Exhibit 4.6


 








 


EXECUTION VERSION


 


CO-LENDER AGREEMENT




 


Dated as of July 29, 2016



by and between




 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-1 Holder)


 


and


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-2 Holder)


 


Center 21


 



     


     

    

 





TABLE OF CONTENTS





 




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




 



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


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the Mortgage Loan
Agreement (as defined herein), JPM originated a certain loan described on the schedule attached hereto as Exhibit A (the “Mortgage
Loan Schedule”) (the “Mortgage Loan”) to the mortgage loan borrower described on the Mortgage Loan
Schedule (the “Mortgage Loan Borrower”), which was evidenced, inter alia, by two promissory notes
(as amended, modified or supplemented, the “Notes”) (i) one promissory note in the original principal amount
of $80,000,000 (“Note A-1”) made by the Mortgage Loan Borrower in favor of the Initial Note A-1 Holder (“Initial Note A-1”)
and (ii) one promissory note in the original principal amount of $83,000,000 (“Note A-2”), made by the Mortgage
Loan Borrower in favor of the Initial Note A-2 Holder (“Initial Note A-2”); and secured by a first mortgage
(as amended, modified or supplemented, the “Mortgage”) on certain real property located as described in the
Mortgage Loan Agreement (collectively, the “Mortgaged Property”); and


 


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


 


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


 


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


 


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


 


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


 


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


 



     


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


“Controlling Note Holder”
shall mean the Note A-2 Holder; provided that at any time Note A-2 is included in a Securitization, references to the “Controlling
Note Holder” herein shall mean the holders of the majority of the class of securities issued in such Securitization designated
as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling
Note Holder” hereunder, as and to the extent provided in the related Securitization Servicing Agreement; provided
that if at any time 50% or more of Note A-2 (or of such class of securities issued in the Lead Securitization designated as the
“controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling
Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, Note A-2 (or such class
of securities issued in the Lead Securitization designated as the “controlling class” or such other class(es) otherwise
assigned the rights to exercise the rights of the “Controlling Note Holder”) shall not be entitled to exercise any
rights of the Controlling Note Holder.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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


 



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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.


 


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


 


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


 


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


 


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


 


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


 


“Lead Securitization”
shall mean (a) during the period from and after the Securitization Date and prior to the Note A-2 Securitization Date, the Securitization
of the first Note or portion thereof, and (b) on and after the Note A-2 Securitization Date, the Note A-2 Securitization.


 


“Lead Securitization Note”
shall mean (a) during the period from and after the Securitization Date and prior to the Note A-2 Securitization Date, the related
first Note or portion thereof contributed to a Securitization, and (b) on and after the Note A-2 Securitization Date, Note A-2.


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(vi)        any release of
material collateral or any acceptance of substitute or additional collateral for the Mortgage Loan or any consent to either of
the


 



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foregoing, other than if required pursuant to the specific terms of the related Mortgage Loan Documents and for which there
is no lender discretion;


 


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


 


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


 


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


 


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


 


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


 


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


 


(xiii)      any determination
of an Acceptable Insurance Default;


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


“Mortgage Loan Agreement”
shall mean the Loan Agreement, dated as of June 24, 2016, between CIM/Oakland Center 21, LP, as borrower, and JPM, 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.


 


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


 


“Non-Controlling Note Holder”
shall mean the Note A-1 Holder; provided that at any time such holder’s Note is included in a Securitization, references
to such “Non-Controlling Note Holder” herein shall mean the Directing Certificateholder or any other party assigned
the rights to exercise the rights of the “Non-Controlling Note Holder” hereunder, as and to the extent provided in
the related Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master
Servicer and the Special Servicer) has been given written notice; provided that if at any time 50% or more of Note A-1 is
held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled to exercise the rights
of the Controlling Note Holder. The Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its
behalf) shall not be required at any time to deal with more than one party in respect of any Note that is exercising the rights
of the “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement, and (x) to the extent
that the related Securitization Servicing Agreement assigns such rights to more than one party or (y) to the extent any Note is
split into two or more New Notes pursuant to Section 31, for purposes of this Agreement, the applicable 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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Lead Securitization Servicing
Agreement” shall mean (a) during the period from and after the Securitization Date and prior to the Note A-2 Securitization
Date, any Pooling and Servicing Agreement other than the Pooling and Servicing Agreement for the first Note to be securitized and
(b) on and after the Note A-2 Securitization Date, the Note A-1 PSA.


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note A-2 Master Servicer”
shall mean the master servicer under the Note A-2 PSA.


 


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


 


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


 


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


 


“Note A-2 Securitization Date”
shall mean the closing date of the Note A-2 Securitization.


 


“Note A-2 Special Servicer”
shall mean the special servicer under the Note A-2 PSA.


 



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“Note A-2 Trustee”
shall mean the trustee under the Note A-2 PSA.


 


“Note A-2 Trust Fund”
shall mean the trust formed pursuant to the Note A-2 PSA.


