execution
version


 










CITIGROUP
GLOBAL MARKETS REALTY CORP.,

Initial Note A-1A Holder


 


German
American Capital Corporation,

Initial Note A-1B Holder


 


Wells
Fargo Bank, National Association,

Initial Note A-1C Holder


 


CITIGROUP
GLOBAL MARKETS REALTY CORP.,

Initial Note A-1D Holder


 


German
American Capital Corporation,

Initial Note A-1E Holder


 


Wells
Fargo Bank, National Association,

Initial Note A-1F Holder


 


and


 


CITIGROUP
GLOBAL MARKETS REALTY CORP.,

Initial Note A-2A Holder


 


German
American Capital Corporation,

Initial Note A-2B Holder


 


Wells
Fargo Bank, National Association,

Initial Note A-2C Holder


 


CO-LENDER
AGREEMENT


 


Dated
as of February 6, 2016


 





 



 


Commercial
Mortgage Loan in the Principal Amount of $900,000,000

Secured by 225 Liberty Street, New York, New York


 






    	 



    	 



    

 


TABLE
OF CONTENTS


 





	 	 	Page
	 	 	 
	Section 1.	Definitions	4
	Section 2.	Servicing of the Mortgage
    Loan	21
	Section 3.	Priority of Payments	28
	Section 4.	Allocation of Expenses
    and Losses	30
	Section 5.	Workout	32
	Section 6.	Administration of the
Mortgage Loan	32
	Section 7.	Appointment of Controlling
    Note Holder Representative and Non-Controlling	 
	 	Note Holder Representative	36
	Section 8.	Appointment of Special
    Servicer	39
	Section 9.	Payment Procedure	40
	Section 10.	Limitation on Liability
of the Note Holders	41
	Section 11.	Bankruptcy	42
	Section 12.	Representations of the
Note Holders	42
	Section 13.	No Creation of a Partnership
or Exclusive Purchase Right	43
	Section 14.	Other Business Activities
of the Note Holders	43
	Section 15.	Sale of the Notes	43
	Section 16.	Registration of the
Notes and Each Note Holder	46
	Section 17.	Governing Law; Waiver
of Jury Trial	47
	Section 18.	Submission To Jurisdiction;
Waivers	47
	Section 19.	Modifications	48
	Section 20.	Successors and Assigns;
Third Party Beneficiaries	48
	Section 21.	Counterparts	48
	Section 22.	Captions	48
	Section 23.	Severability	48
	Section 24.	Entire Agreement	49
	Section 25.	Withholding Taxes	49
	Section 26.	Custody of Mortgage
Loan Documents	50
	Section 27.	Cooperation in Securitization	50
	Section 28.	Notices	51
	Section 29.	Broker	52
	Section 30.	Certain Matters Affecting
    the Agent	52
	Section 31.	Resignation of Agent	52
	Section 32.	Resizing	53




 






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EXHIBITS
AND SCHEDULES


	Exhibit
    No.	Exhibit
    Description
	A	Mortgage
    Loan Schedule
	B	Notices
	C	Permitted
    Fund Managers


	Schedule
    No.	Schedule
    Description
	I	Required
    Provisions of the Lead Securitization Servicing Agreement





 






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This
Co-Lender Agreement (this “Agreement”) is dated and effective as of February 6, 2016, between CITIGROUP
GLOBAL MARKETS REALTY CORP. (“CGMRC” and together with its successors and assigns in interest, in its
capacity as initial owner of Note A-1A described below, the “Initial Note A-1A Holder,” and in its
capacity as the initial agent, the “Initial Agent”), CGMRC (together with its successors and assigns in interest,
in its capacity as initial owner of Note A-1D described below, the “Initial Note A-1D Holder”), CGMRC
(together with its successors and assigns in interest, in its capacity as initial owner of Note A-2A described below, the
“Initial Note A-2A Holder”), German American Capital
Corporation (“GACC” and together with its successors and assigns in interest, in its capacity as
initial owner of Note A-1B described below, the “Initial Note A-1B Holder”), GACC (together with its
successors and assigns in interest, in its capacity as initial owner of Note A-1E described below, the “Initial Note
A-1E Holder”), GACC (together with its successors and assigns in interest, in its capacity as initial owner of Note
A-2B described below, the “Initial Note A-2B Holder”), Wells Fargo
Bank, National Association (“WFB” and together with its successors and assigns in interest, in its
capacity as initial owner of Note A-1C described below, the “Initial Note A-1C Holder”), WFB
(together with its successors and assigns in interest, in its capacity as initial owner of Note A-1F described below, the
“Initial Note A-1F Holder”), and WFB (together with its successors and assigns in interest, in its
capacity as initial owner of Note A-2C described below, the “Initial Note A-2C Holder”; the Initial
Note A-1A Holder, the Initial Note A-1B Holder, the Initial Note A-1C Holder, the Initial Note A-1D Holder, the Initial
Note A-1E Holder, the Initial Note A-1F Holder, the Initial Note A-2A Holder, the Initial Note A-2B Holder and the Initial
Note A-2C Holder are referred to collectively herein as the “Initial Note Holders”).


 


WITNESSETH:


 


WHEREAS,
pursuant to the Original Loan Agreement (as defined herein), CGMRC, GACC and WFB originated a certain loan (the “Mortgage
Loan”) described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”)
to the mortgage loan borrowers described on the Mortgage Loan Schedule (collectively, together with their respective successors
and permitted assigns, the “Mortgage Loan Borrower”), in the original principal amount of $900,000,000, which
was evidenced, inter alia, by three promissory notes, each dated as of January 22, 2016: (i) that certain Replacement,
Amended and Restated Promissory Note A-1 (the “Original Note A-1”), in the original principal amount of $360,000,000;
(ii) that certain Replacement, Amended and Restated Promissory Note A-2 (the “Original Note A-2”), in the original
principal amount of $270,000,000; and (iii) that certain Replacement, Amended and Restated Promissory Note A-3 (the “Original
Note A-3” and, together with the Original Note A-1 and the Original Note A-2, collectively, the “Original Notes”),
in the original principal amount of $270,000,000.


 


WHEREAS,
pursuant to that certain Note Splitter Agreement and Amendment to Loan Agreement and Other Loan Documents and that certain Second
Amendment to Loan Agreement and Other Loan Documents (as defined herein) executed by and between CGMRC, as lender, GACC, as lender,
WFB, as lender, and the Mortgage Loan Borrower, the Original Notes were split, severed and modified into the following nine separate
promissory notes with an


 






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aggregate principal balance equal to the principal balance of the Mortgage Loan: (i) that certain Replacement,
Third Amended and Restated Promissory Note A-1A dated as of February 22, 2016 (as such may be extended, renewed, replaced, restated
or modified from time to time, “Note A-1A”) in the principal amount as of the date hereof of $143,100,000;
(ii) that certain Replacement, Second Amended and Restated Promissory Note A-1B dated as of February 8, 2016 (as such may be extended,
renewed, replaced, restated or modified from time to time, “Note A-1B”) in the principal amount as of the date
hereof of $97,200,000; (iii) that certain Replacement, Second Amended and Restated Promissory Note A-1C dated as of February 8,
2016 (as such may be extended, renewed, replaced, restated or modified from time to time, “Note A-1C”) in the
principal amount as of the date hereof of $97,200,000; (iv) that certain Replacement, Amended and Restated Promissory Note A-1D
dated as of February 22, 2016 (as such may be extended, renewed, replaced, restated or modified from time to time, “Note
A-1D”) in the principal amount as of the date hereof of $40,500,000; (v) that certain Replacement Promissory Note A-1E
dated as of February 8, 2016 (as such may be extended, renewed, replaced, restated or modified from time to time, “Note
A-1E”) in the principal amount as of the date hereof of $40,500,000; (vi) that certain Replacement Promissory Note A-1F
dated as of February 8, 2016 (as such may be extended, renewed, replaced, restated or modified from time to time, “Note
A-1F”; and Note A-1A, Note A-1B, Note A-1C, Note A-1D, Note A-1E and Note A-1F are individually referred to as an “A-1
Note” or as a “Note A-1,” and collectively as “Note A-1” or the “A-1
Notes”) in the principal amount as of the date hereof of $40,500,000; (vii) that certain Replacement Promissory Note
A-2A dated as of February 8, 2016 (as such may be extended, renewed, replaced, restated or modified from time to time, “Note
A-2A”) in the principal amount as of the date hereof of $176,400,000; (viii) that certain Replacement Promissory Note
A-2B dated as of February 8, 2016 (as such may be extended, renewed, replaced, restated or modified from time to time, “Note
A-2B”) in the principal amount as of the date hereof of $132,300,000; and (ix) that certain Replacement Promissory Note
A-2C dated as of February 8, 2016 (as such may be extended, renewed, replaced, restated or modified from time to time, “Note
A-2C”); and Note A-2A, Note A-2B and Note A-2C are individually referred to as an “A-2 Note” or as
a “Note A-2,” and collectively as “Note A-2” or the “A-2 Notes”) in the
principal amount as of the date hereof of $132,300,000.


 


WHEREAS,
each of the A-1 Notes and the A-2 Notes, as such may be extended, renewed, replaced, restated or modified from time to time, is
referred to herein as a “Note” and, collectively, as the “Notes.”


 


WHEREAS,
payment of the Notes is secured by, among other things, those certain Mortgage, Assignment of Leases and Rents and Security Agreement,
each dated as of January 22, 2016 (as such may have been amended or restated to the date hereof and may hereafter be further amended,
restated, supplemented or otherwise modified from time to time, the “Mortgage”), encumbering the Mortgage Loan
Borrower’s leasehold interest in an office building (together with all improvements and fixtures thereon) (the “Mortgaged
Property”).


 


WHEREAS,
it is anticipated with respect to the Mortgage Loan that:


 


(a)          shortly
following the execution and delivery of this Agreement, CGMRC intends to transfer Note A-1A and Note A-2A, GACC intends to transfer


 






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Note A-1B and Note A-2B, and WFB intends to transfer Note A-1C and Note A-2C (such Notes collectively, the “Lead Securitization
Notes”) to Citigroup Commercial Mortgage Securities Inc. (together with its permitted successors and assigns, the “Depositor”)
pursuant to one or more mortgage loan purchase agreements between CGMRC, GACC and WFB, respectively, and the Depositor, and the
Depositor intends to transfer the Lead Securitization Notes to Wilmington Trust, National Association, as trustee (in such capacity,
together with its permitted successors and assigns, the “Trustee”) for a securitization (such securitization,
the “Lead Securitization”) involving the issuance of the 225 Liberty Street Trust 2016-225L, Commercial Mortgage
Pass-Through Certificates, Series 2016-225L, pursuant to a trust and servicing agreement dated as of February 6, 2016 (the “Lead
TSA”), between the Depositor, Wells Fargo Bank, National Association, as servicer (in such capacity, together with its
permitted successors and assigns, the “Master Servicer”), Trimont Real Estate Advisors, LLC, as special servicer
(in such capacity, together with its permitted successors and assigns, the “Special Servicer”), Citibank, N.A.,
as certificate administrator (in such capacity, together with its permitted successors and assigns, the “Certificate
Administrator”), and the Trustee and, upon such transfer, the Trustee, in its capacity as holder of Note A-1A, Note
A-1B, Note A-1C, Note A-2A, Note A-2B and Note A-2C together with its successors and assigns, will succeed to all of the rights
and obligations of the Initial Note A-1A Holder, the Initial Note A-1B Holder, the Initial Note A-1C Holder, the Initial A-2A
Holder, the Initial Note A-2B Holder and the Initial Note A-2C Holder;


 


(b)          the
Initial Note A-1D Holder may contribute Note A-1D, whether in its current form or as multiple replacement promissory notes, into
one or more securitization transactions;


 


(c)          the
Initial Note A-1E Holder may contribute Note A-1E, whether in its current form or as multiple replacement promissory notes, into
one or more securitization transactions;


 


(d)          the
Initial Note A-1F Holder may contribute Note A-1F, whether in its current form or as multiple replacement promissory notes, into
one or more securitization transactions;


 


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


 


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


 






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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
respective meanings ascribed to such terms or any one or more analogous terms 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.


