any event, all information that is required to be provided to the “Directing Certificateholder” or analogous term
under the Securitization Servicing Agreement but not limited to standard CREFC® reports, provided that if an interest
in Note B or the Note B Holder is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, then the Note
B Holder shall not be entitled to receive the Asset Status Report or any other information relating to the Special Servicer’s
workout strategy or any “Excluded Information” or analogous term under the Securitization Servicing Agreement;


 


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


 


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


 


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


 


(f)     At
any time after the Securitization Date that the Note A-1 is no longer subject to the provisions of the Securitization Servicing
Agreement, the Note A-1 Holder shall (i) cause the Mortgage Loan to be serviced pursuant to a servicing agreement that contains
servicing provisions which are the same as or more favorable to Note A-2 Holder and Note B Holder, in substance, to those in the
Securitization Servicing Agreement, and (ii) cause the applicable Servicers to service and administer the Mortgage Loan in accordance
with the Servicing Standard as set forth in the Securitization Servicing Agreement, and all references herein to the “Securitization
Servicing Agreement” shall mean such subsequent servicing agreement; provided, however, that until a replacement servicing
agreement has been entered into, the Note A-1 Holder shall cause the Mortgage Loan to be serviced in accordance with the servicing
provisions set forth in the Securitization Servicing Agreement as if such agreement was still in full force and effect with respect
to the Mortgage Loan, provided, however, that the Servicer under the Securitization Servicing Agreement shall have no further
obligations to make P&I Advances; provided, further, however, that if the Non-Lead Securitization Note is in a Securitization,
then a Rating Agency Confirmation shall have been obtained from each Rating Agency; provided, further, however,
that until a replacement servicing agreement is in place, the actual servicing of the Mortgage Loan may be performed by any nationally
recognized commercial mortgage loan servicer appointed by Note A-1 Holder and does not have to be performed by the service providers
set forth under the Securitization Servicing Agreement. The Note A-1 Holder shall provide the Note A-2 Holder and Note B Holder
with a reasonable opportunity to review and comment on any replacement Servicing Agreement, and the Note B


 






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Holder agrees to reasonably
negotiate the final terms of such servicing agreement as promptly as reasonably possible upon receipt of any proposed revisions.


 


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


 


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


 


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


 


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


 






    25


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


Section 3.        
Subordination of the B Notes; Payments Prior to a Sequential Pay Event. Each B Note and the right of each Note B
Holder to receive payments of interest, principal and other amounts with respect to its respective B Note shall at all times be
junior, subject and subordinate to Note A-1 and Note A-2 and the right of the Note A-1 Holder and the Note A-2 Holder to receive
payments of interest, principal and other amounts with respect to Note A-1 and Note A-2 as set forth herein. If no Sequential Pay
Event, as determined by the


 






    26


     

    

 


applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan
Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property
or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds,
proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Insurance Proceeds
or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged
Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted
by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents
(to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements
on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement
and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator, Asset
Representations Reviewer or Trustee with respect to this Mortgage Loan (including any Penalty Changes) pursuant to the Servicing
Agreement, shall be applied by the Note A-1 Holder (or its designee) and distributed by the Servicer (on its behalf) for payment
in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing
Agreement):


 


(a)          
first, to the Note A-1 Holder and the Note A-2 Holder, pro rata, in an amount equal to the accrued and unpaid interest on
the Note A-1 Principal Balance at the Net Note A-1 Rate and on the Note A-2 Principal Balance at the Net Note A-2 Rate, respectively;


 


(b)  
second, to the Note A-1 Holder and the Note A-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to their respective
Percentage Interests of principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage
Loan, until their Principal Balances have been reduced to zero;


 


(c)   
third, to the Note A-1 Holder and the Note A-2 Holder on a Pro Rata and Pari Passu Basis up to the amount of any unreimbursed
costs and expenses paid by such Note A-1 Holder and/or such Note A-2 Holder including any Recovered Costs not previously reimbursed
to such Noteholder (or paid or advanced by any servicer on its behalf and not previously paid or reimbursed) with respect to the
Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


 


(d)  
fourth, to the Note A-1 Holder and the Note A-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the product
of (i) the Percentage Interest of such Note multiplied by (ii) the Note A-1 Relative Spread or Note A-2 Relative Spread, as applicable,
and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(e)   
fifth, to the Note A-1 Holder and the Note A-2 Holder, on a pro rata basis, in an amount equal to the Penalty Charges received,
if any;


 


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


 






    27


     

    

 


(g)  
seventh, to the Note B-1 Holder and the Note B-2 Holder, pro rata, in an amount equal to the accrued and unpaid interest
on the Note B-1 Principal Balance at the Net Note B-1 Rate and on the Note B-2 Principal Balance at the Net Note B-2 Rate, respectively;


 


(h)  
eighth, to the Note B-1 Holder and the Note B-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to their respective
Percentage Interests of principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage
Loan, until their Principal Balances have been reduced to zero;


 


(i)    
ninth, to the Note B-1 Holder and the Note B-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the product
of (i) the Percentage Interest of such Note multiplied by (ii) the Note B-1 Relative Spread or Note B-2 Relative Spread, as applicable,
and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(j)           
tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts
required to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of
Note B-1 and/or Note B-2 has been reduced, such excess amount shall be paid to the applicable Note B Holder in an amount up to
the reduction, if any, of the Note B-1 Principal Balance or Note B-2 Principal Balance, as applicable, as a result of such Workout,
plus interest on such amount at the related Note B-1 Rate or Note B-2 Rate, as applicable;


 


(k)          
eleventh, to the Note B-1 Holder and the Note B-2 Holder, on a pro rata basis, in an amount equal to the Penalty Charges
received, if any;


 


(l)           
twelfth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise
applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to
pay any Additional Servicing Expenses or to compensate a Servicer (in each case, provided that such reimbursements or payments
relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower,
shall be paid to the Note A-1 Holder, the Note A-2 Holder, the Note B-1 Holder and the Note B-2 Holder, pro rata, based on their
respective Percentage Interests; and


 


(m)         
thirteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied
in accordance with the foregoing clauses (a)-(l), any remaining amount shall be paid pro rata to the Note A-1 Holder, the Note
A-2 Holder, the Note B-1 Holder and the Note B-2 Holder in accordance with their respective Percentage Interests.


 


Section 4.        
Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in
accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer
and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower
or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts
realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special


 






    28


     

    

 


Servicer pursuant
to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of
Monthly Payments, any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds
under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Insurance Proceeds or Condemnation
Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released
to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC
Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents deemed appropriate
by the Servicer in accordance with the Servicing Standard to continue to be held as reserves or escrows or received as reimbursements
on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under Servicing Agreement
and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator, Asset
Representations Reviewer or Trustee with respect to this Mortgage Loan (including any Penalty Charges) pursuant to the Servicing
Agreement with respect to the Mortgage Loan, shall be distributed by the Servicer in the following order of priority without duplication
(and payments shall be made at such times as are set forth in the Servicing Agreement):


 


(a)   
first, to the Note A-1 Holder and the Note A-2 Holder, pro rata, in an amount equal to the accrued and unpaid interest on
the Note A-1 Principal Balance at the Net Note A-1 Rate and on the Note A-2 Principal Balance at the Net Note A-2 Rate, respectively;


 


(b)  
second, to the Note A-1 Holder and the Note A-2 Holder, pro rata, based on their outstanding Principal Balances, until their
Principal Balances have been reduced to zero;


 


(c)   
third, to the Note A-1 Holder and the Note A-2 Holder on a Pro Rata and Pari Passu Basis up to the amount of any unreimbursed
costs and expenses paid by such Note A-1 Holder and/or such Note A-2 Holder including any Recovered Costs not previously reimbursed
to such Noteholder (or paid or advanced by any servicer on its behalf and not previously paid or reimbursed) with respect to the
Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


 


(d)  
fourth, to the Note A-1 Holder and the Note A-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the product
of (i) the Percentage Interest of such Note multiplied by (ii) the Note A-1 Relative Spread or Note A-2 Relative Spread, as applicable,
and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


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


 


(f)   
sixth, to the Note B-1 Holder and the Note B-2 Holder, pro rata, in an amount equal to the accrued and unpaid interest on
the Note B-1 Principal Balance at the Net Note B-1 Rate and on the Note B-2 Principal Balance at the Net Note B-2 Rate, respectively;


 


(g)  
seventh, to the Note B-1 Holder and the Note B-2 Holder, pro rata, based on their outstanding Principal Balances, until
their Principal Balances have been reduced to zero;


 






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(h)  
eighth, to the Note B-1 Holder and the Note B-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the product
of (i) the Percentage Interest of such Note multiplied by (ii) the Note B-1 Relative Spread or Note B-2 Relative Spread, as applicable,
and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(i)           
ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts
required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of
Note B-1 and/or Note B-2 has been reduced, such excess amount shall be paid to the applicable Note B Holder in an amount up to
the reduction, if any, of the Note B-1 Principal Balance or Note B-2 Principal Balance, as applicable, as a result of such Workout,
plus interest on such amount at the related Note B-1 Rate or Note B-2 Rate, as applicable;


 


(j)           
tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise
applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to
pay any Additional Servicing Expenses or to compensate a Servicer (in each case, provided that such reimbursements or payments
relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower,
shall be paid to the Note A-1 Holder, the Note A-2 Holder, the Note B-1 Holder and the Note B-2 Holder, pro rata,
based on their respective Percentage Interests;


 


(k)          
eleventh, to the Note A-1 Holder and the Note A-2 Holder, on a pro rata basis, in an amount equal to Penalty Charges received,
if any;


 


(l)           
twelfth, to the Note B-1 Holder and the Note B-2 Holder, on a pro rata basis, in an amount equal to Penalty Charges received,
if any; and


 


(m)         
thirteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied
in accordance with the foregoing clauses (a)-(l), any remaining amount shall be paid pro rata to the Note
A-1 Holder, the Note A-2 Holder, the Note B-1 Holder and the Note B-2 Holder in accordance with their respective Percentage Interests.