 


“Note Holder Representative”
shall mean a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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 be, and in
any event such that each Note or Note Holder, as the case may be, is allocated its respective Percentage Interest of such particular
payment, collection, cost, expense, liability or other amount.


 


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


 


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


 


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


 


(c)          one or more of the
following:


 


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


 


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


 


(iii)        a Qualified Trustee
in connection with (a) a securitization of, (b) the creation of collateralized debt obligations (“CLO”)
secured by, or (c) a financing through an “owner trust” of, a Note or any interest therein (any of the foregoing,
a “Securitization Vehicle”), provided that (1) one or more classes of securities issued by such
Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies that assigned a rating to one
or more classes of securities issued in connection with such Securitization Vehicle (it being understood that with respect to any
Rating Agency that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating Agency Confirmation
will not be required in connection with a transfer of such Note or any interest therein to such Securitization Vehicle); (2) in
the case of a Securitization Vehicle that is not a CLO, the special servicer of such Securitization Vehicle has a Required Special
Servicer Rating or is otherwise acceptable to the Rating Agencies rating each Securitization (such entity, an “Approved
Servicer”) and such Approved Servicer is required to service and administer such Note or any interest therein in accordance
with servicing


 



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arrangements for the assets held by the Securitization Vehicle which require that such Approved Servicer act in
accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person; or (3) in
the case of a Securitization Vehicle that is a CLO, the CLO Asset Manager and, if applicable, each Intervening Trust Vehicle that
is not administered and managed by a CLO Asset Manager which is a Qualified Institutional Lender, are each a Qualified Institutional
Lender under clauses (i), (ii), (iv) or (v) of this definition, or


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 



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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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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“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).


 


“Servicing Standard”
shall have the meaning assigned to such term or an analogous term in the Lead Securitization Servicing Agreement. The Servicing
Standard in the Lead Securitization Servicing Agreement shall require, among other things, that each Servicer, in servicing the
Mortgage Loan, must take into account the interests of each Note Holder.


 


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


 


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


 


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


 


“Trustee” shall
mean the trustee appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


Section 2.          Servicing of the Mortgage
Loan.


 


(a)          Each Note Holder acknowledges
and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced as follows: (i) during the period
from and after the Securitization Date and prior to the Note A-2 Securitization Date, by the Master Servicer and the Special Servicer
pursuant to the terms of this Agreement and the Lead Securitization Servicing Agreement; and (ii) during the period from and after
the Note A-2 Securitization Date, by the Note A-2 Master Servicer and the Note A-2 Special Servicer pursuant to the terms of this
Agreement and the Note A-2 PSA; provided that the Master Servicer shall not be obligated to advance monthly payments of
principal or interest in respect of any Note other than the Lead Securitization Note if such principal or interest is not paid
by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses
related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject
to the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges that any other Note Holder may elect,
in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably
cooperate with such other Note Holder, at such other Note


 



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


 


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


 


(b)          The Master Servicer shall be
the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent provided in the Lead Securitization
Servicing Agreement) shall be required to make the following advances subject to the terms of the Lead Securitization Servicing
Agreement and this Agreement: (i) Servicing Advances on the Mortgage Loan and (ii) P&I Advances on the Lead Securitization
Note. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement for a Servicing
Advance, first from funds on deposit in the Collection Account (or equivalent account) (as defined in the Lead Securitization
Servicing Agreement) and/or the related Companion


 



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Distribution
Account (or equivalent account) (as defined in the Lead Securitization Servicing Agreement) for the Mortgage Loan that (in any
case) represent amounts received on or in respect of the Mortgage Loan, and then, in the case of Nonrecoverable Servicing
Advances, if such funds on deposit in the Collection Account or Companion Distribution Account are insufficient, from general
collections of the Lead Securitization as provided in the Lead Securitization Servicing Agreement and from general collections
of any Securitization of a Non-Lead Securitization Note as provided below. The Master Servicer, the Special Servicer and the Trustee,
as applicable, will be entitled to reimbursement for advance interest on a Servicing Advance or a Nonrecoverable Servicing Advance,
in the manner and from the sources provided in the Lead Securitization Servicing Agreement, including from general collections
of the Lead Securitization and, in the case of Servicing Advances, from general collections of any Securitization of a Non-Lead
Securitization Note as provided below. Notwithstanding the foregoing, to the extent the Master Servicer, the Special Servicer
or the Trustee, as applicable, obtains funds from general collections of the Lead Securitization as a reimbursement for a Nonrecoverable
Servicing Advance or any advance interest on a Servicing Advance or a Nonrecoverable Servicing Advance, the Non-Lead Securitization
Note Holder (including, if the applicable Non-Lead Securitization Note has been included in any Non-Lead Securitization, from
general collections or any other amounts from any Non-Lead Securitization Trust) shall be required to, promptly following notice
from the Master Servicer, reimburse the Lead Securitization for its pro rata share of such Nonrecoverable Servicing Advance
or advance interest.