 


“Accepted
Servicing Practices” shall have the meaning set forth in the Lead Securitization Servicing Agreement. Accepted Servicing
Practices 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 (taking into account the extent to which the Junior Notes
are junior to the Senior Notes).


 


“Advance”
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 assign or delegate its duties hereunder, and after
the Lead Securitization Date shall mean the Master Servicer.


 


“Agent
Office” shall mean the designated office of the Agent, which office at the date of this Agreement is the office of the
Initial Note A-1A Holder listed on Exhibit B hereto, and, after the Lead Securitization Date, shall be the Master Servicer.
The Agent Office 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.


 


“A-1
Note” or “Senior Note” shall mean any of Note A-1A, Note A-1B, Note A-1C, Note A-1D, Note A-1E or
Note A-1F.


 


“A-2
Note” or “Junior Note” shall mean any of Note A-2A, Note A-2B or Note A-2C.


 


“Advance
Interest Rate” shall have the meaning set forth in the Lead Securitization Servicing Agreement.


 


“Agreement”
shall mean this Co-Lender Agreement, any exhibits and schedules hereto and all amendments hereof and thereof and supplements hereto
and thereto.


 


“Appraisal
Reduction Amount” shall have the meaning set forth in the Lead Securitization Servicing Agreement. Any Appraisal Reduction
Amount shall be allocated first to


 






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the A-2 Notes on a Pro Rata and Pari Passu Basis up to the Note A-2 Principal Balance with
any remainder being allocated to the A-1 Notes on a Pro Rata and Pari Passu Basis.


 


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


 


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


 


“Available
Remittance Amount” shall mean, with respect to any Remittance Date, an amount equal to: the aggregate amount of 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 Scheduled
Interest Payments, the Balloon Payment, Liquidation Proceeds (other than any Repurchase Price paid by a Loan Seller), proceeds
under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance
Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released
to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents), but excluding (x) all amounts
for required reserves or escrows required by the Mortgage Loan Documents to be held as reserves or escrows or received as reimbursements
on account of recoveries in respect of property protection expenses or Property Protection Advances and Administrative Advances
then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement which shall
be applied to the extent set forth in, and in accordance with the terms of, the Mortgage Loan Documents; (y) all amounts required
to be returned to the Mortgage Loan Borrower pursuant to the terms of the Mortgage Loan Documents or applicable law, and (z) all
amounts that are then due, payable or reimbursable to any Servicer with respect to the Mortgage Loan pursuant to the Lead Securitization
Servicing Agreement and any other additional compensation payable to it thereunder (including, without limitation, any
Trust Fund Expenses relating to the Mortgage Loan (but subject to Section 4(d) hereof) reimbursable to, or payable by,
such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Default Interest and late payment charges (to the
extent provided in Section 4(c) hereof), but excluding from this clause (y) any P&I Advances (and interest thereon)
on the Lead Securitization Notes, which shall be reimbursed in accordance with Section 2 hereof), which shall be payable
in accordance with the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 






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“CDO
Asset Manager” with respect to any Securitization Vehicle that is a CDO, 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).


 


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


 


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


 


“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.


 


“Commission”
shall have the meaning assigned to such term in Section 2(c)(ix).


 


“Companion
Loan Rating Agency Confirmation” 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 15(d).


 


“Conduit
Credit Enhancer” shall have the meaning assigned to such term in Section 15(d).


 


“Conduit
Inventory Loan” shall have the meaning assigned to such term in Section 15(d).


 


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


 


“Controlling
Note Holder” shall mean, as of any date of determination, the Note A-1A Holder, provided, that if the Mortgage
Loan Borrower or any Mortgage Loan Borrower Related Party owns any interest in Note A-1A, then the Note A-1A Holder shall not
qualify as the Controlling Note Holder, in which case no party shall qualify as Controlling Note Holder. In the event that the
Note held by the Controlling Note Holder pursuant to this definition is held by more than one Person, the Holder(s) of at least
a 51% interest therein may act as the Controlling Note Holder hereunder.


 


“Controlling
Note Holder Representative” shall have the meaning assigned to such term in Section 7(a).


 






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


 


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


 


“Default
Rate” shall have the meaning assigned to such term in the Loan Agreement.


 


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


 


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


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


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


 


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


 


“Indemnified
Items” shall have the meaning assigned to such term in Section 2(b).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Initial
Note Holders” shall have the meaning assigned to such term in the recitals.


 


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


 


“Interest
Period” shall have the meaning assigned to such term in the Loan Agreement.


 


“Interest
Rate” shall have the meaning assigned to such term in the Loan Agreement.


 


“Intervening
Trust Vehicle” with respect to any Securitization Vehicle that is a CDO, 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 CDO.


 


“Junior
Note” or “A-2 Note” shall mean any of Note A-2A, Note A-2B or Note A-2C.


 


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


 


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


 


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


 


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


 






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


 


“Lead
Securitization Servicing Agreement” shall mean the Lead TSA; provided, that 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 third paragraph of Section 2(a).


 


“Lead
Securitization Subordinate Class Representative” shall mean the “Controlling Class Representative” (or any
term substantially similar thereto) as defined in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


“Loan
Agreement” shall mean the Original Loan Agreement, as amended by the Note Splitter Agreement and Amendment to Loan Agreement
and Other Loan Documents, and as further amended by the Second Amendment to Loan Agreement and Other Loan Documents, and as the
same may be further amended, restated, supplemented or otherwise modified from time to time, subject to the terms hereof.


 


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


 


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


 


“Monthly
Payment Date” shall mean the 6th day of every calendar month occurring during the term of the Loan Agreement or, if
the 6th day is not a Business Day (as defined in the Loan Agreement), then the immediately preceding Business Day (as defined
in the Loan Agreement).


 


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


 


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


 


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


 


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


 






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“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 14.


 


“Mortgage
Loan Documents” shall mean, with respect to the Mortgage Loan, the 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 32.


 


“Non-Controlling
Note” shall mean (a) in the event that Note A-1B is no longer an asset of the Lead Securitization Trust, Note A-1B,
(b) in the event that Note A-1C is no longer an asset of the Lead Securitization Trust, Note A-1C, (c) Note A-1D, (d) Note A-1E,
(e) Note A-1F, (f) in the event that Note A-2A is no longer an asset of the Lead Securitization Trust, Note A-2A, (g) in the event
that Note A-2B is no longer an asset of the Lead Securitization Trust, Note A-2B, and (h) in the event that Note A-2C is no longer
an asset of the Lead Securitization Trust, Note A-2C.


 


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


 


“Non-Controlling
Note Holder Representative” shall have the meaning assigned to such term in Section 7(c).


 


“Non-Exempt
Person” shall mean any Person other than a Person who is either (i) a U.S. Person or (ii) has on file with the Agent
for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which,
pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such
Person, (B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit any 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 party acting as “asset representations reviewer” (within
the meaning of Item 1101(m) of Regulation AB) under any Non-Lead Securitization Servicing Agreement.


 


“Non-Lead
Certificate Administrator” shall mean the applicable “certificate administrator” under any Non-Lead Securitization
Servicing Agreement.


 






    	10



    	 



    

 


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


 


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


 


“Non-Lead
Securitization” shall mean any of the Note A-1D Securitization, the Note A-1E Securitization or the Note A-1F Securitization.


 


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


 


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


 


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


 


“Non-Lead
Securitization Servicing Agreement” shall mean from and after the date any Non-Lead Securitization Note is included
in a Non-Lead Securitization, the servicing agreement, trust and servicing agreement or pooling and servicing agreement entered
into in connection with such Non-Lead Securitization.


 


“Non-Lead
Securitization Trust” shall mean the applicable Securitization Trust that holds any Non-Lead Securitization Note.


 


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


 


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


 


“Non-Securitizing
Note Holder” shall mean, with respect to a Securitization, each Note Holder other than a Securitizing Note Holder with
respect to such Securitization.


 


“Note
A-1” or “Senior Note” shall mean any of Note A-1A, Note A-1B, Note A-1C, Note A-1D, Note A-1E and
Note A-1F.


 


“Note
A-1 Holder(s)” shall mean individually or collectively, as the context may require, the Note A-1A Holder, the Note A-1B
Holder, the Note A-1C Holder, the Note A-1D Holder, the Note A-1E Holder and/or the Note A-1F Holder.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note
A-1D PSA” shall mean the pooling and servicing agreement entered into in connection with each Note A-1D Securitization.


 


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


 


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


 


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


 






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


 


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


 


“Note
A-1E PSA” shall mean the pooling and servicing agreement entered into in connection with each Note A-1E Securitization.


 


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


 


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


 


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


 


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


 


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


 


“Note
A-1F PSA” shall mean the pooling and servicing agreement entered into in connection with each Note A-1F Securitization.


 


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


 


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


 


“Note
A-2” shall have the meaning assigned thereto in the recitals.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Note
Pledgee” shall have the meaning assigned to such term in Section 15(c).


 


“Note
Register” shall have the meaning assigned to such term in Section 16.


 


“Note
Splitter Agreement and Amendment to Loan Agreement and Other Loan Documents” shall mean the Note Splitter Agreement
and Amendment to Loan Agreement and Other Loan Documents, dated as of February 8, 2016, by and among CGMRC, GACC, WFB and the
Mortgage Loan Borrower.


 


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


 


“Original
Consolidated Note” shall have the meaning assigned to such term in the recitals.


 


“Original
Loan Agreement” shall mean the Loan Agreement, dated as of January 22, 2016, between the Mortgage Loan Borrower, as
Borrower, Citigroup Global Markets Realty Corp., as Lender, German American Capital Corporation, as Lender, and Wells Fargo Bank,
National Association, as Lender, as the same may be further amended, restated, supplemented or otherwise modified from time to
time, subject to the terms hereof.