  


For clarification purposes,
Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on the Note A-1 and Note A- 2 pursuant to Section
3 or Section 4 hereunder, shall be allocated to the Note A-1 Holder and the Note A-2 Holder on a pro rata basis
and applied first, to reduce, on a pro rata basis, the amounts payable on Note A-1 and Note A-2 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 Note A-1 and Note A-2 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


 






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on Note A-1 and Note A-2 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 pursuant to Section 3 or Section 4 hereunder 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 pursuant to Section 3 or Section
4 hereunder 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.


 


Penalty Charges (as
defined in the Lead Securitization Servicing Agreement) paid on the Note B-1 and Note B- 2 pursuant to Section 3 or Section
4 hereunder shall be allocated to the Note B -1 Holder and the Note B -2 Holder on a pro rata basis and applied first,
to reduce, on a pro rata basis, the amounts payable on Note B -1 and Note B -2 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 Note B -1 and Note B -2 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 Note B -1 and Note B -2 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, to the related Noteholders of the Note
B-1 and Note B-2.


 


Section 5.        
Administration of the Mortgage Loan.


 


(a)          
Subject to this Agreement (including, without limitation, Section 5(f) below) and the Servicing Agreement, the Note A-1
Holder (or the Servicer acting on behalf of the Note A-1 Holder) shall have the sole and exclusive authority with respect to the
administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without limitation, the sole
authority to modify or waive any of the terms of the Mortgage Loan Documents or consent to any action or failure to act by the
Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive any Event of Default, accelerate the Mortgage
Loan or institute any foreclosure action or other remedy and no other Noteholder shall have any voting, consent or other rights
whatsoever with respect to the Note A-1 Holder’s administration of, or exercise of its rights and remedies with respect to,
the Mortgage Loan. Subject to this Agreement and the Servicing Agreement (including, without limitation, Section 5(f) below), each
of the Note A-2 Holder, the Note B-1 Holder and the Note B-2 Holder agrees that it shall have no right to, and hereby presently
and irrevocably assigns and conveys to the Note A-1 Holder (or the Servicer acting on behalf of the Note A-1 Holder) the rights,
if any, that the Note A-2 Holder, Note B-1 Holder or Note B-2 Holder has to, (i) call or 


 






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cause the Note A-1 Holder to call
an Event of Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage
Loan Borrower, including, without limitation, filing or causing the Note A-1 Holder to file any bankruptcy petition against the
Mortgage Loan Borrower. The Note A-1 Holder (or the Servicer acting on behalf of the Note A-1 Holder) shall not have any fiduciary
duty to the Note A-2 Holder, the Note B-1 Holder or the Note B-2 Holder in connection with the administration of the Mortgage Loan
(but the foregoing shall not relieve the Note A-1 Holder from the obligation to make any disbursement of funds as set forth herein).


 


Subject to Section
11 and Section 12 hereof, upon the Mortgage Loan becoming a Defaulted Mortgage Loan, the Non-Lead Securitization Note
Holder 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 Note together with the Lead Securitization Note as
notes evidencing one whole loan in accordance with the terms of the Servicing Agreement. In connection with any such sale, the
Special Servicer shall be required to sell the Non-Lead Securitization Note together with the Lead Securitization Note in the manner
set forth in the Lead Securitization Agreement and shall be required to require that all offers be submitted to the Trustee in
writing and be 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; 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 represents a
fair price for the Mortgage Loan, the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal
conducted in accordance with the Servicing Agreement within the preceding nine (9) month period or, in the absence of any such
Appraisal, on a new Appraisal. The Trustee shall select the Appraiser conducting any such new Appraisal. In determining whether
any such offer constitutes a fair price for the Mortgage Loan, the Trustee shall instruct the Appraiser to take into account (in
addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to the Servicing Agreement), as
applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level and
physical condition of the related Mortgaged Property and the state of the local economy. The Trustee may conclusively rely on the
opinion of an Independent appraiser or other Independent expert in real estate matters retained by the Trustee at the expense of
the 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 Mortgage Loan without the written consent of the Non-Controlling Note Holder (provided that such
consent is not required if the Non-Controlling Note Holder is the Mortgage Loan Borrower or an affiliate of the Mortgage Loan Borrower)
unless the Special Servicer has delivered to the Non-Controlling Note Holder: (a) at least 15 Business Days’ prior written
notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10 days prior to the proposed sale date, a copy of each
bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection with any
such proposed sale, (c) at least 10 days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage
Loan, and any documents in the Servicing File reasonably requested by the Non-Controlling Note Holder that are material to the
price of the Mortgage Loan and (d) until the sale is completed, and a reasonable period of time (but no


 






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less time than is afforded
to the other offerors and the Controlling Class Representative) prior to the proposed sale date, all information and other documents
being provided to other offerors and all leases or other documents that are approved by and Servicer in connection with the proposed
sale; provided, that such Non-Controlling Note Holder may waive any of the delivery or timing requirements set forth in
this sentence. Subject to the terms of the Servicing Agreement, each of the Controlling Note Holder, the Controlling Class Representative,
the Non-Controlling Note Holder (or any controlling class representative or directing holder on its behalf under the Non-Lead Servicing
Agreement) shall be permitted to bid at any sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or an agent
or Affiliate of the Mortgage Loan Borrower.


 


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


 


The authority of the
Lead Securitization Note Holder to sell the Non-Lead Securitization Note, and the obligations of the Non-Lead Securitization Note
Holder to execute and delivery instruments or deliver the Non-Lead Securitization Note upon request of the Lead Securitization
Note Holder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which Lead Securitization
Note is repurchased by the Initial Note A-1 Holder from the trust fund established under the Lead Securitization 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 Lead Securitization
Note upon the consummation of the Lead Securitization. The preceding sentence shall not be construed to grant to the Non-Lead Securitization
Note Holder the benefit of any representation or warranty made by the Initial Note A-1 Holder or any document delivery obligation
imposed on the Initial Note A-1 Holder under any mortgage loan purchase and sale agreement, instrument 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 Servicing Agreement. Each Note B Holder
agrees to be bound by the terms of the Servicing Agreement. The Note A-1 Holder (or the Servicer on its behalf) shall service the
Mortgage Loan in accordance with the terms of this Agreement, including without limitation the rights of the Note B Holder set
forth in Section 5(f) below. Servicing of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage
Loan is a Specially Serviced Mortgage Loan, by the Special Servicer, in each case pursuant to the Servicing Agreement and this
Agreement. Notwithstanding anything to the contrary contained herein, in accordance with


 






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the Servicing Agreement, the Note A-1
Holder shall cause the Master Servicer and the Special Servicer to service and administer the Mortgage Loan in accordance with
the Servicing Standard, taking into account the interests of the Note A-1 Holder, the Note A-2 Holder, the Note B-1 Holder and
the Note B-2 Holder (it being understood that the interest of the Note B Holder is a junior Note interest, subject to the terms
and conditions of this Agreement), and any Note A-2 Holder, Note B-1 Holder or Note B-2 Holder who is not the Mortgage Loan Borrower
or a Mortgage Loan Borrower Related Party shall be deemed a third party beneficiary of such provisions of the Servicing Agreement.
The foregoing provisions of this Section 5(b) shall not limit or modify the rights of the Controlling Noteholder and/or
the Controlling Noteholder Representative to exercise their respective rights specifically set forth under this Agreement.


 


(c)   
Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement
and this Agreement (including, without limitation, Section 6), if the Servicer (on behalf of the Noteholders) in connection
with a Workout of the Mortgage Loan modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage
Loan is decreased, (ii) the Mortgage Loan Rate or scheduled amortization payments on such Mortgage Loan are reduced, (iii) payments
of interest or principal on such Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment (other than an
increase in the Mortgage Loan Rate or increase in scheduled amortization payments) is made to any of the terms of the Mortgage
Loan, all payments to the Note A-1 Holder and the Note A-2 Holder pursuant to Section 3 and Section 4,
as applicable, shall be made as though such Workout did not occur, with the payment terms of Note A-1 and Note A-2 remaining the
same as they are on the date hereof, the B Notes shall bear the full economic effect of all waivers, reductions or deferrals of
amounts due on the Mortgage Loan attributable to such Workout (up to the amount otherwise due on the B Notes). Subject to the Servicing
Agreement and this Agreement (including without limitation Section 6), in the case of any modification or amendment
described above, the Servicer (on behalf of the Noteholders) will have the sole authority and ability to revise the payment provisions
set forth in Section 3 and Section 4 above in a manner that reflects the subordination of the B Notes to
Note A-1 and Note A-2 with respect to the loss that is the result of such amendment or modification, including: (i) the ability
to increase the Note A-1 Percentage Interest and Note A-2 Percentage Interest and to reduce the Note B-1 Percentage Interest and
Note B -2 Percentage Interest in a manner that reflects a loss in principal as a result of such amendment or modification and (ii) the
ability to change the Note A-1 Rate, the Note A-2 Rate, the Note B-1 Rate and the Note B-2 Rate, as applicable, in order to reflect
a reduction in the Mortgage Loan Rate of the Mortgage Loan but shall not be permitted to change the order of the clauses set forth
in Section 3 and Section 4 hereof. Notwithstanding the foregoing, if any Workout, modification or amendment of the
Mortgage Loan extends the original maturity date of the Mortgage Loan, for purposes of this paragraph, the Balloon Payment will
be deemed not to be due on the original maturity date of the Mortgage Loan but will be deemed due on the extended maturity date
of the Mortgage Loan.


