Exhibit 4.5


 


 








EXECUTION VERSION


 


CO-LENDER AGREEMENT

 


Dated as of July 29, 2016



by and among

 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-1 Holder)


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-2 Holder)


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-3 Holder)


 


CITIGROUP GLOBAL MARKETS REALTY CORP.

(Initial Note A-4 Holder)


 


and


 


CITIGROUP GLOBAL MARKETS REALTY CORP.

(Initial Note A-5 Holder)


 


Opry Mills


 



     


     


    

 





TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Section 1	Definitions	2
	Section 2	Servicing of the Mortgage Loan	18
	Section 3	Priority of Payments	29
	Section 4	Workout	30
	Section 5	Administration of the Mortgage Loan	31
	Section 6	Rights of the Controlling Note Holder	35
	Section 7	Appointment of Special Servicer	38
	Section 8	Payment Procedure	39
	Section 9	Limitation on Liability of the Note Holders	40
	Section 10	Bankruptcy	40
	Section 11	Representations of the Note Holders	41
	Section 12	No Creation of a Partnership or Exclusive Purchase Right	41
	Section 13	Other Business Activities of the Note Holders	41
	Section 14	Sale of the Notes	42
	Section 15	Registration of the Notes and Each Note Holder	45
	Section 16	Governing Law; Waiver of Jury Trial	45
	Section 17	Submission To Jurisdiction; Waivers	45
	Section 18	Modifications	46
	Section 19	Successors and Assigns; Third Party Beneficiaries	46
	Section 20	Counterparts	47
	Section 21	Captions	47
	Section 22	Severability	47
	Section 23	Entire Agreement	47
	Section 24	Withholding Taxes	47
	Section 25	Custody of Mortgage Loan Documents	48
	Section 26	Cooperation in Securitization	49
	Section 27	Notices	50
	Section 28	Broker	50
	Section 29	Certain Matters Affecting the Agent	50
	Section 30	Resignation of Agent	51
	Section 31	Resizing	51




  



    i 


     


    

 


THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of July 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 the Note A-1, the “Initial
Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the
“Initial Note A-2 Holder”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns
in interest, in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder”), CITIGROUP GLOBAL
MARKETS REALTY CORP. (“CGMRC” and together with its successors and assigns in interest, in its capacity as initial
owner of the Note A-4, the “Initial Note A-4 Holder”) and CITIGROUP GLOBAL MARKETS REALTY CORP. (together with
its successors and assigns in interest, in its capacity as initial owner of the Note A-5, the “Initial Note A-5 Holder”
and, collectively with the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 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 CGMRC co-originated a certain loan described on the schedule attached
hereto as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to the mortgage
loan borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced, inter
alia, by five promissory notes (as amended, modified or supplemented, the “Notes”) (i) one promissory
note in the original principal amount of $80,000,000 (“Note A-1”) made by the Mortgage Loan Borrower in favor
of the Initial Note A-1 Holder (“Initial Note A-1”), (ii) one promissory note in the original principal amount
of $65,000,000 (“Note A-2”), made by the Mortgage Loan Borrower in favor of the Initial Note A-2 Holder (“Initial
Note A-2”), (iii) one promissory note in the original principal amount of $80,000,000 (“Note A-3”),
made by the Mortgage Loan Borrower in favor of the Initial Note A-3 Holder (“Initial Note A-3”), (iv) one promissory
note in the original principal amount of $70,000,000.00 (“Note A-4”), made by the Mortgage Loan Borrower in
favor of the Initial Note A-4 Holder (“Initial Note A-4”) and (v) one promissory note in the original principal
amount of $80,000,000 (“Note A-5”), made by the Mortgage Loan Borrower in favor of the Initial Note A-5 Holder
(“Initial Note A-5”); 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, the Initial
Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder, the Initial Note A-4 Holder and the Initial Note A-5
Holder desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold
Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5, respectively;


 


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


 



     


     


    

 


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


 


“Acceptable
Insurance Default” shall have the meaning set forth in the Lead Securitization Servicing Agreement.


 


“Affected Reporting
Party” shall have the meaning set forth 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, New York, New York 10179, Attention: Thomas N. Cassino, and which is the address to which notices to and correspondence
with the Agent should be directed. The Agent may change the address of its designated office by notice to the Note Holders.


 


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


 


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


 


“Asset Representations
Reviewer” shall mean the asset representations reviewer appointed as provided in the Lead Securitization Servicing Agreement.


 


“Asset Review”
shall mean any review of representations and warranties conducted by the Non-Lead Asset Representations Reviewer, as contemplated
by Item 1101(m) of Regulation AB.


 


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


 


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


 


“Certificate
Administrator” shall mean the certificate administrator appointed as provided in the Lead Securitization Servicing Agreement.


 



    2 


     


    

 


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


 


“CLO Asset Manager”
with respect to any Securitization Vehicle that is a CLO, shall mean the entity that 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).


 


“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).


 


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


 


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


 


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


 


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


 



    3 


     


    

 


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


 


“Directing Certificateholder”
shall mean any “Directing Certificateholder” or similar term as defined in a Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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


 



    4 


     


    

 


one entity comprises the Mortgage Loan Borrower, the term “Mortgage Loan Borrower” shall refer to any such entity.


 


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


 


“Interested
Person” shall mean the Depositor, any Non-Lead Depositor, the Master Servicer, any Non-Lead Master Servicer, the Special
Servicer, any Non-Lead Special Servicer, the Trustee, any Non-Lead Trustee, any Mortgage Loan Borrower, any manager of any Mortgaged
Property, any independent contractor engaged by any of the foregoing parties, the Operating Advisor, any Non-Lead Operating Advisor,
the Controlling Note Holder, the Controlling Note Holder Representative, any Non-Controlling Note Holder, any Non-Controlling Note
Holder Representative, any holder of a related mezzanine loan, or any known Affiliate of any such party described above.


 


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


 


“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 (a) during the period from and after the Securitization Date and prior to the Note A-1 Securitization Date, the Securitization
of the first Note or portion thereof, and (b) on and after the Note A-1 Securitization Date, the Note A-1 Securitization.


 


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


 


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


 


“Lead Securitization
Servicing Agreement” shall mean (i) during the period from and after the Securitization Date and prior to the Note A-1
Securitization Date, the related Pooling and Servicing Agreement for the Securitization of the first Note or portion thereof, (ii)
on and after the Note A-1 Securitization Date, the Note A-1 PSA, and (iii) on and after the date on which the Mortgage Loan is
no longer subject to the provisions of the Lead Securitization Servicing Agreement, the “Lead Securitization Servicing
Agreement” shall be determined in accordance with the second paragraph of Section 2(a).


 


“Lead Securitization
Directing Certificateholder” shall mean the “Directing Certificateholder” or similar term as defined in the
Lead Securitization Servicing Agreement.


 



    5 


     


    

 


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


 


“Major Decisions”
shall have the meaning given to such term or one or more analogous terms in the Lead Securitization Servicing Agreement; provided
that at any time none of the Notes are included in a Securitization “Major Decision” shall mean:


 


(i)         any
proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property) of the ownership
of the property or properties securing the Mortgage Loan if it comes into and continues in default;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(ix)       any
material modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any mezzanine
lender or subordinate debt holder related to the Mortgage Loan, or any


 



    6 


     


    

 


action to enforce rights (or decision not to enforce rights)
with respect thereto, or any material modification, waiver or amendment thereof;


 


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


 


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


 


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


 


(xiii)      any
determination of an Acceptable Insurance Default;


 


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


 


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


 


“Master Servicer”
shall mean the master servicer appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of June 2, 2016, between Opry Mills Mall Limited Partnership, as borrower,
and JPM and CGMRC, collectively, as lender, as the same may be further amended, restated, supplemented or otherwise modified from
time to time, subject to the terms hereof.


 



    7 


     


    

 


“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.


 


“New Notes”
shall have the meaning assigned to such term in Section 31.