 


“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: (i) with respect to the Note A-1 Holders, (a) with respect to the Note A-1A Holder, a fraction,
expressed as a percentage, the numerator of which is the Note A-1A Principal Balance and the denominator of which is the sum of
the Note A-1A Principal Balance, the Note A-1B Principal Balance, the Note A-1C Principal Balance, the Note A-1D Principal Balance,
the Note A-1E Principal Balance and the Note A-1F Principal


 






    	14



    	 



    

 


Balance, (b) with respect to the Note A-1B Holder, a fraction, expressed
as a percentage, the numerator of which is the aggregate Note A-1B Principal Balance and the denominator of which is the sum of
the Note A-1A Principal Balance, the Note A-1B Principal Balance, the Note A-1C Principal Balance, the Note A-1D Principal Balance,
the Note A-1E Principal Balance and the Note A-1F Principal Balance, (c) with respect to the Note A-1C Holder, a fraction, expressed
as a percentage, the numerator of which is the Note A-1C Principal Balance and the denominator of which is the sum of the Note
A-1A Principal Balance, the Note A-1B Principal Balance, the Note A-1C Principal Balance, the Note A-1D Principal Balance, the
Note A-1E Principal Balance and the Note A-1F Principal Balance, (d) with respect to the Note A-1D Holder, a fraction, expressed
as a percentage, the numerator of which is the Note A-1D Principal Balance and the denominator of which is the sum of the Note
A-1A Principal Balance, the Note A-1B Principal Balance, the Note A-1C Principal Balance, the Note A-1D Principal Balance, the
Note A-1E Principal Balance and the Note A-1F Principal Balance, (e) with respect to the Note A-1E Holder, a fraction, expressed
as a percentage, the numerator of which is the Note A-1E Principal Balance and the denominator of which is the sum of the Note
A-1A Principal Balance, the Note A-1B Principal Balance, the Note A-1C Principal Balance, the Note A-1D Principal Balance, the
Note A-1E Principal Balance and the Note A-1F Principal Balance, and (f) with respect to the Note A-1F Holder, a fraction, expressed
as a percentage, the numerator of which is the Note A-1F Principal Balance and the denominator of which is the sum of the Note
A-1A Principal Balance, the Note A-1B Principal Balance, the Note A-1C Principal Balance, the Note A-1D Principal Balance, the
Note A-1E Principal Balance and the Note A-1F Principal Balance; and (ii) with respect to the Note A-2 Holders, (a) with respect
to the Note A-2A Holders, a fraction, expressed as a percentage, the numerator of which is the Note A-2A Principal Balance and
the denominator of which is the sum of the Note A-2A Principal Balance, the Note A-2B Principal Balance and the Note A-2C Principal
Balance, (b) with respect to the Note A-2B Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-2B
Principal Balance and the denominator of which is the sum of the Note A-2A Principal Balance, the Note A-2B Principal Balance
and the Note A-2C Principal Balance, and (c) with respect to the Note A-2C Holders, a fraction, expressed as a percentage, the
numerator of which is the Note A-2C Principal Balance and the denominator of which is the sum of the Note A-2A Principal Balance,
the Note A-2B Principal Balance and the Note A-2C 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 15(c).


 


“Prepayment
Fee” shall have the meaning assigned to such term in the Loan Agreement.


 


“Pro
Rata and Pari Passu Basis” or “Pro Rata Share” shall mean (i) with respect to any A-1 Note or any
Note A-1 Holders, the allocation of any particular payment, collection, cost,


 






    	15



    	 



    

 


expense, liability or other amount between such
A-1 Notes or such Note A-1 Holders, as the case may be, without any priority of any such A-1 Note or any such Note A-1 Holder
over another such A-1 Note or Note A-1 Holder, as the case may be, and in any event such that each such A-1 Note or Note A-1 Holder,
as the case may be, is allocated its respective Percentage Interest of such particular payment, collection, cost, expense, liability
or other amount, and (ii) with respect to any A-2 Note or any Note A-2 Holders, the allocation of any particular payment, collection,
cost, expense, liability or other amount between such A-2 Notes or such Note A-2 Holders, as the case may be, without any priority
of any such A-2 Note or any such Note A-2 Holder over another such A-2 Note or Note A-2 Holder, as the case may be, and in any
event such that each such A-2 Note or Note A-2 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 by, Controlling or under common Control with, or any of, the Initial Note Holders, or


 


(b)          the
trustee on behalf of the trust certificates issued pursuant to a master trust agreement involving a CDO comprised of, or other
securitization vehicle involving, assets deposited or transferred by a Note Holder and/or one or more Affiliates (whether with
assets from others or not), provided that the securities issued in connection with such CDO or other securitization vehicle
are rated 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 (“CDO”)
secured by, or (c) a financing through an “owner trust” of, a Note or any interest therein (any of the foregoing,
a “Securitization Vehicle”), provided that (1) one or more classes of securities issued by such Securitization
Vehicle is initially rated at least investment grade by each of the Rating Agencies that assigned a rating to one or more classes
of securities issued in connection with that Securitization (it being


 






    	16



    	 



    

 


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 or Companion Loan Rating Agency
Confirmation, as applicable, will not be required in connection with a transfer of such Note or any interest therein to such Securitization
Vehicle); or (2) in the case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle
has a Required Special Servicer Rating or is otherwise subject to Rating Agency Confirmations or Companion Loan Rating Agency
Confirmations, as applicable, from the Rating Agencies rating each Securitization (such entity, an “Approved Servicer”)
and such Approved Servicer is required to service and administer such Note or any interest therein in accordance with servicing
arrangements for the asset or assets held by the Securitization Vehicle which require that such Approved Servicer act in accordance
with a servicing standard notwithstanding any contrary direction or instruction from any other Person; or (3) in the case of a
Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered
and managed by a CDO Asset Manager which is a Qualified Institutional Lender, are each a Qualified Institutional Lender under
clauses (i), (ii), (iv) or (v) of this definition, or


 


(iv)        an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $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), (iii), (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 that is Controlled by any of the entities described in clause (c)(i), (ii), (iv)(B) or (v) of this definition or that is
the subject of a Rating Agency 


 






    	17



    	 



    

 


Confirmation
or Companion Loan Rating Agency Confirmation, as applicable, as a Qualified Institutional Lender for purposes of this
Agreement from each of the Rating Agencies engaged to rate the securities issued by each Securitization Trust.


 


“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 then rated in one of top three rating categories of each of the applicable
Rating Agencies (or, if not rated by an applicable Rating Agency, an equivalent (or higher) rating from any two of Fitch, Moody’s
and S&P).


 


“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 engaged by any Note Holder to rate the securities issued in connection with the
Securitization of the related Note; provided, that, at any time during which one or more of the Notes 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 related
Notes.


 


“Rating
Agency Confirmation” shall mean (i) prior to a Securitization, with respect to any matter, that each applicable Rating
Agency shall have confirmed in writing (which may be in electronic form) 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 ratings assigned
by such Rating Agency to any securities issued in connection with any Securitization; provided, however, that a
written waiver or other acknowledgment or course of conduct 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 (ii) after a Securitization, the meaning given thereto or to any analogous
term in the Lead Securitization Servicing Agreement including any deemed Rating Agency Confirmation.


 


“Redirection
Notice” shall have the meaning assigned to such term in Section 15(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, and subject to such clarification and interpretation as have been or may hereafter
be from time to time provided by the Commission or by the staff of the Commission, in each case as effective from time to time
as of the compliance dates specified therein.


 


“REMIC”
shall have the meaning assigned to such term in Section 6(d).


 






    	18



    	 



    

 


“Remittance
Date” shall have the meaning assigned to such term in the Lead Securitization Agreement.


 


“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, such special servicer is currently acting
as special servicer on a deal or transaction-level basis for all or a significant portion of the related mortgage loans in one
or more other commercial mortgage-backed securitizations, and Morningstar has not, with respect to any such other transactions,
qualified, downgraded or withdrawn its rating or ratings on one or more classes of securities issued in such transactions, (v)
in the case of DBRS, that such special servicer is acting as special servicer in a commercial mortgage loan securitization that
was rated by DBRS within the twelve (12) month period prior to the date of determination 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 special servicer of such commercial mortgage securities as a material
reason for such downgrade or withdrawal, and (vi) 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.


 


“Senior
Note” or “A-1 Note” shall mean any of Note A-1A, Note A-1B, Note A-1C, Note A-1D, Note A-1E or Note
A-1F.


 


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


 


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


 


“Second
Amendment to Loan Agreement and Other Loan Documents” shall mean the Second Amendment to Loan Agreement and Other Loan
Documents, dated as of February 22, 2016, by and among CGMRC, GACC, WFB and the Mortgage Loan Borrower.


 


“Section
13” shall mean the section of the Lead Securitization Servicing Agreement that relates to the Depositor’s reporting
obligations under the Exchange Act and/or the Securities Act.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Special
Loan Event of Default” shall mean (a) a monetary Event of Default, (b) a non-monetary Event of Default with respect
to which (i) the repayment of the Mortgage Loan is accelerated, or (ii) the Mortgage Loan becomes a Specially Serviced Mortgage
Loan, (c) any Mortgaged Property becomes REO Property, or (d) an Event of Default which occurs due to an insolvency proceeding
with respect to or against the Borrower.


 


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


 


“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 15.


 


“Trust
Fund Expense” shall have the meaning set forth in the Lead Securitization Servicing Agreement.


 


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


 


“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


 






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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).


 


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


 


Section
2.          Servicing of the Mortgage Loan.


 


(a)          Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and
after the Lead Securitization Date by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement and
the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly
payments of principal or interest in respect of any Note other than the Lead Securitization Notes if such principal or interest
is not paid by the Mortgage Loan Borrower but shall be obligated to make certain Property Protection Advances, subject to the
terms of the Lead Securitization Servicing Agreement (including, without limitation, any provisions governing the determination
of non-recoverability of Advances). The Lead Securitization Servicing Agreement 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 any Securitization Trust, (ii) required by law or changes in any law, rule or regulation or (iii)
generally required by the Rating Agencies in connection with the issuance of ratings in securitizations similar to the Securitizations.
Each Note Holder acknowledges that any other Note A-1 Holder may elect, in its sole discretion, to include its Note in a Securitization
and agrees that it will, subject to Section 27, reasonably cooperate with such other Note A-1 Holder, at such other Note
A-1 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 and the Trustee under the Lead Securitization
Servicing Agreement by the Depositor and the appointment of the 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 Holders set forth herein and in the Lead Securitization Servicing Agreement).
In no event shall the Lead Securitization Servicing Agreement require any Servicer to enforce the rights of any Note Holder against
any other Note Holder or limit any 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 Accepted Servicing Practices, the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement, this
Agreement, any Mezzanine Intercreditor


 






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Agreement and applicable law (including the REMIC Provisions), and shall not take any action
or refrain from taking any action or follow any direction inconsistent with the foregoing.


 


Upon
the Note A-1A Securitization, any proceeds received from the sale of the primary servicing rights with respect to the Mortgage
Loan shall be remitted, promptly upon receipt thereof, to the Initial Note Holders on a Pro Rata and Pari Passu Basis. Any proceeds
received by any Initial Note Holder from the master servicing rights with respect to its Note shall be for its own account. The
Initial Note Holders shall jointly agree on the “primary servicing fee rate” applicable to the Mortgage Loan that
is permitted to be netted from payments of interest on each Remittance Date to each Non-Lead Securitization Note Holder.


 


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 and the servicer(s) to be appointed
under such replacement servicing agreement would not otherwise meet the conditions to be a servicer under the Lead Securitization
Servicing Agreement that is being replaced, then a Companion Loan Rating Agency Confirmation shall have been obtained from each
Rating Agency with respect to the securities issued in connection with such Securitization for such Non-Lead Securitization Note;
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 applicable 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. The Note Holders acknowledge that at any time that the Mortgage Loan
is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Master Servicer shall have no further
obligation to make P&I Advances with respect to the Mortgage Loan.


 


(b)          The
Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee or Special Servicer,
to the extent provided in the Lead Securitization Servicing Agreement): (i) shall be required to make Property Protection Advances
on the Mortgage Loan, subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, and (ii) may be
required to make P&I Advances solely on the Lead Securitization Notes, subject to the terms of the Lead Securitization Servicing
Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement
for a Property Protection Advance, first from funds on deposit in the Collection Account that (in any case) represent amounts
received on or in respect of the A-2 Notes, second from funds on deposit in the Collection Account that (in any case) represent
amounts received on or in respect of the A-1 Notes, and then, in the case of Nonrecoverable Property Protection Advances,
if such funds on deposit in the Collection Account are insufficient, to the extent of a Non-Lead Securitization Note’s Pro
Rata Share of such


 






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Nonrecoverable Advances, from general collections of such Non-Lead Securitization. The Master Servicer, the
Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement for interest on a Property Protection Advance
(including any Nonrecoverable Advance) in the manner and from the sources provided in the Lead Securitization Servicing Agreement.
Notwithstanding the foregoing, to the extent funds on deposit in the Collection Account are insufficient to reimburse the Master
Servicer, the Special Servicer or the Trustee for a Nonrecoverable Property Protection Advance or any interest on a Property Protection
Advance (including any Nonrecoverable Advance), each Non-Lead Securitization Note Holder (including any Securitization Trust into
which such Non-Lead Securitization Note is deposited) shall be required to, promptly following notice from the Master Servicer,
reimburse the Lead Securitization for its Pro Rata Share of such Nonrecoverable Advance or interest thereon.