 


(d)           All rights and obligations of the Note A-1 Holder described hereunder may be exercised by the Servicer on behalf of the
Note A-1 Holder in accordance with the Servicing Agreement and this Agreement.


 


(e)   
If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within
the meaning of Section 860D(a) of the Code, then, any provision of


 






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this Agreement to the contrary notwithstanding: (i) the Mortgage
Loan shall be administered such that the Notes shall each qualify at all times as (or as interests in) a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on
behalf of the Noteholders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of
the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interests of the
Noteholders therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
the Code and (iii) the Note A-1 Holder may not modify, waive or amend any provision of the Mortgage Loan, consent to or withhold
consent from any action of the Mortgage Loan Borrower, or exercise or refrain from exercising any powers or rights which the Note
A-1 Holder may have under the Mortgage Loan Documents, if any such action would constitute a “significant modification”
of the Mortgage Loan, within the meaning of Section 1.860G 2(b) of the regulations of the United States Department of the Treasury,
more than three months after the earliest startup day of any REMIC which includes Note A-1 or Note A-2 (or any portion thereof).
The Noteholders agree that the provisions of this Section 5(e) shall be effected by compliance by the Note A-1 Holder or its assignees
with this Agreement or the Servicing Agreement or any other agreement which governs the administration of the Mortgage Loan or
the Note A-1 Holder’s interests therein. All costs and expenses of compliance with this Section 5(e), to the extent
that such costs and expenses relate to administration of a REMIC or to any determination respecting the amount, payment or avoidance
of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, shall be borne by the Note A-1 Holder
and the Note A-2 Holder on a pro rata and pari passu basis.


 


Anything herein or in
the Servicing Agreement to the contrary notwithstanding, in the event that one of the A-1 Note or the A-2 Note is included in a
REMIC and the other is not, such other Noteholder shall not be required to reimburse such Noteholder or any other Person for payment
of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to the administration of such REMIC or to any determination
respecting the amount, payment or avoidance of any tax under such REMIC or (iii) any advances for any of the foregoing or any interest
thereon or for deficits in other items of disbursement or income resulting from the use of funds for payment of any such taxes,
costs or expenses or advances, nor shall any disbursement or payment otherwise distributable to the other Noteholder be reduced
to offset or make-up any such payment or deficit.


 


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


 


If the Servicer has not
received a response from the Controlling Noteholder (or its Controlling Noteholder Representative) with respect to such Major Decision
within five (5) Business Days after delivery of the notice of a Major Decision, the Servicer shall deliver an additional copy of
the notice of a Major Decision in all caps bold 14-point font: “This is a Second Notice. Failure to respond within five (5)
Business Days of this Second Notice will result


 






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in a loss of your right to consent with respect to this decision.” and if
the Controlling Noteholder (or its Controlling Noteholder Representative) fails to respond to the Servicer with respect to any
such proposed action within five (5) Business Days after receipt of such second notice, the Controlling Noteholder (or its Controlling
Noteholder Representative), as applicable, shall have no further consent rights with respect to such action.


 


Notwithstanding the foregoing,
following the occurrence of an extraordinary event with respect to any Mortgaged Property, or if a failure to take any such action
at such time would be inconsistent with the Servicing Standard, the Servicer may take actions with respect to such Mortgaged Property
before obtaining the consent of the Controlling Noteholder (or its Controlling Noteholder Representative) if the Servicer reasonably
determines in accordance with the Servicing Standard that failure to take such actions prior to such consent would materially and
adversely affect the interest of the Noteholders, and the Servicer has made a reasonable effort to contact the Controlling Noteholder
(or its Controlling Noteholder Representative). The foregoing shall not relieve the Note A-1 Holder (or Servicer acting on its
behalf) of its duties to comply with the Servicing Standard.


 


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


 


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


 


Notwithstanding the foregoing,
during the continuance of a Control Appraisal Period, the Note A-1 Holder (or the 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 Controlling Class Representative pursuant to the Servicing
Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report
relating to the Mortgage Loan, to the Non-Controlling Note Holder (or its controlling class representative), within the same time
frame it is required to provide to the Controlling Class Representative (for this purpose, without regard to whether such items
are


 






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actually required to be provided to the Controlling Class Representative under the Servicing Agreement due to the occurrence
of a Control Termination Event (as defined in the Servicing Agreement) or a Consultation Termination Event (as defined in the Servicing
Agreement)) and


 


(ii) to consult with
the Non-Controlling Note Holder (or its controlling class representative) on a strictly non-binding basis, to the extent having
received such notices, information and reports, the Non-Controlling Note Holder (or its controlling class representative) requests
consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status
Report relating to the Mortgage Loan, and consider alternative actions recommended by the Non-Controlling Note Holder (or its controlling
class representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to the Non-Controlling
Note Holder (or its controlling class representative) by the Note A-1 Holder of written notice of a proposed action, together with
copies of the notice, information and report required to be provided to the Controlling Class Representative, the Note A-1 Holder
(or the Servicer acting on its behalf) shall no longer be obligated to consult with the Non-Controlling Note Holder (or its controlling
class representative), whether or not the Non-Controlling Note Holder(or its controlling class representative) has responded within
such ten (10) Business Day period (unless, the Note A-1 Holder (or the Servicer acting on its behalf) proposes a new course of
action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall
be deemed to begin anew from the date of such proposal and delivery of all information relating thereto).


 


Notwithstanding the consultation
rights of the Non-Controlling Note Holder (or its controlling class representative) set forth in the immediately preceding sentence,
the Note A-1 Holder (or Servicer acting on its behalf) may make any Major Decision or take any action set forth in the Asset Status
Report before the expiration of the aforementioned ten (10) Business Day period if the Note A-1 Holder (or Servicer acting on its
behalf) determines that immediate action with respect thereto is necessary to protect the interests of the Noteholders. In no event
shall the Note A-1 Holder (or Servicer acting on its behalf) be obligated at any time to follow or take any alternative actions
recommended by the Non-Controlling Note Holder (or its controlling class representative).


 


In addition to the consultation
rights of the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) provided in the immediately preceding
paragraph, during the continuance of a Control Appraisal Period, the Non-Controlling Note Holder shall have the right to attend
annual meetings (either telephonically or in person, in the discretion of the Servicer) with the Note A-1 Holder (or the Servicer
acting on its behalf) at the offices of the Servicer, as applicable, upon reasonable notice and at times reasonably acceptable
to the Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.


 


(h)  
 The Controlling Noteholder shall be entitled to avoid its applicable Control Appraisal Period caused by application of an
Appraisal Reduction Amount upon satisfaction of the following (which must be completed within thirty (30) days of the receipt of
a third party Appraisal that indicates such Control Appraisal Period has occurred): (i) such Controlling Noteholder shall have
delivered as a supplement to the appraised value of the Mortgaged Property, in the amount specified in clause (ii) below, to the
Servicer, together with documentation acceptable to the Servicer in accordance with the Servicing Standard to create


 






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and perfect
a first priority security interest in favor of the Servicer on behalf of the A-1 Noteholder in such collateral (a) cash collateral
for the benefit of, and acceptable to, the Servicer or (b) an unconditional and irrevocable standby letter of credit with the Servicer
as the beneficiary, issued by a bank or other financial institutions the long term unsecured debt obligations of which are at all
times rated at least “AA” (or the equivalent) by each Rating Agency that rates such institution or the short term obligations
of which are rated at least “A-1+” by (or the equivalent) by each Rating Agency that rates such institution (either
(a) or (b), the “Threshold Event Collateral”), and (ii) the Threshold Event Collateral shall be in an amount
which, when added to the appraised value of the Mortgaged Property as determined pursuant to the Servicing Agreement, would cause
the applicable Control Appraisal Period not to occur. If the requirements of this paragraph are satisfied by the Controlling Noteholder
(a “Threshold Event Cure”), no Control Appraisal Period caused by application of an Appraisal Reduction Amount
shall be deemed to have occurred. If a letter of credit is furnished as Threshold Event Collateral, the applicable Controlling
Noteholder shall be required to renew such letter of credit not later than thirty (30) days prior to expiration thereof or to replace
such letter of credit with a substitute letter of credit or other Threshold Event Collateral with an expiration date that is greater
than forty-five (45) days from the date of substitution; provided, however, that, if a letter of credit is not renewed
prior to thirty (30) days prior to the expiration date of such letter of credit, the letter of credit shall provide that the Servicer
may (and at the direction of the applicable Controlling Noteholder, shall) draw upon such letter of credit and hold the proceeds
thereof as Threshold Event Collateral. The Threshold Event Cure shall continue until (i) the appraised value of the Mortgaged Property
plus the value of the Threshold Event Collateral would not be sufficient to prevent a Control Appraisal Period from occurring;
or (ii) the occurrence of a Final Recovery Determination, as defined in the Servicing Agreement. If the appraised value of the
Mortgaged Property, upon any redetermination thereof, is sufficient to avoid the occurrence of a Control Appraisal Period without
taking into consideration any, or some portion of, Threshold Event Collateral previously delivered by the Controlling Noteholder,
any or such portion of Threshold Event Collateral held by the Servicer shall promptly be returned to such Controlling Noteholder
(at its sole expense). Upon a Final Recovery Determination with respect to the Mortgage Loan, such Threshold Event Collateral shall
be available to reimburse each Noteholder for any realized loss pursuant to Section 3 or Section 4, as applicable,
with respect to the Mortgage Loan after application of the net proceeds of liquidation, not in excess of the Note A-1 Principal
Balance, the Note A-2 Principal Balance, the Note B-1 Principal Balance and the Note B-2 Principal Balance, as the case may be,
plus accrued and unpaid interest thereon at the applicable interest rate and all other Additional Servicing Expenses reimbursable
under this Agreement and under the Servicing Agreement. Any Threshold Event Collateral shall be treated as an “outside reserve
fund” for purposes of the REMIC Provisions and such property (and the right to reimbursement of any amounts with respect
thereto from a REMIC) shall be beneficially owned by the posting Noteholder who shall be taxed on all income with respect thereto.
The entire amount of Threshold Event Collateral, without a haircut or other reduction, shall be considered in determining the sufficiency
of such Threshold Event Collateral to avoid a Control Appraisal Period.