 


“Non-Controlling
Note Holder” shall mean any of the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder;
provided that at any time such holder’s Note is included in a Securitization, references to such “Non-Controlling
Note Holder” herein shall mean the Directing Certificateholder or any other party assigned the rights to exercise the rights
of the “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related 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 for so long as 50% or more of any of Note A-2, Note A-3, Note A-4 or Note A-5
is held by (or the majority “controlling class” holder or other party assigned the rights to exercise the rights of
such “Non-Controlling Note Holder” (as described above) is) the Mortgage Loan Borrower or an Affiliate of the Mortgage
Loan Borrower, such Note (and the majority “controlling class” holder or other party assigned the rights to exercise
the rights of such “Non-Controlling Note Holder” as described above) shall not be entitled to exercise any rights of
such Non-Controlling Note Holder, and there shall be deemed to be no Non-Controlling Note Holder hereunder with respect to such
Non-Controlling Note. 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 as the representative of the “controlling class”
holder(s) in respect of any Note that is exercising the rights of a “Non-Controlling Note Holder” herein or under the
Lead Securitization Servicing Agreement (it being understood for the avoidance of doubt that the Lead Securitization Note Holder
(or the Master Servicer or Special Servicer on its behalf) may additionally need to deal with the master servicer, special servicer
or other person party to the related Securitization Servicing Agreement), and to the extent that any related Securitization Servicing
Agreement assigns such rights to more than one such party as the representative of the “controlling class” holder(s),
for purposes of this Agreement, such Securitization Servicing Agreement shall designate one such party to deal with the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) as the representative of the related “controlling
class” holder(s) in exercising its rights as a “Non-Controlling Note Holder” herein or under the Lead Securitization
Servicing Agreement, and such party shall provide written notice of such designation to the Lead Securitization Note


 



    8 


     


    

 


Holder (and
the Master Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such designation and
notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled
to treat the last party as to which it has received written notice as having been designated as the applicable Non-Controlling
Note Holder, as the applicable Non-Controlling Note Holder under this Agreement.


 


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


 


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


 


“Non-Lead Asset
Representations Reviewer” shall mean the “asset representations reviewer” under any Non-Lead Securitization
Servicing Agreement.


 


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


 


“Non-Lead Master
Servicer” shall mean the “master servicer” under any Non-Lead Securitization Servicing Agreement.


 


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


 


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


 


“Non-Lead Securitization
Determination Date” shall mean the “determination date” (or any term substantially similar thereto) as defined
in the Non-Lead Securitization Servicing Agreement.


 


“Non-Lead Securitization
Note” shall mean (a) during the period from and after the Securitization Date and prior to the Note A-1 Securitization
Date, any of the Notes other than the first Note or portion thereof contributed to a Securitization and (b) on and after the Note
A-1 Securitization Date, any of Note A-2, Note A-3, Note A-4 and Note A-5.


 


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


 


“Non-Lead Securitization
Servicing Agreement” shall mean (a) during the period from and after the Securitization Date and prior to the Note A-1
Securitization Date, any Pooling and Servicing Agreement other than the Pooling and Servicing Agreement for the first Note to be


 



    9 


     


    

 


securitized and (b) on and after the Note A-1 Securitization Date, any of the Note A-2 PSA, the Note A-3 PSA, the Note A-4 PSA
and the Note A-5 PSA.


 


“Non-Lead Special
Servicer” shall mean the “special servicer” under any Non-Lead Securitization Servicing Agreement.


 


“Non-Lead Trustee”
shall mean the “trustee” under any Non-Lead Securitization Servicing Agreement.


 


“Non-Securitizing
Note Holder” shall mean, with respect to a Securitization, each Note Holder that is not a Securitizing Note Holder with
respect to such Securitization and has not contributed its Note to a Securitization.


 


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


 


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


 


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


 


“Note A-1 Master
Servicer” shall mean the master servicer under the Note A-1 PSA.


 


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


 


“Note A-1 PSA”
shall mean the Pooling and Servicing Agreement for the Note A-1 Securitization.


 


“Note A-1 Securitization”
shall mean the first sale by the Note A-1 Holder of all or a portion of Note A-1 to a depositor who will in turn include such portion
of Note A-1 as part of the securitization of one or more mortgage loans.


 


“Note A-1 Securitization
Date” shall mean the closing date of the Note A-1 Securitization.


 


“Note A-1 Special Servicer” shall mean the special servicer under the Note A-1 PSA.


 


“Note A-1 Trustee”
shall mean the trustee under the Note A-1 PSA.


 


“Note A-1 Trust
Fund” shall mean the trust formed pursuant to the Note A-1 PSA.


 


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


 



    10 


     


    

 


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


 


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


 


“Note A-2 PSA”
shall mean the Pooling and Servicing Agreement for the Note A-2 Securitization.


 


“Note A-2 Securitization”
shall mean the first sale by the Note A-2 Holder of all or a portion of Note A-2 to a depositor who will in turn include such portion
of Note A-2 as part of the securitization of one or more mortgage loans.


 


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


 


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


 


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


 


“Note A-3 PSA”
shall mean the Pooling and Servicing Agreement for the Note A-3 Securitization.


 


“Note A-3 Securitization”
shall mean the first sale by the Note A-3 Holder of all or a portion of Note A-3 to a depositor who will in turn include such portion
of Note A-3 as part of the securitization of one or more mortgage loans.


 


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


 


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


 


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


 


“Note A-4 PSA”
shall mean the Pooling and Servicing Agreement for the Note A-4 Securitization.


 


“Note A-4 Securitization”
shall mean the first sale by the Note A-4 Holder of all or a portion of Note A-4 to a depositor who will in turn include such portion
of Note A-4 as part of the securitization of one or more mortgage loans.


 



    11 


     


    

 


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


 


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


 


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


 


“Note A-5 PSA”
shall mean the Pooling and Servicing Agreement for the Note A-5 Securitization.


 


“Note A-5 Securitization”
shall mean the first sale by the Note A-5 Holder of all or a portion of Note A-5 to a depositor who will in turn include such portion
of Note A-5 as part of the securitization of one or more mortgage loans.


 


“Note Holder
Representative” shall mean a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative,
as applicable (including any Lead Securitization Directing Holder and any “directing certificateholder”, “controlling
class representative” or similar person acting pursuant to a Securitization Servicing Agreement on behalf of the Controlling
Note Holder or the Non-Controlling Note Holder, as the case may be).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    12 


     


    

 


with respect to the Note A-3 Holder, a fraction,
expressed as a percentage, the numerator of which is the Note A-3 Principal Balance and the denominator of which is the sum of
the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance
and the Note A-5 Principal Balance, (d) with respect to the Note A-4 Holder, a fraction, expressed as a percentage, the numerator
of which is the Note A-4 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note
A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance and (e)
with respect to the Note A-5 Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-5 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance.


 


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


 


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


 


“Pooling and
Servicing Agreement” shall mean a “pooling and servicing agreement”, “trust and servicing agreement”
or similar agreement entered into in connection with a Securitization.


 


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


 


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


 


(a)          an
entity Controlled (as defined herein) by, under common Control with or that Controls 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 CLO comprised of, or other
securitization vehicle involving, assets deposited or transferred by a Note Holder and/or one or more Affiliates (whether with
assets from others or not), provided that the securities issued in connection with such CLO or other securitization vehicle
are rated by each of the Rating Agencies that assigned a rating to one or more classes of securities issued in connection with
the Lead Securitization, or


 



    13 


     


    

 


(c)          one
or more of the following:


 


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


 


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


 


(iii)       a
Qualified Trustee in connection with (a) a securitization of, (b) the creation of collateralized debt obligations (“CLO”)
secured by, or (c) a financing through an “owner trust” of, a Note or any interest therein (any of the foregoing, a
“Securitization Vehicle”), provided that (1) one or more classes of securities issued by such Securitization
Vehicle is initially rated at least investment grade by each of the Rating Agencies that assigned a rating to one or more classes
of securities issued in connection with such Securitization Vehicle (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 CLO, 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 CLO, the CLO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered and managed by
a CLO Asset Manager which is a Qualified Institutional Lender, are each a Qualified Institutional Lender under clauses (i), (ii),
(iv) or (v) of this definition, or


 


(iv)       an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $250,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified Institutional Lender
under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities referred to in clause (i) or
(ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager responsible for the
day-to-day management and operation of such investment vehicle and provided that at least 50% of the equity interests in
such investment vehicle are owned, directly or indirectly, by one or


 



    14 


     


    

 


more entities that are otherwise Qualified Institutional Lenders
(without regard to the capital surplus/equity and total asset requirements set forth below in the definition), or


 


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


 


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


 


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


 


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


 


“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


 



    15 


     


    

 


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


 


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


 


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


 


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


 


“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.