 


In
addition, any 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 or Special Servicer,
reimburse the Lead Securitization for such Non-Lead Securitization Note Holder’s Pro Rata Share of any Trust Fund Expenses
or other fees, costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan and the Mortgaged
Property as to which the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Depositor, as
applicable, is entitled to be reimbursed pursuant to the Lead Securitization Servicing Agreement (other than P&I Advances
and interest thereon), to the extent amounts on deposit in the Collection Account are insufficient for reimbursement of such amounts.
Each Non-Lead Securitization Note Holder agrees to indemnify (as and to the same extent the Lead Securitization Trust is required
to indemnify each of the following parties 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 and the Trustee (if
and to the extent it has responsibilities with respect to the Non-Lead Securitization Notes) (and any director, officer, employee
or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Lead Securitization
Servicing Agreement) (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 servicing
and administration of the Mortgage Loan and the Mortgaged Property under the Lead Securitization Servicing Agreement (collectively,
the “Indemnified Items”) to the extent of its Pro Rata Share of such Indemnified Items, and to the extent amounts
on deposit in the Collection Account are insufficient for reimbursement of such amounts, each Non-Lead Securitization Note Holder
shall be required to, promptly following notice from the Master Servicer or Special Servicer, reimburse each of the applicable
Indemnified Parties for its Pro Rata Share of the insufficiency (including, if the Non-Lead Securitization Note has been included
in a Non-Lead Securitization, from general collections or any other amounts of the related Non-Lead Securitization).


 


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, the Lead Securitization Servicing Agreement and this


 






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Agreement. The Master Servicer, the Special Servicer
and the Trustee, as applicable, shall be entitled to make their own recoverability determination with respect to a P&I Advance
to be made on the Lead Securitization Notes based on the information that they have on hand and in accordance with the Lead Securitization
Servicing Agreement. Any Non-Lead Master Servicer, Non-Lead Special Servicer or 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 (2) business days of making such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable
(with respect to the Lead Securitization Notes) 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 Property Protection Advance would be non-recoverable or
an outstanding Property Protection 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 the 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 one (1) business day of making such determination.
P&I Advances with respect to any Note are reimbursable solely out of collections allocable to such Note in accordance with
this Agreement, and shall not be reimbursed or paid, as the case may be, out of collections allocable to any other Note in accordance
with this Agreement. Each of the Master Servicer and the Trustee, any Non-Lead Master Servicer and any Non-Lead Trustee, as applicable,
shall only be entitled to reimbursement for interest on a P&I Advance, in each case subject to the terms of the Lead Securitization
Servicing Agreement, first from the Collection Account from amounts allocable to the A-2 Notes, as and to the extent provided
in the Lead Securitization Servicing Agreement, second from the Collection Account from amounts allocable to the A-1 Note
for which such P&I Advance was made, and then, if funds are insufficient, in the case of a P&I Advance on a Non-Lead
Securitization Note that has been determined to be non-recoverable, from general collections of the related Securitization Trust,
as and to the extent provided in the related Non-Lead Securitization Servicing Agreement.


 


(c)          The
Lead Securitization Note Holder agrees that it shall cause the Lead Securitization Servicing Agreement to have such additional
provisions as are set forth in Schedule I hereto (and to the extent such following provisions are not included in the Lead Securitization
Servicing Agreement, they shall be deemed incorporated therein and made a part thereof):


 






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(d)          Each
Non-Lead Securitization Note Holder, if its Non-Lead Securitization Note is included in a Securitization, agrees that it shall
cause the applicable Non-Lead Securitization Servicing Agreement to provide as follows (and to the extent such following provisions
are not included in the Non-Lead Securitization Servicing Agreement, they shall be deemed incorporated therein and made a part
thereof):


 


(i)          such
Non-Lead Securitization Note Holder shall be responsible for its Pro Rata Share of any Nonrecoverable Property Protection Advances
(and advance interest thereon) and any Trust Fund Expenses but only to the extent 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 the subject Note are insufficient
to cover such Property Protection Advances or Trust Fund Expenses, (A) 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 Property Protection Advances (together with advance
interest thereon) and/or other Trust Fund Expenses (including compensation due to the Master Servicer and the Special Servicer
to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property), and (B) if the 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 account, 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, the Special Servicer or the Trustee, reimburse the Lead Securitization
Trust out of general funds in the collection account (or equivalent account) established under the related Non-Lead Securitization
Servicing Agreement for such Non-Lead Securitization Note Holder’s pro rata share of any such Nonrecoverable Property Protection
Advances (together with advance interest thereon) and/or 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 pursuant to the terms of the Lead Securitization Servicing Agreement and, in the case of the
Lead Securitization Trust, to the extent of any Trust Fund Expenses with respect to the Mortgage Loan) by the Non-Lead Securitization
Trust, against any of the Indemnified Items to the extent of its Pro Rata Share of such Indemnified Items, and to the extent amounts
on deposit in the Collection Account 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 such Non-Lead Securitization


 






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Note’s 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;


 


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


 


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


 


(e)          Each
Initial Note Holder shall:


 


(i)          give
each other Note Holder and the parties to any previously executed Securitization Servicing Agreement notice of any impending Securitization
of such Note Holder’s Note in writing (which may be by email) not less than three (3) Business Days prior to the applicable
closing date for such Securitization, together with contact information for each of the parties to the related proposed Securitization
Servicing Agreement; and


 


(ii)        upon
request, send a copy (in EDGAR-compatible format) of the Lead Securitization Servicing Agreement to each other Note Holder and
the parties to any Non-Lead Securitization Servicing Agreement (that are not also party to the Lead Securitization Servicing Agreement).


 


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


 






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this Agreement or the Lead Securitization Servicing Agreement
by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered
to the related Non-Lead Master Servicer and the related Non-Lead Special Servicer (who then may forward such items to the party
entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and,
when so delivered to such Non-Lead Master Servicer and such Non-Lead Special Servicer, the Lead Securitization Note Holder (or
the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with
respect to such items hereunder or under the Lead Securitization Servicing Agreement.


 


(g)          In
addition to the foregoing, each Non-Lead Securitization Servicing Agreement 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 trust fund formed pursuant to such Non-Lead Securitization Servicing Agreement, (ii) required
by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the related Securitization.
Each Non-Lead Securitization Note Holder shall have the right to and shall designate the Non-Lead Master Servicer and Non-Lead
Special Servicer with respect to the Securitization related to its Note, subject to the provisions of the Lead Securitization
Servicing Agreement. Without limiting the generality of any provision set forth above, for purposes of the Mortgage Loan, each
Non-Lead Securitization Servicing Agreement shall contain (a) provisions requiring the related Non-Lead Master Servicer and the
related Non-Lead 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 similar in
all material respects to or materially consistent with those set forth in the Lead Securitization Servicing Agreement with respect
to indemnification of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee
under the Lead Securitization Servicing Agreement (and any director, officer, employee or agent of any of the foregoing, to the
extent such parties are identified as Indemnified Parties in the Lead Securitization Servicing Agreement) 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 the Mortgaged Property to the same extent that
the Lead Securitization Servicing Agreement indemnifies the Indemnified Parties against the Indemnified Items; provided,
that (A) this statement shall not be construed to prohibit differences in timing, terminology, allocation of ministerial duties
between multiple servicers or other service providers or certificateholder or investor voting thresholds, or to prohibit or restrict
additional rating agency communication and confirmation requirements, in each case to the extent not specifically covered herein;
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.


 


(h)          Each
Non-Lead Securitization Note Holder shall give each of the parties to the Lead Securitization Servicing Agreement notice of the
Securitization of the related Non-Lead Securitization Note in writing (which may be by e-mail) prior to the applicable securitization
date. Such notice shall contain contact information for each of the parties to the related Non-Lead Securitization Servicing Agreement.
In addition, after the applicable


 






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securitization date, each Non-Lead Securitization Note Holder shall send a copy of the related
Non-Lead Securitization Servicing Agreement to each of the parties to the Lead Securitization Servicing Agreement.


 


(i)          The
Lead Securitization Note Holder shall cause the Lead Securitization Servicing Agreement to contain provisions requiring the Master
Servicer to deliver to any Non-Lead Master Servicer, any Non-Lead Special Servicer and any Non-Lead Trustee a statement of any
Appraisal Reduction Amount promptly following the calculation thereof. Any Appraisal Reduction Amount shall be allocated first
to the A-2 Notes on a Pro Rata and Pari Passu Basis up to the Note A-2 Principal Balance with any remainder being allocated to
the A-1 Notes on a Pro Rata and Pari Passu Basis.


 


Section
3.          Priority of Payments.


 


Each
A-1 Note shall be of equal priority, and no portion of any A-1 Note shall have priority or preference over any portion of any
other A-1 Note or security therefor. Each A-2 Note shall be of equal priority, and no portion of any A-2 Note shall have priority
or preference over any portion of any other A-2 Note or security therefor. The A-2 Notes and the rights of the Note A-2 Holders
to receive payments of interest, principal and other amounts with respect to the A-2 Notes shall at all times be junior, subject
and subordinate to the A-1 Notes and the right of the Note A-1 Holders to receive payments of interest, principal and other amounts
with respect to the A-1 Notes. The Note Holders hereby agree that, for as long as the Mortgage Loan is outstanding, the Available
Remittance Amount shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes in the following order
of priority and at such times as are set forth in the Lead Securitization Servicing Agreement:


 


(i)          first,
(A) first, to the Note A-1 Holders, as applicable, up to the amount of any Nonrecoverable Property Protection Advances or Nonrecoverable
Administrative Advances that remain unreimbursed (together with interest thereon at the applicable Advance Interest Rate) (B)
second, to the Note A-1 Holders, as applicable, on a pro rata and pari passu basis in accordance with the relative
principal balance of such A-1 Notes, the amount of any nonrecoverable advances of principal and interest on the A-1 Notes (together
with interest thereon at the applicable advance interest rate), and (C) third, to the Note A-2 Holders, as applicable, the amount
of any Nonrecoverable Monthly Payment Advances on the A-2 Notes, each that remain unreimbursed (together with interest thereon
at the Advance Interest Rate);


 


(ii)        second,
to the Note A-1 Holders, on a pro rata and pari passu basis (based on their respective entitlements in accordance
with this clause), up to the amount of any unreimbursed costs and expenses paid on behalf of the Note A-1 Holders with respect
to the Mortgage Loan pursuant to, and reimbursable pursuant to, this Agreement or the Lead Securitization Servicing Agreement
(to the extent not reimbursed pursuant to clause first above);


 


(iii)       third,
to the Note A-1 Holders with respect to the A-1 Notes, on a Pro Rata and Pari Passu Basis, in each case in an amount equal to
the accrued and unpaid


 






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interest (through the end of the then most recently ended Interest Period) on the Note A-1A Principal Balance,
the Note A-1B Principal Balance, the Note A-1C Principal Balance, the Note A-1D Principal Balance, the Note A-1E Principal Balance
and the Note A-1F Principal Balance, as applicable, at the related Interest Rate in effect as of the date hereof, net of the applicable
Servicing Fee Rate, until all such interest is paid in full;


