Exhibit 4.10


 


 


EXECUTION COPY 


 





CO-LENDER AGREEMENT

 


Dated as of July 20, 2016



by and among

 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note 1 Holder)


 


and


 


BANK OF AMERICA, N.A.

(Initial Note 2 Holder)


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION

(Initial Note 3 Holder)


 


Shops at Crystals


 






     


     

    

 


TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	Section 1	Definitions	1
	Section 2	Servicing of the Mortgage Loan	15
	Section 3	Priority of Payments	20
	Section 4	Workout	22
	Section 5	Administration of the Mortgage Loan	23
	Section 6	Appointment of a Controlling Note Holder Representative and a Non-Controlling Note Holder Representative	28
	Section 7	Appointment of Special Servicer	31
	Section 8	Payment Procedure	32
	Section 9	Limitation on Liability of the Note Holders	33
	Section 10	Bankruptcy	33
	Section 11	Representations of the Note Holders	34
	Section 12	No Creation of a Partnership or Exclusive Purchase Right	34
	Section 13	Other Business Activities of the Note Holders	34
	Section 14	Sale of the Notes	35
	Section 15	Registration of the Notes and Each Note Holder	37
	Section 16	Governing Law; Waiver of Jury Trial	38
	Section 17	Submission To Jurisdiction; Waivers	38
	Section 18	Modifications	39
	Section 19	Successors and Assigns; Third Party Beneficiaries	39
	Section 20	Counterparts	39
	Section 21	Captions	40
	Section 22	Severability	40
	Section 23	Entire Agreement	40
	Section 24	Withholding Taxes	40
	Section 25	Custody of Mortgage Loan Documents	41
	Section 26	Cooperation in Securitization	41
	Section 27	Notices	42
	Section 28	Broker	43
	Section 29	Certain Matters Affecting the Agent	43
	Section 30	Termination and Resignation of Agent	43
	Section 31	Resizing	44







 






    i 


     

    

 


THIS CO-LENDER AGREEMENT (this “Agreement”),
dated as of July 20, 2016, by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM” and together with its
successors and assigns in interest, in its capacity as initial owner of Note A-1-A, Note A-1-B-1, Note A-1-B-2, Note B-1-A, Note
B-1-B-1, Note B-1-B-2, Note C-1, Note D-1 and Note E-1, the “Initial Note 1 Holder”, and in its capacity as
the initial agent, the “Initial Agent”), BANK OF AMERICA, N.A. (“BANA” and together with
its successors and assigns in interest, in its capacity as initial owner of Note A-2-A, Note A-2-B-1, Note A-2-B-2, Note A-2-B-3,
Note B-2-A, Note B-2-B-1, Note B-2-B-2, Note C-2, Note B-2-B-3, Note C-2, Note D-2 and Note E-2, the “Initial Note 2 Holder”)
and WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB” and together with its successors and assigns in interest,
in its capacity as initial owner of Note A-3-A, Note A-3-B-1, Note A-3-B-2, Note A-3-B-3, Note B-3-A, Note B-3-B-1, Note B-3-B-2,
Note B-3-B-3, Note C-3, Note D-3 and Note E-3, the “Initial Note 3 Holder” and, collectively with the Initial
Note 1 Holder and Initial Note 2 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, BANA and WFB originated a certain loan (the “Mortgage Loan”) described on
the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrower described
on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced, inter alia,
by 21 Notes in the aggregate original principal amount of $550,000,000 made by the Mortgage Loan Borrower in favor of the Initial
Note Holders; and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”) on certain
real property located as described in the Mortgage Loan Agreement (collectively, the “Mortgaged Property”);
and


 


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


 


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


 


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


 


“A Notes” shall
mean each of Note A-1-A, Note A-2-A, Note A-3-A, Note A-1-B-1, Note A-1-B-2, Note A-2-B-1, Note A-2-B-2, Note A-2-B-3, Note A-3-B-1,
Note A-3-B-2 and Note A-3-B-3.


 


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


 






     


     

    

 


“Advance” shall
mean any Administrative Advance, P&I Advance or Servicing Advance.


 


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


 


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


 


“Agent Office” shall
mean the designated office of the Agent in the State of New York, which office at the date of this Agreement is located at 383
Madison Avenue, 31st Floor, New York, New York 10179, Attention: Thomas Nicholas Cassino, and which is the address to which notices
to and correspondence with the Agent should be directed. The Agent may change the address of its designated office by notice to
the 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.”


 


“B Notes” shall
mean each of Note B-1-A, Note B-2-A, Note B-3-A, Note B-1-B-1, Note B-1-B-2, Note B-2-B-1, Note B-2-B-2, Note B-2-B-3, Note B-3-B-1,
Note B-3-B-2 and Note B-3-B-3.


 


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


 


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


 


“Borrower Affiliate”
shall have the meaning set forth in the Lead Securitization Servicing Agreement; provided that in the event that any Non-Controlling
Note is securitized in a Securitization, the term ‘Borrower Affiliate” as used in the definitions of “Non-Controlling
Note Holder” and “Non-Controlling Note Holder Representative” shall refer to a “Borrower Party” as
defined in the related Non-Lead Securitization Servicing Agreement or such other analogous term used in the related Non-Lead Securitization
Servicing Agreement.


 


“C Notes” shall
mean each of Note C-1, Note C-2 and Note C-3.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“D Notes” shall
mean each of Note D-1, Note D-2 and Note D-3.


 


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


 


“E Notes” shall
mean each of Note E-1, Note E-2 and Note E-3.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Lead Securitization Notes”
shall mean the Note A-1-A, Note A-2-A, Note A-3-A, Note B-1-A, Note B-2-A, Note B-3-A, the C Notes, the D Notes and the E Notes.


 


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


 


“Lead Securitization Servicing
Agreement” shall mean the trust and servicing agreement to be entered into in connection with the Securitization of the
Lead Securitization Notes and issuance of the Shops at Crystals Trust 2016-CCTR, Commercial Mortgage Pass-Through Certificates,
Series 2016-CCTR, by and among (a) the Depositor, (b) the Master Servicer, (c) the Special Servicer, (d) the Certificate Administrator
and (e) the Trustee.


 


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


 


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


 


“Master Servicer”
shall mean KeyBank National Association or its successor in interest, or any successor Master Servicer appointed as provided in
the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 






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“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 9, 2016, between The Crystals Las Vegas, LLC, as Borrower, and JPM, BANA and WFB,
collectively, as Lender, as the same may be further amended, restated, supplemented or otherwise modified from time to time, subject
to the terms hereof.


