Exhibit 4.19


 


 



EXECUTION VERSION

 

CO-LENDER AGREEMENT


Dated as of April 29, 2016


by and between


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note 1 Holder)


and


BARCLAYS BANK PLC

(Initial Note 2 Holder)



Palisades Center 



     


     

    

 


TABLE OF CONTENTS





 


	 	 	Page
	 	 	 
	Section 1	Definitions	1
	Section 2	Servicing of the Mortgage Loan	18
	Section 3	Priority of Payments	23
	Section 4	Workout	23
	Section 5	Administration of the Mortgage Loan	24
	Section 6	Appointment of Controlling Note Holder Representative and Non- Controlling Note Holder Representative	28
	Section 7	Appointment of Special Servicer	31
	Section 8	Payment Procedure	32
	Section 9	Limitation on Liability of the Note Holders	33
	Section 10	Bankruptcy	33
	Section 11	Representations of the Note Holders	34
	Section 12	No Creation of a Partnership or Exclusive Purchase Right	34
	Section 13	Other Business Activities of the Note Holders	35
	Section 14	Sale of the Notes	35
	Section 15	Registration of the Notes and Each Note Holder	38
	Section 16	Governing Law; Waiver of Jury Trial	38
	Section 17	Submission To Jurisdiction; Waivers	39
	Section 18	Modifications	39
	Section 19	Successors and Assigns; Third Party Beneficiaries	40
	Section 20	Counterparts	40
	Section 21	Captions	40
	Section 22	Severability	40
	Section 23	Entire Agreement	40
	Section 24	Withholding Taxes	40
	Section 25	Custody of Mortgage Loan Documents	41
	Section 26	Cooperation in Securitization	42
	Section 27	Notices	43
	Section 28	Broker	43
	Section 29	Certain Matters Affecting the Agent	43
	Section 30	Termination and Resignation of Agent	44
	Section 31	Resizing	44


 


    i


     

    


THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of April 29, 2016, by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM”
and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-A, Note A-1-B, Note B-1,
Note C-1 and Note D-1, the “Initial Note 1 Holder”, and in its capacity as the initial agent, the “Initial
Agent”), BARCLAYS BANK PLC (“Barclays” and together with its successors and assigns in interest, in
its capacity as initial owners of Note A-2-A, Note B-2, Note C-2 and Note D-2, the “Initial Note 2 Holder” and,
together with the Initial Note 1 Holder, the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant
to the Mortgage Loan Agreement (as defined herein), JPM and Barclays originated a certain loan (the “Mortgage Loan”)
described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrowers
described on the Mortgage Loan Schedule (collectively, the “Mortgage Loan Borrower”), which was evidenced, inter
alia, by 9 promissory notes (as amended, modified or supplemented, the “Notes”) in the aggregate original
principal amount of $418,500,000 made by the Mortgage Loan Borrower in favor of the Initial Note Holders; and secured by a first
mortgage (as amended, modified or supplemented, the “Mortgage”) on certain real property located as described
in the Mortgage Loan Agreement (collectively, the “Mortgaged Property”); and


WHEREAS, each Initial
Note Holder desires to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall
hold the Notes;


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


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


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


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


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


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






     


     

    

“Agent Office”
shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement is located at
383 Madison Avenue, 31st Floor, New York, New York 10179, Attention: Thomas Nicholas 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.


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


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


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


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


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


“C Notes”
shall mean each of Note C-1 and Note C-2.


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


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


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


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


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


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


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


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


 


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


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


“D Notes”
shall mean each of Note D-1 and Note D-2.


“Defaulted
Loan” shall mean “Specially Serviced Mortgage Loan” as defined in the Lead Securitization Servicing Agreement.


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


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


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


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


“Initial
Note A-1-A Holder” shall mean JPM, as the initial holder of Note A-1-A.


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


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






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


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


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


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


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


“Lead Securitization
Notes” shall mean the Note A-1-A, the Note A-2-A, the B Notes, the C Notes and the D Notes.


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


“Lead Securitization
Servicing Agreement” shall mean the trust and servicing agreement to be entered into in connection with the Securitization
of the Lead Securitization Notes and issuance of the Palisades Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates,
Series 2016-PLSD, by and among (a) the Trustee, (b) the Master Servicer, (c) the Special Servicer, (d) the
Depositor and (e) the Certificate Administrator. The Servicing Standard in the Lead Securitization Servicing Agreement shall require,
among other things, that each Servicer, in servicing the Mortgage Loan, must take into account the interests of each Note Holder.


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


“Major Decisions”
shall have the meaning given to such term in the Lead Securitization 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 Lead Securitization Servicing Agreement.


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


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






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


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


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


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of April 7, 2016, between EklecCo NewCo LLC, as Borrower, and
JPM and Barclays, collectively, as Lender, as the same may be further amended, restated, supplemented or otherwise modified from
time to time, subject to the terms hereof.


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


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


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


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


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


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


“Non-Controlling
Note” means the Note A-1-B.


“Non-Controlling
Note Holder” means the Note Holder of the Non-Controlling Note; provided that with respect to the Non-Controlling
Note, at any time such Non-Controlling Note is included in a Securitization other than the Lead Securitization, references to the
“Non-Controlling Note Holder” herein shall mean the Non-Lead Securitization Subordinate Class Representative under
the Non-Lead Securitization Servicing Agreement, as and to the extent provided in the Non-Lead Securitization 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 the Non-Lead Securitization Note is held by the Mortgage
Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no Note Holder or other Person shall be entitled to exercise any 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 a “Non-Controlling
Note Holder” herein or under the Lead Securitization Servicing Agreement and, (x) to the extent that the Non-Lead Securitization
Servicing Agreement assigns such rights to more than one party or (y) to the extent a Non-Controlling Note is split into two or






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more New Notes pursuant to Section 31 or more than one Note in such Securitization, for purposes of this Agreement, the Non-Lead
Securitization Servicing Agreement or the holders of such New Notes shall designate one party to deal with the 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 with respect to the Non-Controlling Note 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 Holder of the Non-Lead Securitization Note is the Non-Controlling Note Holder.


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


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


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






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


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


“Non-Lead
Securitization” shall mean a Securitization of the Note A-1-B in a Securitization Trust other than the Lead Securitization.