 


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


 


Section 6.        
Appointment of Controlling Noteholder Representative.


 






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(a)   
The Controlling Noteholder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the Mortgage Loan (the “Controlling Noteholder Representative”).
The Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace
the Controlling Noteholder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement,
the Controlling Noteholder may, at its option, in each case, act through the Controlling Noteholder Representative. The Controlling
Noteholder Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage
Loan Borrower), including, without limitation, the Controlling Noteholder, any officer or employee of the Controlling Noteholder,
any affiliate of the Controlling Noteholder or any other unrelated third party. No such Controlling Noteholder Representative shall
owe any fiduciary duty or other duty to any other Person (other than the Controlling Noteholder). All actions that are permitted
to be taken by the Controlling Noteholder under this Agreement may be taken by the Controlling Noteholder Representative acting
on behalf of the Controlling Note Holder. No Servicer, Operating Advisor, Asset Representations Reviewer, Trustee or Certificate
Administrator acting on behalf of the Lead Securitization Note Holder shall be required to recognize any Person as a Controlling
Noteholder Representative until the Controlling Noteholder has notified each Servicer, Operating Advisor, Trustee and Certificate
Administrator of such appointment and, if the Controlling Noteholder Representative is not the same Person as the Controlling Noteholder,
the Controlling Noteholder Representative provides each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and
Certificate Administrator with written confirmation of its acceptance of such appointment, an address and facsimile number for
the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to this
Agreement may deal (including their names, titles, work addresses and facsimile numbers). The Controlling Noteholder shall promptly
deliver such information to each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and Certificate Administrator.
If the Note A-1 Holder is the Controlling Noteholder, no Controlling Noteholder Representative shall be appointed and the rights
of the Note A-1 Holder exercisable by the Controlling Class Representative shall be as set forth in the Servicing Agreement. Similarly,
if the Note A-1 Holder is the Controlling Noteholder, the rights of the Note A-2 Holder shall be exercisable by a controlling class
representative or directing holder as set forth in the Non-Lead Servicing Agreement.


 


(b)   
Neither the Controlling Noteholder Representative nor the Controlling Noteholder will have any liability to the other Noteholders
or any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure
to give any consent pursuant to this Agreement or the Servicing Agreement, or errors in judgment, absent any loss, liability or
expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The Noteholders agree that the Controlling
Noteholder Representative and the Controlling Noteholder (whether acting in place of the Controlling Noteholder Representative
when no Controlling Noteholder Representative shall have been appointed hereunder or otherwise exercising any right, power or privilege
granted to the Controlling Noteholder hereunder) may take or refrain from taking actions, or give or refrain from giving consents,
that favor the interests of one Noteholder over the other Noteholder, and that the Controlling Noteholder Representative may have
special relationships and interests that conflict with the interests of a Noteholder and, absent willful misfeasance, bad faith
or gross negligence on the part of the Controlling Noteholder Representative or the Controlling Noteholder, as the case may


 






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be,
agree to take no action against the Controlling Noteholder Representative, the Controlling Noteholder or any of their respective
officers, directors, employees, principals or agents as a result of such special relationships or interests, and that neither the
Controlling Noteholder Representative nor the Controlling Noteholder will be deemed to have been grossly negligent or reckless,
or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of its rights by
reason of its having acted or refrained from acting, or having given any consent or having failed to give any consent, solely in
the interests of any Noteholder.


 


(c)          
If the Note A-1 Holder is the Controlling Noteholder, the Note B Holder acknowledges and agrees (i) all of the aforementioned
rights and obligations of the Controlling Noteholder and the Controlling Noteholder Representative set forth in Section 5(f)
and 5(g) and this Section 6 shall be exercisable by the Note A-1 Holder (or the applicable Person specified
in the Servicing Agreement) to the extent set forth in the Servicing Agreement and (ii) the Controlling Class Representative may
exercise all rights with respect to the Mortgage Loan and any decisions or consents or other powers with respect thereto as are
set forth in the Servicing Agreement.


 


Section 7.        
Special Servicer. The Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) (or its
Controlling Noteholder Representative), at its expense (including, without limitation, the reasonable costs and expenses of counsel
to any third parties and costs and expenses of the terminated Special Servicer), shall have the right to appoint the Special Servicer
with respect to the Mortgage Loan. The Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) (or its
Controlling Noteholder Representative) shall be entitled to terminate the rights and obligations of the Special Servicer under
the Servicing Agreement, with or without cause, upon at least ten (10) Business Days’ prior notice to the Special Servicer
(provided, however, that the Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing),
Controlling Noteholder Representative and/or Note B Holder shall not be liable for any termination or similar fee in connection
with the removal of the Special Servicer in accordance with this Section 7); such termination not be effective unless and
until (A) each Rating Agency delivers Rating Agency Confirmation (to the extent the Mortgage Loan has been securitized) to the
extent required under the Servicing Agreement; (B) the initial or successor Special Servicer has assumed in writing (from
and after the date such successor Special Servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities
of the Special Servicer under the Servicing Agreement from and after the date it becomes the Special Servicer as they relate to
such Mortgage Loan pursuant to an assumption agreement reasonably satisfactory to the Trustee; and (C) the Trustee shall have
received an opinion of counsel reasonably satisfactory to the Trustee to the effect that (x) the designation of such replacement
to serve as Special Servicer is in compliance with the Servicing Agreement, (y) such replacement will be bound by the terms
of the Servicing Agreement with respect to such Mortgage Loan and (z) subject to customary qualifications and exceptions,
the applicable servicing agreement will be enforceable against such replacement in accordance with its terms. The Note A-1 Holder
(or the Servicer on its behalf) shall promptly provide copies to any terminated Special Servicer of the documents referred to in
the preceding sentence. Prior to the Securitization, if the Mortgage Loan becomes a Specially Serviced Mortgage Loan, and if not
later than thirty (30) days after the Mortgage Loan becomes a Specially Serviced Mortgage Loan the Note B-1 Holder (unless a Control
Appraisal Period has occurred and is continuing) (or its


 






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Controlling Noteholder Representative) elects to replace the Special Servicer,
then each Noteholder agrees that no liquidation fees or workout fees shall be payable to the Special Servicer being replaced, unless
such Special Servicer shall have either successfully completed a workout or a liquidation, in which case such fees shall be payable
as provided herein.


 


Section 8.        
Payment Procedure.


 


(a)         
The Note A-1 Holder (or the Servicer on its behalf), in accordance with the priorities set forth in Section 3 or
Section 4, as applicable, and subject to the terms of the Servicing Agreement, will deposit or cause to be deposited all
payments allocable to the Notes to the Collection Account or Whole Loan Custodial Account for the Notes established pursuant to
the Servicing Agreement. The Note A-1 Holder (or the Servicer acting on its behalf) shall deposit such amounts to the applicable
account within two (2) Business Days after receipt of properly identified funds by the Note A-1 Holder (or the Servicer acting
on its behalf) from or on behalf of the Mortgage Loan Borrower.


 


(b)         
If the Note A-1 Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time
that any amount received or collected in respect of a Note must, pursuant to any insolvency bankruptcy, fraudulent conveyance,
preference or similar law, be returned to the Mortgage Loan Borrower or paid to such Noteholder or any Servicer or paid to any
other Person, then, notwithstanding any other provision of this Agreement, the Note A-1 Holder (or the Servicer on its behalf)
shall not be required to distribute any portion thereof to such Noteholder and such Noteholder will promptly on demand by the Note
A-1 Holder (or the Servicer on its behalf) repay to the Note A-1 Holder (or the Servicer on its behalf) any portion thereof that
the Note A-1 Holder (or the Servicer on its behalf) shall have theretofore distributed to such Noteholder together with interest
thereon at such rate, if any, as the Note A-1 Holder (or the Servicer on its behalf) shall have been required to pay to any Mortgage
Loan Borrower, the Note A-1 Holder, Master Servicer, Special Servicer or such other Person with respect thereto.


 


(c)          
If, for any reason, the Note A-1 Holder (or the Servicer on its behalf) makes any payment to any Note B Holder before the
Note A-1 Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Note A-1 Holder
(or the Servicer on its behalf) is under no obligation to do so), and the Note A-1 Holder (or the Servicer on its behalf) does
not receive the corresponding payment within three (3) Business Days of its payment to such Note B Holder, such Note B Holder will,
at the Note A-1 Holder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Note A-1 Holder
(or the Servicer on its behalf).


 


(d)  
Each Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage
Loan in excess of its distributable share thereof, it will promptly remit such excess to the Note A-1 Holder (or the Servicer on
its behalf) subject to this Agreement and the Servicing Agreement. The Note A-1 Holder (or the Servicer on its behalf) shall have
the right to offset any amounts due hereunder from any Noteholder with respect to the Mortgage Loan against any future payments
due to such Noteholder under the Mortgage Loan, provided, that each Noteholder’s obligations under this Section
8 are separate and distinct obligations from one another and in no event shall the Note A-1 Holder (or the


 






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Servicer on its
behalf) enforce the obligations of one of the Noteholder against the other Noteholders. Each Noteholder’s obligations under
this Section 8 constitute absolute, unconditional and continuing obligations.


 


Section 9.        
Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf)
shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful
misconduct or breach of this Agreement on the part of such Noteholder.