 


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


 



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Items”)
to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Collection Account
or Companion Distribution Account that are allocated to the related Non-Lead Securitization Note are insufficient for reimbursement
of such amounts, the Non-Lead Securitization Note Holder shall be required to, promptly following notice from the Master Servicer
reimburse each of the applicable Indemnified Parties for its pro rata share of the insufficiency, provided, that
such Non-Lead Securitization Note Holder’s duty to pay, if any, Indemnified Items to the Operating Advisor shall be subject
to any limitations and conditions (including limitations and conditions with respect to the timing of such payments and the sources
of funds for such payments) as may be set forth from time to time in the related Non-Lead Securitization Servicing Agreement.


 


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


 



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general
collections of the related Securitization Trust, as and to the extent provided in the related Non-Lead Securitization Servicing
Agreement.


 


(c)          (x) the Initial Note Holder
of the first Note or portion thereof to be contributed to a Securitization (other than the Initial Note A-2 Holder) shall cause
the related Pooling and Servicing Agreement to contain provisions to the effect that when such Pooling and Servicing Agreement
becomes a Non-Lead Securitization Servicing Agreement and (y) any other Initial Note Holder (other than the Initial Note A-2 Holder)
contributing a Note to a Securitization shall cause the related Pooling and Servicing Agreement to contain provisions to the effect
that:


 


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


 


(ii)          each of the Indemnified
Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify each of such Indemnified
Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the Lead Securitization Servicing
Agreement) by the Securitization Trust holding such Non-Lead Securitization Note, against any of the Indemnified Items to the extent
of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Collection Account or Companion
Distribution Account that are allocated


 



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to the related Non-Lead Securitization Note are insufficient for reimbursement of such
amounts, the related Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties for its
pro rata share of the insufficiency out of general funds in the collection account (or equivalent account) established under
such Non-Lead Securitization Servicing Agreement provided, that the Non-Lead Securitization Servicing Agreement may include
limitations and conditions on the payment or reimbursement of Indemnified Items to the Operating Advisor (including limitations
and conditions with respect to the timing of such payments or reimbursements and the sources of funds for such payments or reimbursements);


 


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


 


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


 


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


 


(d)          If a Non-Lead Securitization
Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing Agreement, the Master Servicer,
the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with such Non-Lead Asset Representations Reviewer
in connection with such Asset Review by providing such Non-Lead Asset Representations Reviewer with any documents reasonably requested
by such Non-Lead Asset Representations Reviewer, but only to the extent that such documents are in the possession of the Master
Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, and are not in the possession of the Non-Lead
Asset Representations Reviewer, Non-Lead Master Servicer, Non-Lead Special Servicer or custodian.


 


(e)          Following the Securitization
of one Note but prior to the Securitization of any other particular Note (including any New Note), all notices, reports, information
or other deliverables required to be delivered to a Note Holder pursuant to this Agreement by the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) only need to be delivered to the related Note Holder (or
its Note Holder Representative) and, when so delivered to such Note Holder (or Note Holder Representative, as applicable), the
Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied
its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement. Following the
Securitization of any Note (including any New Note), as applicable, all notices, reports, information or other deliverables required
to be delivered to a Note Holder pursuant to this Agreement or the Lead Securitization


 



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Servicing
Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be
delivered to the master servicer and the special servicer with respect to such Securitization (who then may forward such items
to the party entitled to receive such items as and to the extent provided in the related Securitization Servicing Agreement or
with respect to a Note that has not been securitized, the related Note Holder) and, when so delivered to such master servicer
and the special servicer, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization
Servicing Agreement.


 


(f)           In addition to the foregoing,
the Note A-2 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar
to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of the Note A-2 Trust Fund,
(ii) required by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the Note A-2 Securitization.
The Note A-2 Holder shall have the right to designate the Note A-2 Master Servicer and Note A-2 Special Servicer as long as each
such party satisfies the conditions for such Servicer set forth in the Lead Securitization Servicing Agreement prior to the Note
A-2 Securitization Date. Prior to the Note A-2 Securitization Date, subject to the terms of the Lead Securitization Servicing Agreement,
the Note A-2 Holder shall also have the right to designate the Special Servicer for the Mortgage Loan. Without limiting the generality
of any provision set forth above, for purposes of the Mortgage Loan, the Note A-2 PSA shall contain (a) provisions requiring the
Note A-2 Master Servicer and the Note A-2 Special Servicer to maintain, or subjecting them to possible termination for not maintaining,
compliance with customary servicer rating criteria (but the rating agencies need not be the same) and (b) provisions substantially
the same as, in all material respects, those set forth in the Lead Securitization Servicing Agreement prior to the Note A-1 Securitization
Date with respect to (i) periodic reporting and periodic delivery of service provider compliance documents under Regulation AB
(and, in any event, the Note A-2 PSA shall require such reporting and delivery so long as any Securitization is required to file
periodic reports under the Securities Exchange Act of 1934, as amended), (ii) servicing transfer events that would result in the
transfer of the Mortgage Loan to special servicing status, (iii) the authority of the servicers in the Note A-2 Securitization
to grant or agree or consent to material modifications, waivers and amendments to the Mortgage Loan, or to approve material assignments
and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iv) the potential termination of the
master servicer and special servicer following a Servicer Termination Event, (v) requirements to obtain an appraisal or appraisal
update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof, (vi) duties of the special
servicer in respect of foreclosure and the management of REO property, (vii) special servicing, workout and liquidation fees (and,
in any event, the fees at which such compensation accrue or are determined shall not exceed 0.25%, 1.00% and 1.00%, respectively),
(viii) control, consultation and other rights of the directing certificateholder and operating advisor and any other material servicing
and administrative provisions and (ix) indemnification of the Depositor, Master Servicer, Special Servicer, Certificate Administrator,
Trustee, Operating Advisor and Asset Representations Reviewer under the Lead Securitization Servicing Agreement prior to the Note
A-2 Securitization Date (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified
as indemnified parties in such Pooling and Servicing Agreement in respect of other mortgage