“Non-Lead
Securitization Date” shall mean the closing date of any Non-Lead Securitization.


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


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


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


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


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


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


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


“Note”
shall mean each Note with the designation and original principal amount set forth below, each dated as of April 7, 2016, made by
the Mortgage Loan Borrower in favor of the Initial Note Holder set forth in the chart below.


 


	Note	Initial Note Holder	Original Principal Balance
	Note A-1-A	JPM	151,370,000.00
	Note A-1-B	JPM	30,000,000.00
	Note A-2-A	Barclays	77,730,000.00



 



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	Note B-1	JPM	38,850,000.00
	Note B-2	Barclays	16,650,000.00
	Note C-1	JPM	34,160,000.00
	Note C-2	Barclays	14,640,000.00
	Note D-1	JPM	38,570,000.00
	Note D-2	Barclays	16,530,000.00


“Note Holder”
shall mean with regards to any Note, the Initial Note Holder or any subsequent holder of such Note, as applicable.


“Note Holders”
shall mean collectively, the Initial Note Holders or any subsequent holder of the Notes.


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


“Note Principal
Balance” shall mean, with respect to each Note, at any time of determination, the Principal Balance for such Note, as
set forth on the Mortgage Loan Schedule, less any payments of principal thereon (or any New Notes issued in substitution thereof)
received by the related Note Holder (or any holders of New Notes in substitution thereof) or reductions in such amount pursuant
to Section 3 or 4, as applicable.


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


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


“Percentage
Interest” shall mean, with respect to each Note Holder, a fraction, expressed as a percentage, the numerator of which
is the Note Principal Balance of the Note held by such Note Holder and the denominator of which is the sum of the Note Principal
Balance of all the Notes.


“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 total assets of at least $3,000,000,000 and committed capital
of at least $1,500,000,000 and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief
of debtors.


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


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






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cost, expense, liability or other amount, (ii) with respect to the
B Notes and the Note Holders of the B Notes, the allocation of any particular payment, collection, cost, expense, liability
or other amount among such Notes or such Note Holders, as the case may be, without any priority of any such B Note or any
such Note Holder over another such B Note or Note Holder, as the case may be, and in any event such that each B Note
or Note Holder, as the case may be, is allocated its respective Pro Rata Share of such particular payment, collection, cost, expense,
liability or other amount, (iii) with respect to the C Notes and the Note Holders of the C Notes, the allocation of any
particular payment, collection, cost, expense, liability or other amount among such Notes or such Note Holders, as the case may
be, without any priority of any such C Note or any such Note Holder over another such C Note or Note Holder, as the case
may be, and in any event such that each C Note or Note Holder, as the case may be, is allocated its respective Pro Rata Share
of such particular payment, collection, cost, expense, liability or other amount, and (iv) with respect to the D Notes
and the Note Holders of the D Notes, the allocation of any particular payment, collection, cost, expense, liability or other amount
among such Notes or such Note Holders, as the case may be, without any priority of any such D Note or any such Note Holder
over another such D Note or Note Holder, as the case may be, and in any event such that each D Note or Note Holder, as
the case may be, is allocated its respective Pro Rata Share of such particular payment, collection, cost, expense, liability or
other amount.


“Pro Rata
Share” shall mean (a) with respect to each A Note and the Note Holder of such A Note, a fraction, expressed as a percentage,
the numerator of which is the Note Principal Balance of such A Note and the denominator of which is the sum of the Note Principal
Balance of all of the A Notes, (b) with respect to each B Note and the Note Holder of such B Note, a fraction, expressed as a percentage,
the numerator of which is the Note Principal Balance of such B Note and the denominator of which is the sum of the Note Principal
Balance of all of the B Notes, (c) with respect to each C Note and the Note Holder of such C Note, a fraction, expressed as a percentage,
the numerator of which is the Note Principal Balance of such C Note and the denominator of which is the sum of the Note Principal
Balance of all of the C Notes, and (d) with respect to each D Note and the Note Holder of such D Note, a fraction, expressed as
a percentage, the numerator of which is the Note Principal Balance of such D Note and the denominator of which is the sum of the
Note Principal Balance of all of the D Notes.


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


(a)           an
entity Controlled (as defined below) by, under common Control with or that Controls any 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 initially 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 the Lead Securitization, or






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(c)          one
or more of the following:


(i)          a real
estate investment bank, 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) a securitization of, (b) the creation of collateralized debt obligations (“CDO”)
secured by, or (c) a financing through an “owner trust” of, a Note or any interest therein (any of the foregoing,
a “Securitization Vehicle”), provided that (1) one or more classes of securities issued by such
Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies that assigned a rating to one
or more classes of securities issued in connection with a Securitization (it being understood that with respect to any Rating Agency
that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating Agency Confirmation will not be required
in connection with a transfer of such Note or any interest therein to such Securitization Vehicle); (2) in the case of a Securitization
Vehicle that is not a CDO, the special servicer of such Securitization Vehicle has a Required Special Servicer Rating or is otherwise
acceptable to the Rating Agencies rating each Securitization (such entity, an “Approved Servicer”) and such
Approved Servicer is required to service and administer such Note or any interest therein in accordance with servicing arrangements
for the assets held by the Securitization Vehicle which require that such Approved Servicer act in accordance with a servicing
standard notwithstanding any contrary direction or instruction from any other Person; or (3) in the case of a Securitization
Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered and managed
by a CDO Asset Manager which is a Qualified Institutional Lender, are each a Qualified Institutional Lender under clauses (i),
(ii), (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 $1,500,000,000, 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, or






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


in the case of any entity referred to
in clause (c)(i), (ii), (iii), (iv)(B) or (v) of this definition, (x) such entity has at least $1,500,000,000 in capital/statutory
surplus or shareholders’ equity (except with respect to a pension advisory firm, asset manager or similar fiduciary) and
at least $3,000,000,000 in total assets (in name or under management), and (y) is regularly engaged in the business of making
or owning commercial real estate loans (or interests therein) similar to the Mortgage Loan (or mezzanine loans with respect thereto)
or owning or operating commercial real estate properties; provided that, in the case of the entity described in clause (iv)(B)
above, the requirements of this clause (y) may be satisfied by a general partner, managing member, or the fund manager
responsible for the day-to-day management and operation of such entity; or


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


“Qualified
Trustee” means (i) a corporation, national bank, national banking association or a trust company, organized and
doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust
powers and to accept the trust conferred, having a combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or
(iii) an institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories
of each of the applicable Rating Agencies.