 


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


 



    16 


     


    

 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“Securitization”
shall mean the Note A-1 Securitization, the Note A-2 Securitization, the Note A-3 Securitization, the Note A-4 Securitization or
the Note A-5 Securitization, as applicable.


 


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


 


“Securitization
Note Holder” shall mean any Lead Securitization Note Holder or Non-Lead Securitization Note Holder.


 


“Securitization
Servicing Agreement” shall mean the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing
Agreement.


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization.


 


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


 


“Securitizing
Note Holder” shall mean, with respect to a Securitization, each Note Holder that is contributing its Note to such Securitization.


 


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


 


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


 


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


 


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


 


“Servicing Standard”
shall have the meaning assigned to such term or an analogous term in the Lead Securitization Servicing Agreement. 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.


 


“Special Servicer”
shall mean the special servicer appointed as provided in the Lead Securitization Servicing Agreement.


 



    17 


     


    

 


“Sub-Servicer”
shall have the meaning set forth in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


“Trustee”
shall mean the 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 as follows:
(i) during the period from and after the Securitization Date and prior to the Note A-1 Securitization Date, by the Master Servicer
and the Special Servicer pursuant to the terms of this Agreement and the Lead Securitization Servicing Agreement; and (ii) during
the period from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant
to the terms of this Agreement and the Note A-1 PSA; 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 Lead Securitization Note if such principal or interest
is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and
other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage
thereon, subject to the terms of the Lead Securitization Servicing Agreement. 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, Operating Advisor, the Asset Representations Reviewer, Certificate Administrator and the Trustee under
the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer as the initial Special
Servicer by the


 



    18 


     


    

 


Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with
respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder
hereby 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 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, the Lead Securitization Servicing
Agreement and applicable law, shall provide information to each servicer under each Non-Lead Securitization Servicing Agreement
to enable each such servicer to perform its servicing duties under such 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 and all
references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement;
provided, that if a Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation shall have been
obtained from each Rating Agency with respect to such Non-Lead Securitization; provided, further, 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.


 


(b)          The
Master Servicer shall be the lead 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) shall be required to make the following advances subject to the terms
of the Lead Securitization Servicing Agreement and this Agreement: (i) Servicing Advances on the Mortgage Loan and (ii) P&I
Advances on the Lead Securitization Note. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled
to reimbursement for a Servicing Advance, first from funds on deposit in the Collection Account (or equivalent account)
(as defined in the Lead Securitization Servicing Agreement) and/or the related Companion Distribution Account (or equivalent account)
(as defined in the Lead Securitization Servicing Agreement) for the Mortgage Loan that (in any case) represent amounts received
on or in respect of the Mortgage Loan, and then, in the case of Nonrecoverable Servicing Advances, if such funds on deposit
in the Collection Account or Companion Distribution Account are insufficient, from general collections of the Lead Securitization
as provided in the Lead Securitization


 



    19 


     


    

 


Servicing Agreement and from general collections of any Securitization of a Non-Lead Securitization
Note as provided below. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to reimbursement
for advance interest on a Servicing Advance or a Nonrecoverable Servicing Advance, in the manner and from the sources provided
in the Lead Securitization Servicing Agreement, including from general collections of the Lead Securitization and, in the case
of Servicing Advances, from general collections of any Securitization of a Non-Lead Securitization Note as provided below. Notwithstanding
the foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from general
collections of the Lead Securitization as a reimbursement for a Nonrecoverable Servicing Advance or any advance interest on a Servicing
Advance or a Nonrecoverable Servicing Advance, each Non-Lead Securitization Note Holder (including any Securitization Trust into
which such Non-Lead Securitization Note is deposited) shall be required to, promptly following notice from the Master Servicer,
reimburse the Lead Securitization for its pro rata share of such Nonrecoverable Servicing Advance or advance interest.


 


In addition, each Non-Lead
Securitization Note Holder (including, but not limited to, any Securitization Trust into which such Non-Lead Securitization Note
is deposited) shall be required to, promptly following notice from the Master Servicer reimburse the Lead Securitization for such
Non-Lead Securitization Note Holder’s pro rata share of any fees, costs or expenses incurred in connection with the
servicing and administration of the Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor or the Depositor, as applicable, is entitled to be reimbursed pursuant to the Lead Securitization
Servicing Agreement and any costs, fees and expenses related to obtaining any Rating Agency Confirmation, to the extent amounts
on deposit in the Collection Account or Companion Distribution Account that are allocated to the related Non-Lead Securitization
Note are insufficient for reimbursement of such amounts and to the extent that funds from general collections in the Lead Securitization
are applied towards the Lead Securitization Note Holder’s pro rata share of the insufficiency. Each Non-Lead Securitization
Note Holder shall indemnify (as and to the same extent the Lead Securitization Trust is required to indemnify each of the following
parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the Lead Securitization Servicing
Agreement) each of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the
Operating Advisor (and any partner, director, officer, shareholder, member, manager, employee or agent of any of the foregoing,
to the extent such parties are identified as indemnified parties in the Lead Securitization Servicing Agreement in respect of other
mortgage loans) (the “Indemnified Parties”) against any claims, losses, penalties, fines, forfeitures, legal
fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing
and administration of the Mortgage Loan and the Mortgaged Property (or, with respect to the Operating Advisor, incurred in connection
with the provision of services for the Mortgage Loan) under the Lead Securitization Servicing Agreement (collectively, the “Indemnified
Items”) to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in
the Collection Account or Companion Distribution Account that are allocated to the related Non-Lead Securitization Note are insufficient
for reimbursement of such amounts, the Non-Lead Securitization Note Holder shall be required to, promptly following notice from
the Master Servicer reimburse each of the applicable Indemnified Parties for its pro rata share of the insufficiency, provided,
that such Non-Lead Securitization Note Holder’s duty to pay, if any,


 



    20 


     


    

 


Indemnified Items to the Operating Advisor shall be
subject to any limitations and conditions (including limitations and conditions with respect to the timing of such payments and
the sources of funds for such payments) as may be set forth from time to time in the related Non-Lead Securitization Servicing
Agreement.


 


Any Non-Lead Master Servicer
(or Non-Lead Trustee, if not made by such Non-Lead Master Servicer) may be required to make P&I Advances on the respective
Non-Lead Securitization Note, from time to time, subject to the terms of the related 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. Any Non-Lead Master Servicer, any Non-Lead
Special Servicer and any Non-Lead Trustee under any Non-Lead Securitization Servicing Agreement, as applicable, shall be entitled
to make its own recoverability determination with respect to a P&I Advance to be made on the related Non-Lead Securitization
Note based on the information that they have on hand and in accordance with the related Non-Lead Securitization Servicing Agreement.
The Master Servicer and the Trustee, as applicable, and any Non-Lead Master Servicer or Non-Lead Trustee, as applicable, 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, Non-Lead Special Servicer or 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 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 such Non-Lead Master Servicer or Non-Lead Trustee (as provided in
the related Non-Lead Securitization Servicing Agreement, in the case of a determination of non-recoverability by a Non-Lead Master
Servicer, a Non-Lead Special Servicer or a Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or the related Non-Lead
Master Servicer and the related Non-Lead Trustee, as the case may be, within two business days of making such determination. Each
of the Master Servicer, the Trustee, the related Non-Lead Master Servicer and the related Non-Lead Trustee, as applicable, shall
only be entitled to reimbursement for a P&I Advance that becomes non-recoverable and advance interest thereon first
from the Collection Account or Companion Distribution Account from amounts allocable to the Note for which such P&I Advance
was made, and then, if funds are insufficient, (i) in the case of the Lead Securitization Note, from general collections
of the Lead Securitization Trust, pursuant to the terms of the Lead Securitization Servicing Agreement and (ii) in the case of
a Non-Lead Securitization Note, from general collections of the related Securitization Trust, as and to the extent provided in
the related Non-Lead Securitization Servicing Agreement.