 



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loans),
for the pro rata share allocable to Note A-2, 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 servicing and administration
of the Mortgage Loan (or, with respect to the operating advisor or the asset representations reviewer under the Lead Securitization
Servicing Agreement prior to the Note A-2 Securitization Date, incurred in connection with the provision of services for the Mortgage
Loan) to the extent that the Lead Securitization Servicing Agreement prior to the Note A-2 Securitization Date indemnifies the
Indemnified Parties against the Indemnified Items for the time period during which such Pooling and Servicing Agreement acts as
the Lead Securitization Servicing Agreement; provided, that (A) this statement shall not be construed to prohibit differences
in timing, control or consultation triggers or threshholds, terminology, allocation of ministerial duties between multiple servicers
or other servicer providers or certificateholder or investor voting or consent threshholds, or to prohibit or restrict additional
approval, consent, consultation, notice or rating agency confirmation requirements; and (B) if there is any conflict between this
sentence and any other provision of this Agreement, such other provision of this Agreement shall control.


 


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


 


(h)          The
Note A-2 Holder shall give each of the parties to the Note A-1 PSA (that will not also be a party to the Note A-2 PSA) notice
of the Note A-2 Securitization in writing (which may be by e-mail) not less than 5 business days’ prior to the Note A-2
Securitization Date. Such notice shall contain contact information for each of the parties to the Note A-2 PSA. In addition, after
the Note A-2 Securitization Date, the Note A-2 Holder shall send a copy of the Note A-2 PSA to each of the parties to the Note
A-1 PSA.


 


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


 


(j)           [Reserved].


 


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


 



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


 


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


 


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


 



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


 


Section 5.          Administration of the
Mortgage Loan.


 


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


 


Each Note Holder hereby acknowledges
the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization
Note Holder), upon the Mortgage Loan becoming a Defaulted Mortgage Loan, to sell the Notes together as notes evidencing one whole
loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection with any such sale, the Special
Servicer shall be required to sell the Notes together as notes evidencing one whole loan and shall require that all offers be submitted
to the Certificate Administrator or Special Servicer, as applicable, in


 



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accordance
with the terms of the Lead Securitization Servicing Agreement in writing and be accompanied by a refundable deposit of cash in
an amount equal to 5% of the offer amount (subject to a cap of $2,500,000). Whether any cash offer constitutes a fair price for
the Mortgage Loan shall be determined by the Special Servicer (unless the offeror is an Interested Person, in which case the Trustee
shall make such determination), in accordance with the terms of the Lead Securitization Servicing Agreement; provided,
that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at
least two bona fide other offers are received from independent third parties. In determining whether any offer received represents
a fair price for the Mortgage Loan, the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated
Appraisal conducted in accordance with the Lead Securitization Servicing Agreement within the preceding nine (9)-month period
or, in the absence of any such Appraisal, on a new Appraisal. The Trustee shall select the Appraiser conducting any such new Appraisal.
In determining whether any such offer constitutes a fair price for the Mortgage Loan, the Trustee shall instruct the Appraiser
to take into account (in addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to the
Lead Securitization Servicing Agreement), as applicable, among other factors, the period and amount of any delinquency on the
affected Mortgage Loan, the occupancy level and physical condition of the related Mortgaged Property and the state of the local
economy. The Trustee may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate
matters retained by the Trustee at the expense of the Holders in connection with making such determination. Notwithstanding the
foregoing, the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder)
shall not be permitted to sell the Mortgage Loan without the written consent of the Non-Lead Securitization Note Holder (unless
50% or more of Note A-1 (or the class of securities issued in the related Non-Lead Securitization designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”)
is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered
to such Non-Lead Securitization Note Holder: (a) at least 15 Business Days’ prior written notice of any decision to attempt
to sell the Mortgage Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any
amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale, (c) at least 10 days
prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicing
File reasonably requested by such Non-Lead Securitization Note Holder that are material to the price of the Mortgage Loan and
(d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to the other offerors and
the related Lead Securitization Directing Certificateholder) prior to the proposed sale date, all information and other documents
being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer
in connection with the proposed sale; provided that any majority holder of a Non-Lead Securitization Note or the related
Directing Certificateholder may waive any of the delivery or timing requirements set forth in this sentence. Subject to the foregoing,
each of the Controlling Note Holder, the Controlling Note Holder Representative, the Non-Controlling Note Holder and the Non-Controlling
Note Holder Representatives shall be permitted to bid at any sale of the Mortgage Loan unless such Person is the Mortgage Loan
Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 