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


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






    	11 



     


    


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


“Regulation
AB” shall mean subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125,
as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Securities
and Exchange Commission or by the staff of the Securities and Exchange Commission, or as may be provided by the Securities and
Exchange Commission or its staff from time to time.


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


“Required
Special Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more loans included
in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date
of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special
servicer of such commercial mortgage loans, (iv) in the case of Morningstar, either (a) the applicable replacement has a special
servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar,
is currently acting as a special servicer on a deal or transaction-level basis for all or a significant portion of the related
mortgage loans in other CMBS transactions rated by any of S&P, Moody’s, Morningstar, Fitch, DBRS or KBRA and the trustee
does not have actual knowledge that Morningstar has, and the replacement special servicer certifies that Morningstar has not, with
respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating or ratings on one or more classes of
such CMBS transaction citing servicing concerns of the applicable replacement as the sole or material factor in such rating action,
(v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities in a transaction serviced by such special servicer prior to the time of determination, and (vi) in the case of DBRS,
such special servicer is currently acting as special servicer for one or more loans included in a commercial mortgage loan securitization
that is rated by DBRS, and DBRS has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities
or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as the sole or
material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination.


“Reverse
Sequential Order” shall mean (a) first, to the reduction of the Note Principal Balance of the D Notes, on a Pro
Rata and Pari Passu Basis, until the Note Principal Balance of each such Note is reduced to zero; (b) second, to the reduction
of the Note Principal Balance of each of the C Notes, on a Pro Rata and Pari Passu Basis, until the Note Principal Balance
of each such Note is reduced to zero; (c) third, to the reduction of the Note Principal Balance of each of the B Notes,
on a Pro Rata and Pari Passu Basis, until the Note Principal 






    	12 



     


    


Balance of each such
Note is reduced to zero; and (d) fourth, to the reduction of the Note Principal Balance of each of the A Notes, on a Pro
Rata and Pari Passu Basis, until the Note Principal Balance of each such Note is reduced to zero.


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


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


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


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


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


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which any Notes are held.


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


“Sequential
Order” shall mean (a) first, to the reduction of the Note Principal Balance of each of the A Notes, on a Pro Rata
and Pari Passu Basis, until the Note Principal Balance of each such Note is reduced to zero; (b) second, to the reduction
of the Note Principal Balance of each of the B Notes, on a Pro Rata and Pari Passu Basis, until the Note Principal Balance of each
such Note is reduced to zero; (c) third, to the reduction of the Note Principal Balance of each of the C Notes, on a Pro
Rata and Pari Passu Basis, until the Note Principal Balance of each such Note is reduced to zero; and (d) fourth, to the
reduction of the Note Principal Balance of the D Notes, on a Pro Rata and Pari Passu Basis, until the Note Principal Balance of
each such Note is reduced to zero.


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


“Servicing
Advance” shall means “Property Protection Advances” as defined in the Lead Securitization Servicing Agreement.


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






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


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


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


“Trust Fund
Expenses” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


“Trust Loan”
means the portion of the Mortgage Loan evidenced by the Lead Securitization Notes.


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


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


Section 2.          Servicing
of the Mortgage Loan.


(a)          Each Note Holder
acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and after the Securitization
Date pursuant to the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to
advance monthly payments of principal or interest in respect of any Note other than the Notes held by the Lead Securitization Trust,
to the extent provided in the Lead Securitization Servicing Agreement if such principal or interest is not paid by the Mortgage
Loan Borrower but shall be obligated to make Servicing Advances and Administrative Advances, subject to the terms of the Lead Securitization
Servicing Agreement including any provisions governing the determination of non-recoverability. Each Note Holder acknowledges that
any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject
to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such
Securitization. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally
consents to the appointment of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee under the
Lead Securitization Servicing Agreement by the Depositor as each such party may be replaced pursuant to the terms of the Lead Securitization
Servicing Agreement and






    	14 



     


    


agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing
of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby irrevocably appoints
the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact
to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under
the Lead Securitization Servicing Agreement (subject at all times to the rights of the Note Holder set forth herein and in the
Lead Securitization Servicing Agreement). In no event shall the Lead Securitization Servicing Agreement require the Servicer to
enforce the rights of any Note Holder against any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder
against any other Note Holder; however, this statement shall not be construed to otherwise limit the rights of one Note Holder
with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement
to service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, this Agreement,
the Intercreditor Agreement, the Lead Securitization Servicing Agreement and applicable law, shall provide information to the Non-Lead
Servicer under the Non-Lead Securitization Servicing Agreement to enable each such Non-Lead Servicer to perform its servicing duties
under the Non-Lead Securitization Servicing Agreement and shall not take any action or refrain from taking any action or follow
any direction inconsistent with the foregoing.


At any time that the
Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to
cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant
to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement (including,
without limitation, all applicable provisions relating to delivery of information and reports necessary for any Non-Lead Securitization
to comply with any applicable reporting requirements under the Securities Exchange Act of 1934, as amended) and all references
herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement; provided,
however, that if a Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation shall have been
obtained from each Rating Agency; provided, further, however, that until a replacement servicing agreement
has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions
of the Lead Securitization Servicing Agreement as if such agreement was still in full force and effect with respect to the Mortgage
Loan, by the Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Note Holder that is a qualified
servicer meeting the requirements of the Lead Securitization Servicing Agreement; provided, however, the Servicer
shall have no obligation to make any P&I Advances on the Lead Securitization Notes or Administrative Advances.


(b)          The Master
Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent provided in
the Lead Securitization Servicing Agreement) (i) shall be required to make Servicing Advances and Administrative Advances with
respect to the Mortgage Loan, subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, and (ii)
may be required to make P&I Advances on the Lead Securitization Notes, if and to the extent provided in the Lead Securitization
Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled
to reimbursement for an Advance and interest thereon and Trust






    	15 



     


    


Fund Expenses in accordance with the terms of the Lead Securitization
Servicing Agreement and this Agreement.