 


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


 


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


 


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


 


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


 


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


 


“Nonrecoverable Advance”
shall mean, (i) with respect to any Advances made by the Master Servicer or the Trustee under the Lead Securitization Servicing
Agreement, “Nonrecoverable Advance” as defined in the Lead Securitization Servicing Agreement, and (ii) with respect
to any P&I Advance made by a party to a Non-Lead Securitization Servicing Agreement, “Nonrecoverable Advance” or
any analogous term as defined in such Non-Lead Securitization Servicing Agreement.


 


“Non-Controlling Notes”
shall mean the Note A-1-B-1, Note A-1-B-2, Note A-2-B-1, Note A-2-B-2, Note A-2-B-3, Note A-3-B-1, Note A-3-B-2, Note A-3-B-3,
Note B-1-B-1, Note B-1-B-2, Note B-2-B-1, Note B-2-B-2, Note B-2-B-3, Note B-3-B-1, Note B-3-B-2 and Note B-3-B-3.


 


“Non-Controlling Note Holder”
shall mean the Note Holder of any Non-Controlling Note; provided that with respect to each Non-Controlling Note, at any
time such Non-Controlling Note is included in a Securitization other than the Lead Securitization, references to the “Non-Controlling
Note Holder” herein shall mean the Non-Lead Securitization Subordinate Class Representative under the related Non-Lead Securitization
Servicing Agreement, as and to the extent provided in such Non-Lead Securitization Servicing Agreement and as to the identity of
which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice; provided,
further that if at any time 50% or more of any Non-Controlling Note (or class of securities issued in any Non-Lead Securitization
designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights
of the “controlling class” under the related Non-Lead Securitization Servicing


 






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Agreement) is held by a Borrower Affiliate,
no such Note Holder or other Person shall be entitled to exercise any rights of such Non-Controlling Note Holder under this Agreement
or the related Non-Lead Securitization Servicing Agreement, as and to the extent provided in the related Non-Lead Securitization
Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
shall not be required at any time to deal with more than one party exercising the rights of a “Non-Controlling Note Holder”
herein or under the Lead Securitization Servicing Agreement and, (x) to the extent that the related Non-Lead Securitization Servicing
Agreement assigns such rights to more than one party or (y) to the extent a Non-Controlling Note is split into two or more New
Notes pursuant to Section 31 or more than one Note in such Securitization, for purposes of this Agreement, the Non-Lead Securitization
Servicing Agreement or the holders of such New Notes shall designate one party to deal with the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead
Securitization Note Holder (and the Master Servicer and the Special Servicer acting on its behalf); provided that, in the
absence of such designation and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) shall be entitled to treat the last party as to which it has received written notice as having been designated as
the Non-Controlling Note Holder with respect to such Non-Controlling Note Holder for all purposes of this Agreement. As of the
date hereof and until further notice from the Non-Controlling Note Holder (or the Non-Lead Master Servicer or another party acting
on its behalf), the Initial Note Holder of each Non-Controlling Note is the Non-Controlling Note Holder with respect to such Non-Controlling
Note.


 


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


 


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


 






     7


     

    

 


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


 


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


 


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


 


“Non-Lead Securitization”
shall mean a Securitization of any Non-Controlling Note in a Securitization Trust other than the Lead Securitization.


 


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


 


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


 


“Non-Lead Securitization Subordinate
Class Representative” shall mean the holders of the majority of the class of securities issued in a Non-Lead Securitization
designated as the “controlling class” pursuant to the related Non-Lead Securitization Servicing Agreement or their
duly appointed representative; provided that if more than 50% of the class of securities issued in any Non-Lead Securitization
designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights
of “controlling class” is held by any Borrower Affiliate, no person shall be entitled to exercise the rights of the
related Non-Lead Securitization Subordinate Class Representative under this Agreement or the related Non-Lead Securitization Servicing
Agreement, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement; provided that in the
event that no controlling class exists or no controlling class has any consent or consultation rights pursuant to the terms of
the related Non-Lead Securitization Servicing Agreement, the Non-Lead Securitization Subordinate Class Representative shall be
the Non-Lead Special Servicer for such Non-Lead Securitization and shall be entitled to exercise the rights of the related Non-Lead
Securitization Subordinate Class Representative under this Agreement or the related Non-Lead Securitization Servicing Agreement,
as and to the extent provided in the related Non-Lead Securitization Servicing Agreement.


 


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


 


“Non-Lead Servicer”
shall mean any Non-Lead Master Servicer or Non-Lead Special Servicer, as the context may require.


 






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


 


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


 


“Note” shall mean
each promissory note with the designation and original principal amount set forth below, each dated as of June 9, 2016, made by
the Mortgage Loan Borrower in favor of the Initial Note Holder set forth in the chart below, as such may be amended, modified
or supplemented.


 


	Note	Initial Note Holder	Original Principal Balance
	Note A-1A	JPM	43,016,000.00
	Note A-1B	JPM	85,852,600.00
	Note A-2A	BANA	32,262,000.00
	Note A-2B	BANA	64,389,000.00
	Note A-3A	WFB	32,262,000.00
	Note A-3B	WFB	64,389,000.00
	Note B-1A	JPM	8,084,000.00
	Note B-1B	JPM	16,148,000.00
	Note B-2A	BANA	6,063,000.00
	Note B-2B	BANA	12,111,000.00
	Note B-3A	WFB	6,063,000.00
	Note B-3B	WFB	12,111,000.00
	Note C-1	JPM	20,020,000.00
	Note C-2	BANA	15,150,000.00
	Note C-3	WFB	15,150,000.00
	Note D-1	JPM	25,408,000.00
	Note D-2	BANA	19,056,000.00
	Note D-3	WFB	19,056,000.00
	Note E-1	JPM	21,292,000.00
	Note E-2	BANA	15,969,000.00
	Note E-3	WFB	15,969,000.00


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Permitted Fund Manager”
shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached hereto and made a part
hereof or any other nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial
real estate, (ii) investing through a fund with total assets of at least $3,000,000,000 and committed capital of at least $1,500,000,000
and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(c)          one or more of the
following:


 


 (i)         a real estate investment
bank, an insurance company, bank, savings and loan association, investment bank, trust company, commercial credit


 






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


 


(iv)          an investment fund,
limited liability company, limited partnership or general partnership having capital and/or capital commitments of at least $1,500,000,000,
in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified Institutional Lender under clause (i),
(ii) or (v) (with respect to an institution substantially similar to the entities referred to in clause (i) or (ii) above),
or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager responsible for the day-to-day
management and operation of such investment vehicle and provided that at least 50% of the equity interests in such investment
vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Institutional Lenders, or


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“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.