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Each Note Holder (to the extent it
is not the same entity as the Lead Securitization Note Holder) hereby appoints the Lead Securitization Note Holder as its agent,
and grants to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and its proxy, for
the purpose of soliciting and accepting offers for and consummating the sale of its Note. Each Note Holder (to the extent it is
not the same entity as the Lead Securitization Note Holder) further agrees that, upon the request of the Lead Securitization Note
Holder, such Note Holder shall execute and deliver to or at the direction of Lead Securitization Note Holder such powers of attorney
or other instruments as the Lead Securitization Note Holder may reasonably request to better assure and evidence the foregoing
appointment and grant, in each case promptly following request, and shall deliver its original Note, endorsed in blank, to or at
the direction of the Lead Securitization Note Holder in connection with the consummation of any such sale.


 


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


 


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


 



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third-party
beneficiary to the Lead Securitization Servicing Agreement with respect to its rights as specifically provided for therein.


 


(c)          [Reserved]


 


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


 



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


 


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


 


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


 


Section 6.          Rights of the Controlling
Note Holder.


 


(a)          The Controlling Note Holder
shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations with
respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling Note Holder shall
have the right in its sole discretion at any time and from time to time to remove and replace


 



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


 


The Non-Controlling Note Holder shall
have the right at any time to appoint a representative in connection with the exercise of its rights and obligations with respect
to the Mortgage Loan (with respect to such Note Holder, the “Non-Controlling Note Holder Representative”).
All of the provisions relating to Controlling Note Holder and the Controlling Note Holder Representative set forth in the first
paragraph of this Section 6(a) (except those contained in the last sentence thereof) and the second paragraph of this Section
6(a) shall apply to the Non-Controlling Note Holder and its Non-Controlling Note Holder Representative mutatis mutandis.


 


(b)          The Controlling Note Holder
shall be entitled to exercise the rights and powers granted to the Controlling Note hereunder and the rights and powers granted
to the “Lead Securitization Directing Certificateholder or similar party under, and as defined in, the Lead Securitization
Servicing Agreement with respect to the Mortgage Loan. In addition, the Controlling Note Holder shall be entitled to advise (1)
the Special Servicer with respect to all matters related to a “Specially Serviced Mortgage Loan” (as defined
in the Lead Securitization Servicing Agreement) and (2) the Special Servicer with respect to all matters for which the Master Servicer
must obtain the consent or deemed consent of the Special Servicer, and, except as set forth below (i) the Master Servicer shall
not be permitted to implement any Major Decision unless it has obtained the prior written consent of the Special Servicer and (ii)
the Special Servicer shall not be permitted to consent to the Master Servicer’s implementing any Major Decision nor will
the Special Servicer itself be permitted to implement any Major


 



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Decision
as to which the Controlling Note Holder has objected in writing within ten (10) Business Days (or 30 days with respect to an Acceptable
Insurance Default if so provided for in the Lead Securitization Agreement) after receipt of the written recommendation and analysis
and such additional information requested by the Controlling Note Holder as may be necessary in the reasonable judgment of the
Controlling Note Holder in order to make a judgment with respect to such Major Decision. The Controlling Note Holder may also
direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling
Note Holder may deem advisable.


 


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


 


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


 


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


 


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


 



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Controlling
Note Holder Representative when no Controlling Note Holder Representative shall have been appointed hereunder or otherwise exercising
any right, power or privilege granted to the Controlling Note Holder hereunder) may take or refrain from taking actions, or give
or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holders, and that the Controlling
Note Holder Representative may have special relationships and interests that conflict with the interests of a Note Holder and,
absent willful misconduct, 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 misconduct or to have recklessly disregarded
any exercise of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed
to give any consent, solely in the interests of any Note Holder.