The Non-Lead Securitization
Holder agrees to indemnify (i) (as and to the same extent the Lead Securitization Trust is required to indemnify each of the following
parties in respect of the Mortgage Loan pursuant to the terms of the Lead Securitization Servicing Agreement) each of the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee 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 the Mortgage Loan) and (ii) the Lead Securitization Trust (such parties in clause (i) and the Lead Securitization
Trust, collectively, the “Indemnified Parties”) against any claims, losses, penalties, fines, forfeitures, legal
fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing
and administration of the Mortgage Loan and the Mortgaged Property under the Lead Securitization Servicing Agreement (collectively,
the “Indemnified Items”).


The Non-Lead Securitization
Note Holder agrees to pay its Pro Rata Share of (i) any Servicing Advances or Administrative Advances and any interest accrued
and payable on such Advances at the Advance Rate and (ii) any Trust Fund Expenses and any other fees, costs or expenses incurred
in connection with the servicing and administration of the Mortgage Loan (including, without, limitation, any costs, fees and expenses
related to obtaining any Rating Agency Confirmation and any Indemnified Items) in accordance with the Trust and Servicing Agreement
and this Agreement to the extent that such amounts remain unpaid or unreimbursed after funds received from the Borrower for payment
of such amounts and any principal and interest collections allocable to the D Notes, C Notes and B Notes have been applied to pay
such amounts.


In the event that
(A) the Servicer or the Special Servicer has determined that there has been a receipt of all Insurance Proceeds, Condemnation Proceeds
and Liquidation Proceeds in respect of the Mortgage Loan or the Mortgaged Property after the final liquidation or disposition of
the Mortgage Loan or the Mortgaged Property and (B) such Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds are
insufficient for reimbursement of (i) any Servicing Advances or Administrative Advances and any interest accrued and payable on
such Advances at the Advance Rate, (ii) the Indemnified Items and (iii) any other Trust Fund Expenses and any other fees, costs
or expenses incurred in connection with the servicing and administration of the Mortgage Loan (including, without, limitation,
any costs, fees and expenses related to obtaining any Rating Agency Confirmation), the Non-Lead Securitization Note Holder shall
be required to, promptly following notice from the Master Servicer, pay the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, or the Lead Securitization Trust, as applicable, the Non-Lead Securitization Trust’s pro rata
share of the insufficiency (which shall be determined based on the original principal balance of each Note) from general collections
on the other mortgage loans in the Non-Lead Securitization Trust.


For the avoidance
of doubt, the Non-Lead Securitization Holder shall not be required to use general collections on the other mortgage loans in the
Non-Lead Securitization Trust to reimburse any P&I Advances or any Nonrecoverable Advances that are P&I Advances






    	16 



     


    


on the
Lead Securitization Notes or any interest accrued and payable on such P&I Advances and Nonrecoverable Advances that are P&I
Advances.


The master servicer
under the Securitization of the Non-Lead Securitization Note (a “Non-Lead Master Servicer”) may be required
to make P&I Advances on the Non-Lead Securitization Note, from time to time, subject to the terms of the related servicing
agreement for the related Securitization (each such agreement, a “Non-Lead Securitization Servicing Agreement”)
and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to make their own
recoverability determination with respect to a P&I Advance to be made on the Lead Securitization Note based on the information
that they have on hand and in accordance with the Lead Securitization Servicing Agreement. The Non-Lead Master Servicer and the
special servicer and the trustee under the Non-Lead Securitization Servicing Agreement (respectively, a “Non-Lead Special
Servicer” and a “Non-Lead Trustee”), as applicable, shall be entitled to make their own recoverability
determination with respect to a P&I Advance to be made on the Non-Lead Securitization Note based on the information that they
have on hand and in accordance with the Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable,
and the Non-Lead Master Servicer or the Non-Lead Trustee shall be required to notify the other of the amount of its P&I Advance
within two business days of making such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable (with
respect to the Lead Securitization Note) or a Non-Lead Master Servicer, a Non-Lead Special Servicer or a Non-Lead Trustee, as applicable
(with respect to a Non-Lead Securitization Note), determines that a proposed P&I Advance, if made, would be non-recoverable
or an outstanding P&I Advance is or would be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee,
as applicable, subsequently determines that a proposed Servicing Advance would be non-recoverable or an outstanding Servicing Advance
is or would be non-recoverable, then, if and to the extent such information is not already included in the Distribution Date Statement
for the month in which such P&I Advance is made, the Master Servicer or the Trustee (as provided in the Lead Securitization
Servicing Agreement, in the case of a determination of non-recoverability by the Master Servicer, the Special Servicer or the Trustee)
or the Non-Lead Master Servicer or the Non-Lead Trustee (as provided in the Non-Lead Securitization Servicing Agreement, in the
case of a determination of non-recoverability by the Non-Lead Master Servicer, the Non-Lead Special Servicer or the Non-Lead Trustee)
shall notify the Master Servicer and the Trustee, or the Non-Lead Master Servicer and the related Non-Lead Trustee, as the case
may be, of the other Securitization within two business days of making such determination.


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


(i)           any
Servicing Advances (and advance interest thereon), Administrative Advances (and advance interest thereon) and any Trust Fund Expenses
(including Indemnified Items) relating to servicing and administration of the Mortgage Loan and the Mortgaged Property, including
without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Mortgage Loan will be
paid in accordance with Sections 2 and 3 of this Agreement and the Lead Securitization Servicing Agreement;






    	17 



     


    


(ii)          in
the event that (A) the Servicer or the Special Servicer has determined that there has been a receipt of all Insurance Proceeds,
Condemnation Proceeds and Liquidation Proceeds in respect of the Mortgage Loan or the Mortgaged Property after the final liquidation
or disposition of the Mortgage Loan or the Mortgaged Property and (B) such Insurance Proceeds, Condemnation Proceeds and Liquidation
Proceeds are insufficient for reimbursement of the amounts described in clause (i) above, the related Non-Lead Master Servicer
will be required to, promptly following notice from the Master Servicer or the Special Servicer, pay the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, or the Lead Securitization Trust, as applicable, such Non-Lead Securitization
Trust’s pro rata share of the insufficiency (which shall be determined based on the original principal balance of
each Note) out of general funds in the collection account (or equivalent account) established under the related Non-Lead Securitization
Servicing Agreement;


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


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


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


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



Section 3.          Priority
of Payments.