 


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


 


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


 






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“SEC” shall mean
the U.S. Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


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


 


“Servicing Standard”
shall mean “Accepted Servicing Practices” as defined in the Lead Securitization Servicing Agreement.


 


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


 


“Special Servicer”
shall mean AEGON USA Realty Advisors, LLC, or its successor in interest, or any successor Special Servicer appointed as provided
in the Lead Securitization Servicing Agreement and this Agreement.


 


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


 


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


 


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


 






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


 


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


 


Section 2.          Servicing of the Mortgage
Loan.


 


(a)          Each Note Holder acknowledges
and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and after the Securitization
Date pursuant to the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to
make P&I Advances in respect of any Non-Controlling Note if such principal or interest is not paid by the Mortgage Loan Borrower
but shall be obligated to make Servicing Advances and Administrative Advances, subject to the terms of the Lead Securitization
Servicing Agreement including any provisions governing the determination of non-recoverability. Each Note Holder acknowledges that
any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject
to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such
Securitization. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally
consents to the appointment of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee under the
Lead Securitization Servicing Agreement by the Depositor as each such party may be replaced pursuant to the terms of the Lead Securitization
Servicing Agreement and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing
of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby irrevocably appoints
the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact
to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under
the Lead Securitization Servicing Agreement (subject at all times to the rights of the Note Holder set forth herein and in the
Lead Securitization Servicing Agreement). In no event shall the Lead Securitization Servicing Agreement require the Servicer to
enforce the rights of any Note Holder against any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder
against any other Note Holder; however, this statement shall not be construed to otherwise limit the rights of one Note Holder
with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement
to service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, this Agreement,
the Lead Securitization Servicing Agreement and applicable law, shall provide information to each Non-Lead Servicer to enable such
Non-Lead Servicer to perform its servicing duties under the related Non-Lead Securitization Servicing Agreement and shall not


 






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take
any action or refrain from taking any action or follow any direction inconsistent with the foregoing.


 


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


 


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


 


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


 






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Each Non-Controlling Note Holder agrees
to pay its Pro Rata Share of (i) any Servicing Advances or Administrative Advances and any interest accrued and payable on such
Advances at the Advance Rate (as defined in the Lead Securitization Servicing Agreement) and (ii) any Trust Fund Expenses and any
other fees, costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan (including, without,
limitation, any Indemnified Items and any costs, fees and expenses related to obtaining any Rating Agency Confirmation) in accordance
with the Lead Securitization Servicing Agreement and this Agreement to the extent that such amounts remain unpaid or unreimbursed
after funds received from the Mortgage Loan Borrower for payment of such amounts and any principal and interest collections allocable
to the E Notes, D Notes and C Notes have been applied to pay such amounts (it being understood that the Pro Rata Share payable
by each Non-Controlling Note Holder under this paragraph would be determined allocating such Servicing Advances, Administrative
Advances, interest accrued and payable on such Advances, Trust Fund Expenses, and/or other fees, costs or expenses, as the case
may be, first to the E Notes, then to the D Notes, then to the C Notes, then to the B Notes and then to the A Notes in that order).


 


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


 


For the avoidance of doubt, no Non-Controlling
Holder shall be required to use general collections on the other mortgage loans in the related Non-Lead Securitization Trust to
reimburse any P&I Advances or any Nonrecoverable Advances that are P&I Advances on the Lead Securitization Notes or any
interest accrued and payable on such P&I Advances and Nonrecoverable Advances that are P&I Advances.


 


The master servicer or the trustee
under the Securitization of any Non-Controlling Note (each, a “Non-Lead Master Servicer”) may be required to
make P&I Advances on such Non-Controlling Note, from time to time, subject to the terms of the servicing agreement for the


 






     18


     

    

 


related Securitization (each such agreement, a “Non-Lead Securitization Servicing 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 Notes based on the information that they have on hand and in accordance
with the Lead Securitization Servicing Agreement. The Non-Lead Master Servicer and the special servicer and the trustee under any
Non-Lead Securitization Servicing Agreement (respectively, a “Non-Lead Special Servicer” and a “Non-Lead
Trustee”), as applicable, shall be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the Non-Controlling Note based on the information that they have on hand and in accordance with such Non-Lead
Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and any Non-Lead Master Servicer and any
Non-Lead Trustee, as applicable, shall be required to notify the others of the amount of its P&I Advance within two (2) Business
Days of making such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect to the Lead
Securitization Note) or a Non-Lead Master Servicer, a Non-Lead Special Servicer or a Non-Lead Trustee, as applicable (with respect
to a Non-Controlling Note), determines that a proposed P&I Advance, if made, would be a Nonrecoverable Advance or an outstanding
P&I Advance is or would be a Nonrecoverable Advance, or if the Master Servicer, the Special Servicer or the Trustee, as applicable,
subsequently determines that a proposed Servicing Advance would be a Nonrecoverable Advance or an outstanding Servicing Advance
is or would be a Nonrecoverable Advance, 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 such Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement,
in the case of a determination of non-recoverability by the Non-Lead Master Servicer, the Non-Lead Special Servicer or the Non-Lead
Trustee) shall notify the Master Servicer and the Trustee, or such Non-Lead Master Servicer and such Non-Lead Trustee, as the case
may be, within two (2) Business Days of making such determination.


 


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


 


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


 


 (ii)           following the
final liquidation or disposition of the Mortgage Loan or the Mortgaged Property, the related Non-Lead Master Servicer will be required
to pay insufficiencies with respect to reimbursements of the amounts described in clause (i) above, from general collections in
accordance with Section 2(b) of this Agreement;


 






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


 


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


 


(d)          In the event that any filing
is required to be made by the Depositor or any Non-Lead Depositor under the Lead Securitization Servicing Agreement or the related
Non-Lead Securitization Servicing Agreement, as applicable, in order to comply with the Depositor’s or such Non-Lead Depositor’s
requirement under the Exchange Act, the related Non-Controlling Note Holder (including the related Non-Lead Depositor and related
Non-Lead Trustee) or the Lead Securitization Note Holder (including the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator and the Trustee), as applicable, shall use commercially reasonable efforts to timely comply with any
such filing.


 


(e)          Each Non-Controlling Note Holder
shall give each of the parties to the Lead Securitization Servicing Agreement (if such party will not also be a party to the Non-Lead
Securitization Servicing Agreement) a written notice (which may be by e-mail) of the Non-Lead Securitization and the related Non-Lead
Securitization Date prior to or promptly following the related Non-Lead Securitization Date. Such notice shall contain contact
information for each of the parties to the Non-Lead Securitization Servicing Agreement. In addition, after the Non-Lead Securitization
Date, the Non-Lead Securitization Note Holder shall send an electronic copy of the Non-Lead Securitization Servicing Agreement
to each of the parties to the Lead Securitization Servicing Agreement (if such party is not also a party to the Non-Lead Securitization
Servicing Agreement and a copy of the Non-Lead Securitization Servicing Agreement was not previously provided to such party).