 


Section 7.          Appointment of Special Servicer. Subject
to the terms of the Lead Securitization Servicing Agreement, the Controlling Note Holder (or its Controlling Note Holder Representative)
shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with
respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu thereof. Any designation by the Controlling Note
Holder (or its Controlling Note Holder Representative) of a Person to serve as Special Servicer shall be made by delivering to
each other Note Holder, the Master Servicer, the then existing Special Servicer and other parties to the Lead Securitization Servicing
Agreement a written notice stating such designation and satisfying the other conditions to such replacement as set forth in the
Lead Securitization Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms
of the Lead Securitization Servicing Agreement), if any. The Controlling Note Holder shall be solely responsible for any expenses
incurred in connection with any such replacement without cause. The Controlling Note Holder shall notify the other parties hereto
of its termination of the then currently serving Special Servicer and its appointment of a replacement Special Servicer in accordance
with this Section 7. The initial Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the
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 solely with respect to the Mortgage
Loan pursuant to and in accordance with the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges
and agrees that any successor special servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that
was terminated for cause at a Non-Controlling Note Holder’s direction cannot at any time be the person (or an Affiliate thereof)
that was so terminated without the prior written consent of such Non-Controlling Note Holder. The 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


 



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otherwise
be reimbursed to the Trustee from amounts on deposit in the Lead Securitization’s Collection Account.


 


Section 8.          Payment Procedure.


 


(a)          The Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of
the Lead Securitization Servicing Agreement, will deposit or cause to be deposited all payments allocable to the Notes to
the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing
Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder
(or the Master Servicer acting on its behalf) shall (i) deposit such amounts to the applicable account within two (2) Business
Days after receipt of properly identified funds by the Lead Securitization Note Holder (or the Master Servicer acting on its
behalf) from or on behalf of the Mortgage Loan Borrower and (ii) remit from the Collection Account or Companion Distribution
Account, as applicable, (A) prior to the Securitization Date, within two (2) Business Days of receipt of properly identified
funds and (B) on or after the Securitization Date, (A) with respect to the Lead Securitization Note, the remittance date under
the Lead Securitization Servicing Agreement for the Lead Securitization Note and (B) with respect to each Non-Lead Securitization
Note, (x) prior to securitization of such Non-Lead Securitization Note, the remittance date under the Lead Securitization
Servicing Agreement for the Lead Securitization Note and (y) on or after the securitization of such Non-Lead Securitization
Note, the business day immediately succeeding the “determination date” set forth in the related Non-Lead Securitization
Servicing Agreement for such Non-Lead Securitization Note, all payments received and allocable with respect to Note A-1 and
Note A-2 (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained by the Note A-1
Holder and the Note A-2 Holder, respectively.


 


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


 


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


 



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


 


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


 


The Note Holders acknowledge that,
subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee) to comply with, and except
as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee)
may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing
Agreement in a manner that may be adverse to the interests of the Non-Lead Securitization Note Holder and that the Lead Securitization
Note Holder (including any Servicer and the Trustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder
in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note
Holder to exercise such rights other than as described above; provided, 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 the Non-Lead Securitization
Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application
or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency
Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization
Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all
rights and taking any and all actions available to the Non-Lead Securitization Note Holder in connection with any case by or against
the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the
right to file and/or prosecute any claim,


 



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vote
to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage
Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders
hereby agree that, upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder shall execute,
acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as
the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment
and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance
with the Servicing Standard.


 


Section 11.          Representations of the Note Holders.
Each Note Holder represents and warrants that the execution, delivery and performance of this Agreement is within its corporate
powers, has been duly authorized by all necessary corporate action, and does not contravene such Note Holder’s charter or
any law or contractual restriction binding upon such Note Holder, and that this Agreement is the legal, valid and binding obligation
of such Note Holder enforceable against such Note Holder in accordance with its terms, except as such enforcement may be limited
by bankruptcy, insolvency, reorganization, moratorium or other 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. The Lead Securitization Note
Holder shall have no obligation whatsoever to offer to any Non-Lead Securitization Note Holder the opportunity to purchase a participation
interest in any future loans originated by the Lead Securitization Note Holder or its Affiliates and if the Lead Securitization
Note Holder chooses to offer to a Non-Lead Securitization Note Holder the opportunity to purchase a participation interest in any
future mortgage loans originated by the Lead Securitization Note Holder or its Affiliates, such offer shall be at such purchase
price and interest rate as such Lead Securitization Note Holder chooses, in its sole and absolute discretion. The Non-Lead Securitization
Note Holder shall have no obligation whatsoever to purchase from the Lead Securitization Note Holder a participation interest in
any future loans originated by the Lead Securitization Note Holder or its Affiliates.


 


Section 13.          Other Business Activities of the Note
Holders. Each Note Holder acknowledges that the other Note Holder or its Affiliates may make loans or otherwise extend


 



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


 


Section 14.          Sale of the Notes.