 


(c)          (x)
the Initial Note Holder of the first Note or portion thereof to be contributed to a Securitization (other than the Initial Note
A-1 Holder), shall cause the related Pooling and Servicing Agreement to contain provisions to the effect that when such Pooling
and


 



    21 


     


    

 


Servicing Agreement becomes a Non-Lead Securitization Servicing Agreement, and (y) any other Initial Note Holder (other than
the Initial Note A-1 Holder) contributing a Note to a Securitization shall cause the related Pooling and Servicing Agreement to
contain provisions to the effect that:


 


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


 


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


 



    22 


     


    

 


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


 


(iv)        any
matter affecting the servicing and administration of the Mortgage Loan that requires delivery of a Rating Agency Confirmation pursuant
to the Lead Securitization Servicing Agreement shall also require delivery of a Rating Agency Confirmation under the related 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)          If
a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with such Non-Lead
Asset Representations Reviewer in connection with such Asset Review by providing such Non-Lead Asset Representations Reviewer with
any documents reasonably requested by such Non-Lead Asset Representations Reviewer, but only to the extent that such documents
are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, and are not
in the possession of the Non-Lead Asset Representations Reviewer(and the Non-Lead Asset Representations Reviewer has informed such
party that it has first requested, and not received, the documents from the master servicer, special servicer and custodian for
the applicable Non-Lead Securitization).


 


(e)          Following
the Securitization of one Note but prior to the Securitization of any other particular Note (including any New Note), all notices,
reports, information or other deliverables required to be delivered to a Note Holder pursuant to this 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 related Note
Holder (or its Note Holder Representative) and, when so delivered to such Note Holder (or Note Holder Representative, as applicable),
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
the Securitization of any Note (including any New Note), as applicable, all notices, reports, information or other deliverables
required to be delivered to a 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 master
servicer and the special servicer with respect to such Securitization (who then may forward such items to the party entitled to
receive such items as and to the extent provided in the related Securitization Servicing Agreement or with respect to a Note that
has not been securitized, the related Note Holder) and, when so delivered to such master servicer and the 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


 



    23 


     


    

 


Securitization Servicing Agreement; provided, however,
that all items that relate to the Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered
to the Non-Lead Depositor.


 


(f)          In
addition to the foregoing, the Note A-1 PSA shall contain terms and conditions that are customary for securitization transactions
involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of
the Note A-1 Trust Fund, (ii) required by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies
rating the Note A-1 Securitization. The Note A-1 Holder shall have the right to designate the Note A-1 Master Servicer and Note
A-1 Special Servicer as long as each such party satisfies the conditions for such Servicer set forth in the Lead Securitization
Servicing Agreement prior to the Note A-1 Securitization Date. The Note A-1 PSA shall provide for special servicing, workout and
liquidation fees that do not exceed 0.25%, 1.00% and 1.00%, respectively, subject to market minimum special servicing fees and
offsets set forth in the Note A-1 PSA. The Note A-1 PSA shall also satisfy Moody’s rating methodology for eligible accounts
and permitted investments for a securitization rated “Aaa” by Moody’s.


 


(g)          Each
Lead Securitization Note Holder agrees that it shall cause the related Lead Securitization Servicing Agreement to provide as follows
in all material respects (and to the extent such following provisions are not included in the related Lead Securitization Servicing
Agreement, they shall be deemed incorporated therein and made a part thereof) for the benefit of each Non-Lead Securitization Note:


 


(i)         the
Master Servicer or Trustee shall be required to provide written notice to the Non-Lead Master Servicer and the Non-Lead Trustee
of any P&I Advance it has made with respect to the Lead Securitization Note within two (2) business days of making such advance;


 


(ii)        if
the Master Servicer determines that a proposed P&I Advance with respect to the Lead Securitization Note or Servicing Advances
with respect to the Mortgage Loan, if made, or any outstanding P&I Advance or Servicing Advances previously made, would be,
or is, as applicable, a Nonrecoverable Advance, the Master Servicer shall provide the Non-Lead Master Servicer written notice of
such determination within two (2) business days after such determination was made;


 


(iii)       the
Master Servicer shall remit all payments received with respect to the Non-Lead Securitization Note, net of the servicing fees payable
to the Master Servicer and Special Servicer with respect to the Non-Lead Securitization Note, and any other applicable fees and
reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the Non-Lead Securitization Note Holder
by the earlier of (x) the “master servicer remittance date” (or any term substantially similar thereto) as defined
in the Lead Securitization Servicing Agreement and (y) the business day following the “determination date” (or any
term substantially similar thereto) as defined in the Non-Lead Securitization Servicing Agreement (such determination date, the
“Non-Lead Securitization Determination Date”), in each case as long as the date on which remittance is required under
this clause (iii) is at least one business day after the scheduled monthly payment date under the Loan Agreement;


 



    24 


     


    

 


(iv)        with
respect to the Non-Lead Securitization Note that is held by a Securitization, the Master Servicer agrees to deliver or cause to
be delivered or to make available to the Non-Lead Master Servicer all loan-level reports constituting the CREFC® Investor Reporting
Package) pursuant to the terms of the Lead Securitization Servicing Agreement, to the extent related to the Mortgage Loan, the
Mortgaged Property, the Non-Lead Securitization Note, the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, by the earlier of (x) the “master servicer remittance date” (or any term substantially similar thereto)
as defined in the Lead Securitization Servicing Agreement and (y) the Business Day following the Non-Lead Securitization Determination
Date, in each case so long as the date on which delivery is required under this clause (iv) is at least one business day after
the scheduled monthly payment date under the Loan Agreement;


 


(v)          the
servicing duties of each of the Master Servicer and Special Servicer under the Lead Securitization Servicing Agreement shall include
the duty to service the Mortgage Loan and all of the Notes on behalf of the Note Holders (including the respective trustees and
certificateholders) in accordance with the terms and provisions of this Agreement, the Lead Securitization Servicing Agreement
and the Servicing Standard;


 


(vi)        the
Non-Lead Securitization Note Holder shall be entitled to the same indemnity as the Lead Securitization Note Holder under the Lead
Securitization Servicing Agreement with respect to the following items; each of the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor, and the Custodian shall be required to indemnify each certifying
person and the Non-Lead Depositor for any public Other Securitization Trust, and their respective directors and officers and controlling
persons, to the same extent that they indemnify the Depositor (as depositor in respect of the Lead Securitization) and each certifying
person for (i) its failure to deliver the items in clause (vii) below in a timely manner, (ii) its failure to perform its obligations
to such Non-Lead Depositor or Non-Lead Trustee under Article XI (or any article substantially similar thereto) of the Lead Securitization
Servicing Agreement by the time required after giving effect to any applicable grace period or cure period, (iii) the failure of
any Servicing Function Participant or Additional Servicer retained by it to perform its obligations to such Non-Lead Depositor
or Non-Lead Trustee under such Article XI (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement
by the time required and/or (iv) any deficient Exchange Act report regarding, and delivered by or on behalf of, such party;


 


(vii)       each
of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee
shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant or Additional Servicer,
use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and each Servicing
Function Participant with which, in each case, it has entered into a servicing relationship with respect to the Mortgage Loans,
cause such party to, comply with the foregoing Section 2(h)(vi) by inclusion of similar provisions in the related sub-servicing
or similar agreement;


 



    25 


     


    

 


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


 


(ix)        each
of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting Party shall cooperate (and
require each Servicing Function Participant and Sub-Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement),
with the Non-Lead Depositor to the same extent as such party is required to cooperate with the Lead Depositor under Article XI
(or any article substantially similar thereto) of the Lead Securitization Servicing Agreement in connection with the reporting
requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.
All respective reasonable out-of-pocket costs and expenses incurred by the Non-Lead


 



    26 


     


    

 


Depositor (including reasonable legal fees
and expenses of outside counsel to such depositor) in connection with the foregoing (other than those costs and expenses related
to participation by the Non-Lead Depositor in any telephone conferences and meetings with the United States Securities and Exchange
Commission (the “Commission”) and other costs the Non-Lead Depositor must bear pursuant to Article XI (or any
article substantially similar thereto) of the Lead Securitization Servicing Agreement) and any amendments to any reports filed
with the Commission therewith shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice
from such Non-Lead Depositor;


 