 


Each Note B Holder acknowledges
that, subject to the terms and conditions hereof and the obligation of the Note A-1 Holder (including any Servicer) to comply with,
and except as otherwise required by, the Servicing Standard, the Note A-1 Holder (including any Servicer) may exercise, or omit
to exercise, any rights that the Note A-1 Holder may have under this Agreement and the Servicing Agreement in a manner that may
be adverse to the interests of the Note B Holder and that the Note A-1 Holder (including any Servicer) shall have no liability
whatsoever to any Note B Holder in connection with the Note A-1 Holder’s exercise of rights or any omission by the Note A-1
Holder to exercise such rights other than as described above; provided, however, that the Servicer must act in accordance
with the Servicing Standard.


 


Each Note B Holder acknowledges
that, subject to the terms and conditions hereof and the obligation of the Note A-2 Holder (including any Non-Lead Servicer) to
comply with, and except as otherwise required by, the servicing standard, the Note A-2 Holder (including any Non-Lead Servicer)
may exercise, or omit to exercise, any rights that the Note A-2 Holder may have under this Agreement and the Servicing Agreement
in a manner that may be adverse to the interests of the Note B Holder and that the Note A-2 Holder (including any Non-Lead Servicer)
shall have no liability whatsoever to any Note B Holder in connection with the Note A-2 Holder’s exercise of rights or any
omission by the Note A-2 Holder to exercise such rights other than as described above; provided, however, that the Non-Lead Servicer
must act in accordance with the servicing standard under the Non-Lead Servicing Agreement.


 


The Note A-1 Holder and
the Note A-2 Holder acknowledge that, subject to the terms and conditions hereof, each Note B Holder may exercise, or omit to exercise,
any rights that such Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to
the interests of the Note A-1 Holder or the Note A-2 Holder and that the Note B Holder shall have no liability whatsoever to the
Note A-1 Holder and the Note A-2 Holder in connection with such Note B Holder’s exercise of rights or any omission by such
Note B Holder to exercise such rights; provided, however, that the Note B Holder shall not be protected against any
liability to the Note A-1 Holder and the Note A-2 Holder that would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence.


 


Section 10.        
Bankruptcy. Subject to the provisions of Section 5(f) hereof, each of the Note A-2 Holder, the Note B-1 Holder
and the Note B-2 Holder hereby covenants and agrees that only the Note A-1 Holder (or the Servicer on its behalf) have the right
to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such
petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage
Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with


 






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respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of
the affairs of the Mortgage Loan Borrower. Subject to the provisions of Section 5(f) hereof, each of the Note A-2 Holder,
the Note B-1 Holder and the Note B-2 Holder further agrees that only the Note A-1 Holder, as a creditor, can make any election,
give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in
any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. Each of the
Note A-2 Holder, the Note B-1 Holder and the Note B-2 Holder hereby appoints the Note A-1 Holder as its agent, and grants to the
Note A-1 Holder an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and
all rights and taking any and all actions available to each of the Note A-2 Holder, the Note B-1 Holder and the Note B-2 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. Each of the Note A-2 Holder, the Note B-1 Holder and the Note B-2 Holder
in its capacity as such, hereby agrees that, upon the request of the Note A-1 Holder, such Note A-2 Holder, Note B-1 Holder or
Note B-2 Holder, as applicable, shall execute, acknowledge and deliver to the Note A-1 Holder all and every such further deeds,
conveyances and instruments as the Note A-1 Holder may reasonably request for the better assuring and evidencing of the foregoing
appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be
in accordance with the Servicing Standard.


 


Section 11.        
Cure Rights of Controlling Noteholder.


 


(a)          
Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any payment of principal
or interest on the Mortgage Loan by the end of the applicable grace period (the “Grace Period”) for such payment
permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Note A-1 Holder shall provide
notice to the Note B-1 Holder and the Controlling Noteholder Representative (in each case, unless a Control Appraisal Period has
occurred and is continuing) of such default (the “Monetary Default Notice”). If the Note B-1 Holder or Controlling
Noteholder Representative (in each case, unless a Control Appraisal Period has occurred and is continuing) has not cured such Monetary
Default within five (5) Business Days after receiving the Monetary Default Notice, the Note A-1 Holder shall deliver an additional
copy of the Monetary Default Notice that contains a statement in boldface font that this is a second notice and that the Note B-1
Holder’s or the Controlling Noteholder Representative’s failure to cure such Monetary Default within five (5) Business
Days after receiving such second notice will result in the termination of the right to cure such Monetary Default. The Note B-1
Holder (unless a Control Appraisal Period has occurred and is continuing) shall have the right, but not the obligation, to cure
such Monetary Default after receiving the first Monetary Default Notice and until the period ending (3) Business Days after receiving
the second Monetary Default Notice (the “Cure Period”) and at no other times. At the time a payment is made
to cure a Monetary Default, the Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) shall pay or
reimburse the Note A-1 Holder for all unreimbursed Advances (whether or not recoverable with respect to Note A-1 and Note A-2,
including principal and interest advances made with respect to Note A-2 under the Non-Lead


 






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Servicing Agreement), Advance Interest
Amounts, any unpaid fees to any Servicer specifically provided for in the Servicing Agreement and any Additional Servicing Expenses.
The Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) shall not be required, in order to effect
a cure hereunder, to pay any default interest or late charges under the Loan Documents. So long as a Monetary Default exists for
which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by the Note
A-1 Holder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage
Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or
the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or
(iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent
the Note A-1 Holder from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by a
Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3
or Section 4, as applicable.


 


(b)         
Notwithstanding anything to the contrary contained in Section 11(a), the Note B-1 Holder shall be limited to a combined
total of four (4) cures of Monetary Defaults, no more than three (3) of which may be consecutive, or Non-Monetary Defaults over
the term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Note A-1 Holder.


 


(c)         
No action taken by the Note B-1 Holder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower
of its obligations under the Mortgage Loan Documents and the Note A-1 Holder’s and the Note A-2 Holder’s rights under
the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the Note B-1 Holder’s actions under this Agreement.
Subject to the terms of this Agreement, the Note B-1 Holder shall be subrogated to the Note A-1 Holder’s and the Note A-2
Holder’s rights to any payment owing to the Note A-1 Holder and the Note A-2 Holder for which the Note B-1 Holder makes a
cure payment as permitted under this Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower
until 91 days after the Note is paid in full.


 


(d)         
If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary
Default”), the Note A-1 Holder shall promptly provide notice to the Note B-1 Holder and the Controlling Noteholder Representative
(in each case, unless a Control Appraisal Period has occurred and is continuing) of such failure (the “Non-Monetary Default
Notice”) and the Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) shall have the right,
but not the obligation, to cure such Non-Monetary Default within the same period of time as the Mortgage Loan Borrower under the
Mortgage Loan Documents to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible
of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently
pursued by the Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing), the Note B-1 Holder (unless
a Control Appraisal Period has occurred and is continuing) shall be given an additional period of time as is reasonably necessary
to enable the Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) in the exercise of due diligence
to cure such Non-Monetary Default for so long as (i) the Note B-1 Holder (unless a Control Appraisal


 






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Period has occurred and is
continuing) diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Note B-1 Holder (unless a Control
Appraisal Period has occurred and is continuing) makes all cure payments that it is permitted to make in accordance with the terms
and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv) such Non-Monetary
Default is not caused by an Insolvency Proceeding or during such period of time that the Note B-1 Holder (unless a Control Appraisal
Period has occurred and is continuing) has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary
Default Cure Period”), an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period,
there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as
a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface
font that the Note B-1 Holder’s or the Controlling Noteholder Representative’s failure to cure such Non-Monetary Default
within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right
to cure such Non-Monetary Default. The Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) shall
not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) unless it is in conjunction
with the Special Servicer or the Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) has obtained
the prior written consent of the Note A-1 Holder.


 


Section 12.        
Purchase of Note A-1 and Note A-2 By Note B Holder. Each Note B Holder shall have the right, by written notice to
the Note A-1 Holder and the Note A-2 Holder (a “Noteholder Purchase Notice”), delivered at any time an Event
of Default under the Mortgage Loan has occurred and is continuing, to purchase, in immediately available funds, Note A-1 and Note
A-2 in whole but not in part at the applicable Defaulted Mortgage Loan Purchase Price. For avoidance of doubt, if the B Note Holder
elects to exercise its right to purchase a Note pursuant to this Section 12, it must purchase both Note A-1 and Note A-2. Upon
the delivery of the Noteholder Purchase Notice to the Note A-1 and Note A-2 Holder, the Note A-1 Holder and Note A-2 Holder shall
sell (and the Note B Holder shall purchase) Note A-1 and Note A-2 (including, without limitation, any Notes therein) at the applicable
Defaulted Mortgage Loan Purchase Price, on a date (the “Defaulted Note Purchase Date”) not less than ten (10)
and not more than thirty (30) days after the date of the Noteholder Purchase Notice, as shall be established by the Note A-1 Holder.
In the event that the Note B Holder’s shall fail to purchase the Note A-1 and Note A-2 on or prior to the Defaulted Note
Purchase Date, then the Note B Holder shall no longer have the right to purchase the Note A-1 and Note A-2 under this Section
12. The Note B Holder agrees that the sale of Note A-1 and Note A-2 shall comply with all requirements of the Servicing Agreement
and that all costs and expenses related thereto shall be paid by the Note B Holder. The Defaulted Mortgage Loan Purchase Price
shall be calculated by the Note A-1 Holder (or the Servicer on its behalf) three (3) Business Days prior to the Defaulted Note
Purchase Date (and such calculation shall be accompanied by a listing of all amounts included in the Defaulted Mortgage Loan Purchase
Price), and shall, absent manifest error, be binding upon the Note B Holder. Concurrently with the payment to the Note A-1 Holder
and the Note A-2 Holder in immediately available funds of its respective portion of the applicable Defaulted Mortgage Loan Purchase
Price, the Note A-1 Holder and the Note A-2 Holder will execute at the sole cost and expense of the Note B Holder in favor of the
Note B Holder assignment documentation which will assign Note A-1 and Note A-2, as applicable, and the Mortgage Loan Documents
without recourse, representations or warranties (except the Note A-1