(a)          So
long as no Mortgage Event of Default has occurred and is continuing, any collections received in respect of the Mortgage Loan or
the Mortgaged Property will be






    	18 



     


    


applied to the Notes in accordance with the Mortgage Loan Agreement and the Lead Securitization
Servicing Agreement.


(b)          If
a Mortgage Loan Event of Default has occurred and is continuing, all amounts collected by or on behalf of the Lead Securitization
Trust in respect of the Mortgage Loan or the Mortgaged Property, including without limitation, Liquidation Proceeds, Condemnation
Proceeds or Insurance Proceeds shall be applied in the following order of priority:


(i)            first,
to reimburse Nonrecoverable Advances that are Servicing Advances and Administrative Advances relating to the Mortgage Loan and
the Mortgaged Property and interest thereon;


(ii)          second,
to first reimburse Nonrecoverable Advances that are P&I Advances on the A Notes and interest thereon, on a Pro Rata and Pari
Passu Basis, then to reimburse Nonrecoverable Advances that are P&I Advances on the B Notes and interest thereon, on a Pro
Rata and Pari Passu Basis, then to reimburse Nonrecoverable Advances that are P&I Advances on the C Notes and interest thereon,
on a Pro Rata and Pari Passu Basis, then to reimburse Nonrecoverable Advances that are P&I Advances on the D Notes and interest
thereon, on a Pro Rata and Pari Passu Basis;


(iii)         third,
to reimburse or pay any Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property
plus interest accrued thereon and any Trust Fund Expenses (but only to the extent that they relate to servicing and administration
of the Mortgage Loan and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation
Fees and Workout Fees relating to the Mortgage Loan);


(iv)         fourth,
to pay accrued and unpaid interest on the A Notes (other than Default Interest) that was not included in the amount of P&I
Advances on the A Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis;


(v)           fifth,
to pay any interest accrued on P&I Advances on the A Notes on a Pro Rata and Pari Passu Basis;


(vi)         sixth,
to pay the Note Principal Balance of the A Notes due and payable on a Pro Rata and Pari Passu Basis;


(vii)        seventh,
to pay accrued and unpaid interest on the B Notes (other than Default Interest) that was not included in the amount of P&I
Advances on the B Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis;


(viii)       eighth,
to pay any interest accrued on P&I Advances on the B Notes on a Pro Rata and Pari Passu Basis;


(ix)         ninth,
to pay the Note Principal Balance of the B Notes due and payable on a Pro Rata and Pari Passu Basis;






    	19 



     


    


(x)           tenth,
to pay accrued and unpaid interest on the C Notes (other than Default Interest) that was not included in the amount of P&I
Advances on the C Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis;


(xi)          eleventh,
to pay any interest accrued on P&I Advances on the C Notes on a Pro Rata and Pari Passu Basis;


(xii)         twelfth,
to pay the Note Principal Balance of the C Notes due and payable on a Pro Rata and Pari Passu Basis;


(xiii)        thirteenth,
to pay accrued and unpaid interest on the D Notes (other than Default Interest) that was not included in the amount of P&I
Advances on the D Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis;


(xiv)        fourteenth,
to pay any interest accrued on P&I Advances on the D Notes on a Pro Rata and Pari Passu Basis;


(xv)         fifteenth,
to pay the Note Principal Balance of the D Notes due and payable on a Pro Rata and Pari Passu Basis;


(xvi)        sixteenth,
to pay any amounts to be applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments and
insurance premiums and similar items;


(xvii)       seventeenth,
to fund any other reserves to the extent then required to be held in escrow;


(xviii)      eighteenth,
to pay Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the A Notes, on
a Pro Rata and Pari Passu Basis, then the B Notes, on a Pro Rata and Pari Passu Basis, then the C Notes on a Pro Rata and Pari
Passu Basis and then the D Notes on a Pro Rata and Pari Passu Basis;


(xix)        nineteenth,,
to pay Default Interest and late payment charges then due and owing under the Mortgage Loan, all of which will be applied
in accordance with the Lead Securitization Servicing Agreement;


(xx)         twentieth,
to pay any additional servicing compensation that the Master Servicer or the Special Servicer is entitled receive under the
Lead Securitization Servicing Agreement; and


(xxi)        Twenty
first, to pay any other amounts then due and payable under the Mortgage Loan Agreement.


provided
that it is being understood and agreed that the priority of payment set forth above is solely for purposes of allocating collections
on the Mortgage Loan or the Mortgage Property (net of any reimbursement or payment of Advances or Trust Fund Expenses relating
to the Mortgage Loan or Mortgaged Property to the extent provided above) to each Note and that any amounts payable to or allocable
to the Lead






    	20 



     


    


Securitization Notes in respect of interest, principal, Default Interest and interest on P&I Advances will be subject
to Section 1.3 and Section 3.4(c) of the Lead Securitization Servicing Agreement and the other applicable provisions of the Lead
Securitization Servicing Agreement and will not otherwise affect the reimbursement rights of the Master Servicer, the Special Servicer
or the Trustee thereunder.


Notwithstanding
anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with
respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage
and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such
REMIC provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely
on real property and excluding any personal property and going concern value).


Section
4.          Workout. Notwithstanding anything to the contrary
contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation
to act in accordance with the Servicing Standard, if the Lead Securitization Note Holder, or any Servicer, in connection with
a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the
Mortgage Loan is decreased, (ii) the Note Interest Rate is reduced, (iii) payments of interest or principal on any Note are
waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such
modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the
Sequential Order of payment of the Notes as set forth in the Mortgage Loan Agreement and the priority of payment set forth in
Section 3. Any reduction in the principal balance of the Mortgage Loan or any amendment or waiver resulting in a reduction in
the principal entitlement shall be applied to the Notes in Sequential Order to reduce the Note Principal Balance thereof.


Section 5.          Administration
of the Mortgage Loan.