 


(iv)        fourth,
to the Note A-2 Holders, as applicable, on a pro rata and pari passu basis (based on their respective entitlements
in accordance with this clause), up to the amount of any unreimbursed costs and expenses paid on behalf of the Note A-2 Holders
with respect to the Mortgage Loan pursuant to, and reimbursable pursuant to, the Lead Securitization Servicing Agreement or this
Agreement (to the extent not reimbursed pursuant to clause first above);


 


(v)          fifth,
to the Note A-2 Holders with respect to the A-2 Notes, on a Pro Rata and Pari Passu Basis, in each case in an amount equal to
the accrued and unpaid interest (through the end of the then most recently ended Interest Period) on the Note A-2A Principal Balance,
the Note A-2B Principal Balance and the Note A-2C Principal Balance, as applicable, at the related Interest Rate in effect as
of the date hereof, net of the applicable Servicing Fee Rate, until all such interest is paid in full;


 


(vi)        sixth,
to the Note A-1 Holders with respect to the A-1 Notes, (i) at any time that no Special Loan Event of Default has occurred
and is continuing, in an amount equal to all payments and prepayments of principal of the Mortgage Loan, on a Pro Rata and Pari
Passu Basis, in an amount equal to the Note A-1A Principal Balance, the Note A-1B Principal Balance, the Note A-1C Principal Balance,
the Note A-1D Principal Balance, the Note A-1E Principal Balance and the Note A-1F Principal Balance, until such time as the Note
A-1A Principal Balance, the Note A-1B Principal Balance, the Note A-1C Principal Balance, the Note A-1D Principal Balance, the
Note A-1E Principal Balance and the Note A-1F Principal Balance have been reduced to zero, and (ii) at any time that a Special
Loan Event of Default has occurred and is continuing, on a Pro Rata and Pari Passu Basis, in an amount equal to the Note A-1A
Principal Balance, the Note A-1B Principal Balance, the Note A-1C Principal Balance, the Note A-1D Principal Balance, the Note
A-1E Principal Balance and the Note A-1F Principal Balance, until such time as the Note A-1A Principal Balance, the Note A-1B
Principal Balance, the Note A-1C Principal Balance, the Note A-1D Principal Balance, the Note A-1E Principal Balance and the Note
A-1F Principal Balance have been reduced to zero;


 


(vii)       seventh,
to the Note A-2 Holders with respect to the A-2 Notes, (i) at any time that no Special Loan Event of Default has occurred
and is continuing, in an amount equal to all payments and prepayments of principal of the Mortgage Loan (exclusive of any portion
thereof applied pursuant to subclause (i) of clause sixth above), on a Pro Rata and Pari Passu Basis, in an amount equal to the
Note A-2A Principal Balance, the Note A-2B Principal Balance and the Note A-2C Principal Balance, until such time as the Note
A-2A Principal Balance, the Note A-2B Principal Balance and the Note A-2C Principal Balance have been reduced to zero, and (ii)
at any time that a Special Loan Event of Default has occurred and is continuing, on a Pro Rata and Pari Passu Basis, in


 






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an amount
equal to the Note A-2A Principal Balance, the Note A-2B Principal Balance and the Note A-2C Principal Balance, until such time
as the Note A-2A Principal Balance, the Note A-2B Principal Balance and the Note A-2C Principal Balance have been reduced to zero;


 


(viii)      eighth,
to the Note A-1 Holders with respect to the A-1 Notes, on a Pro Rata and Pari Passu Basis, any Prepayment Fee due in accordance
with the Loan Documents in connection with a payment or prepayment on the A-1 Notes, to the extent actually paid;


 


(ix)        ninth,
to the Note A-1 Holders with respect to the A-1 Notes, on a Pro Rata and Pari Passu Basis, any late payment charges or interest
at the Default Rate due in respect of the A-1 Notes in accordance with the Loan Documents (after application as provided in Section
4(c) and in the Lead Securitization Servicing Agreement), until all such amounts are paid;


 


(x)          tenth,
to the Note A-2 Holders with respect to the A-2 Notes, on a Pro Rata and Pari Passu Basis, any Prepayment Fee due in accordance
with the Loan Documents in connection with a payment or prepayment on the A-2 Notes, to the extent actually paid


 


(xi)        eleventh,
to the Note A-2 Holders with respect to the A-2 Notes, on a Pro Rata and Pari Passu Basis, any late payment charges or interest
at the Default Rate due in respect of the A-2 Notes in accordance with the Loan Documents (after application as provided in Section
4(c) and in the Lead Securitization Servicing Agreement), until all such amounts are paid; and


 


(xii)       twelfth,
to the Note Holders, any remaining amounts to be allocated between the Note Holders on a Pro Rata and Pari Passu Basis;


 


provided
that, to the extent required under the REMIC Provisions, payments or proceeds received with respect to any partial release of
any portion of the Mortgaged Property (including pursuant to a condemnation) at a time when the loan-to-value ratio of
the Mortgage Loan (or any portion thereof that is included in a REMIC) (as determined in accordance with applicable REMIC
requirements) exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property or
going concern value) shall be allocated to reduce the principal balance of the A-1 Notes and the A-2 Notes, in that order, in
the manner permitted by such REMIC Provisions.


 


Notwithstanding
the foregoing, the amount of any remittance under this Section 3 to a particular Lender may be subject to reduction in
accordance with the allocation of an expense or loss in accordance with, and in the order of priority set forth in, Section
4 hereof.


 


Section
4.          Allocation of Expenses and Losses.


 






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(a)          All
expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal
or interest, Property Protection Advances, interest on Advances, Special Servicing Fees, Liquidation Fees and Workout Fees shall,
to the extent not paid by the Borrowers, be allocated (subject to the next paragraph): first, to the A-2 Notes on a Pro
Rata and Pari Passu Basis and, second, to the A-1 Notes on a Pro Rata and Pari Passu Basis. Expenses or losses allocated
to a particular Note shall be applied, first, to reduce principal distributions otherwise payable thereon, second,
to reduce interest distributions otherwise payable thereon and, third, to reduce any other distributions otherwise payable
thereon. Each of the Note Holders hereby authorizes the withdrawals, for the payment of costs, expenses and losses relating to
the Mortgage Loan and/or the Mortgaged Property, contemplated to be made pursuant to the Lead Securitization Servicing Agreement
and this Section 4, in each case, to be deducted from amounts (including principal and interest distributions) that are otherwise
payable to such Note Holder pursuant to Section 3.


 


(b)          Notwithstanding
the foregoing, P&I Advances with respect to any Note are reimbursable solely out of collections allocable to such Note in
accordance with this Agreement, and shall not be reimbursed or paid, as the case may be, out of collections allocable to any other
Note in accordance with this Agreement.


 


If
any cost or expense (including any reimbursement of Property Protection Advances) is paid out of amounts otherwise payable to
any Note A-1 Holder with respect to its respective A-1 Note because of insufficient collections on the A-2 Notes being available
to pay such cost or expense, and if amounts are subsequently collected with respect to the A-2 Notes from which such cost or expense
would have been paid had it remained outstanding, then such A-1 Noteholder will be entitled to reimbursement for such cost or
expense pursuant to Section 3(i).


 


(c)          For
clarification purposes, Default Interest and late payment charges paid on each Note shall be applied (i) first, to pay
the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Property Protection Advances and reimbursement
of any Property Protection Advances in accordance with the terms of the Lead Securitization Servicing Agreement, (ii) second,
to pay the Servicer, Trustee, a Non-Lead Master Servicer or a Non-Lead Trustee, for any interest accrued on any related 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), (iii) third, to pay Trust Fund Expenses (including
interest on Administrative Advances but not including 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 (iv) fourth, (a) in
the case of the remaining amount of Default Interest and late payment charges allocable to the Lead Securitization Notes, be paid
to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization
Servicing Agreement and (b) in the case of the remaining amount of Default Interest and late payment charges allocable to a Non-Lead
Securitization Note, be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Holder
and (y) following the securitization of such Note, to the


 






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Master Servicer and/or the Special Servicer as additional servicing
compensation as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


In
connection with the foregoing, the Note Holders agree that, to the extent consistent with Accepted Servicing Practices (taking
into account the extent to which the A-2 Notes are junior to the A-1 Notes): (x) no waiver, reduction or deferral of any particular
amounts due on any of the A-1 Notes (except for REMIC or grantor trust expenses, if applicable) shall be effected prior to the
waiver, reduction or deferral of the entire corresponding item in respect of the A-2 Notes; and (y) no reduction of the Interest
Rate of any of the A-1 Notes shall be effected prior to the reduction of the Interest Rate of the A-2 Notes, to the fullest extent
possible. Notwithstanding anything contained herein to the contrary, any of the actions referred to in the immediately preceding
clauses (x) and (y) shall be effected (a) as among the A-1 Notes and the Note A-1 Holders, on a Pro Rata and Pari
Passu Basis, (b) as among the A-2 Notes and the Note A-2 Holders, on a Pro Rata and Pari Passu Basis, in each case as regards
the economic effects thereto.


 


Section
6.          Administration of the Mortgage Loan.


 


(a)          Subject
to this Agreement (including but not limited to Section 6(c)) 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,


 






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including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents
or consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call
or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and no Non-Lead
Securitization Note Holder shall have any voting, consent or other rights whatsoever except as explicitly set forth herein with
respect to the Lead Securitization Note Holder’s administration of, or exercise of its rights and remedies with respect
to, the Mortgage Loan. Subject to this Agreement and the Lead Securitization Servicing Agreement, no Non-Lead Securitization Note
Holder shall have any right to, and each Non-Lead Securitization Note Holder hereby presently and irrevocably assigns and conveys
to the Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead
Securitization Note Holder) the rights, if any, that such Note Holder has to, (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, the Certificate
Administrator or the Trustee acting on behalf of the Lead Securitization Note Holder) shall not have any fiduciary duty to any
Non-Lead Securitization Note Holder in connection with the administration of the Mortgage Loan or the Mortgaged Property (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 Accepted Servicing Practices (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, subject to the terms and conditions of, and in the manner set forth in, the Lead
Securitization Servicing Agreement. Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Special Servicer
acting on behalf of the Lead Securitization Note Holder) shall not be permitted to sell the Mortgage Loan without the written
consent of each Non-Lead Securitization Note Holder (provided, that such consent shall not be required if such holder is a Borrower
or an Affiliate of a 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 material amendments to such bid packages) received by the Special
Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent
Appraisal for the Mortgage Loan, and any documents in the servicing file reasonably requested by such Non-Lead Securitization
Note Holder that are material to determining the price of the Mortgage Loan; and (d) until the sale is completed, and a reasonable
period of time (but no less time than is afforded to other offerors) prior to the proposed sale date, all information and other
documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special
Servicer in connection with the proposed sale; provided, however, that any Non-Lead Securitization Note Holder may
waive as to itself any of the


 






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delivery or timing requirements set forth in this sentence. Subject to the foregoing, each of the
Controlling Note Holder, the Controlling Note Holder Representative, the Non-Controlling Note Holders and the Non-Controlling
Note Holder Representatives shall be permitted to submit an offer at any sale of the Mortgage Loan, unless such person is a Borrower
or an affiliate of a Borrower.