 






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Holder and the Note A-2 Holder, as applicable, will represent
and warrant that it had good and marketable title to, was the sole owner and holder of, and had power and authority to deliver
the Mortgage Loan or Note, as applicable, free and clear of all liens and encumbrances (other than the interest created by Note
B)). The right of the Note B Holder to purchase Note A-1 and Note A-2 shall automatically terminate upon a foreclosure sale, sale
by power of sale or delivery of a deed in lieu of foreclosure with respect to the Mortgaged Property (and the Note A-1 Holder shall
give the Note B Holder ten (10) days’ notice of its intent with respect to such action). Notwithstanding the foregoing sentence,
if title to the Mortgaged Property is transferred to the Servicer (or other nominee on behalf of the Noteholders) less than ten (10)
days after the acceleration of the Mortgage Loan, the Note A-1 Holder shall notify the Note B Holder of such transfer and the Note
B Holder shall have a fifteen (15) day period from the date of such notice from the Note A-1 Holder to deliver the Noteholder
Purchase Notice to the Note A-1 Holder and the Note A-2 Holder, in which case the Note B Holder will be obligated to purchase the
Mortgaged Property, in immediately available funds, within such fifteen (15) day period at the applicable Defaulted Mortgage
Loan Purchase Price. Any such purchase of Note A-1 and Note A-2 by the Note B Holder shall be free and clear of any liens.


 


Section 13.        
Representations of Note B Holder. Each Note B Holder represents, and it is specifically understood and agreed, that
it is acquiring its respective B Note for its own account in the ordinary course of its business and the Note A-1 Holder and Note
A-2 Holder shall otherwise have no liability or responsibility to the Note B Holder except as expressly provided herein or for
actions that are taken or omitted to be taken by the Note A-1 Holder or Note A-2 Holder that constitute gross negligence or willful
misconduct or that constitute a breach of this Agreement. Each Note B Holder represents and warrants that the execution, delivery
and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and
does not contravene its charter or any law or contractual restriction binding upon such Note B Holder, and that this Agreement
is the legal, valid and binding obligation of such Note B Holder enforceable against such Note B Holder in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and
contribution obligations may be limited by applicable law. Each Note B Holder represents and warrants that it is duly organized,
validly existing, in good standing and possesses of all licenses and authorizations necessary to carry on its business. Each Note
B Holder represents and warrants that (a) this Agreement has been duly executed and delivered by such Note B Holder, (b) to each
Note B Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental
agency or body, if any, required for the execution, delivery and performance of this Agreement by such Note B Holder have been
obtained or made and (c) to each Note B Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration
or governmental investigation against such Note B Holder, an adverse outcome of which would materially and adversely affect its
performance under this Agreement.


 


Each Note B Holder acknowledges
that the Note A-1 Holder and Note A-2 Holder do not owe the Note B Holder any fiduciary duty with respect to any action taken under
the Mortgage Loan Documents and, except as provided herein, need not consult with the Note B


 






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Holder with respect to any action
taken by the Note A-1 Holder and Note A-2 Holder in connection with the Mortgage Loan.


 


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


 


Section 14.        
Representations of the Initial Note A-1 Holder and Note A-2 Holder. Each of the Note A-1 Holder and Note A-2 Holder
represent and warrant that the execution, delivery and performance of this Agreement is within their corporate powers, has been
duly authorized by all necessary corporate action, and does not contravene the Note A-1 Holder’s or Note A-2 Holder’s
charter or any law or contractual restriction binding upon the Note A-1 Holder and Note A-2 Holder, and that this Agreement is
the legal, valid and binding obligation of the Note A-1 Holder and Note A-2 Holder enforceable against them in accordance with
its terms. Each of the Note A-1 Holder and Note A-2 Holder represent and warrant that they are duly organized, validly existing,
in good standing and possession of all licenses and authorizations necessary to carry on their business. Each of the Note A-1 Holder
and Note A-2 Holder represent and warrant that (a) this Agreement has been duly executed and delivered by the Note A-1 Holder
and Note A-2 Holder, (b) to the Note A-1 Holder’s and Note A-2 Holder’s actual knowledge, all consents, approvals,
authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery
and performance of this Agreement by the Note A-1 Holder and Note A-2 Holder have been obtained or made and (c) to the Note
A-1 Holder’s and Note A-2 Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or
governmental investigation against the Note A-1 Holder or the Note A-2 Holder, an adverse outcome of which would materially and
adversely affect its performance under this Agreement.


 


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


 






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Section 16.        
No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken
pursuant hereto shall be deemed to constitute the relationship created hereby among any of the Noteholders as a partnership, association,
joint venture or other entity. The Note A-1 Holder and the Note A-2 Holder shall have no obligation whatsoever to offer to any
Note B Holder the opportunity to purchase a Note interest in any future loans originated by the Note A-1 Holder or the Note A-2
Holder or their Affiliates and if the Note A-1 Holder or Note A-2 Holder chooses to offer to any Note B Holder the opportunity
to purchase a Note interest in any future mortgage loans originated by the Note A-1 Holder or the Note A-2 Holder or their Affiliates,
such offer shall be at such purchase price and interest rate as the Note A-1 Holder or Note A-2 Holder chooses, in its sole and
absolute discretion. Each Note B Holder shall not have any obligation whatsoever to purchase from the Note A-1 Holder or Note A-2
Holder a Note interest in any future loans originated by the Note A-1 Holder or Note A-2 Holder or their Affiliates.


 


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


 


Section 18.        
Other Business Activities of the Noteholders. Each Note B Holder acknowledges that the Note A-1 Holder, Note A-2
Holder or their Affiliates may make loans or otherwise extend credit to, and generally engage in any kind of business with, the
Mortgage Loan Borrower or any direct or indirect parent or Affiliate thereof, any entity that is a holder of debt secured by direct
or indirect ownership interests in the Mortgage Loan Borrower or any Affiliate thereof or any entity that is a holder of a
preferred equity interest in the Mortgage Loan Borrower or any Affiliate thereof (each, a “Mortgage Loan Borrower
Related Party”), and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower Related Parties
and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions
contemplated hereby were not in effect.


 


Section 19.        
Sale of Note B-1, Note B-2, Note A-1 and Note A-2.


 


(a)          
Each Note B Holder agrees that it will not Transfer all or any portion of its respective B Note without the Note A-1 Holder’s
and Note A-2 Holder’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, provided,
that (i) each Note B Holder shall have the right to Transfer its respective Note, or any portion thereof, to a Qualified Institutional
Lender without obtaining the Note A-1 Holder’s and Note A-2 Holder’s prior written consent, provided, that promptly
after the Transfer the Note A-1 Holder and Note A-2 Holder are provided with (x) a representation from a transferee or such Note
B Holder certifying that such transferee is a Qualified Institutional Lender, (y) a copy of the assignment and assumption agreement
referred to in Section 20 and (z) such transfer would not cause such B Note to be held by more than five persons nor cause
there to be no one person owning a majority of the B Note and (ii) if the Note B Holder wants to Transfer a B Note, or any portion
thereof, to an entity that is not a Qualified Institutional Lender after a Securitization, no consent of the Note A-1 Holder and
Note A-2 Holder shall be required, but such Note B Holder shall first obtain (and deliver to the Note A-1 Holder and Note A-2 Holder)
Rating Agency Confirmation. If Note B is held by more than one Note B Holder at any time, the holders of a majority of the Principal
Balance of Note B shall immediately appoint a representative to exercise all rights of Note B hereunder. Notwithstanding the foregoing,
without the Note A-1 Holder’s and Note A-2 Holder’s


 






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prior consent, which may be withheld in the Note A-1 Holder’s
and Note A-2 Holder’s sole discretion, each Note B Holder shall not Transfer all or any portion of Note B to the Mortgage
Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest
no rights in the purported transferee. The Note B Holder agrees it will pay the reasonable out of pocket expenses of the Note A-1
Holder and Note A-2 Holder (including all expenses of the Master Servicer and the Special Servicer) in connection with any such
Transfer. The Agent shall provide two Business Days prior written notice to each Rating Agency of any Transfer. Each Note A-1 Holder
and Note A-2 Holder agrees that it will not Transfer its related Note except to a Qualified Institutional Lender. 
Promptly after the Transfer, the non-transferring Note A-1 Holder and Note A-2 Holder, as applicable shall be provided with (x) a
representation from a transferee or the applicable Note A-1 Holder or Note A-2 Holder, as applicable, 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 19.  If a Note A-1 Holder
or Note A-2 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 A-1 Holder and Note A-2 Holder,
as applicable or (2) after a Securitization of the Note A-1 or Note A-2, a Rating Agency Confirmation.