 


(f)          
Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated, first, to the E Notes, on a Pro Rata and
Pari Passu Basis, up to the full outstanding principal balance thereof, then to the D Notes, on a Pro Rata and Pari Passu
Basis, up to the full outstanding principal balance thereof, then to the C Notes, on a Pro Rata and Pari Passu Basis, up to
the full outstanding principal balance thereof, then to the B Notes, on a Pro Rata and Pari Passu Basis, up to the full
outstanding principal balance thereof, and then to the A Notes, on a Pro Rata and Pari Passu Basis, up to the full
outstanding principal balance thereof.


 






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Section 3.          Priority of Payments.


 


(a)          So long as no Mortgage
Loan Event of Default has occurred and is continuing, any collections received in respect of the Mortgage Loan or the Mortgaged
Property will be applied to the Notes in accordance with the Mortgage Loan Agreement and the Lead Securitization Servicing Agreement.


 


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


 


 (i)           first,
to reimburse the Master Servicer and the Trustee for any unreimbursed Nonrecoverable Advances that are Servicing Advances and Administrative
Advances relating to the Mortgage Loan and the Mortgaged Property and interest thereon at the Advance Rate;


 


 (ii)          second,
to first reimburse the Note A Holders for any unreimbursed Nonrecoverable Advances that are P&I Advances on the A Notes and
interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note B Holders for any Nonrecoverable
Advances that are P&I Advances on the B Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis,
then to reimburse the Note C Holders for any Nonrecoverable Advances that are P&I Advances on the C Notes and interest thereon
at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note D Holders for any Nonrecoverable Advances that
are P&I Advances on the D Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse
the Note E Holders for any Nonrecoverable Advances that are P&I Advances on the E Notes and interest thereon at the Advance
Rate, on a Pro Rata and Pari Passu Basis;


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xvii)       seventeenth,
to pay to the Note E Holders any interest accrued on P&I Advances on the E Notes on a Pro Rata and Pari Passu Basis;


 


(xviii)      eighteenth,
to pay to the Note E Holders the Note Principal Balance of the E Notes due and payable on a Pro Rata and Pari Passu Basis;


 






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(xix)         nineteenth,
to pay the Master Servicer or the Special Servicer any amounts to be applied to the payment of, or escrowed for the future payment
of, real estate taxes, assessments and insurance premiums and similar items;


 


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


 


(xxi)         twenty first,
to pay to the Note A Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect
of the A Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note B Holders any Yield Maintenance Premium and Yield Maintenance
Default Premium then due and payable in respect of the B Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note C Holders
any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the C Notes, on a Pro Rata
and Pari Passu Basis, then to pay to the Note D Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then
due and payable in respect of the D Notes, on a Pro Rata and Pari Passu Basis, and then to pay to the Note E Holders any Yield
Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the E Notes, on a Pro Rata and Pari
Passu Basis;


 


(xxii)        twenty second,
to pay to the Master Servicer or the Special Servicer Default Interest and late payment charges then due and owing under the
Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement;


 


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


 


(xxiv)       twenty fourth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (i)-(xxiii), any remaining amount shall be paid pro rata to the Note Holders based on the initial
principal balances of the Notes held by such Note Holders.


 


provided that it is
being understood and agreed that the priority of payment set forth above is solely for purposes of allocating collections on the
Mortgage Loan or the Mortgaged Property (net of any reimbursement or payment of Advances or Trust Fund Expenses relating to the
Mortgage Loan or Mortgaged Property to the extent provided above) to each Note and that any amounts payable to or allocable to
the Lead Securitization Notes in respect of interest, principal, Default Interest and interest on P&I Advances will be subject
to Section 1.3 and Section 3.4(c) of the Lead Securitization Servicing Agreement and the other applicable provisions of the Lead
Securitization Servicing Agreement and will not otherwise affect the reimbursement rights of the Master Servicer, the Special Servicer
or the Trustee thereunder.


 


Notwithstanding anything
to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect
to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the


 






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applicable Mortgage
and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such
REMIC Provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely
on real property and excluding any personal property and going concern value).


 


Section 4.          Workout. Notwithstanding anything
to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the
obligation to act in accordance with the Servicing Standard, if the Lead Securitization Note Holder, or any Servicer, in connection
with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the
Mortgage Loan is decreased, (ii) the Interest Rate is reduced, (iii) payments of interest or principal on any Note are waived,
reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall
not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the sequential order of payment
of principal and interest on the Notes as set forth in the Mortgage Loan Agreement in effect as of the date of this Agreement and
the priority of payment set forth in Section 3, and the full economic effect of all waivers, reductions or deferrals of amounts
due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note E Holders, on a Pro Rata and Pari Passu
Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued
interest thereon at the Note Rate and any other amounts due to each Note E Holder, as applicable), and then, by the Note D Holders,
on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the
Note Rate and any other amounts due to each Note D Holder, as applicable), then, by the Note C Holders, on a Pro Rata and Pari
Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other
amounts due to each Note C Holder, as applicable), and then, by the Note B Holders, on a Pro Rata and Pari Passu Basis (up to their
respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note
B Holder, as applicable), and then, by the Note B Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal
Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable),
and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with
accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable).


 


Section 5.          Administration of
the Mortgage Loan.


 


(a)          Subject to this Agreement and
the Lead Securitization Servicing Agreement, the Lead Securitization Note Holder (or the Master Servicer, the Special Servicer
or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have the sole and exclusive authority with respect
to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without limitation,
the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent to any action or failure to act
by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive any Event of Default, accelerate
the Mortgage Loan or institute any foreclosure action or other remedy, and no Non-Controlling Note Holder shall have any voting,
consent or other rights


 






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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, each Non-Controlling Note Holder agrees that it shall have no right to, and hereby presently
and irrevocably assigns and conveys to the Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the
Trustee acting on behalf of the Lead Securitization Note Holder) the rights, if any, that such Non-Controlling 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 Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder)
shall not have any fiduciary duty to any Non-Controlling Note Holder in connection with the administration of the Mortgage Loan
(but the foregoing shall not relieve the Lead Securitization Note Holder from the obligation to make any disbursement of funds
as set forth herein or its obligation to follow the Servicing Standard (in the case of the Master Servicer or the Special Servicer
acting on behalf of the Lead Securitization Note Holder) or any liability for failure to do so).