(x)          any
late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to the Non-Lead Securitization
Note or reimbursable to the Non-Lead Master Servicer or the Non-Lead Trustee in accordance with this Agreement shall be remitted
by the Master Servicer to the Non-Lead Master Servicer within one (1) Business Day of receipt and identification thereof unless
such amount would otherwise be included in the monthly remittance to the Non-Lead Securitization Note Holder for such month; provided,
however, that to the extent any such amounts are received after 3:00 p.m. Eastern time on any given business day, the Master Servicer
shall use commercially reasonable efforts to remit such late collections to the Non-Lead Master Servicer within one (1) business
day of receipt of properly identified funds but, in any event, the Master Servicer shall remit such amounts within two (2) business
days of receipt of properly identified funds;


 


(xi)         the
Non-Lead Securitization Note Holder is an intended third-party beneficiary in respect of the rights afforded it under the Lead
Securitization Servicing Agreement;


 


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


 


(xiii)       if
the Mortgage Loan becomes a Defaulted Mortgage Loan and the Special Servicer determines to sell the Lead Securitization Note in
accordance with the Lead Securitization Servicing Agreement, it shall have the right and the obligation to sell both of the Notes
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 provide notice to the Non-Lead Master Servicer who shall provide notice to the Non-Controlling
Note Holder of the planned sale;


 


(xiv)       the
Lead Securitization Servicing Agreement shall not be amended in any manner that materially and adversely affects the rights of
the Non-Lead Securitization Note Holder without the consent of the Non-Lead Securitization Note Holder;


 


(xv)        to
the extent related to the Mortgage Loan, the Master Servicer or the Special Servicer, Rating Agency Confirmation shall be provided
with respect to the


 



    27 


     


    

 


commercial mortgage pass-through certificates issued in connection with the Non-Lead Securitization to the
same extent provided with respect to the commercial mortgage pass-through certificates issued in connection with the Lead Securitization;


 


(xvi)       “Servicer
Termination Events” (or any analogous term under the Lead Securitization Servicing Agreement) include customary
market termination events with respect to failure to make advances, failure to timely remit payments to the Non-Lead
Securitization Note Holders as required hereunder or under the Lead Securitization Servicing Agreement (subject to no more
than one business day grace period), failure to timely deposit amounts into any REO Account or to remit to a Servicer for
deposit into a related collection or custodial account, failure to deliver (or cause to be delivered) materials or
information required in order for the Non-Lead Securitization Note Holders or the Non-Lead Depositor to timely comply with
its obligations under the Exchange Act, the Securities Act and Form SF-3, and for rating agency downgrades or other triggers
with respect to any certificates issued in connection with a Non-Lead Securitization, subject to customary grace periods
(provided that, in the case of failures related to the securities laws, such grace periods will not cause a Non-Lead
Depositor to fail to comply with the applicable provisions of such securities laws). Upon the occurrence of such a Servicer
Termination Event with respect to the Master Servicer affecting the Non-Lead Securitization Note Holder and the Master
Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Master Servicer shall be
required, upon the direction of the Non-Lead Securitization Note Holder, to appoint a subservicer with respect to the
Non-Lead Securitization Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer
affecting the Non-Lead Securitization Note Holder and the Special Servicer is not otherwise terminated pursuant to the Lead
Securitization Servicing Agreement, the Trustee shall, upon direction of the Non-Lead Securitization Note Holder, terminate
the Special Servicer with respect to, but only with respect to, the Mortgage Loan;


 


(xvii)      in
connection with (A) any amendment of the Lead Securitization Servicing Agreement, a party to such Lead Securitization Servicing
Agreement is required to provide a copy of the executed amendment to each Non-Lead Depositor and one or more parties to the related
Non-Lead Securitization Servicing Agreement (which may be by e-mail), together with a copy of such amendment in electronic format,
no later than the effective date of such amendment, and (B) the termination, resignation and/or replacement of the Master Servicer
or Special Servicer under the Lead Securitization Servicing Agreement, the replacement “master servicer” or replacement
“special servicer”, as applicable, is required to provide to each Non-Lead Depositor and one or more parties to the
related Non-Lead Securitization Servicing Agreement all disclosure about itself that is required to be included in Form 8-K no
later than the date of effectiveness thereof;


 


(xviii)     if
the Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the custodian shall reasonably cooperate with the Non-Lead
Asset Representations Reviewer in connection with such Asset Review by providing the Non-Lead Asset Representations Reviewer with
any documents


 



    28 


     


    

 


reasonably requested by the Non-Lead Asset Representations Reviewer, but only to the extent (x) such documents are
in the possession of the Master Servicer, the Special Servicer, the Trustee or the custodian, as the case may be, and (y) the Non-Lead
Asset Representations Reviewer has not been able to obtain such documents from the related mortgage loan seller; and


 


(xix)       any
conflict between the Lead Securitization Servicing Agreement and this Agreement shall be resolved in favor of this Agreement.


 


(h)         The
initial holder of each Lead Securitization Note shall:


 


(i)          give
the other Note Holders notice of the Securitization of the Lead Securitization Note in writing (which may be by email) not less
than three (3) business days prior to the applicable pricing date for the Lead Securitization, together with contact information
for each of the parties to the Lead Securitization Servicing Agreement;


 


(ii)         on
the closing date of the Lead Securitization, send a copy (in EDGAR-compatible format) of the Lead Securitization Servicing Agreement
to the other Note Holders; and


 


(iii)        give
the other Note Holder written notice in a timely manner (but no later than one (1) business day prior to the applicable filing
date) of any re-filing (other than a filing made in connection with a formal amendment of the Lead Securitization Servicing Agreement)
by the Depositor of the Lead Securitization Servicing Agreement subsequent to the Securitization Date if such filing contains revisions
or changes that are material to the other Note Holder.


 


(i)          In
the event any filing is required to be made by a Non-Lead Depositor under the Lead Securitization Servicing Agreement in order
to comply with such Non-Lead Depositor’s requirements under the Securities Exchange Act of 1934, as amended, the related
Non-Lead Securitization Note Holder (including the related Non-Lead Depositor and Non-Lead Trustee) shall use commercially reasonable
efforts to timely comply with any such filing; provided, however that the foregoing shall not apply to any Non-Lead Securitization
Note Holder (including the related Non-Lead Depositor and Non-Lead Trustee) related to Note A-4 or Note A-5.


 


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


 


(k)          Each
Non-Lead Securitization Note Holder shall give each of the parties to the Lead Securitization Servicing Agreement notice of the
closing of a related Non-Lead Securitization, in writing (which may be by email) prior to or promptly following the related Securitization
Date, which notice shall include a copy of the related Non-Lead Securitization Servicing Agreement.


 



    29 


     


    

 


Section
3.          Priority of Payments. Each Note shall be of equal
priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security
therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in
connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the
form of monthly payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other
collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other than proceeds,
awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan
Borrower in accordance with the terms of the Mortgage Loan Documents), but excluding (x) all amounts for required reserves or
escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan
Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property
protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead
Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any
reimbursements of P&I Advances (and interest thereon) made with respect to Note A-1, Note A-2, Note A-3, Note A-4 or Note
A-5 which may only be reimbursed out of payments and collections allocable to Note A-1, Note A-2, Note A-3, Note A-4 or Note
A-5, as applicable, and (ii) any servicing fees due to the Master Servicer in excess of the related Non-Lead Securitization
Note’s pro rata share of that portion of such servicing fees calculated at the primary servicing fee rate
applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement or any applicable primary
servicing agreement) to any Servicer, with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing
Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to
second paragraph of Section 5(e) hereof) reimbursable to, or payable to, such parties and any Special Servicing Fees,
Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph) and any other
additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead
Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis.


 


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


 



    30 


     


    

 


the Lead Securitization Servicing Agreement and (ii) in the case of the remaining
amount of Penalty Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note,
to the related Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer
as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.


 


Any proceeds received
from the sale of the primary servicing rights with respect to the Mortgage Loan shall be remitted, promptly upon receipt thereof,
to the Note Holders on a Pro Rata and Pari Passu Basis. Any proceeds received by any Note Holder from the sale of master servicing
rights with respect to its Note shall be for its own account.


 


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


 


Section 5.          Administration
of the Mortgage Loan.