(a)          Subject to
this Agreement (including but not limited to Section 5(c)) and the Lead Securitization Servicing Agreement, the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder)
shall have the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect
to, the Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan
Documents or consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents,
call or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and no Non-Lead
Securitization Note Holder shall have any voting, consent or other rights whatsoever except as explicitly set forth herein with
respect to the Lead Securitization Note Holder’s administration of, or exercise of its rights and remedies with respect to,
the Mortgage Loan. Subject to this Agreement and the Lead Securitization Servicing Agreement, the Non-Lead Securitization Note
Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder)
the rights, if any, that such Note Holder has to,


 


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(i) call or cause the Lead Securitization Note Holder to call an Event of
Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower,
including, without limitation, filing or causing the Lead Securitization Note Holder to file any bankruptcy petition against the
Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting
on behalf of the Lead Securitization Note Holder) shall not have any fiduciary duty to any Non-Lead Securitization Note Holder
in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder
from the obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing Standard (in
the case of the Master Servicer or the Special Servicer) or any liability for failure to do so).


Upon the Mortgage
Loan becoming a Defaulted Loan, the Non-Lead Securitization Note Holder hereby acknowledges the right and obligation of the Lead
Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) to sell the Non-Lead
Securitization Notes together with the Lead Securitization Note as notes evidencing one whole loan in accordance with the terms
of the Lead Securitization Servicing Agreement. In connection with any such sale, the Special Servicer shall be required to sell
the Non-Lead Securitization Note together with the Lead Securitization Note in the manner set forth in the Lead Securitization
Servicing Agreement. The Special Servicer shall determine whether any cash offer constitutes a fair price for any Defaulted Loan
if the highest offeror is a person other than an Interested Person. In determining whether any offer from a person other than an
Interested Person constitutes a fair price for any Defaulted Loan, the Special Servicer shall take into account (in addition to
the results of any appraisal, updated appraisal or narrative appraisal that it may have obtained pursuant to the Lead Securitization
Servicing Agreement within the prior 9 months), among other factors, the period and amount of the occupancy level and physical
condition of the related Mortgaged Property and the state of the local economy.


If the offeror is
an Interested Person (provided that the trustee may not be a offeror), the Trustee will be required to determine whether the cash
offer constitutes a fair price in accordance with the Lead Securitization Servicing Agreement; provided that no offer from an Interested
Person will constitute a fair price unless (A) it is the highest offer received and (B) if the offer is less than the applicable
Mortgage Loan Purchase Price, at least two other offers are received from independent third parties. In determining whether any
offer received from an Interested Person represents a fair price for any such Defaulted Loan, the trustee will be supplied with
and will be required to rely on the most recent appraisal or updated appraisal conducted in accordance with the Lead Securitization
Servicing Agreement within the preceding 9 month period or, in the absence of any such appraisal, on a new appraisal.


Notwithstanding anything
contained in the preceding paragraph to the contrary, if an Interested Person offers to purchase the Mortgage Loan and the Trustee
is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option
and at the expense of the Interested Person) designate an independent third party expert in real estate or commercial mortgage
loan matters with at least 5 years’ experience in valuing or investing in loans similar to the Mortgage Loan, that has been
selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the Mortgage Loan. If
the Trustee designates such a third party to make such determination, the






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Trustee will be entitled to rely conclusively upon such
third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions
of value incurred by the Trustee or any such third party pursuant to this paragraph will be covered by, and will be reimbursable
by, the Interested Person, and if such fees or costs are not reimbursed by such Interested Person, such expense will be reimbursable
as a Trust Fund Expense; provided that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable
amount as determined by the Trustee.


Notwithstanding the
foregoing, the Special Servicer will not be permitted to sell the Mortgage Loan if such loan becomes the Defaulted Loan without
the written consent of the Non-Lead Securitization Note Holder (provided that such consent is not required if a holder of
the Companion Loan is the borrower or an affiliate of the borrower) unless the Special Servicer has delivered to the Non-Lead Securitization
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
any holder of the Companion Loan that are material to the price of the Mortgage Loan; and (d) until the sale is completed,
and a reasonable period of time (but no less time than is afforded to other offerors) prior to the proposed sale date, all information
and other documents being provided to other offerors and all leases or other documents that are approved by the Servicer or the
Special Servicer in connection with the proposed sale; provided that the Non-Lead Securitization Note Holder may waive any
of the delivery or timing requirements described in this sentence. Subject to the terms of the Trust and Servicing Agreement, the
Non-Lead Securitization Note Holder (or its representative) shall be permitted to submit an offer at any sale of the Mortgage Loan.


The Non-Lead Securitization
Note Holder hereby appoints the Lead Securitization Note Holder as its agent, and grants to the Lead Securitization Note Holder
an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for
and consummating the sale of the Non-Lead Securitization Notes. 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 related 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 Notes, and the obligations of the Non-Lead Securitization Note
Holders to execute and deliver instruments or deliver the Non-Lead Securitization Note upon request of the Lead Securitization
Note Holder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which the Lead Securitization
is terminated in accordance with its terms.






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


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


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


 



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


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


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


(b)          Neither
the Non-Controlling Note Holder Representative nor the Non-Controlling Note Holder will have any liability to the other Note Holders
or any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure
to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment, absent any
loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence. The Non-Controlling Note Holder
Representatives, as of the date of this Agreement and until the Lead Securitization Note Holder (and the Master Servicer and the
Special Servicer) is notified otherwise, shall be the Initial Note A-1-B Holder.


 



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(c)       Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be required to provide to the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) (i) copies of any
notice, information and report with respect to any Major Decisions that is required to be delivered to the Certificate Administrator
pursuant to the Lead Securitization Servicing Agreement and (ii) a copy of a summary of the Asset Status Report relating to the
Mortgage Loan, when such notice, information, report and summary is delivered to the Certificate Administrator pursuant to the
Lead Securitization Servicing Agreement. In addition, the Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) shall be required to consult with the Non-Controlling Note Holder (or its Non-Controlling Note Holder
Representative) on a strictly non-binding basis, to the extent having received such notice, information, report or summary, the
Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) requests consultation with respect to any such
Major Decision or the implementation of any recommended actions in the summary of the Asset Status Report relating to the Mortgage
Loan, and consider alternative actions recommended by the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative);
provided that after the expiration of a period of ten (10) Business Days from the delivery to a Non-Controlling Note Holder (or
its Non-Controlling Note Holder Representative) by the Lead Securitization Note Holder of written notice of a proposed action,
together with copies of the notice, information and report required to be provided to the Lead Securitization Subordinate Class
Representative, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
no longer be obligated to consult with such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative), whether
or not such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) has responded within such ten (10)
Business Day period (unless, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its
behalf) proposes a new course of action that is materially different from the action previously proposed, in which case such ten
(10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery of all information relating
thereto). Notwithstanding the consultation rights of any Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
set forth in the immediately preceding sentence, the Lead Securitization Note Holder (or Servicer or Special Servicer, acting on
its behalf) may make any Major Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned
ten (10) Business Day period if the Lead Securitization Note Holder (or Master Servicer or Special Servicer, as applicable) determines
that immediate action with respect thereto is necessary to protect the interests of the Note Holders. In no event shall the Lead
Securitization Note Holder (or Servicer or Special Servicer, acting on its behalf) be obligated at any time to follow or take any
alternative actions recommended by any Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative).