 


Upon the Mortgage Loan becoming a Specially
Serviced Mortgage Loan, each Non-Controlling Note Holder hereby acknowledges the right and obligation of the Lead Securitization
Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) to sell the Non-Controlling Notes
together with the Lead Securitization 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 be required to sell the Non-Controlling Notes
together with the Lead Securitization Notes in the manner set forth in the Lead Securitization Servicing Agreement.


 


Notwithstanding the foregoing, the
Special Servicer shall not be permitted to sell the Mortgage Loan if such loan becomes the Defaulted Loan without the written consent
of each Non-Controlling Note Holder (provided that such consent is not required if such Non-Controlling Note Holder is a
Borrower Affiliate) unless the Special Servicer has delivered to such Non-Controlling Note Holder: (a) at least 15 Business
Days prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10 days prior to the proposed
sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer
in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent
appraisal for the Mortgage Loan, and any documents in the servicing file reasonably requested by such Non-Controlling Note Holder
that are material to the price of the Mortgage Loan; and (d) until the sale is completed, and a reasonable period of time
(but no less time than is afforded to other offerors) prior to the proposed sale date, all information and other documents being
provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in
connection with the proposed sale; provided that the Non-Controlling Note Holder may waive any of the delivery or timing
requirements described in this sentence. Subject to the terms of the Lead Securitization Servicing Agreement, each Non-Controlling
Note Holder (or the related Non-Controlling Note Holder Representative) shall be permitted to submit an offer at any sale of the
Mortgage Loan unless such Person is a Borrower Affiliate.


 






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


 


The authority of the Lead Securitization
Note Holder to sell any Non-Controlling Note, and the obligations of each Non-Controlling Note Holder to execute and deliver instruments
or deliver the related Non-Controlling Note upon request of the Lead Securitization Note Holder, shall terminate and cease to be
of any further force or effect upon the date, if any, upon which the Lead Securitization is terminated in accordance with its terms.


 


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


 


(c)          If any Note is included as an
asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning of Section 860D(a) of
the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall be administered
such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within the meaning of
Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf of the
Note Holders pursuant to a foreclosure, exercise of a


 






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


 


Anything herein or in
the Lead Securitization Servicing Agreement to the contrary notwithstanding, in the event that one of the Notes is included in
a REMIC and another Note is not, such other Note Holder shall not be required to reimburse any 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 Holders be reduced to offset or make-up any such payment or deficit.


 


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


 


(a)          The Controlling Note
Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations
with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling Note Holder
shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling Note Holder
Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising its various rights
set forth in the Lead Securitization Servicing Agreement 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 a Borrower Affiliate), 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 or the Lead Securitization Servicing
Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. No Servicer,
Trustee or Certificate Administrator acting on behalf of the Lead Securitization Note Holder shall be required to recognize any
Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified each Servicer, Trustee and Certificate
Administrator of


 






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such appointment and, if the Controlling Note Holder Representative is not the same Person as the Controlling
Note Holder, the Controlling Note Holder Representative provides each Servicer, Trustee and Certificate Administrator with written
confirmation of its acceptance of such appointment (and such parties will be entitled to rely on such notice), an address and facsimile
number for the delivery of notices and other correspondence and a list of officers or employees of such Person with whom the parties
to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). The Controlling Note Holder shall
promptly deliver such information to each Servicer, Trustee and Certificate Administrator.


 


(b)          Neither any Non-Controlling
Note Holder Representative nor any Non-Controlling Note Holder will have any liability to the other Note Holders or any other Person
for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure to give any consent
pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment, absent any loss, liability or
expense incurred by reason of its willful misfeasance, bad faith or negligence. The Non-Controlling Note Holder Representative
with respect to each Non-Controlling 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 initial Holder of the A-1-B Note.


 


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


 


(d)          The Controlling Note
Holder shall have no liability to the other Note Holders or any other party for any action taken, or for refraining from the taking
of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Lead Securitization
Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance,
bad faith or gross negligence. The Note


 






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Holders agree that the Controlling Note Holder may take or refrain from taking actions,
or give or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holders, and that the
Controlling Note Holder may have special relationships and interests that conflict with the interests of another Note Holder and,
absent willful misconduct, bad faith or gross negligence on the part of the Controlling Note Holder, agree to take no action against
the Controlling Note Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships
or interests, and that the Controlling Note Holder shall not be deemed to have been grossly negligent or reckless, or to have acted
in bad faith or engaged in willful misconduct or to have recklessly disregarded any exercise of its rights by reason of its having
acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of any
Note Holder.


 


(e)          Each Non-Controlling
Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations
with respect to the Mortgage Loan (each, a “Non-Controlling Note Holder Representative”). Each Non-Controlling
Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Non-Controlling
Note Holder Representative in accordance with the terms of the Lead Securitization Servicing Agreement. All of the provisions relating
to the Controlling Note Holder and the Controlling Note Holder Representative set forth in Section 6(a) and Section 6(b) shall
apply to the Non-Controlling Note Holders and the related Non-Controlling Note Holder Representatives mutatis mutandis.
When exercising its various rights under Section 5 and elsewhere in this Agreement, each Non-Controlling Note Holder may,
at its option, in each case, act through the related Non-Controlling Note Holder Representative. The Non-Controlling Note Holder
Representative may be any Person (other than a Borrower Affiliate), including, without limitation, the related Non-Controlling
Note Holder, any officer or employee of the related Non-Controlling Note Holder, any affiliate of the related Non-Controlling Note
Holder or any other unrelated third party. No such Non-Controlling Note Holder Representative shall owe any fiduciary duty or other
duty to any other Person (other than such Non-Controlling Note Holder). All actions that are permitted to be taken by each Non-Controlling
Note Holder under this Agreement may be taken by a Non-Controlling Note Holder Representative acting on behalf of such Non-Controlling
Note Holder. No Servicer, Trustee or Certificate Administrator acting on behalf of the Lead Securitization Note Holder shall be
required to recognize any Person as a Non-Controlling Note Holder Representative until the related Non-Controlling Note Holder
has notified each Servicer, Trustee and Certificate Administrator of such appointment and, if the Non-Controlling Note Holder Representative
is not the same Person as the related Non-Controlling Note Holder, the Non-Controlling Note Holder Representative provides each
Servicer, Trustee and Certificate Administrator with written confirmation of its acceptance of such appointment (and such parties
will be entitled to rely on such notice), 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 related Non-Controlling Note Holder shall promptly deliver such information to each
Servicer, Trustee and Certificate Administrator.