 


(a)          Subject
to this Agreement (including but not limited to Section 5(d)) and the Lead Securitization Servicing Agreement and subject to the
rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder (or the
Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have the sole
and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage
Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent
to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive
any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and the Non-Lead Securitization
Note Holders shall have no voting, consent or other rights whatsoever except as explicitly set forth herein with respect to the
Lead Securitization Note Holder’s administration of, or exercise of its rights and remedies with respect to, the Mortgage
Loan. Subject to this Agreement and the Lead Securitization Servicing Agreement, the Non-Lead Securitization Note Holders shall
have no right to, and each of the Non-Lead Securitization Note Holders hereby presently and irrevocably assigns and conveys to
the Lead Securitization Note Holder (during such time as it acts as the Lead Securitization Note Holder) (or the Master Servicer,
the Special Servicer or the Trustee acting on behalf of such Lead Securitization Note Holder) the rights, if any, that such Note
Holder has to, (i) call or cause the Lead Securitization Note Holder to call an Event of Default under the Mortgage Loan, or (ii)
exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing or
causing the Lead Securitization Note Holder to file any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization
Note Holder (or the Master


 



    31 


     


    

 


Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder)
shall not have any fiduciary duty to the Non-Lead Securitization Note Holders in connection with the administration of the Mortgage
Loan (but the foregoing shall not relieve the Lead Securitization Note Holder from the obligation to make any disbursement of funds
as set forth herein or its obligation to follow the Servicing Standard (in the case of the Master Servicer or the Special Servicer)
or any liability for failure to do so).


 


Each 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), upon the Mortgage Loan becoming a Defaulted Mortgage Loan, to sell the Notes together 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 Notes together as notes evidencing one whole loan and shall require that all offers
be submitted to the Certificate Administrator or Special Servicer, as applicable, in accordance with the terms of the Lead Securitization
Servicing Agreement in writing and be accompanied by a refundable deposit of cash in an amount equal to 5% of the offer amount
(subject to a cap of $2,500,000). Whether any cash offer constitutes a fair price for the Mortgage Loan shall be determined by
the Special Servicer (unless the offeror is an Interested Person, in which case the Trustee shall make such determination), in
accordance with the terms of the Lead Securitization Servicing Agreement; provided, that no offer from an Interested Person
shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two bona fide other offers are received
from independent third parties. In determining whether any offer received represents a fair price for the Mortgage Loan, the Trustee
shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with the Lead Securitization
Servicing Agreement within the preceding nine (9)-month period or, in the absence of any such Appraisal, on a new Appraisal. The
Trustee shall select the Appraiser conducting any such new Appraisal. In determining whether any such offer constitutes a fair
price for the Mortgage Loan, the Trustee shall instruct the Appraiser to take into account (in addition to the results of any Appraisal
or updated Appraisal that it may have obtained pursuant to the Lead Securitization Servicing Agreement), as applicable, among other
factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level and physical condition of
the related Mortgaged Property and the state of the local economy. The Trustee may conclusively rely on the opinion of an Independent
appraiser or other Independent expert in real estate matters retained by the Trustee at the expense of the Holders in connection
with making such determination. Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Special Servicer acting
on behalf of the Lead Securitization Note Holder) shall not be permitted to sell the Mortgage Loan without the written consent
of each Non-Lead Securitization Note Holder (unless 50% or more of Note A-2, Note A-3, Note A-4 or Note A-5, as applicable, (or
the class of securities issued in the related Non-Lead Securitization designated as the “controlling class” or such
other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”) is held by the
Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered to such 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 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


 



    32 


     


    

 


Servicing File reasonably requested
by such Non-Lead Securitization Note Holder that are material to the price of the Mortgage Loan and (d) until the sale is completed,
and a reasonable period of time (but no less time than is afforded to the other offerors and the related Lead Securitization Directing
Certificateholder (or other similar party)) 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 Master Servicer or the Special Servicer in connection
with the proposed sale; provided that any majority holder of a Non-Lead Securitization Note or the related Directing Certificateholder
may waive any of the delivery or timing requirements set forth in this sentence. Subject to the foregoing, each of the Controlling
Note Holder, the Controlling Note Holder Representative, the Non-Controlling Note Holders and the Non-Controlling Note Holder Representatives
shall be permitted to bid at any sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or an agent or Affiliate
of the Mortgage Loan Borrower.


 


Each Note Holder (to
the extent it is not the same entity as the 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 its Note. Each Note Holder (to the
extent it is not the same entity as the Lead Securitization Note Holder) further agrees that, upon the request of the Lead Securitization
Note Holder, such 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 its original Note, endorsed in blank, to or at
the direction of the Lead Securitization Note Holder in connection with the consummation of any such sale.


 


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


 


(b)          The
administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement. The servicing
of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan
(or to the extent otherwise provided in the Lead Securitization


 



    33 


     


    

 


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
Note Holder. 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 to the extent set forth in the Lead Securitization
Servicing Agreement. 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. Each Non-Lead Securitization Note Holder (unless it is the same Person as or an Affiliate
of the Mortgage Loan Borrower) shall be a third-party beneficiary to the Lead Securitization Servicing Agreement with respect to
its rights as specifically provided for therein.


 


(c)          [Reserved]


 


(d)          Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be required (i) to provide copies of any notice, information and report that it is required to provide to the Lead Securitization
Directing Certificateholder pursuant to (notwithstanding the existence of any “control termination event” (or analogous
term) under) the Lead Securitization Servicing Agreement with respect to any Major Decisions or the implementation of any recommended
actions outlined in an Asset Status Report relating to the Mortgage Loan, to the Non-Lead Securitization Note Holder (or its Note
Holder Representative), within the same time frame it is required to provide to the Lead Securitization Directing Certificateholder
(for this purpose, without regard to whether such items are actually required to be provided to the Lead Securitization Directing
Certificateholder under the Lead Securitization Servicing Agreement due to the occurrence of a Control Termination Event or a Consultation
Termination Event) and (ii) to consult with each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
on a strictly non-binding basis, to the extent having received such notices, information and reports, such Non-Controlling Note
Holder (or its Non-Controlling Note Holder Representative) requests consultation with respect to any such Major Decisions or the
implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative
actions recommended by such 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 such Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its
behalf) of written notice of a proposed action, together with copies of the notice, information and report required to be provided
to the Lead Securitization Directing Certificateholder, 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


 



    34 


     


    

 


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 each Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization Note Holder (or Master 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 Master Servicer or Special Servicer, acting on its
behalf) be obligated at any time to follow or take any alternative actions recommended by a Non-Controlling Note Holder (or its
Non-Controlling Note Holder Representative).


 


In addition to the
consultation rights provided in the immediately preceding paragraph, each Non-Controlling Note Holder shall have the right to
attend annual meetings (which may be held telephonically) with the Lead Securitization Note Holder (or the Master Servicer or
the Special Servicer acting on its behalf), upon reasonable notice and at times reasonably acceptable to the Master Servicer
or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed; provided
that the Non-Controlling Note Holder, at the request of the Master Servicer or the Special Servicer, as applicable, shall
execute a confidentiality agreement in form and substance substantially similar to the confidentiality agreement (if any)
required to be executed by Privileged Persons in connection with access to information from the Master Servicer or Special Servicer.


 


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


 



    35 


     


    

 


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, no other Note Holder shall be required to reimburse such Note Holder or any other Person for payment of (i) any taxes
imposed on such REMIC, (ii) any costs or expenses relating to the administration of such REMIC or to any determination respecting
the amount, payment or avoidance of any tax under such REMIC or (iii) any advances for any of the foregoing or any interest thereon
or for deficits in other items of disbursement or income resulting from the use of funds for payment of any such taxes, costs or
expenses or advances, nor shall any disbursement or payment otherwise distributable to the other Note Holder be reduced to offset
or make-up any such payment or deficit.


 


Section 6.          Rights
of the Controlling Note Holder.


 


(a)          The
Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights
and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling
Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling
Note Holder Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising its various
rights under Section 5 and elsewhere in this Agreement, the Controlling Note Holder may, at its option, in each case, act through
the Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person (other than the Mortgage
Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation, the Controlling Note
Holder, any officer or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other unrelated
third party. No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other
than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under this Agreement
may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. Any Servicer acting
on behalf of the Lead Securitization Note Holder shall not be required to recognize any Person as a Controlling Note Holder Representative
until the Controlling Note Holder has notified the Servicer or Trustee of such appointment and, if the Controlling Note Holder
Representative is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides any Servicer
or Trustee with written confirmation of its acceptance of such appointment, an address and facsimile number for the delivery of
notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may
deal (including their names, titles, work addresses and facsimile numbers). The Controlling Note Holder shall promptly deliver
such information to any Servicer. None of the Servicers, Operating Advisor, Asset Representations Reviewer and Trustee shall be
required to recognize any person as a Controlling Note Holder Representative until they receive such information from the Controlling
Note Holder. The Controlling Note Holder agrees to inform each such Servicer or Trustee of the then-current Controlling Note Holder
Representative.