 


(b)         
Notwithstanding the foregoing, Note B Holder shall have the right, without the need to obtain the consent of the Note A-1
Holder or the Note A-2 Holder or any other Person, to Transfer 49% or less (in the aggregate) of its interest in Note B to a Person
that has no direct rights with respect to Note B or to a Qualified Institutional Lender; provided that any such Transfer
shall be made in accordance with the terms of this Section 19. Notwithstanding anything herein to the contrary, the Note B
Holder shall not Transfer all or any portion of Note B to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party
and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. All Transfers under
Section 19(a) and (b) shall be made upon written notice to the Note A-1 Holder and the Note A-2 Holder not later than the date
of such Transfer, and each transferee shall (i) execute an assignment and assumption agreement whereby such transferee assumes
all or a ratable portion, as the case may be, of the obligations of the Note B Holder hereunder with respect to Note B from and
after the date of such assignment (or, in the case, of a pledge, collateral assignment or other encumbrance made in accordance
with Section 19(e) by the Note B Holder of Note B solely as security for a loan to the Note B Holder made by a third-party lender
whereby the Note B Holder remains fully liable under this Agreement, on or before the date on which such lender succeeds to the
rights of the Note B Holder by foreclosure or otherwise, such third-party lender executes an agreement that such lender shall be
bound by the terms and provisions of this Agreement and the obligations of the Note B Holder hereunder) and (ii) agree and
acknowledge that the servicing of the Mortgage Loan shall be governed by the Servicing Agreement, unless the Servicing Agreement
is not then in effect with respect to the Mortgage Loan, in which event the parties will enter into or agree to be bound by any
replacement servicing agreement therefor in accordance with the provisions hereof. Upon the consummation of a Transfer of all or
any portion of Note B in accordance with this Agreement, the transferring Person shall be released from all liability arising under
this Agreement with respect to Note B (or the portion thereof that was the subject of such Transfer), for the period


 






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after the
effective date of such Transfer (it being understood and agreed that the foregoing release shall not apply in the case of a sale,
assignment, transfer or other disposition of a participation interest in Note B as described in clause (c) below). In connection
with any such permitted transfer of a portion of Note B and for all purposes of this Agreement, the Note A-1 Holder and Note A-2
Holder need only recognize the majority holder of Note B for purposes of notices, consents and other communications between the
Note A-1 Holder and Note A-2 Holder and such majority holder of Note B shall be the only Person authorized hereunder to exercise
any rights of the Note B Holder under this Agreement; provided, however, the majority holder of Note B may from time
to time designate any other Person as an additional party entitled to receive notices, consents and other communications and/or
to exercise rights on behalf of the Note B Holder hereunder by delivering written notice thereof to the Note A-1 Holder and Note
A-2 Holder, and, from and after delivery of such notice, such designee shall be so authorized hereunder and shall be the only party
entitled to receive such notices, consents and such other communications and/or to exercise such rights.


 


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


 


(d)          
[Reserved]


 


(e)          
Notwithstanding any other provision hereof, any Noteholder may pledge (a “Pledge”) its Note to any entity
(other than the Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit or repurchase facility to such Noteholder
and that is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least
“A” (or the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions
set forth in this Section 19(e), it being further agreed that a financing provided by a Note Pledgee to a Noteholder or any
person which Controls such Noteholder that is secured by such Noteholder’s interest in the applicable Note and is structured
as a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided that a Note Pledgee which is not
a Qualified Institutional Lender may not take title to the pledged Note without the consent of each other Noteholder and, after
a Securitization, Rating Agency Confirmation. Upon written notice by the applicable Noteholder to the other Noteholders and any
Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee), each of the other holders
agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default
by the pledging Noteholder in respect of its obligations under this


 






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Agreement of which default such Noteholder has actual knowledge;
(ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Noteholder in respect of
its obligations to the other Noteholder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that
no amendment, modification, waiver or termination of this Agreement shall be effective against such Note Pledgee without the written
consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other
Noteholder shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving
of same to the pledging Noteholder and accept any cure thereof by such Note Pledgee which such pledging Noteholder has the right
(but not the obligation) to effect hereunder, as if such cure were made by such pledging Noteholder; (v) that such other Noteholder
shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any such
certificate(s) shall be in a form reasonably satisfactory to such other Noteholder; and (vi) that, upon written notice (a
“Redirection Notice”) to the other Noteholders and any Servicer by such Note Pledgee that the pledging Noteholder
is in default, beyond any applicable cure periods, under the pledging Noteholder’s obligations to such Note Pledgee pursuant
to the applicable credit agreement between the pledging Noteholder and such Note Pledgee (which notice need not be joined in or
confirmed by the pledging Noteholder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee
shall be entitled to receive any payments that any Noteholder or Servicer would otherwise be obligated to pay to the pledging Noteholder
from time to time pursuant to this Agreement or any Servicing Agreement. Any pledging Noteholder hereby unconditionally and absolutely
releases the other Noteholders and any Servicer from any liability to the pledging Noteholder on account of any Noteholder’s
or Servicer’s compliance with any Redirection Notice believed by any Servicer or any such other Noteholder to have been delivered
by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Noteholder to
such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and
this Agreement. In such event, the Noteholders and any Servicer shall recognize such Note Pledgee (and any transferee other than
the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or similar
sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the
pledging Noteholder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional
Lender shall assume in writing the obligations of the pledging Noteholder hereunder accruing from and after such Transfer (i.e.,
realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The
rights of a Note Pledgee under this Section 19(e) shall remain effective as to any Noteholder (and any Servicer) unless and
until such Note Pledgee shall have notified any such Noteholder (and any Servicer, as applicable) in writing that its interest
in the pledged Note has terminated.


 


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


 






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


 


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


 


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


 


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


 


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


 


Section 20.        
Registration of Transfer. In connection with any Transfer of a Note (but excluding any Pledgee unless and until it
realizes on its Pledge), a transferee shall execute an assignment and assumption agreement whereby such transferee assumes all
of the obligations of the applicable Noteholder hereunder with respect to such Note thereafter accruing and agrees to be bound
by the terms of this Agreement, including the restriction on Transfers set forth in Section 19, from and after the date of such
assignment. Notwithstanding the preceding sentence, a Trustee shall not be required to execute an assignment and assumption agreement
in connection with any Transfer of a Note if the obligations are assumed pursuant to the Servicing Agreement. No transfer of a
Note may be made unless it is registered on the Note Register, and the Agent shall not recognize any attempted or purported transfer
of any Note in violation of the provisions of Section 19 and this Section 20. Any such purported transfer shall
be absolutely null and void and shall vest no rights in the purported transferee. Each Noteholder desiring to effect such transfer
shall, and does hereby agree to, indemnify the Agent and any other Noteholder against any liability that may result if the transfer
is not made in accordance with the provisions of this Agreement. Upon a Securitization of Note A-1, the Servicer shall automatically
become and be the Agent.


 


Section 21.        
Registration of Note A-1, Note A-2, Note B-1 and Note B-2. The Agent shall keep or cause to be kept at the Agent
Office books (the “Note Register”) for the registration and transfer of the Notes. The Agent shall serve as
the initial Note registrar and the Agent hereby accepts such appointment. The names and addresses of the holders of the Notes and
the names and addresses of any transferee of any Note of which the Agent has received notice, in the form of a copy of the assignment
and assumption agreement referred to in Section


 






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20, shall be registered in the Note Register. The Person in whose name a Note is
so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement, except in the
case of the Initial Note A-1 Holder and Initial Note A-2 Holder, Initial Note B-1 Holder and the Initial Note B-2 Holder who may
hold their Notes through a nominee. Upon request of a Noteholder, the Agent shall provide such party with the names and addresses
of the Noteholders. To the extent another party is appointed as Agent hereunder, the Note A-1 Holder, Note A-2 Holder and each
Note B Holder hereby designates such person as its agent under this Section 21 solely for purposes of maintaining the Note Register.


 


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


 


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


 


Section 24.        
Cooperation in Securitization.


 


(a)          
Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization.
In connection with a Securitization and subject to the terms of the preceding sentence, (x) at the request of the Note A-1
Holder or the Note A-2 Holder, each Note B Holder shall use reasonable efforts, at the Note A-1 Holder’s or Note A-2 Holder’s
expense, to satisfy, and to cooperate with the Note A-1 Holder and Note A-2 Holder in attempting to cause the Mortgage Loan Borrower
to satisfy, the market standards to which the Note A-1 Holder and Note A-2 Holder customarily adhere 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 Note A-1 Holder
and Note A-2 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents,
in any such case, as may be reasonably requested by the securitization parties or the Rating Agencies to effect the Securitization;
provided, however, that either in connection with the initial Securitization or otherwise at any time prior to such
initial Securitization the Note B Holder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents
(or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change
the interest allocable to, or the amount of any payments due to or priority of such payments, the Note B Holder or (ii) materially
increase the Note B Holder’s obligations or materially decrease the Note B Holder’s rights, remedies or protections.
In connection with the Securitization, the Note B Holder agrees to provide for inclusion in any disclosure document relating to
the related Securitization such information


 






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concerning the Note B Holder and the other Notes as the Note A-1 Holder and the Note
A-2 Holder reasonably determine to be necessary or appropriate; and (y) each Note B Holder covenants and agrees that it shall
cooperate with the reasonable requests of each Rating Agency and the Note A-1 Holder and Note A-2 Holder in connection with the
Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review
and respond reasonably promptly with respect to any information relating to it and the other Notes in any Securitization document.
Each Note B Holder acknowledges that the information provided by it to the Note A-1 Holder and Note A-2 Holder may be incorporated
into the offering documents for a Securitization. The Note A-1 Holder and Note A-2 Holder and each Rating Agency shall be entitled
to rely on the information supplied by, or on behalf of, the Note B Holder.


 


(b)  
The Note A-1 Holder and Note A-2 Holder may, at its election, deliver to the Note B Holder drafts of the preliminary and
final Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and
the Servicing Agreement at such time as the Note B Holder deems necessary or appropriate. Each Note B Holder may, at its election,
review and comment thereon insofar as it relates its B Note and/or the Note B Holder, and, if the Note B Holder elects to review
and comment, the Note B Holder shall review and comment thereon as soon as possible but in no event later than two (2) Business
Days of its receipt thereof or (3) three Business Days after receipt, in the case of the first draft thereof delivered to the Note
B Holder and if the Note B Holder fails to respond within such time, the Note B Holder shall be deemed to have elected to not comment
thereon, provided that if the Note B Holder elects to review and comment, any such review and comments with respect to the
final draft distributed in connection with the preparation of the preliminary and final offering memoranda for printing shall be
made no later than 9:00 am, New York City time, on the Business Day following its receipt thereof and if the Note B Holder fails
to respond by such time, the Note B Holder shall be deemed to have elected to not comment thereon. In the event of any disagreement
between the Note B Holder with respect to the preliminary and final offering memoranda, prospectus supplement, free writing prospectus
or any other disclosure documents the Note A-1 Holder’s and Note A-2 Holder’s determination shall control. Note B Holder
has no obligation and shall have no liability with respect to any such offering documents other than the accuracy of any comments
it elects to make regarding itself.