Section 7.         [Reserved].


 


Section 8.         Payment
Procedure.


(a)          The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the
Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments and collections on the Mortgage Loan
to the Collection


 



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 Account and the portion of such payments and collections that are distributable to the Non-Lead Securitization
Holder shall be deposited into the Companion Loan Distribution Account pursuant to and in accordance with the Lead Securitization
Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such amounts
to the applicable account within two (2) Business Days after receipt of properly identified funds by the Lead Securitization Note
Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower.


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


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


(d)          Each
Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan
in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this
Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any
amounts due hereunder from the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments
due to such Non-Lead Securitization Note Holder under the Mortgage Loan. The Non-Lead Securitization Note Holder’s obligations
under this Section 8 constitute absolute, unconditional and continuing obligations.


Section
9.            Limitation on Liability of the Note Holders. Each Note Holder shall have no liability to
any other Note Holder with respect to its Note except with respect to losses actually suffered due to the negligence, willful
misconduct or breach of this Agreement on the part of such Note Holder.


 



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


Section
10.            Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and
agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under
Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other
Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan
Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the
Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead
Securitization Note Holders, can make any election, give any consent, commence any action or file any motion, claim,
obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under
the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note
Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an
interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the
Non-Lead Securitization Note Holders in connection with any case by or against the Mortgage Loan Borrower under the
Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any
claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect
to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan.
The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note
Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds,
conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and
evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency
Proceeding are subject to and must be in accordance with the Servicing Standard.


Section
11.           Representations of the Note Holders. Each Note Holder represents and
warrants that the execution, delivery and performance of this Agreement is within its corporate powers, has been duly
authorized by all necessary corporate action, and does not contravene such Note Holder’s charter or any law or
contractual restriction binding upon such Note Holder, and that this Agreement is the legal, valid and binding obligation of
such Note Holder enforceable against such Note Holder in accordance with its terms, except as such enforcement may be limited
by bankruptcy, insolvency, reorganization, moratorium or other


 



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 similar laws affecting the enforcement of creditors’ rights generally, and
by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law),
and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable
law. Each Note Holder represents and warrants that it is duly organized, validly existing, in good standing and in possession of
all licenses and authorizations necessary to carry on its business. Each Note Holder represents and warrants that (a) this Agreement
has been duly executed and delivered by such Note Holder, (b) to such Note Holder’s actual knowledge, all consents, approvals,
authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery
and performance of this Agreement by such Note Holder have been obtained or made and (c) to such Note Holder’s actual knowledge,
there is no pending action, suit or proceeding, arbitration or governmental investigation against such Note Holder, an adverse
outcome of which would materially and adversely affect its performance under this Agreement.


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


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


Section 14.           Sale
of the Notes.


(a)         Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or
otherwise dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement,
excluding a repo financing or a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”) except to
a Qualified Institutional Lender. Promptly after the Transfer, the non-transferring Note Holders shall be provided with (x) a
representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender
(except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires


 



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


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


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


 



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


 



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 and after such Transfer (i.e.,
realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The
rights of a Note Pledgee under this Section 14(c) shall remain effective as to any Note Holder (and any Servicer) unless and
until such Note Pledgee shall have notified any such Note Holder (and any Servicer, as applicable) in writing that its interest
in the pledged Note has terminated.


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


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


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


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


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


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


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


 



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


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


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


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


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


(c)          AGREES
THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED


 



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


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


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


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


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


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


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


 



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


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


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


(c)          The
Non-Lead Securitization Note Holder represents to the Lead Securitization Note Holder (for the benefit of the Mortgage Loan Borrower)
that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower is obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement.
Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, the
Non-Lead Securitization Note Holder shall deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory
to the Lead Securitization Note Holder substantiating that such Note Holder is not a Non-Exempt Person and that the Lead Securitization
Note Holder is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise
under this Agreement. Without limiting the effect of the foregoing, (i) if a Non-Lead Securitization Note Holder is created
or


 



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 organized under the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements
of the preceding sentence by furnishing to the Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if
a Non-Lead Securitization Note Holder is not created or organized under the laws of the United States, any state thereof or the
District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower is treated for United States
income tax purposes as derived in whole or part from sources within the United States, such Note Holder shall satisfy the requirements
of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY
(with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by such
Note Holder, as evidence of such Note Holder’s exemption from the withholding of United States tax with respect thereto.
The Lead Securitization Note Holder shall not be obligated to make any payment hereunder with respect to a Non-Lead Securitization
Note or otherwise until the Non-Lead Securitization Note Holder shall have furnished to the Lead Securitization Note Holder requested
forms, certificates, statements or documents.


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


Section 26.           Cooperation
in Securitization.


(a)         Each
Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization Note Holder,
the Non-Lead Securitization Note Holder shall use reasonable efforts, at the Lead Securitization Note Holder’s expense, to
satisfy, and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy,
the market standards to which the Lead Securitization Note Holder customarily adheres or which may be reasonably required in the
marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable)
any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in
attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case,
as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either
in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, none of the Non-Lead Securitization
Note Holders shall be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification,
as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the
amount of any payments due to or priority of such payments to, a Non-Lead Securitization Note Holder or (ii) materially increase
a Non-Lead Securitization Note Holders’ obligations or materially decrease any Non-Lead Securitization Note Holders’
rights, remedies or protections. In connection with the Lead Securitization, the Non-Lead Securitization Note Holder agrees to
provide for inclusion in any disclosure document relating to the Lead Securitization such


 