 


Each Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with
the exercise of its rights and obligations with respect to the Mortgage Loan (with respect to such Note Holder, the “Non-Controlling
Note Holder Representative”). All of the provisions relating to Controlling Note Holder and the Controlling


 



    36 


     


    

 


Note Holder
Representative set forth in the first paragraph of this Section 6(a) (except those contained in the last sentence thereof)
and the second paragraph of this Section 6(a) shall apply to the Non-Controlling Note Holder and its Non-Controlling Note
Holder Representative mutatis mutandis. The related Non-Controlling Note Holder Representative with respect to each Non-Lead
Securitization Note, 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 respective Initial Note Holder.


 


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


 


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


 


In the event that the
Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by the Lead Securitization Servicing
Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or


 



    37 


     


    

 


any
other matter requiring consent of the Controlling Note Holder is necessary to protect the interests of the Note Holders (as a collective
whole) and the Special Servicer has made a reasonable effort to contact the Controlling Note Holder, the Master Servicer or the
Special Servicer, as the case may be, may take any such action without waiting for the Controlling Note Holder’s response.


 


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


 


No Note Holder Representative
will have any liability to any other Note Holder 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 any Securitization Servicing
Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith
or gross negligence. The Note Holders agree that a Note Holder Representative may take or refrain from taking actions, or give
or refrain from giving consents, that favor the interests of one Note Holder over any other Note Holder, and that any Note Holder
Representative may have special relationships and interests that conflict with the interests of any other Note Holder and, absent
willful misfeasance, bad faith or gross negligence on the part of the Note Holder Representative, agree to take no action against
the Note Holder Representative or any of its officers, directors, employees, principals or agents as a result of such special relationships
or interests, and that no Note Holder Representative will be deemed to have been grossly negligent or reckless, or to have acted
in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of its rights by reason of its having
acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of any
Note Holder.


 


Section 7.          Appointment
of Special Servicer. Subject to the terms of the Lead Securitization Servicing Agreement, the Controlling Note Holder
(or its Controlling Note Holder Representative) shall have the right at any time and from time to time, with or without cause,
to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu
thereof. Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as
Special Servicer shall be made by delivering to each other Note Holder, the Master Servicer, the then existing Special Servicer
and other parties to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the
other conditions to such replacement as set forth in the Lead Securitization Servicing Agreement (including, without limitation,
a Rating Agency Confirmation, if required by the terms of the Lead Securitization Servicing Agreement), if any. The Controlling
Note Holder shall be solely responsible for any expenses incurred in connection with any such replacement without cause. The Controlling
Note Holder shall notify the other parties hereto of its termination of the then currently serving Special Servicer and its appointment
of a replacement Special Servicer in accordance with this Section 7. The initial Special Servicer designated in the Lead Securitization
Servicing Agreement shall serve as the


 



    38 


     


    

 


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


 


Section 8.          Payment
Procedure.


 


(a)          The
Lead Securitization Note Holder (or the Master Servicer acting on its behalf), 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
allocable to the Notes to the Collection Account and/or related Companion Distribution Account (or analogous terms each as defined
in the Lead Securitization Servicing Agreement) 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 payments to the applicable
account within one (1) Business Day of 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 (provided, that to the extent that any payment is
received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable
efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such payments but, in any
event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt
of such payments).


 


(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 any Note Holder or any Servicer or paid to any other Person, then, notwithstanding
any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof
to the related Non-Lead Securitization Note Holder and such Non-Lead Securitization Note Holder shall


 



    39 


     


    

 


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 such Non-Lead Securitization Note Holder, such 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 a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments
due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations
under this Section 8 constitute absolute, unconditional and continuing obligations.


 


Section 9.          Limitation
on Liability of the Note Holders. Each Note Holder shall have no liability to the other Note Holder with respect to its
Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement
on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each servicer will
nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization
Servicing Agreement.


 


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


 


Section 10.      Bankruptcy. Subject
to Section 5(d), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder (or the Servicer on
its


 



    40 


     


    

 


behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or
join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect
to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering
the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. 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 Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy
Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote
to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan,
and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby
agree that, upon the request of the Lead Securitization Note Holder, each 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 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.


 



    41 


     


    

 


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. The Lead Securitization Note Holder shall have no obligation whatsoever to offer to any Non-Lead Securitization
Note Holder the opportunity to purchase a participation interest in any future loans originated by the Lead Securitization Note
Holder or its Affiliates and if the Lead Securitization Note Holder chooses to offer to a Non-Lead Securitization Note Holder
the opportunity to purchase a participation interest in any future mortgage loans originated by the Lead Securitization Note Holder
or its Affiliates, such offer shall be at such purchase price and interest rate as such Lead Securitization Note Holder chooses,
in its sole and absolute discretion. The Non-Lead Securitization Note Holders shall have no obligation whatsoever to purchase
from the Lead Securitization Note Holder a participation interest in any future loans originated by the Lead Securitization Note
Holder or its Affiliates.


 


Section 13.       Other
Business Activities of the Note Holders. Each Note Holder acknowledges that the other Note Holder or its Affiliates may
make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or any
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, hypothecate, contribute, encumber or otherwise dispose
of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except
to a Qualified Institutional Lender. Promptly after the Transfer, the non-transferring Note Holder shall be provided with (x) a
representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender
(except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the
parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the
assignment and assumption agreement referred to in Section 15 (unless the transferee is a Securitization Trust and the related
pooling and servicing agreement requires the parties thereto to comply with this Agreement). 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 (1)
prior to a Securitization, the consent of the related non-transferring Note Holder or (2) after a Securitization of such non-transferring
Note Holder’s Note, Rating Agency Confirmation. Notwithstanding the foregoing, without each 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 each


 



    42 


     


    

 


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 the other Note Holders, 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 Note A-2, Note A-3, Note A-4 and Note A-5 together with Note A-1,
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 Mortgage Loan, to a single member limited liability or limited partnership,
100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies
or limited partnerships, by the Lead Securitization Trust.


 


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


 


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


 


(c)          Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage
Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that is either a Qualified
Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent)
or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in this Section 14(c),
it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any person which Controls such Note that
is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided
that a Note Pledgee which is not a Qualified Institutional Lender may not take title to the pledged Note without a Rating Agency
Confirmation. Upon written notice by the applicable


 



    43 


     


    

 


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


 


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


 



    44 


     


    

 


(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 (or sells, transfers or assigns as part of a repurchase facility) 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 are as set forth on Exhibit B 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 as set
forth in the Note Register. To the extent the Trustee or another party is appointed as Agent hereunder, each Note Holder hereby
designates such person as its agent under this Section 15 solely for purposes of maintaining the Note Register.


 


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


 



    45 


     


    

 


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 Holder 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 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


 



    46 


     


    

 


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 or, (ii) to make other provisions
with respect to matters or questions arising under this Agreement, which shall not be inconsistent with the provisions of this
Agreement, (iii) if and to the extent that it would be deemed given or not required pursuant to the definition of Rating Agency
Confirmation in the Lead Securitization Servicing Agreement and/or the Non-Lead Securitization Servicing Agreement, as applicable
or (iv) in connection with an amendment pursuant to Section 31 hereof.


 


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, or
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. For
the avoidance of doubt, the representations in Section 11 shall not be binding upon any Securitization Trust.


 


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.


 


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


 



    47 


     


    

 


interest, fees or other amounts payable to a Non-Lead Securitization Note Holder with respect to the Mortgage
Loan as a result of such 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 the applicable 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)          Each
Note Holder (to the extent it is not the same entity as the 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 Note Holder in reliance upon any representation, certificate, statement, document or
instrument made or provided by such 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 such 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 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)          Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) represents (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, each Note Holder (to the extent it is not the same entity as the 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 Note Holder is created or organized under the laws of the United States,
any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the
Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if a 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


 



    48 


     


    

 


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 holder of such Note shall have furnished
to the Lead Securitization Note Holder requested forms, certificates, statements or documents.