 


(f)          For so long as the Lead Securitization
has not been terminated, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)


 






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


 


(g)          In addition to the consultation
rights of a Non-Controlling Note Holder (or its related Non-Controlling Note Holder Representative) provided in the immediately
preceding paragraph, each Non-Controlling Note Holder shall have the right to attend annual meetings (either telephonically or
in person, in the discretion of the Servicer) with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer
acting on its behalf) at the offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and
at times reasonably acceptable to the Master Servicer or the Special Servicer, as


 






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applicable, in which servicing issues related
to the Mortgage Loan are discussed; provided that each Non-Controlling Note Holder, at the request of the Master Servicer or the
Special Servicer, as applicable, shall execute a confidentiality agreement in form and substance satisfactory to it, the Master
Servicer or the Special Servicer, as applicable, and the Lead Securitization Note Holder.


 


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 the other Note Holders, the 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 from each Rating Agency
then rating any securities issued in any Securitization), if any. The Controlling Note Holder or its Controlling Note Holder Representative
shall notify the Non-Controlling Note Holders of its termination of the then currently serving Special Servicer and its appointment
of a replacement special servicer in accordance with this Agreement and promptly deliver all information necessary for any Non-Lead
Securitization to comply with any applicable reporting requirements under the Exchange Act. Any such appointment of a replacement
special servicer will not become effective unless all such information has been delivered to the Non-Lead Securitization Holders.
The Controlling Note Holder shall be solely responsible for any expenses incurred in connection with any such replacement without
cause. The Controlling Note Holder shall notify the other parties hereto of its termination of the then currently serving Special
Servicer and its appointment of a replacement Special Servicer in accordance with this Section 7. If the Controlling Note Holder
has not appointed a Special Servicer with respect to the Mortgage Loan as of the consummation of the securitization under the Lead
Securitization Servicing Agreement, then the initial Special Servicer designated in the Lead Securitization Servicing Agreement
shall serve as the initial Special Servicer but this shall not limit the right of the Controlling Note Holder (or its Controlling
Note Holder Representative) to designate a replacement Special Servicer for the Mortgage Loan as aforesaid.


 


If a Servicer Termination Event on
the part of the Special Servicer has occurred that affects a Non-Controlling Note Holder, such Non-Controlling Note Holder shall
have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust, the
Controlling Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement (or at any time that
the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the successor servicing
agreement pursuant to which the Mortgage Loan is being serviced) pursuant to and in accordance with the terms of the Lead Securitization
Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing
Agreement, the successor servicing agreement pursuant to which the Mortgage Loan is being serviced). The Controlling Note Holder
and the Non-Controlling Note Holders acknowledge and agree that any successor special servicer appointed to replace the Special
Servicer with respect to the Mortgage Loan that was terminated for cause at any Non-Controlling Note Holder’s direction cannot
at any


 






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time be the person (or an Affiliate thereof) that was so terminated without the prior written consent of such Non-Controlling
Note Holder. The applicable Non-Controlling Note Holder shall be solely responsible for reimbursing the Trustee’s or the
Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable time by the terminated special
servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in the Collection
Account or Companion Distribution Account.


 


Section 8.          Payment
Procedure.


 


(a)          The Lead Securitization
Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization
Servicing Agreement, shall deposit or cause to be deposited all payments and collections on the Mortgage Loan to the Collection
Account and the portion of such payments and collections that are distributable to the Non-Controlling Note Holder shall be deposited
into the Companion Loan Distribution Account pursuant to and in accordance with the Lead Securitization Servicing Agreement. The
Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such amounts to the applicable account
within two (2) Business Days after receipt of properly identified funds by the Lead Securitization Note Holder (or the Master Servicer
acting on its behalf) from or on behalf of the Mortgage Loan Borrower.


 


(b)          If the Lead Securitization
Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect
of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the
Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, a Non-Controlling 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 any Non-Controlling Note Holder and such Non-Controlling Note Holder will promptly
on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead
Securitization Note Holder shall have theretofore distributed to such Non-Controlling Note Holder, together with interest thereon
at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master
Servicer, Special Servicer or such other Person with respect thereto.


 


(c)          If, for any reason,
the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization
Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation
to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of
its payment to such Non-Controlling Note Holder, such Non-Controlling 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 any Non-Controlling Note


 






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


 


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


 


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


 


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


 






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Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing
appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be
in accordance with the Servicing Standard.


 


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


 


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


 


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


 






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Section 14.                    Sale
of the Notes.


 


(a)          Each Note Holder
agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise
dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement, excluding
a repo financing or a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”) except to a Qualified
Institutional Lender. Promptly after the Transfer, the non-transferring Note 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 (except in the case of a Transfer to a Securitization). 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 each non-transferring Note Holder or (2) after a Securitization
of such non-transferring Note Holder’s Note, Rating Agency Confirmation. Notwithstanding the foregoing, without the non-transferring
Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s
Note is held in a Securitization Trust, without Rating Agency Confirmation, no Note Holder shall Transfer all or any portion of
its Note (or a participation interest in such Note) to a Borrower Affiliate and any such Transfer made without the prior consent
of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in
a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that
for the avoidance of doubt, transfers of any securities backed by a Note held in Securitization Trust will not be subject to the
foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related
Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it will pay the expenses of
the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all
expenses relating to the confirmation from the Rating Agencies in connection with any such Transfer. Notwithstanding the foregoing,
each Note Holder shall have the right, without the need to obtain the consent of any other Note Holder, the Rating Agencies or
any other Person, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in its Note. None of the provisions
of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes in accordance with the terms and conditions of
the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions
of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming
a Specially Serviced 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.


 


(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


 






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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 a Borrower
Affiliate) 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 (except in connection with an initial financing in accordance
with a repurchase arrangement) the pledged Note without a Rating Agency Confirmation. Upon written notice by the applicable Note
Holder to each other Note Holder and any Servicer that a Pledge has been effected (including the name and address of the applicable
Note Pledgee), such other Note Holder agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note
Pledgee written notice of any default by the pledging Note Holder in respect of its obligations under this Agreement of which default
such Note Holder has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by
the pledging Note Holder in respect of its obligations to 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 the other Note Holders and any Servicer from any liability to the pledging Note Holder on account of such
other Note Holder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer or such other Note
Holder to have been delivered by a Note Pledgee. A Note Pledgee shall be permitted to exercise fully its rights and remedies against
the pledging Note Holder to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance
with applicable law and this Agreement. In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and
any transferee other than a Borrower Affiliate which is also a Qualified Institutional Lender at any foreclosure or similar sale
held by such Note Pledgee or any transfer


 






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in lieu of foreclosure), and its successor and assigns, as the successor to the pledging
Note Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional
Lender shall assume in writing the obligations of the pledging Note Holder hereunder accruing from and after such Transfer (i.e.,
realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The
rights of a Note Pledgee under this Section 14(c) shall remain effective as to any Note Holder (and any Servicer) unless and
until such Note Pledgee shall have notified any such Note Holder (and any Servicer, as applicable) in writing that its interest
in the pledged Note has terminated.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Agent
hereunder, each Note Holder hereby designates such Person as its agent under this Section 15 solely for purposes of maintaining
the Note Register.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


Section 22.          Severability. Wherever
possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law,
but if any


 






     39


     

    

 


provision of this Agreement shall be prohibited by or invalid under applicable laws, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Agreement.