 


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


 


For the purposes of this Agreement,
if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder
from


 



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


 


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


 


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


 



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obligations
to such Note Pledgee pursuant to the applicable credit agreement between the pledging Note Holder and such Note Pledgee (which
notice need not be joined in or confirmed by the pledging Note Holder), and until such Redirection Notice is withdrawn or rescinded
by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Note Holder or Servicer would otherwise
be obligated to pay to the pledging Note Holder from time to time pursuant to this Agreement or the Lead Securitization Servicing
Agreement. Any pledging Note Holder hereby unconditionally and absolutely releases each other Note Holder and any Servicer from
any liability to the pledging Note Holder on account of such other Note Holder’s or Servicer’s compliance with any
Redirection Notice believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee. Note Pledgee shall
be permitted to exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee (and accept an assignment
in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Note Holders
and any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate
thereof which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer
in lieu of foreclosure), and its successor and assigns, as the successor to the pledging Note Holder’s rights, remedies
and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the
obligations of the pledging Note Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral
by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under
this Section 14(c) shall remain effective as to any Note Holder (and any Servicer) unless and until such Note Pledgee shall
have notified any such Note Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


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


 


(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


 



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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


Section 18.          Modifications. This Agreement shall
not be modified, cancelled or terminated except by an instrument in writing signed by each Note Holder. Additionally, for as long
as any Note is contained in a Securitization Trust, the Note Holders shall not amend or modify this Agreement without first receiving
a Rating Agency Confirmation; provided that no such confirmation from the Rating Agencies shall be required in connection
with a modification (i) to cure any ambiguity, to correct or supplement any provisions herein that may be defective or inconsistent
with any other provisions herein or with the Lead Securitization Servicing Agreement or, (ii) to make other provisions with respect
to matters or questions arising under this Agreement, which shall not be inconsistent with the provisions of this Agreement, (iii) if
and to the extent that it would be deemed given or not required pursuant to the definition of Rating Agency Confirmation in the
Lead Securitization Servicing Agreement and/or the Non-Lead Securitization Servicing Agreement, as applicable or (iv) in connection
with an amendment pursuant to Section 31 hereof.


 


Section 19.          Successors and Assigns; Third Party
Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors
and assigns. Except as provided herein, including without limitation, with respect to the Trustee, Certificate Administrator, Master
Servicer, Special Servicer, Non-Lead Master Servicer, Non-Lead Special Servicer, or Non-Lead Trustee, none of the provisions of
this


 



    39 


     

    

 


Agreement
shall be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 14 and Section 15, each Note
Holder may assign or delegate its rights or obligations under this Agreement. Upon any such assignment, the assignee shall be
entitled to all rights and benefits of the applicable Note Holder hereunder.


 


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


 


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


 


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


 


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


 


(b)          Each Note Holder (to the extent
it is not the same entity as the Lead Securitization Note Holder) shall and hereby agrees to indemnify the Lead Securitization
Note Holder against and hold the Lead Securitization Note Holder harmless from and against any Taxes, interest, penalties and attorneys’
fees and disbursements arising or resulting from any failure of the Lead Securitization Note Holder to withhold Taxes from payment
made to such Note Holder in reliance upon any representation, certificate, statement, document or instrument made or provided by
such Note Holder to the Lead Securitization Note Holder in connection


 



    40 


     

    

 


with
the obligation of the Lead Securitization Note Holder to withhold Taxes from payments made to such Note Holder, it being expressly
understood and agreed that (i) the Lead Securitization Note Holder shall be absolutely and unconditionally entitled to accept
any such representation, certificate, statement, document or instrument as being true and correct in all respects and to fully
rely thereon without any obligation or responsibility to investigate or to make any inquiries with respect to the accuracy, veracity,
correctness or validity of the same and (ii) such Note Holder, upon request of the Lead Securitization Note Holder and at
its sole cost and expense, shall defend any claim or action relating to the foregoing indemnification using counsel selected by
the Lead Securitization Note Holder.


 


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


 


Section 25.          Custody of Mortgage Loan Documents.
Prior to the Securitization Date, the originals of all of the Mortgage Loan Documents (other than Note A-2) will be held by the
Initial Agent on behalf of the registered holders of the Notes. On and after the Securitization Date but prior to the Note A-1
Securitization Date, the originals of all of the Mortgage Loan Documents (other than promissory notes unrelated to such Securitization)
shall be held in the name of the trustee (and held by a duly appointed custodian therefor) under the related Pooling and Servicing
Agreement, on behalf of the registered holders of the Notes. On and after the Note A-1 Securitization Date, the originals of all
of the Mortgage Loan Documents (other than the promissory notes unrelated to the Note A-1 Securitization) will be transferred to
and held in the


 



    41 


     

    

 


name
of the trustee (and held by a duly appointed custodian therefor) under the Note A-1 PSA, on behalf of the registered holders of
the Notes.


 


Section 26.          Cooperation in Securitization.


 


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


 



    42 


     

    

 


Securitization
Note Holder’s preparation of disclosure materials in connection with a Securitization.


 


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


 


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


 


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


 


Section 29.          Certain Matters Affecting
the Agent.


 


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


 


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


 


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


 


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


 


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


 



    43 


     

    

 


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


 


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


 


Section 30.          Resignation of Agent.