 


Section 25.       Custody
of Mortgage Loan Documents. Prior to the Securitization Date, the originals of all of the Mortgage Loan Documents (other
than Note A-4 and Note A-5) will be held by the Initial Agent on behalf of the registered holders of the Notes. On and after the
Securitization Date but prior to the Note A-1 Securitization Date, the originals of all of the Mortgage Loan Documents (other
than promissory notes unrelated to such Securitization) shall be held in the name of the trustee (and held by a duly appointed
custodian therefor) under the related Pooling and Servicing Agreement, on behalf of the registered holders of the Notes. On and
after the Note A-1 Securitization Date, the originals of all of the Mortgage Loan Documents (other than the promissory notes unrelated
to the Note A-1 Securitization) will be transferred to and held in the name of the trustee (and held by a duly appointed custodian
therefor) under the Note A-1 PSA, 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 related Securitizing Note Holder,
each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy,
and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards
to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating
Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to
this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing 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 such Securitization; provided, that no Non-Securitizing Note Holder shall be required to modify
or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith,
if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority
of such payments to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations
or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization,
each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization
such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines
to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, cooperate
with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection


 



    49 


     


    

 


with such Securitization (including,
without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations
and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions
(including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note
Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing
Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each
Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each
Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by
providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such
Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization.


 


Upon request, each Securitizing
Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda,
prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the
Securitization of such Securitizing Note Holder’s Note 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;


 


(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;


 



    50 


     


    

 


(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.       Resignation
of Agent.


 


(a)          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 and any successor master servicer shall be deemed to have been automatically
appointed as the successor Agent under this Agreement in place thereof without any further notice or other action.


 


Section 31.       Resizing. Notwithstanding
any other provision of this Agreement, for so long as JPM or CGMRC or an affiliate thereof is the owner of a Non-Lead Securitization
Note (each, an “Owned Note”), such Initial Note Holder shall have the right, subject to the terms of the Mortgage
Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in either case,
“New Notes”) reallocating the principal of the related Owned Note to such New Notes; or severing the related
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


 



    51 


     


    

 


balance of the related Owned Note prior to such amendments, (ii) all
Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro
rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms
of this Agreement, and (iv) the Initial Note Holder 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. To the extent that the Owned Note is Note A-1, the Initial Note A-1 Holder shall be entitled to designate one
of the New Notes to be treated as Note A-1 for purposes of the determining the Controlling Note Holder, Lead Securitization, Lead
Securitization Note, Note A-1 PSA, Note A-1 Securitization and Note A-1 Securitization Date hereunder. If the Lead Securitization
Note Holder so requests, the Initial Note Holder holding the New Notes (and any subsequent holder of such Notes) shall execute
a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation
and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified
or amended without the consent of its holder and the consent of the holder of the other Notes. In connection with the foregoing
(provided the conditions set forth in (i) through (iv) above are satisfied, with respect to (i) through (iii), as certified by
the Initial Note Holder, 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. Rating Agency Confirmation shall not be required for any
amendments to this Agreement required to facilitate the terms of this Section 31. The Initial Note Holder whose Owned Note
or New Note is being reallocated or split pursuant to this Section 31 shall reimburse the other Note Holders for all costs
and expenses incurred by the other Note Holders in connection with the reallocation or split.


 


[SIGNATURE PAGE FOLLOWS]


 



    52 


     


    

 





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


 


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





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





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








	 	 	 
	 	CITIGROUP GLOBAL MARKETS
REALTY CORP., as Initial Note A-4 Holder
	 	 	 
	 	By:	 /s/ Richard W. Simpson
	 	 	Name: Richard W. Simpson
	 	 	Title: Authorized Signatory


 


 

JPMCC
2016-JP2 – Opry Mills Co-Lender Agreement

 



     


     


    

 


	 	 	 
	 	CITIGROUP GLOBAL MARKETS
REALTY CORP., as Initial Note A-5 Holder
	 	 	 
	 	By:	/s/ Richard W. Simpson
	 	 	Name: Richard W. Simpson
	 	 	Title: Authorized Signatory


 



 


JPMCC
2016-JP2 – Opry Mills Co-Lender Agreement


 



     


     


    

 





EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	Opry Mills Mall Limited Partnership
	Date of Mortgage Loan: 	June 2, 2016
	Date of Notes: 	June 2, 2016
	Original Principal Amount of Mortgage Loan:	$375,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$375,000,000
	Note A-1 Principal Balance:	$80,000,000
	Note A-2 Principal Balance:	$65,000,000
	Note A-3 Principal Balance:	$80,000,000
	Note A-4 Principal Balance:	$70,000,000
	Note A-5 Principal Balance:	$80,000,000
	Location of Mortgaged Property:	433 Opry Mills Dr, Nashville, TN 37214
	Initial Maturity Date:	July 1, 2026


 



    A-1 


     


    

 





EXHIBIT B


 


1.          Initial
Note A-1 Holder:


 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Thomas Nicholas Cassino

Facsimile No.: (212) 834-6029


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


One World Financial Center 


New York, NY 10281 


Attention: Lisa Pauquette 


Facsimile No.: (212) 504-6666


 


2.          Initial
Note A-2 Holder:


 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Thomas Nicholas Cassino

Facsimile No.: (212) 834-6029


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 



    B-1 


     


    

 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


One World Financial Center 


New York, NY 10281 


Attention: Lisa Pauquette 


Facsimile No.: (212) 504-6666


 


3.          Initial
Note A-3 Holder:


 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Thomas Nicholas Cassino

Facsimile No.: (212) 834-6029


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


One World Financial Center 


New York, NY 10281 


Attention: Lisa Pauquette 


Facsimile No.: (212) 504-6666


 


4.          Initial
Note A-4 Holder: 


Citigroup Global Markets Realty Corp.



Notice Address:

Citigroup Global Markets Realty Corp. 


390 Greenwich Street, 7th Floor 


New York, New York 10013 


Attention: Ana Rosu Marmann 


Facsimile No.: (646) 328-2938


 



    B-2 


     


    

 


with a copy to:



Citigroup Global Markets Realty Corp.

390 Greenwich Street, 7th Floor

New York, New York 10013

Attention: Richard Simpson

Email: richard.simpson@citi.com


 


with a copy to:



Citigroup Global Markets Realty Corp.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Email: ryan.m.oconnor@citi.com


 


5.          Initial
Note A-5 Holder:


Citigroup Global Markets Realty Corp.



Notice Address:

Citigroup Global Markets Realty Corp.


390 Greenwich Street, 7th Floor


New York, New York 10013


Attention: Ana Rosu Marmann 


Facsimile No.: (646) 328-2938


with a copy to:



Citigroup Global Markets Realty Corp.

390 Greenwich Street, 7th Floor

New York, New York 10013

Attention: Richard Simpson

Email: richard.simpson@citi.com


 


with a copy to:



Citigroup Global Markets Realty Corp.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Email: ryan.m.oconnor@citi.com


 



    B-3 


     


    

 





EXHIBIT C



PERMITTED FUND MANAGERS


 


1. Apollo Global Real Estate


2. Archon Capital, L.P.


3. AREA Property Partners 


4. BlackRock, Inc. 


5. The Blackstone Group International Ltd. 


6. Capital Trust, Inc. 


7. Clarion Partners 


8. Colony Capital, Inc. 


9. DLJ Real Estate Capital Partners 


10. Eightfold Real Estate Capital, L.P. 


11. Fortress Investment Group LLC 


12. Garrison Investment Group 


13. Goldman, Sachs & Co. 


14. iStar Financial Inc. 


15. J.E. Roberts Companies 


16. Lend-Lease Real Estate Investments 


17. LoanCore Capital 


18. Lonestar Funds 


19. Praedium Group 


20. Raith Capital Partners, LLC 


21. Rialto Capital Management, LLC 


22. Rockpoint Group 


23. Starwood Capital/Starwood Financial Trust 


24. Torchlight Investors 


25. Walton Street Capital, LLC 


26. Westbrook Partners 


27. WestRiver Capital 


28. Whitehall Street Real Estate Fund, L.P.


 



    C-1