 


Each
Non-Lead Securitization Note Holder hereby appoints the Lead Securitization Note Holder as its agent, and grants to the Lead Securitization
Note Holder an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting
offers for and consummating the sale of its Note. Each Non-Lead Securitization Holder further agrees that, upon the request of
the Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall execute and deliver to or at the direction
of the 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 any Non-Lead Securitization Note, and the obligations of any Non-Lead
Securitization Note Holder to execute and deliver instruments or deliver the related Non-Lead Securitization Note upon request
of the Lead Securitization Note Holder, shall terminate and cease to be of any further force or effect upon the date, if any,
upon which the Lead Securitization Notes are repurchased by the initial holders of such Lead Securitization Notes that sold such
Lead Securitization Notes into the Lead Securitization from the Lead Securitization Trust in connection with a material breach
of representation or warranty made by such Person with respect to such Lead Securitization Notes or material document defect with
respect to the documents delivered by such Person with respect to the Lead Securitization Notes upon the consummation of the Lead
Securitization. The preceding sentence shall not be construed to grant to any Non-Lead Securitization Note Holder the benefit
of any representation or warranty made by the initial holders of the Lead Securitization Notes that sold such Lead Securitization
Notes into the Lead Securitization or any document delivery obligation imposed on such Persons 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 and the Mortgaged Property 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 Accepted Servicing
Practices, taking into account the interests of each Note Holder and the extent to which the Junior Notes are junior to the Senior


 






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Notes. The Note Holders agree to be bound by the terms of the Lead Securitization Servicing Agreement. All rights and obligations
of the Lead Securitization Note Holder described hereunder may be exercised by the Master Servicer, the Special Servicer, the
Certificate Administrator or the Trustee on behalf of the Lead Securitization Note Holder. The Lead Securitization Servicing Agreement
shall not be amended in any manner that may adversely affect any Non-Lead Securitization Note Holder in its capacity as Non-Lead
Securitization Note Holder without such Non-Lead Securitization Note Holder’s prior written consent. Each Non-Lead Securitization
Note Holder (unless it is the same Person as or an Affiliate of the Mortgage Loan Borrower) shall be a third-party beneficiary
to the Lead Securitization Servicing Agreement with respect to its rights as specifically provided for therein.


 


(c)        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
Subordinate Class Representative pursuant to the Lead Securitization Servicing Agreement with respect to any Major Decisions or
the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, to each Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative), within the same time frame it is required to provide to the Lead
Securitization Subordinate Class Representative (for this purpose, without regard to whether such items are actually required
to be provided to the Lead Securitization Subordinate Class Representative under the Lead Securitization Servicing Agreement due
to the expiration of the Control Period or the Consultation Period or any effectively equivalent period) and (ii) prior to a Consultation
Termination Event, to consult with each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) on a strictly
non-binding basis, to the extent having received such notices, information and reports, such Non-Controlling Note Holder (or its
Non-Controlling Note Holder Representative) requests consultation with respect to any such Major Decisions on the Mortgage Loan
if and for so long as it is a Specially Serviced Mortgage Loan or the implementation of any recommended actions outlined in an
Asset Status Report relating to the Mortgage Loan if it is a Specially Serviced 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 (or, in connection with a leasing matter, five (5) Business Days, or in connection
with an Acceptable Insurance Default, thirty (30) 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 Subordinate Class Representative, the Lead Securitization Note Holder (or the Master Servicer or the
Special Servicer acting on its behalf) shall no longer be obligated to consult with such Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) (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 (or, in connection with a leasing matter, five (5) Business Day period, or in connection with
an Acceptable Insurance Default, thirty (30) day period) shall be deemed to begin anew from the date of such proposal and delivery
of all information relating thereto).


 






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Notwithstanding the consultation rights of each Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization Note Holder (or Master Servicer
or Special Servicer, acting on its behalf) may implement 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 (or, in connection with a leasing matter, five (5) Business
Day period, or in connection with an Acceptable Insurance Default, thirty (30) 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 (as a collective whole). 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 any Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative).


 


In
addition to the consultation rights of each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) provided
in the immediately preceding paragraph, during any period when the Mortgage Loan is a Specially Serviced Mortgage Loan, each Non-Controlling
Note Holder shall have the right to 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.


 


(d)          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.
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.


 


Section
7.          Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative.


 


(a)          The
Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights
and obligations with respect to the


 






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Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling
Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling
Note Holder Representative. 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 telecopy 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
telecopy numbers). The Controlling Note Holder shall promptly deliver such information to any Servicer. None of the Servicers
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. So long as a Control Period is in effect pursuant to the terms of the Lead Securitization
Servicing Agreement, the Controlling Note Holder Representative shall be the Lead Securitization Subordinate Class Representative.


 


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


 






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neither the Controlling Note Holder Representative nor the Controlling Note Holder will be deemed to have
been negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded
any exercise of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed
to give any consent, solely in the interests of any Note Holder.


 


(c)          Each
Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its
rights and obligations with respect to the Mortgage Loan (a “Non-Controlling Note Holder Representative”).
All of the provisions relating to Controlling Note Holder and the Controlling Note Holder Representative set forth in Section
6(a) (except those contained in the last sentence thereof) and Section 6(b) shall apply to each Non-Controlling Note Holder and
any related Non-Controlling Note Holder Representative mutatis mutandis. The Non-Controlling Note Holder Representative
with respect to each Non-Controlling Note, as of the date of this Agreement and until the Lead Securitization Note Holder (and
the Master Servicer and the Special Servicer) is notified otherwise, shall be the related Initial Note Holder. The Non-Controlling
Note Holder shall provide notice of its identity and contact information (including any change thereof) to the Trustee, Certificate
Administrator, the Master Servicer and the Special Servicer under the Lead Securitization; provided, that each Initial Note Holder
shall be deemed to have provided such notice on the date hereof. The Trustee, Certificate Administrator, the Master Servicer and
the Special Servicer under the Lead Securitization shall be entitled to conclusively rely on such identity and contact information
received by it and shall not be liable in respect of any deliveries hereunder sent in reliance thereon.


 


(d)          The
Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Controlling Note Holder hereunder and
the rights and powers granted to the “Subordinate Class Representative,” “Controlling Class Representative”
or similar party under, and as defined in, the Lead Securitization Servicing Agreement with respect to the Mortgage Loan. In addition,
except as set forth below (i) the Master Servicer shall not be permitted to implement any Major Decision unless it has obtained
the prior written consent of the Special Servicer and (ii) the Special Servicer shall not be permitted to consent to the Master
Servicer’s implementing any Major Decision nor will the Special Servicer itself be permitted to implement any Major Decision
not otherwise covered by an approved Asset Status Report as to which, during a Control Period and if the Mortgage Loan is a Specially
Serviced Mortgage Loan, the Controlling Note Holder has objected in writing within ten (10) Business Days (or, in connection with
a leasing matter, five (5) Business Days, or in connection with an Acceptable Insurance Default, thirty (30) days) 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.
If the Mortgage Loan is a Specially Serviced Mortgage Loan, 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.


 






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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 (or, in connection with a leasing matter, five (5) Business Days, or in connection with an Acceptable
Insurance Default, thirty (30) days) after delivery to the Controlling Note Holder by the Special 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 (OR, IN CONNECTION WITH A LEASING MATTER, FIVE (5) BUSINESS DAYS, OR IN CONNECTION WITH AN ACCEPTABLE
INSURANCE DEFAULT, THIRTY (30) 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, in connection with a leasing matter, five (5) Business Day
period, or in connection with an Acceptable Insurance Default, thirty (30) day 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 (or its Controlling
Note Holder Representative), the Master Servicer or the Special Servicer, as the case may be, may take any such action without
waiting for the Controlling Note Holder’s response.


 


No
objection, direction, consent or advice contemplated by the preceding paragraphs of this Section 7(d) or elsewhere in this Agreement
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 or the Master Servicer
or Special Servicer’s obligation to act in accordance with Accepted Servicing Practices.


 


Section
8.          Appointment of Special Servicer.


 


(a)          Subject
to the conditions and requirements set forth in the Lead Securitization Servicing Agreement, the Controlling Note Holder (or its
Controlling Note Holder Representative) shall have the right at any time and from time to time, with or without cause, to replace
the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu thereof.
Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as Special
Servicer shall be made by delivering to the other Note 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) and


 






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delivering to each Non-Lead Securitization
Note Holder a Companion Loan Rating Agency Confirmation with respect to any rated securities issued in a Non-Lead Securitization,
in each case if applicable. The Controlling Note Holder shall be solely responsible for any expenses incurred in connection with
any such replacement. 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 8. If the Controlling
Note Holder has not appointed a Special Servicer with respect to the Mortgage Loan as of the consummation of the securitization
under the Lead Securitization Servicing Agreement, then the initial Special Servicer designated in the Lead Securitization Servicing
Agreement shall serve as the initial Special Servicer but this shall not limit the right of the Controlling Note Holder (or its
Controlling Note Holder Representative) to designate a replacement Special Servicer for the Mortgage Loan as aforesaid. If a Servicer
Termination Event on the part of the Special Servicer has occurred that affects a Non-Controlling Note Holder, such Non-Controlling
Note Holder shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization
Trust, the Controlling Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement (or at
any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the successor
servicing agreement pursuant to which the Mortgage Loan is being serviced) pursuant to and in accordance with the terms of the
Lead Securitization Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead
Securitization Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage Loan is being serviced).
The Controlling Note Holder and the Non-Controlling Note Holders acknowledge and agree that any successor special servicer appointed
to replace the Special Servicer 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 Holders, as a collective whole, shall be responsible for reimbursing the Trustee’s
or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable time by the terminated
special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in
the Collection Account under the Lead Securitization Servicing Agreement, in the event the Special Servicer is terminated for
cause at a Non-Controlling Note Holder’s direction.


 


Section
9.          Payment Procedure.


 


(a)          The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the
Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection
Account pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or
the Master Servicer acting on its behalf) shall deposit such amounts to the applicable account within one Business Day of receipt
of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf)
from or on behalf of the Mortgage Loan Borrower. The Lead Securitization Servicing Agreement shall provide that all amounts on
deposit in the Collection Account on a Remittance Date allocable under this Agreement to a Non-Lead Securitization Note Holder
shall be


 






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deposited or credited on the Remittance Date for such Non-Lead Securitization by wire transfer of immediately available
funds to an account specified by such Non-Lead Securitization Note Holder.


 


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


 


(d)          Each
Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan
in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this
Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset
any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments
due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations
under this Section 7 constitute absolute, unconditional and continuing obligations.


 


Section
10.          Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any 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 any Servicer and the Trustee will be
subject to the provisions of the Lead Securitization Servicing Agreement regarding liability.


 


The
Note Holders acknowledge that, subject to the obligation of any Servicer and the Trustee to comply with, and except as otherwise
required by, Accepted Servicing Practices, 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


 






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Securitization Servicing Agreement
in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note
Holder (including any Servicer and the Trustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder
in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note
Holder to exercise such rights other than as described above; provided, that each Servicer must act in accordance with
Accepted Servicing Practices.


 


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


 


Section
12.          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


 






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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
13.          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 any 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 the Lead Securitization Note Holder
chooses, in its sole and absolute discretion. No Non-Lead Securitization Note Holder shall have any 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
14.          Other Business Activities of the Note Holders. Each
Note Holder acknowledges that each other Note Holder or its Affiliates may make loans or otherwise extend credit to, and
generally engage in any kind of business with, the Mortgage Loan Borrower or any Affiliate thereof, any entity that is a
holder of debt secured by direct or indirect ownership interests in the Mortgage Loan Borrower or any entity that is a holder
of a preferred equity interest in the Mortgage Loan Borrower (each, a “Mortgage Loan Borrower Related
Party”), and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower Related Parties
and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the
transactions contemplated hereby were not in effect.


 


Section
15.          Sale of the Notes.