 


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


 


Section
24.          Withholding Taxes.
 (a) If the Lead Securitization Note Holder or the
Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from interest, fees or other amounts payable to
any Non-Controlling Note Holder with respect to the Mortgage Loan as a result of such Non-Controlling Note Holder
constituting a Non-Exempt Person, the Lead Securitization Note Holder, in its capacity as servicer, shall be entitled to do
so with respect to such Non-Controlling 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-Controlling 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 Non-Controlling
Note Holder shall and hereby agrees to indemnify the Lead Securitization Note Holder against and hold the Lead Securitization Note
Holder harmless from and against any Taxes, interest, penalties and attorneys’ fees and disbursements arising or resulting
from any failure of the Lead Securitization Note Holder to withhold Taxes from payment made to such Non-Controlling Note Holder
in reliance upon any representation, certificate, statement, document or instrument made or provided by such Non-Controlling Note
Holder to the Lead Securitization Note Holder in connection with the obligation of the Lead Securitization Note Holder to withhold
Taxes from payments made to the Non-Controlling Note Holder, it being expressly understood and agreed that (i) the Lead Securitization
Note Holder shall be absolutely and unconditionally entitled to accept any such representation, certificate, statement, document
or instrument as being true and correct in all respects and to fully rely thereon without any obligation or responsibility to investigate
or to make any inquiries with respect to the accuracy, veracity, correctness or validity of the same and (ii) such Non-Controlling
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 Non-Controlling
Note Holder represents to the Lead Securitization Note Holder (for the benefit of the Mortgage Loan Borrower) that it is not a
Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower is obligated under applicable
law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement. Contemporaneously
with the execution of this Agreement and from time to time as necessary during the term of this Agreement, each Non-Controlling
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


 






     40


     

    

 


obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise
under this Agreement. Without limiting the effect of the foregoing, (i) if any Non-Controlling Note Holder is created or organized
under the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding
sentence by furnishing to the Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if any Non-Controlling
Note Holder is not created or organized under the laws of the United States, any state thereof or the District of Columbia, and
if the payment of interest or other amounts by the Mortgage Loan Borrower is treated for United States income tax purposes as derived
in whole or part from sources within the United States, such Note Holder shall satisfy the requirements of the preceding sentence
by furnishing to the Lead Securitization Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments)
or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by such Note Holder, as evidence of such
Note Holder’s exemption from the withholding of United States tax with respect thereto. The Lead Securitization Note Holder
shall not be obligated to make any payment hereunder with respect to any Non-Controlling Note or otherwise until the related Non-Controlling
Note Holder shall have furnished to the Lead Securitization Note Holder requested forms, certificates, statements or documents.


 


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


 


Section 26.                    Cooperation
in Securitization.


 


(a)          Each Note Holder
acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection with
a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization Note Holder, each
Non-Controlling Note Holder shall use reasonable efforts, at the Lead Securitization Note Holder’s expense, to satisfy, and
to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market
standards to which the Lead Securitization Note Holder customarily adheres or which may be reasonably required in the marketplace
or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any
modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in attempting
to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably
requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with
the Lead Securitization or otherwise at any time prior to the Lead Securitization, no Non-Controlling 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, a Non-Controlling Note Holder or (ii) materially increase a Non-Controlling Note Holder’s
obligations or materially decrease any Non-Controlling Note Holder’s rights, remedies or protections. In connection with
the Lead


 






     41


     

    

 


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


 


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


 


(b)          In connection with
a Securitization, at the request of the applicable Non-Controlling Note Holder, the Lead Securitization Holder (including the Master
Servicer, the Special Servicer and the Trustee) shall use reasonable efforts, at such Non-Controlling Note Holder’s expense,
to satisfy, and to cooperate with the Non-Controlling Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy,
the market standards to which the Non-Controlling Note Holder customarily adheres or which may be reasonably required in the marketplace
or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any
modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in attempting
to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably
requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with a Non-Lead Securitization
or otherwise at any time prior to a Non-Lead Securitization, no 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, a Non-Controlling
Note Holder or (ii) materially increase a Non-Controlling Note Holder’s obligations or materially decrease any Non-Controlling
Note Holder’s rights, remedies or


 






     42


     

    

 


protections or cause an adverse REMIC event to occur under the Lead Securitization. In
connection with a Non-Lead Securitization, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator
shall be required to perform certain obligations set forth in the Lead Securitization Servicing Agreement. In addition, each other
applicable Holder shall provide for inclusion in any disclosure document relating to such Non-Lead Securitization such information
concerning such Holder and the related Note as such Non-Controlling Note Holder reasonably determines to be necessary or appropriate,
and each such Holder covenants and agrees that it shall, at such Non-Controlling Note Holder’s expense, cooperate with the
reasonable requests of each Rating Agency and such Non-Controlling Note Holder in connection with such Non-Lead Securitization
(including, without limitation, reasonably cooperating with such Non-Controlling Note Holder (without any obligation to make additional
representations and warranties) to enable such Non-Controlling Note Holder to make all necessary certifications and deliver all
necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and the Lead Securitization),
as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond
reasonably promptly with respect to any information relating to the applicable Holders and the related Non-Controlling Note in
any Securitization document. Each Holder acknowledges that the information provided by it to the other Non-Controlling Holders
may be incorporated into the offering documents for the applicable Non-Lead Securitization. Each Holder and each Rating Agency
shall be entitled to rely on the information supplied by, or on behalf of, any other Note Holder in connection with the related
Non-Lead Securitization. Each Holder will reasonably cooperate with the other Holders by providing all information reasonably requested
that is in the such Holder’s possession in connection with such Holder’s preparation of disclosure materials in connection
with a Securitization.


 


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) 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;


 






     43


     

    

 


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


 


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


 


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


 


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


 


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


 


Section 30.          Termination and Resignation
of Agent.