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 information concerning such Non-Lead
Securitization Note Holder and the Non-Lead Securitization Note as the Lead Securitization Note Holder reasonably determines to
be necessary or appropriate, and the Non-Lead Securitization Note Holder covenants and agrees that it shall, at the Lead Securitization
Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and Lead Securitization Note Holder in
connection with the Lead Securitization (including, without limitation, reasonably cooperating with the Lead Securitization Noteholder
(without any obligation to make additional representations and warranties) to enable the Lead Securitization Noteholder to make
all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with
the Mortgage Loan and the Lead Securitization), as well as in connection with all other matters and the preparation of any offering
documents thereof and to review and respond reasonably promptly with respect to any information relating to a Non-Lead Securitization
Note Holder and the Non-Lead Securitization Note in any Securitization document. The Non-Lead Securitization Note Holder acknowledges
that the information provided by it to the Lead Securitization Note Holder may be incorporated into the offering documents for
the Lead Securitization. The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information
supplied by, or on behalf of, the Non-Lead Securitization Note Holder. The Lead Securitization Note Holder will reasonably cooperate
with the Non-Lead Securitization Note Holder by providing all information reasonably requested that is in the Lead Securitization
Note Holder’s possession in connection with the Non-Lead Securitization Note Holders’ preparation of disclosure materials
in connection with a Securitization.


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


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


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


Section 29.           Certain
Matters Affecting the Agent.


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


 



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


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


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


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


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


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


 


Section 30.         Termination
and Resignation of Agent.


 


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


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


Section
31.Resizing. Notwithstanding any other provision of this Agreement, for so long as JPM, Barclays or an affiliate
of either of them (an “Original Entity”) is the owner of a Non-Lead Securitization Note (the
“Owned Note”), such Original Entity shall have the right, subject to the terms of the Mortgage Loan
Documents, to cause the Mortgage Loan


 



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


[SIGNATURE
PAGE FOLLOWS]


 




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





	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as Initial Note 1 Holder
	 	 	 
	 	  By:  	/s/ Dwayne McNicholas
	 	 	Name: Dwayne McNicholas
	 	 	Title: Vice President







(Co-Lender
Agreement – Palisades Center)


 





     


     

    




	 	BARCLAYS BANK PLC, a public
limited company, as Initial Note 2 Holder
	 	 	 
	 	By:	/s/ Michael Birajiclian
	 	 	Name:  Michael Birajiclian
	 	 	Title: Authorized Signatory


 


(Co-Lender
Agreement – Palisades Center)






     


     

    







EXHIBIT A



MORTGAGE LOAN SCHEDULE


Description of Mortgage Loan


	Mortgage Loan Borrower:	EklecCo NewCo LLC
	Date of Mortgage Loan: 	April 7, 2016
	Date of Notes: 	April 7, 2016
	Original Principal Amount of Mortgage Loan:	$418,500,000.00
	Principal Amount of Mortgage Loan as of the date hereof:	$418,500,000.00
	Initial A-1-A Note Principal Balance:	$151,370,000.00
	Initial A-1-B Note Principal Balance:	$30,000,000.00
	Initial A-2-A Note Principal Balance:	$77,730,000.00
	Initial B-1 Note Principal Balance:	$38,850,000.00
	Initial B-2 Note Principal Balance:	$16,650,000.00
	Initial C-1 Note Principal Balance:	$34,160,000.00
	Initial C-2 Note Principal Balance:	$14,640,000.00
	Initial D-1 Note Principal Balance:	$38,570,000.00
	Initial D-2 Note Principal Balance:	$16,530,000.00
	Location of Mortgaged Property:	1000 Palisades Center Drive, West Nyack, New York 10994
	Initial Maturity Date:	April 9, 2021


 




     A-1


     

    

 


EXHIBIT B





1.Initial Note 1 Holder:


(Prior to Securitization of Note 1):


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Thomas Nicholas Cassino

Facsimile No.: (212) 834-6047


and


JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy S. Alto

Facsimile No.: (212) 623-4779


with a copy to:



Cadwalader, Wickersham & Taft LLP


One World Financial Center


New York, NY 10281


Attention: Fredric L. Altschuler, Esq.

Facsimile No.: (212) 504-6666


 


2.Initial
Note 2 Holder:


(Prior to Securitization of Note 2):


Barclays Bank PLC



Notice Address:

Barclays Bank PLC

745 Seventh Avenue

New York, New York 10019

Attention: Michael Birajiclian


 



    	B-1 



     


    

 


with a copy to:



Cadwalader, Wickersham & Taft LLP


One World Financial Center


New York, NY 10281

Attention: Fredric L. Altschuler, Esq.

Facsimile No.: (212) 504-6666


 



    	B-2 



     


    

 


(Following Securitization of Note A-1-A):


(i) Depositor:


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York 10179

Attention: Kunal K. Singh

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


with a copy to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

32nd Floor

New York, New York 10179

Attention: Bianca A. Russo

Managing Director and Associate General Counsel

Telecopy number: (917) 464-6116

E-mail: russo_bianca@jpmorgan.com


(ii) Master Servicer:






Wells Fargo Bank, National Association

Commercial Mortgage Servicing

550 South Tryon Street, 14th Floor

MAC D1086-120

Charlotte, North Carolina 28202

Attention: Palisades Center Trust 2016-PLSD - Asset Manager

Facsimile: (704) 715-0036


and



Wells Fargo Bank, National Association

Legal Department

301 South College Street

D1053-300

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Facsimile: (704) 383-0353


with a copy to:



K&L Gates LLP

Hearst Tower

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann


 


(iii)
Special Servicer:


 



    	B-3 



     


    




Wells Fargo Bank, National Association

Commercial Mortgage Servicing

550 South Tryon Street, 14th Floor

MAC D1086-120

Charlotte, North Carolina 28202

Attention: Palisades Center Trust 2016-PLSD - Asset Manager

Facsimile: (704) 715-0036


and



Wells Fargo Bank, National Association

Legal Department

301 South College Street

D1053-300

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Facsimile: (704) 383-0353


with a copy to:



K&L Gates LLP

Hearst Tower

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann


 


(iv)
Trustee:




Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19801

Attention: CMBS Trustee

Palisades Center Trust 2016-PLSD

E Mail: cmbstrustee@wilmingtontrust.com


 


(v)Certificate Administrator:






Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045 1951

Attention: Corporate Trust (CMBS)

Palisades Center Trust 2016-PLSD

Telecopy Number: (410) 715 2380

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


 



    	B-4