 


(a)          Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise
dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender.
Promptly after the Transfer, any non-transferring Note Holders shall be provided with (x) a representation from a transferee or
the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer
in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in
Section 16. 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 (a) obtain the consent of each non-transferring Note


 






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Holder and (b) if any such
non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation or Companion
Loan Rating Agency Confirmation, as applicable, from each of the applicable engaged Rating Agencies for such Securitization Trust.
Notwithstanding the foregoing, without each non-transferring Note Holder’s prior consent (which will not be unreasonably
withheld), and, if any non-transferring Note Holder’s Note is held in a Securitization Trust, without a Rating Agency Confirmation
or Companion Loan Rating Agency Confirmation, as applicable, from each of the applicable engaged Rating Agencies for such Securitization
Trust, 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 shall pay the expenses of any non-transferring
Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to
obtaining Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, in connection with any such
Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of any
other Note Holder or of any other Person, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None
of the provisions of this Section 15(a) shall apply in the case of (1) a sale of a Lead Securitization Note together with
all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement
or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement,
of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability
or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member
limited liability companies or limited partnerships, by the Lead Securitization Trust.


 


(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 applicable Rating Agency (or, if not rated by an applicable Rating Agency, an equivalent (or
higher) rating from any two of Fitch, Moody’s and S&P) (a “Note Pledgee”), on terms and conditions
set forth in this Section 15(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


 






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Institutional Lender may not take
title to the pledged Note without a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable. Upon
written notice by the applicable Note Holder to each other Note Holder and any Servicer that a Pledge has been effected (including
the name and address of the applicable Note Pledgee), 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 each other Note Holder hereunder, but such
Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of
this Agreement shall be effective against such Note Pledgee without the written consent of such Note Pledgee, which consent shall
not be unreasonably withheld, conditioned or delayed; (iv) that such other Note Holder shall give to such Note Pledgee copies
of any notice of default under this Agreement simultaneously with the giving of same to the pledging Note Holder; (v) that such
other Note Holder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided
that any such certificate(s) shall be in a form reasonably satisfactory to such other Note Holder; and (vi) that, upon written
notice (a “Redirection Notice”) to each other Note Holder and any Servicer by such Note Pledgee that the pledging
Note Holder is in default, beyond any applicable cure periods, under the pledging Note Holder’s obligations to such Note
Pledgee pursuant to the applicable credit agreement between the pledging Note Holder and such Note Pledgee (which notice need
not be joined in or confirmed by the pledging Note Holder), and until such Redirection Notice is withdrawn or rescinded by such
Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Note Holder or Servicer would otherwise be obligated
to pay to the pledging Note Holder from time to time pursuant to this Agreement or the Lead Securitization Servicing Agreement.
Any pledging Note Holder hereby unconditionally and absolutely releases each other Note Holder and any Servicer from any liability
to the pledging Note Holder on account of such other Note Holder’s or Servicer’s compliance with any Redirection Notice
believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to
exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee (and accept an assignment in lieu
of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Note Holders and
any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate thereof
which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in
lieu of foreclosure), and its successor and assigns, as the successor to the pledging Note Holder’s rights, remedies and
obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations
of the pledging Note Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such
Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section
15(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.


 






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


 


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


 


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


 


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


 


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


 


(v)         Unless
the Conduit is in fact then a Qualified Institutional Lender, the Conduit will not without obtaining a Rating Agency Confirmation
or Companion Loan Rating Agency Confirmation, as applicable, 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
16.          Registration of the Notes and Each Note Holder. The
Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”) for the registration
and transfer of the Notes. The Agent shall serve as the initial note registrar and the Agent hereby accepts such appointment.
The names and addresses of the holders of the Notes and the names and addresses of any transferee of any Note of which the
Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in this Section
16, shall be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and
treated as the sole owner and holder thereof for all purposes of this Agreement. Upon request of a Note Holder, the Agent
shall provide such party with the names and addresses of each other Note Holder. 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 16
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


 






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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 15, 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 15 and this Section
16. 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 each other Note Holder against
any liability that may result if the transfer is not made in accordance with the provisions of this Agreement.


 


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


 


Section
18.          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


 






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(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
19.          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 obtaining a
Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, from each Rating Agency then rating
any securities of any Securitization (subject to the provisions of each Securitization Servicing Agreement addressing
non-responsive Rating Agencies); provided that no such Rating Agency Confirmation or Companion Loan Rating Agency
Confirmation, as applicable, 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.


 


Section
20.          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 and Special Servicer and any Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee, none of the
provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto. Subject to Section
15 and Section 16, 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
21.          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
22.           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
23.            Severability. Wherever possible, each
provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid under applicable laws, such provision shall be ineffective to
the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Agreement.


 






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


 


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


 


(c)          Each
Non-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 Non-Lead Securitization
Note Holder shall deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory to the Lead
Securitization Note Holder substantiating that such Non-Lead Securitization Note Holder is not a Non-Exempt Person and that the
Lead Securitization Note


 






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


 


Section
26.          Custody of Mortgage Loan Documents. Prior to the Lead
Securitization Date, the originals of all of the Mortgage Loan Documents (other than the Non-Lead Securitization Notes) will
be held by the Initial Agent on behalf of the registered holders of the Notes. On and after the Lead Securitization Date, the
originals of all of the Mortgage Loan Documents (other than the Non-Lead Securitization Notes) shall be held in the name of
the Trustee (and held by a duly appointed custodian therefor) under the Lead Securitization Servicing Agreement, on behalf of
the registered holders of the Notes. On and after the Note A-1D Securitization Date, Note A-1D shall be held in the name of
the trustee (and held by a duly appointed custodian therefor) under the Note A-1D PSA, on behalf of the Note A-1D Holder. On
and after the Note A-1E Securitization Date, Note A-1E shall be held in the name of the trustee (and held by a duly appointed
custodian therefor) under the Note A-1E PSA, on behalf of the Note A-1E Holder. On and after the Note A-1F Securitization
Date, Note A-1F shall be held in the name of the trustee (and held by a duly appointed custodian therefor) under the Note
A-1F PSA, on behalf of the Note A-1F Holder.


 


Section
27.          Cooperation in Securitization.


 


(a)          Each
Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization and subject to the terms of the preceding sentence, at the request of the related Securitizing Note Holder,
each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy,
and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards
to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating
Agencies or applicable law in connection with such Securitization, including, entering into (or consenting to, as applicable)
any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note


 






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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
required by applicable law or reasonably requested by the Rating Agencies or prospective investors to effect such Securitization;
provided, however, that no Non-Securitizing Note Holder shall be required to modify or amend this Agreement or any
Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment
would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments to, such Non-Securitizing
Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing
Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note
Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such
Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate,
and such Non-Securitizing Note Holder shall, at such Securitizing Note Holder’s expense, cooperate with the reasonable requests
of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation,
reasonably cooperating with such Securitizing Note Holder (without any obligation to make additional representations and warranties)
to enable such Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary
securities law opinions) in connection with the Mortgage Loan and such Securitization), as well as in connection with all other
matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any
information relating to such Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection
with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing
Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating
Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder.


 


(b)          The
holder of any Note that will, upon Securitization, be a Lead Securitization Note shall give each of the other Note Holders and
parties to any Non-Lead Securitization Servicing Agreement (that are not also parties to the proposed Lead Securitization Servicing
Agreement) notice of the Securitization of the Lead Securitization Note in writing (which may be by e-mail) not less than 5 business
days prior to the applicable pricing date for the Securitization of such Note. Such notice shall contain contact information for
each of the parties to the proposed Lead Securitization Servicing Agreement. In addition, notwithstanding anything to the contrary
herein, the holder of any Note that will, upon Securitization, be a Lead Securitization Note shall send each distributed draft
of the proposed Lead Securitization Servicing Agreement to each of the other Note Holders and parties to any Non-Lead Securitization
Servicing Agreement (that are not also parties to the proposed Lead Securitization Servicing Agreement) and shall send copies
of the offering documents (prior to printing or filing thereof) related to the Securitization of such Note to each of the other
Note Holders and the Non-Lead Securitization Note Holders shall have a reasonable opportunity to comment thereon.


 


Section
28.          Notices. All notices required hereunder shall be given
by (i) facsimile transmission (during business hours) if the sender on the same day sends a


 






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confirming copy of such notice by
reputable overnight delivery service (charges prepaid), (ii) reputable overnight delivery service (charges prepaid) or (iii)
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
29.          Broker. Each Note Holder represents to each other that
no broker was responsible for bringing about this transaction.


 


Section
30.          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 15 and Section 16;


 


(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 16;


 


(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
31.          Resignation of Agent. 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. CGMRC, as Initial Agent, may transfer
its rights and obligations


 






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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 CGMRC 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
32.          Resizing. Notwithstanding any other provision of this Agreement, for so long as CGMRC, GACC or WFB or
any affiliate of CGMRC, GACC or WFB (an “Initial Holder”) is the owner of each Non-Lead Securitization
Note (each, an “Owned Note”), such Initial 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 an Owned Note to such New Notes; or severing an
Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then
outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New
Notes following such amendments is no greater than the aggregate principal of such 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 New 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 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 Accepted
Servicing Practices. If the Lead Securitization Note Holder so requests, the Initial Holder holding the New Notes (and any
subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New
Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead
Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent
of its holder and the consent of the holder of each 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 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 this
Agreement, including exercising the rights of the Non-Controlling Note Holder hereunder, the holders of such New Notes shall
designate one party to deal with Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on
its behalf) and provide written notice of such designation to the Lead Securitization
Note Holder (and the Master Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such designation
and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its


 






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behalf) shall be
entitled to treat the last party as to which it has received written notice as having been designated as the Note A-1D Holder,
as the Note A-1D Holder, to treat the last party as to which it has received written notice as having been designated as the Note
A-1E Holder, as the Note A-1E Holder, and to treat the last party as to which it has received written notice as having been designated
as the Note A-1F Holder, as the Note A-1F Holder, for all purposes of this Agreement.


 


[SIGNATURE
PAGE FOLLOWS]


 






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


	 	 	 
	 	CITIGROUP GLOBAL MARKETS REALTY CORP.,
as Initial Note A-1A Holder and Initial Agent
	 	 	 
	 	By:	/s/ Richard W. Simpson
	 	 	Name: Richard W. Simpson
	 	 	Title:   Authorized Signatory









 


Co-Lender
Agreement – 225 Liberty Street


 






    	 



    	 



    







 

	 	 	 
	 	German
American Capital Corporation, as Initial Note A-1B Holder
	 	 	 
	 	By:	/s/ Matt Smith
	 	 	Name: Matt Smith
	 	 	Title:   Director
	 	 	 
	 	By:	/s/ Helaine Kaplan
	 	 	Name: Helaine Kaplan
	 	 	Title:   Managing Director



 


Co-Lender
Agreement – 225 Liberty Street


 









    	 



    	 



    

 





	 	 	 
	 	Wells
Fargo Bank, National Association, as Initial Note A-1C Holder
	 	 	 
	 	By:	/s/ H. Royer Culp, Jr.
	 	 	Name: H. Royer Culp, Jr.
	 	 	Title:   Managing Director








 


Co-Lender
Agreement – 225 Liberty Street


 






    	 



    	 



    

 





	 	 	 
	 	CITIGROUP
GLOBAL MARKETS REALTY CORP., as Initial Note A-1D Holder
	 	 	 
	 	By:	/s/ Richard W. Simpson
	 	 	Name: Richard W. Simpson
	 	 	Title:   Authorized Signatory








 


Co-Lender
Agreement – 225 Liberty Street


 






    	 



    	 



    

 