 


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


 


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


 


Section 31.          Resizing. Notwithstanding
any other provision of this Agreement, for so long as JPM, BANA, WFB or an affiliate of any of them (an “Original Entity”)
is the owner of a Non-Controlling Note (the “Owned Note”), such Original Entity shall have the right, subject
to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional
notes (in either case, “New Notes”) reallocating the principal of the Owned Note to such New Notes; or severing
the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding
principal balance of the Owned Note provided that (i) the


 






     44


     

    

 


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


 


[SIGNATURE PAGE FOLLOWS]


 






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





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






	 	 	 
	 	BANK OF AMERICA, N.A., a national banking
association, as Initial Note 2 Holder
	 	 	 
	 	By:	/s/ Steven Wasser
	 	 	Name: Steven Wasser
	 	 	Title: Managing Director
	 	 	 



	 	BANK OF AMERICA, N.A., a national banking
association, as Initial Note 2 Holder
	 	 	 
	 	By:	/s/ Theresa E. Dooley-Bollmann
	 	 	Name: Theresa E. Dooley-Bollmann
	 	 	Title: Director




	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association, as Initial Note 3 Holder
	 	 	 
	 	By:	/s/ H. Royer Culp, Jr.
	 	 	Name: H. Royer Culp, Jr.
	 	 	Title: Managing Director




 


SHOPS
AT CRYSTALS 2016-CSTL – CO-Lender Agreement


 






     


     

    

  


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	The Crystals Las Vegas, LLC
	Date of Mortgage Loan: 	June 9, 2016
	Date of Notes: 	June 9, 2016
	Original Principal Amount of Mortgage Loan:	$550,000,000.00
	Principal Amount of Mortgage Loan as of the date hereof:	$550,000,000.00
	Initial A-1A Note Principal Balance:	$42,848,000.00
	Initial A-1B Note Principal Balance:	$85,852,600.00
	Initial A-2A Note Principal Balance:	$32,262,000.00
	Initial A-2B Note Principal Balance:	$64,389,000.00
	Initial A-3A Note Principal Balance:	$32,262,000.00
	Initial A-3B Note Principal Balance:	$64,389,000.00
	Initial B-1A Note Principal Balance:	$8,084,000.00
	Initial B-1B Note Principal Balance:	$16,148,000.00
	Initial B-2A Note Principal Balance:	$6,063,000.00
	Initial B-2B Note Principal Balance:	$12,111,000.00
	Initial B-3A Note Principal Balance:	$6,063,000.00
	Initial B-3B Note Principal Balance:	$12,111,000.00
	Initial C-1 Note Principal Balance:	$20,020,000.00
	Initial C-2 Note Principal Balance:	$15,150,000.00
	Initial C-3 Note Principal Balance:	$15,150,000.00
	Initial D-1 Note Principal Balance:	$25,408,000.00
	Initial D-2 Note Principal Balance:	$19,056,000.00
	Initial D-3 Note Principal Balance:	$19,056,000.00
	Initial E-1 Note Principal Balance:	$21,292,000.00
	Initial E-2 Note Principal Balance:	$15,969,000.00
	Initial E-3 Note Principal Balance:	$15,969,000.00
	Location of Mortgaged Property:	3720 S. Las Vegas Blvd., Las Vegas, Nevada 89156
	Initial Maturity Date:	July 1, 2026


 






     A-1


     

    

  


EXHIBIT B


 


1.          Initial Note 1 Holder:


 


(Prior to Securitization of Note 1):


 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Thomas Nicholas Cassino

Facsimile No.: (212) 834-6047


 


and


 


JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy S. Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP


One World Financial Center


New York, New York 10281


Attention: Fredric L. Altschuler, Esq.

Facsimile No.: (212) 504-6666


 


2.          Initial Note 2 Holder:


 


(Prior to Securitization of Note 2):


 


Bank of America, N.A.



Notice Address:

Bank of America, N.A.          

c/o Capital Markets Servicing Group

900 West Trade Street, Suite 650

Mail Code: NC1-026-06-01

Charlotte, North Carolina 28255

Attention: Servicing Manager

Facsimile No.: (704) 317-4501


 






     B-1


     

    

 


with a copy to:



Cadwalader, Wickersham & Taft LLP


One World Financial Center


New York, New York 10281

Attention: Fredric L. Altschuler, Esq.

Facsimile No.: (212) 504-6666


 


3.          Initial Note 3 Holder:


 


(Prior to Securitization of Note 3):


 


Wells Fargo Bank, National Association



Notice Address:

Wells Fargo Bank, National Association

Wells Fargo Center

1901 Harrison Street, 2nd Floor

MAC A0227-020

Oakland, California 94612

Attention: Commercial Mortgage Servicing

Facsimile No.: 866-359-5352


 


with a copy to:



Cadwalader, Wickersham & Taft LLP


One World Financial Center


New York, New York 10281

Attention: Fredric L. Altschuler, Esq.

Facsimile No.: (212) 504-6666


 






     B-2


     

    

 


(Following Securitization of Note A-1A):


 


(i)      Depositor:


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York 10179

Attention: Kunal K. Singh

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


 


with a copy to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

32nd Floor

New York, New York 10179

Attention: Bianca A. Russo

Managing Director and Associate General Counsel

Telecopy number: (917) 464-6116

E-mail: russo_bianca@jpmorgan.com


 


		(ii)	Master Servicer:







KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Diane Haislip

Facsimile: 877-379-1625

Email: diane_c_haislip@keybank.com


 


with a copy to:


 


			Polsinelli PC

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: 816-753-1536

Email: kkohring@polsinelli.com



 


(iii)    Special Servicer:


 


AEGON USA Realty Advisors, LLC


 


4333 Edgewood Road NE,

Cedar Rapids, IA 52499

Attention: Vice President, Special Servicing

Fax number: (319) 355-8030


 


Email: gdryden@aegonusa.com


 






     B-3


     

    

 


specialservicing@aegonusa.com


 


(iv) Trustee or Certificate Administrator,
to:




Wells Fargo Bank, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045 


Attention: Corporate Trust Services – JPMorgan Chase, 2016-CSTL 


Telephone: (410) 884-2000 


 


with a copy to:


Facsimile: (410) 715-2380


Email: trustadministrationgroup@wellsfargo.com
and


cts.cmbs.bond.admin@wellsfargo.com


 






     B-4


     

    

  


EXHIBIT C


 


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. Rialto Capital Advisors, LLC


23. Rockpoint Group


24. Starwood Capital/Starwood Financial Trust


25. Torchlight Investors


26. Walton Street Capital, LLC


27. Westbrook Partners


28. WestRiver Capital


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


 






     B-5