 


(c)   
Notwithstanding anything herein to the contrary, the Note A-1 Holder and the Note A-2 Holder acknowledge and agree that
(i) the Note B Holder shall not be required to incur any out-of-pocket expenses in connection with a Securitization of Note A-1
or Note A-2 and (ii) each Note B Holder shall not be required to disclose any of the beneficial owners of the managed account on
behalf of which it is holding its B Note.


 


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


 






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IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 28.        
Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns. Except as provided herein, none of the provisions of this Agreement
shall be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 19, each Noteholder may assign
or delegate its rights or obligations under this Agreement. Upon any such assignment, the assignee shall be entitled to all rights
and benefits of the Note A-1 Holder or the Note A-2 Holder, the Note B-1 Holder or the Note B-2 Holder, as applicable, hereunder,
including, without limitation, the right to make further assignments and grant additional Notes.


 


Section 29.        
Counterparts. This Agreement may be executed in any number of counterparts and all of such counterparts shall together
constitute one and the same instrument.


 






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


 


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


 


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


 


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


 


Section 33.        
Withholding Taxes.


 


(a)          
If the Note A-1 Holder, the Note A-2 Holder or the Mortgage Loan Borrower shall be required by law to deduct and withhold
Taxes from interest, fees or other amounts payable to the Note B Holder with respect to the Mortgage Loan as a result of the Note
B Holder constituting a Non-Exempt Person, the Note A-1 Holder, in its capacity as servicer, shall be entitled to do so with respect
to the Note B Holder’s interest in such payment (all withheld amounts being deemed paid to the Note B Holder), provided
that the Note A-1 Holder shall furnish such Note B Holder with a statement setting forth the amount of Taxes withheld, the applicable
rate and other information which may reasonably be requested for purposes of assisting such Note B Holder to seek any allowable
credits or deductions for the Taxes so withheld in each jurisdiction in which the Note B Holder is subject to tax.


 


(b)         
Each Note B Holder shall and hereby agrees to indemnify the Note A-1 Holder against and hold the Note A-1 Holder harmless
from and against any Taxes, interest, penalties and attorneys’ fees and disbursements arising or resulting from any failure
of the Note A-1 Holder (or the Servicer on its behalf) to withhold Taxes from payment made to such Note B Holder in reliance upon
any representation, certificate, statement, document or instrument made or provided by such Note B Holder to the Note A-1 Holder
in connection with the obligation of the Note A-1 Holder to withhold Taxes from payments made to the Note B Holder, it being expressly
understood and agreed that (i) the Note A-1 Holder shall be absolutely and unconditionally entitled to accept any such representation,
certificate, statement, document or instrument as being true and correct in all respects and to fully rely thereon without any
obligation or responsibility to investigate or to make any inquiries with respect to the accuracy, veracity, correctness or validity
of the same and (ii) such Note B Holder shall, upon request of the Note A-1 Holder and at its sole cost and expense, defend any
claim or action relating to the foregoing indemnification using counsel selected by the Note A-1 Holder.


 






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(c)          
Each Note B Holder represents to the Note A-1 Holder and the Note A-2 Holder (for the benefit of the Mortgage Loan Borrower)
that it is not a Non-Exempt Person and that neither the Note A-1 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, such Note B Holder shall
deliver to the Note A-1 Holder or Servicer, as applicable, evidence satisfactory to the Note A-1 Holder substantiating that such
Note B Holder is not a Non-Exempt Person and that the Note A-1 Holder is not obligated under applicable law to withhold Taxes on
sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement. Without limiting the effect of the foregoing,
(i) if the Note B Holder is created or organized under the laws of the United States, any state thereof or the District of Columbia,
it shall satisfy the requirements of the preceding sentence by furnishing to the Note A-1 Holder an Internal Revenue Service Form
W-9 and (ii) if the Note B Holder is not created or organized under the laws of the United States, any state thereof or the District
of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower is treated for United States income
tax purposes as derived in whole or part from sources within the United States, the Note B Holder shall satisfy the requirements
of the preceding sentence by furnishing to the Note A-1 Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate
attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by the Note B Holder, as evidence
of the Note B Holder’s exemption from the withholding of United States tax with respect thereto. The Note A-1 Holder shall
not be obligated to make any payment hereunder to any Note B Holder in respect of its respective B Note or otherwise until such
Note B Holder shall have furnished to the Note A-1 Holder the requested forms, certificates, statements or documents.


 


Section 34.        
Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than Note A-2 and
B Notes) will be held by the Note A-1 Holder (or a custodian acting on behalf of the Note A-1 Holder) on behalf of the registered
holders of the Notes.


 


Section 35.        
[Reserved] 


 


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


 


All notices and reports
(including, without limitation, Asset Status Reports) required to be delivered hereunder by the Note A-1 Holder (or the Servicer
on its behalf) to the Controlling Noteholder (or its Controlling Noteholder Representative), or by the Controlling Noteholder (or
its Controlling Noteholder Representative) to the Note A-1 Holder (or the Servicer on its behalf), shall also be delivered by the
applicable party to the Note B Holder.


 






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


 


Section 38.        
Certain Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 39.        
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Note
A-1 Holder. In the event that the Agent is terminated pursuant to this Section 39, all of its rights and obligations under
this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination.


 


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


 






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[SIGNATURE PAGE FOLLOWS]


 






    59


     

    

 


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


 


	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Initial Note
    A-1 Holder and Initial Agent
	 	 
	 	By:	/s/ Jennifer Lewin
	 	 	Name:  Jennifer Lewin
	 	 	Title:    Vice President
	 	 	 






	 	COLUMN FINANCIAL, INC., as Initial Note A-2 Holder
	 	 
	 	By:	/s/ N. Dante La Rocca
	 	 	Name:  N. Dante La Rocca
	 	 	Title:    Authorized Signatory
	 	 	 






	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Initial Note
    B-1 Holder
	 	 
	 	By:	/s/ Jennifer Lewin
	 	 	Name:  Jennifer Lewin
	 	 	Title:    Vice President
	 	 	 






	 	COLUMN FINANCIAL, INC., as Initial Note B-2 Holder
	 	 
	 	By:	/s/ N. Dante La Rocca
	 	 	Name:  N. Dante La Rocca
	 	 	Title:    Authorized Signatory
	 	 	 







    


     

    

 


EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


A.          Description of Mortgage
Loan:


 


	Mortgage Loan:	Loan Agreement, dated as of April 5, 2016 between JPMorgan Chase Bank, National Association and Column Financial, Inc., collectively, as Lender and Quaker Bridge Mall, LLC, as Borrower
	Mortgage Loan Borrower:	Quaker Bridge Mall, LLC
	Date of the Mortgage Loan and the Mortgage: 	April 5, 2016
	Initial Principal Amount of Mortgage Loan:	$180,000,000.00
	Location of Mortgaged Properties:	3320 Brunswick Pike, Lawrence Township, New Jersey 08648
	Initial Maturity Date:	May 1, 2026


 


B.           Description of Note Interests:


 


	Initial Note A-1 Principal Balance:	$83,333,333.00
	Initial Note A-2 Principal Balance:	$66,666,667.00
	Initial Note B-1 Principal Balance:	$16,666,667.00
	Initial Note B-2 Principal Balance:	$13,333,333.00
	Initial Note A-1 Percentage Interest: 	46.2962963%
	Initial Note A-2 Percentage Interest: 	37.0370370%
	Initial Note B-1 Percentage Interest:	9.2592593 %
	Initial Note B-2 Percentage Interest:	7.4074074 %



 






    A-1


     

    

 


	Initial Note A-1 Rate:	4.20%
	Initial Note A-2 Rate:	4.20%
	Initial Note B-1 Rate:	6.00%
	Initial Note B-2 Rate:	6.00%


 






    A-2


     

    

  


EXHIBIT B


 


Initial Note A-1 Holder:

JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Thomas Nicholas Cassino

Facsimile No.: (212) 834-6029


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


One World Financial Center 


New York, NY 10281 


Attention: Lisa Pauquette 


Facsimile No.: (212) 504-6666


 


Initial Note A-2 Holder:

Column Financial, Inc.



Notice Address:

Column Financial, Inc.

One Madison Avenue

New York, New York 10010

Legal and Compliance Department

Attention: Sarah Nelson 


Facsimile No.: (917) 326-8433


 






    B-1


     

    

 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


One World Financial Center 


New York, NY 10281 


Attention: Lisa Pauquette 


Facsimile No.: (212) 504-6666 


 


Initial Note B-1 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 


One World Financial Center 


New York, NY 10281 


Attention: Lisa Pauquette 


Facsimile No.: (212) 504-6666


  


Initial Note B-2 Holder:

Column Financial, Inc.



Notice Address:

Column Financial, Inc.

One Madison Avenue

New York, New York 10010

Legal and Compliance Department

Attention: Sarah Nelson 


Facsimile No.: (917) 326-8433


 






    B-2


     

    

 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


One World Financial Center 


New York, NY 10281 


Attention: Lisa Pauquette 


Facsimile No.: (212) 504-6666


 






    B-3


     

    

 


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.





29. Teachers Insurance and Annuity Association of America


 






    C-1