	 	 	 
	 	German American
    Capital Corporation, as Initial Note A-1E Holder
	 	 	 
	 	By:	/s/ Matt Smith
	 	 	Name: Matt Smith
	 	 	Title:   Director
	 	 	 
	 	By:	/s/ Helaine Kaplan
	 	 	Name: Helaine Kaplan
	 	 	Title:   Managing Director











 


Co-Lender
Agreement – 225 Liberty Street


 






    	 



    	 



    

 





	 	 	 
	 	Wells Fargo Bank,
    National Association, as Initial Note A-1F Holder
	 	 	 
	 	By:	/s/ H. Royer Culp, Jr.
	 	 	Name: H. Royer Culp, Jr.
	 	 	Title:   Managing Director








 


Co-Lender
Agreement – 225 Liberty Street


 






    	 



    	 



    

 


	 	 	 
	 	CITIGROUP
GLOBAL MARKETS REALTY CORP., as Initial Note A-2A Holder
	 	 	 
	 	By:	/s/ Richard W. Simpson
	 	 	Name: Richard W. Simpson
	 	 	Title:   Authorized Signatory



 


Co-Lender
Agreement – 225 Liberty Street


 






    	 



    	 



    

 





	 	 	 
	 	German
American Capital Corporation, as Initial Note A-2B Holder
	 	 	 
	 	By:	/s/ Matt Smith
	 	 	Name: Matt Smith
	 	 	Title:   Director
	 	 	 
	 	By:	/s/ Helaine Kaplan
	 	 	Name: Helaine Kaplan
	 	 	Title:   Managing Director








 


Co-Lender
Agreement – 225 Liberty Street


 






    	 



    	 



    

 





	 	 	 
	 	Wells Fargo Bank,
    National Association, as Initial Note A-2C Holder
	 	 	 
	 	By:	/s/ H. Royer Culp, Jr.
	 	 	Name: H. Royer Culp, Jr.
	 	 	Title:   Managing Director


 


Co-Lender
Agreement – 225 Liberty Street


 






    	 



    	 



    

 





EXHIBIT A



MORTGAGE LOAN SCHEDULE



Description of Mortgage Loan


 


	Mortgage Loan Borrower:	WFP Tower B CO. L.P.
	Date of Mortgage Loan:	January 22, 2016
	Date of Original Notes:	January 22, 2016
	Date of Note A-1B, Note A-1C, Note A-1E, Note A-1F, Note A-2A, Note A-2B and Note A-2C:	February 8, 2016
	Date of Note A-1A and Note A-1D:	February 22, 2016
	Original Principal Amount of Mortgage Loan:	$900,000,000.00
	Principal Amount of Mortgage Loan as of the date hereof:	$900,000,000.00
	Note A-1A Principal Balance:	$143,100,000
	Note A-1B Principal Balance:	$97,200,000
	Note A-1C Principal Balance:	$97,200,000
	Note A-1D Principal Balance:	$40,500,000
	Note A-1E Principal Balance:	$40,500,000
	Note A-1F Principal Balance:	$40,500,000
	Note A-2A Principal Balance:	$176,400,000
	Note A-2B Principal Balance:	$132,300,000
	Note A-2C Principal Balance:	$132,300,000
	Location of Mortgaged Property:	New York, New York
	Maturity Date:	February 6, 2026


 


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EXHIBIT B


 


NOTICES


 


Initial Note A-1A Holder, Initial Note A-1D, Initial Note A-2A
Holder and Initial Agent:


 


Citigroup Global Markets Realty Corp.

388 Greenwich Street

19th Floor

New York, NY 10013

Attention: Ana Rosu Marmann


 


with a copy to:

 


388 Greenwich Street, 17th Floor


New York, New York 10013


Attention: Ryan M. O’Connor


Fax: (646) 862-8988


 


and with electronic copy emailed to:


 


richard.simpson@citi.com


 


ryan.m.oconnor@citi.com


 


Initial Note A-1B Holder, Initial Note A-1E Holder and Initial
Note A-2B Holder:


 


German American Capital Corporation

60 Wall Street, 10th Floor


New York, NY 10005


Attention: Robert W. Pettinato, Jr.


Facsimile No.: (212) 797-4489

 


with a copy to:

 


German American Capital Corporation


60 Wall Street, 10th Floor


New York, NY 10005


Attention: General Counsel


Facsimile No.: (646) 736-5721



 






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Initial Note A-1C Holder, Initial Note A-1F Holder and Initial
Note A-2C Holder:


 


Wells Fargo Bank, National Association


Wells Fargo Center


1901 Harrison Street, 2nd Floor


MAC: A0227-020


Oakland, California 94612


Attention: Commercial Mortgage Servicing


Facsimile No.: (866) 359-5352


 


with a copy to:

 


Dechert LLP


Cira Centre


2929 Arch Street


Philadelphia, Pennsylvania 19104


Attention: David W. Forti, Esq.


Facsimile No.: (215) 655-2647


 






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EXHIBIT C



PERMITTED FUND MANAGERS


 


1.            Alliance
Bernstein


2.            Annaly
Capital Management


3.            Apollo
Real Estate Advisors


4.            Archon
Capital, L.P.


5.            AREA
Property Partners


6.            Artemis
Real Estate Partners


7.            BlackRock,
Inc.


8.            Capital
Trust, Inc.


9.            Clarion
Partners


10.          Colony
Capital, LLC / Colony Financial, Inc.


11.          CreXus
Investment Corporation/Annaly Capital Management


12.          DLJ
Real Estate Capital Partners


13.          Dune
Real Estate Partners


14.          Eightfold
Real Estate Capital, L.P.


15.          Five
Mile Capital Partners


16.          Fortress
Investment Group, LLC


17.          Garrison
Investment Group


18.          Goldman,
Sachs & Co.


19.          H/2
Capital Partners LLC


20.          Hudson
Advisors


21.          Investcorp
International


22.          iStar
Financial Inc.


23.          J.P.
Morgan Investment Management Inc.


24.          JER
Partners


25.          Lend-Lease
Real Estate Investments


26.          Libremax
Capital LLC


27.          LoanCore
Capital


28.          Lone
Star Funds


29.          Lowe
Enterprises


30.          Normandy
Real Estate Partners


31.          One
William Street Capital Management, L.P.


32.          Och-Ziff
Capital Management Group/ OZ Management, L.P./ OZ Management II., L.P.


33.          Praedium
Group


34.          Raith
Capital Partners, LLC


35.          Rialto
Capital Management, LLC


36.          Rialto
Capital Partners LLC


37.          Rimrock
Capital Management LLC


38.          Rockpoint
Group


39.          Rockwood


40.          RREEF
Funds


41.          Square
Mile Capital Management


42.          Starwood
Capital Group/Starwood Financial Trust


43.          The
Blackstone Group


44.          The
Carlyle Group


 






    	 



    	 



    

 


45.          Torchlight
Investors


46.          Walton
Street Capital, L.L.C.


47.          Westbrook
Partners


48.          WestRiver
Capital


49.          Wheelock
Street Capital


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


 






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schedule
i


 


The Lead Securitization Servicing
Agreement shall provide that (and, to the extent such provisions are not included in the Lead Securitization Servicing Agreement,
they shall be deemed incorporated therein and made a part thereof):


 


(i)          Payments
due to each Non-Lead Securitization Trust in respect of the Mortgage Loan are required to be remitted on or prior to the Remittance
Date;


 


(ii)         Customary
CREFC® reports related to the Mortgage Loan and the Mortgaged Property are required to be delivered or made available to each
Non-Lead Securitization Trust in order to permit the related Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate
Administrator or Non-Lead Trustee to timely comply with their respective reporting obligations under the Non-Lead Securitization
Servicing Agreement;


 


(iii)        Each
party to the Lead Securitization Servicing Agreement is required to deliver (and to cause any party engaged by such party to the
Lead Securitization Servicing Agreement to deliver (or to use commercially reasonable efforts to cause such engaged party to deliver
if such engaged party constitutes a “Mortgage Loan Seller Sub-servicer” or a term substantially similar thereto under
the Lead Securitization Servicing Agreement)) (x) all materials required in order for each Non-Lead Securitization Note Holder
to timely comply with its obligations under the Exchange Act (including any required 10-D, 8-K and 10-K reporting) and any applicable
comment letter from the Securities and Exchange Commission, and (y) with respect to any Sarbanes-Oxley Certification, the applicable
certification to each Certifying Person;


 


(iv)        Customary
industry standard indemnification provisions exist for the failure of the applicable parties to timely deliver (or cause to be
timely delivered) the materials required pursuant to clause (iii) above;


 


(v)         In
connection with any amendment to the Lead Securitization Servicing Agreement, the party requesting such amendment to the Lead Securitization
Servicing Agreement is required to provide (x) notice of such amendment no later than 3 Business Days prior to the anticipated
date of execution, and (y) a copy of the executed amendment no later than the date of execution, to each depositor and party responsible
for filing reports under the Exchange Act under each Non-Lead Securitization Servicing Agreement (which may be by email) in order
for each Non-Lead Securitization Note Holder to timely comply with its obligations under the Exchange Act;


 


(vi)        The
Non-Lead Securitization Note Holders are intended third-party beneficiaries of the rights under the Lead Securitization Servicing
Agreement with respect to any of its respective rights specifically set forth in the Lead Securitization Servicing Agreement;


 


(vii)       The
Lead Securitization Servicing Agreement shall not be amended in any manner that materially and adversely (or words of similar import)
affects the Non-Lead Securitization Note Holders without the consent of the Non-Lead Securitization Note Holders;


 


(viii)      Servicer
Termination Events (or any analogous term under the Lead Securitization Servicing Agreement) include customary market termination
events with respect to failure to make advances, failure to remit payments to the Non-Lead Securitization Note Holders as required,
failure to deliver (or cause to be delivered) materials required in order for a


 






    	 



    	 



    

 


Non-Lead Securitization Note Holder to timely comply
with its obligations under the Exchange Act, and Rating Agency triggers with respect to the Certificates, subject to customary
grace periods (provided, in the case of failures related to the Exchange Act, such grace periods do not materially and adversely
affect the Depositor);


 


(ix)         If
a Non-Lead Securitization Note becomes the subject of an Asset Review, the applicable parties to the Lead Securitization Servicing
Agreement are required to reasonably cooperate with the Non-Lead Asset Representations Reviewer or other applicable party to the
related Non-Lead Securitization Servicing Agreement in connection with such Asset Review (or a substantially similar provision)
solely by providing the Non-Lead Asset Representations Reviewer or such other requesting party with copies of any documents reasonably
requested but only to the extent the Non-Lead Asset Representations Reviewer or such other applicable party to the Non-Lead Securitization
Servicing Agreement has not obtained such documents from the Loan Seller or any party to the Non-Lead Securitization Servicing
Agreement and such documents are in the possession of the applicable party to the Lead Securitization Servicing Agreement;


 


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


 


(xi)        if
the Master Servicer determines that a proposed P&I Advance with respect to the Lead Securitization Notes or Property Protection
Advance with respect to the Mortgage Loan, if made, or any outstanding P&I Advance or Property Protection Advance previously
made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer shall provide each Non-Lead Master Servicer
written notice of such determination promptly after such determination was made together with such reports that the Master Servicer
delivered to the Special Servicer or Trustee in connection with notification of its determination of nonrecoverability;


 


(xii)        to
the extent related to the Mortgage Loan, the Master Servicer or the Special Servicer, a Companion Loan Rating Agency Confirmation
shall be provided with respect to the commercial mortgage pass-through certificates issued in connection with each Non-Lead Securitization
to the same extent a Rating Agency Confirmation is provided with respect to the commercial mortgage pass-through certificates issued
in connection with the Lead Securitization; and


 


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


 






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