 


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


 


Section 31.          Resizing. Notwithstanding any other
provision of this Agreement, for so long as JPM or an affiliate thereof is the owner of a Non-Lead Securitization Note (each, an
“Owned Note”), such Initial Note Holder shall have the right, subject to the terms of the Mortgage Loan Documents,
to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in either case, “New Notes”)
reallocating the principal of the related Owned Note to such New Notes; or severing the related Owned Note into one or more further
“component” notes in the aggregate principal amount equal to the then outstanding principal balance of the Owned Note
provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than
the aggregate principal balance of the related Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted
average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu
basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement, (iv) the Initial Note
Holder holding the New Notes shall notify the Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate
Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments
and New Notes does not violate the Servicing Standard. To the extent that the Owned Note is Note A-2, the Initial Note A-2 Holder
shall be entitled to designate one of the New Notes to be treated as Note A-2 for purposes of determining the Controlling Note
Holder, Lead Securitization, Lead Securitization Note, Note A-2 PSA, Note A-2 Securitization and Note A-2 Securitization Date hereunder.
If the Lead Securitization Note Holder so requests, the Initial Note Holder holding the New Notes (and any subsequent holder of
such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except
for the foregoing


 



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reallocation
and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified
or amended without the consent of its holder and the consent of the holder of the other Note. 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
Initial Note Holder, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed
to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable,
solely for the purpose of reflecting such reallocation of principal. 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. Rating Agency Confirmation shall not be required
for any amendments to this Agreement required to facilitate the terms of this Section 31. The Initial Note Holder whose
Owned Note or New Note is being reallocated or split pursuant to this Section 31 shall reimburse the other Note Holders
for all costs and expenses incurred by the other Note Holders in connection with the reallocation or split.


 


[SIGNATURE PAGE FOLLOWS]








 



    45 


     

    

 


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


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









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



 




 


JPMCC 2016-JP2 – Center 21 Co-Lender
Agreement

 



     


     

    

 



EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	CIM/Oakland Center 21, LP
	Date of Mortgage Loan: 	June 24, 2016
	Date of Notes: 	June 24, 2016
	Original Principal Amount of Mortgage Loan:	$163,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$163,000,000
	Note A-1 Principal Balance:	$80,000,000
	Note A-2 Principal Balance:	$83,000,000
	Location of Mortgaged Property:	2150 Franklin St. & 2101 Webster St., Oakland CA  94612
	Initial Maturity Date:	July 1, 2026


 



    A-1 


     

    

 





EXHIBIT B


 


1.Initial Note A-1 Holder:


 


(Prior to Securitization of Note A-1): 


 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


200 Liberty Street 


New York, NY 10281 


Attention: Lisa Pauquette

Facsimile No.: (212) 504-6666


 



    B-1 


     

    

 





(Following Securitization of Note A-1):


 


		(i)	Depositor:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York 10179

Attention: Kunal K. Singh

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



 


		(ii)	Master Servicer:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086



550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: JPMCC 2016-JP2 Asset Manager

Telecopy number: (704) 715-0036


 


			with a copy to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW 30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Reference: JPMCC 2016-JP2



 


			with a copy to:



K&L Gates LLP

Hearst Tower

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190



 


		(iii)	Special Servicer:



LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, Esq., Steven A. Rivers, Esq. and Job Warshaw

Fax Number: (305) 695-5601



 



    B-2 


     

    

 


		(iv)	Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

CMBS Trustee – JPMCC 2016-JP2

Email: cmbstrustee@wilmingtontrust.com



 


		(v)	Certificate Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services — JPMCC 2016-JP2



 


		(vi)	Operating Advisor and Asset Representations Reviewer:



Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer

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



 



    B-3 


     

    

 





2.     Initial Note A-2 Holder:


 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


200 Liberty Street 


New York, NY 10281 


Attention: Lisa Pauquette

Facsimile No.: (212) 504-6666


 



    B-4 


     

    

 





EXHIBIT C



PERMITTED FUND MANAGERS


 


1. Apollo Global Real Estate 


2. Archon Capital, L.P. 


3. AREA Property Partners 


4. BlackRock, Inc. 


5. The Blackstone Group International Ltd. 


6. Capital Trust, Inc. 


7. Clarion Partners 


8. Colony Capital, Inc. 


9. DLJ Real Estate Capital Partners 


10. Eightfold Real Estate Capital, L.P. 


11. Fortress Investment Group LLC 


12. Garrison Investment Group 


13. Goldman, Sachs & Co. 


14. iStar Financial Inc. 


15. J.E. Roberts Companies 


16. Lend-Lease Real Estate Investments 


17. LoanCore Capital 


18. Lonestar Funds 


19. Praedium Group 


20. Raith Capital Partners, LLC 


21. Rialto Capital Management, LLC 


22. Rockpoint Group 


23. Starwood Capital/Starwood Financial Trust 


24. Torchlight Investors 


25. Walton Street Capital, LLC 


26. Westbrook Partners 


27. WestRiver Capital 


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


 



    C-1