Exhibit 4.16 


 


EXECUTION
VERSION



	 





 


315
W 36th Street


 


Dated
as of April 10, 2018


 


between


 


DEUTSCHE
BANK AG, NEW YORK BRANCH 


(Note
A-1 Holder)


 


and


 


DEUTSCHE
BANK AG, NEW YORK BRANCH


(Note
A-2 Holder)


 


and


 


DEUTSCHE
BANK AG, NEW YORK BRANCH


(Note
A-3 Holder) 





	 


 




     


     


    

 


TABLE
OF CONTENTS


 





	 	 	Page
	 	 	 
	1.	Definitions; Conflicts	2
	2.	Servicing of the Mortgage Loan	13
	3.	Priority of  Notes	14
	4.	Workout	15
	5.	Accounts; Payment Procedure	15
	6.	Limitation on Liability	16
	7.	Representations of the Holders	16
	8.	Independent Analyses of each Holder	17
	9.	No Creation of a Partnership or Exclusive Purchase Right	17
	10.	Not a Security	18
	11.	Other Business Activities of the Holders	18
	12.	Transfer of Notes	18
	13.	Exercise of Remedies by the Servicer	20
	14.	Rights of the Directing Holder	22
	15.	Appointment of Special Servicer	23
	16.	Rights of the Non-Directing Holders	24
	17.	Advances; Reimbursement of Advances	25
	18.	Provisions Relating to Securitization	26
	19.	Governing Law; Waiver of Jury Trial	31
	20.	Modifications	31
	21.	Successors and Assigns; Third Party Beneficiaries	31
	22.	Counterparts	32
	23.	Captions	32
	24.	Notices	32
	25.	Custody of Mortgage Loan Documents	32







 






     -i-


     


    

 


THIS
CO-LENDER AGREEMENT (the “Agreement”), dated as of April 10, 2018, is between DEUTSCHE BANK AG, NEW YORK
BRANCH (“DBNY”), a branch of Deutsche Bank AG, a German Bank, having an address at 60 Wall Street, 10th
Floor, New York, New York 10005, as the holder of Note A-1, Note A-2 and Note A-3.


 


W
I T N E S S E T H:


 


WHEREAS,
DBNY has made a mortgage loan in the original principal amount of $77,000,000 (the “Mortgage Loan”) to Walsam
36 Delaware LLC, a Delaware limited liability company (the “Borrower”) pursuant to a loan agreement between
the Borrower, as borrower, and DBNY, as lender, dated as of February 9, 2018 (the “Loan Agreement”);


 


WHEREAS,
the Mortgage Loan is evidenced by three notes, Promissory Note A-1 in the original principal amount of $42,000,000, Promissory
Note A-2 in the original principal amount of $30,000,000 and Promissory Note A-3 in the original principal amount of $5,000,000
(individually, each, a “Note” and collectively the “Notes”);


 


WHEREAS,
the Mortgage Loan is secured by a first mortgage lien (the “Mortgage”) on the property known as 325 West 36th
Street (the “Mortgaged Property”);


 


WHEREAS,
DBNY intends, but is not bound, to sell, transfer and assign its right, title and interest in and to Note A-2 to German American
Capital Corporation (“GACC”), and GACC intends to transfer its right, title and interest in and to Note A-2
to Citigroup Commercial Mortgage Securities Inc. (“CGCMS”), as depositor, pursuant to a Mortgage Loan Purchase
Agreement by and between CGCMS, as purchaser, and GACC as seller, and CGCMS intends to transfer its right, title and interest
in and to Note A-2 to a trustee, as trustee for the Benchmark 2018-B3 Commercial Mortgage Trust under a pooling and servicing
agreement (the “Note A-2 PSA”) (such sales, transfers and assignments, the “Note A-2 Securitization”);


 


WHEREAS,
the Note A-1 Holder or an affiliate thereof intends, but is not bound, to sell transfer and assign all or a portion of its right,
title and interest in and to Note A-1 to an affiliate or one or more depositors who will in turn transfer the same to one or more
trusts as part of the securitization of one or more mortgage loans;


 


WHEREAS,
the Note A-3 Holder or an affiliate thereof intends, but is not bound, to sell transfer and assign all or a portion of its right,
title and interest in and to Note A-3 to an affiliate or one or more depositors who will in turn transfer the same to one or more
trusts as part of the securitization of one or more mortgage loans; and


 


WHEREAS,
the parties hereto desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns,
shall hold Note A-1, Note A-2 and Note A-3, respectively;


 



     


     


    




NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto mutually agree as follows:


 


1.          
Definitions; Conflicts. References to a “Section” or the “recitals” are, unless otherwise specified,
to a Section or the recitals of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed thereto, or terms of substantially similar import, in the Servicing Agreement. To the extent of any inconsistency between
this Agreement and the Servicing Agreement, the terms of this Agreement shall control. Whenever used in this Agreement, the following
terms shall have the respective meanings set forth below unless the context clearly requires otherwise.


 


“Acceptable
Insurance Default” shall have the meaning assigned to such term or analogous term in the Servicing Agreement.


 


“Advance”
shall mean any P&I Advance or Property Advance made with respect to any of the Notes, the Mortgage Loan or the Mortgaged Property
pursuant to the Note A-1 PSA, the Note A-2 PSA or the Note A-3 PSA.


 


“Affiliate”
shall mean with respect to any specified Person, any other Person Controlling or Controlled by or under common Control with such
specified Person.


 


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


 


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


 


“Borrower
Party Affiliate”: With respect to a borrower, a mortgagor, a manager of the Mortgaged Property or a restricted mezzanine
holder, (a) any other person controlling or controlled by or under common control with such borrower, mortgagor, manager or restricted
mezzanine holder, as applicable, (b) any other person owning, directly or indirectly, 25% or more of the beneficial interests
in such borrower, mortgagor or manager, as applicable, or (c) any other person owning, directly or indirectly, 25% or more of
the beneficial interests in such restricted mezzanine holder. For the purposes of this definition, (1) “control”
when used with respect to any specified person means the power to direct the management and policies of such person, directly
or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling”
and “controlled” have meanings correlative to the foregoing and (2) “restricted mezzanine lender”
includes “accelerated mezzanine loan lender” or such other similar term as used in the Servicing Agreement.


 


“Business
Day” shall have the meaning assigned to such term in the Servicing Agreement.


 


“CLO
Asset Manager” shall mean, with respect to any Securitization Vehicle that is a CLO, the entity that is responsible
for managing or administering the underlying assets of such Securitization Vehicle or, if applicable, the assets of any Intervening
Trust Vehicle


 



     -2-


     


    

 


(including,
without limitation, the right to exercise any consent and control rights available to the Directing Holder).


 


“Certificates”
shall mean any securities issued in connection with the Note A-1 Securitization, the Note A-2 Securitization or the Note A-3 Securitization.


 


“CGCMS”
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 mean the “collection account” or sub-account thereof, established under the Servicing Agreement
for the purpose of servicing the Mortgage Loan.


 


“Consultation
Termination Event” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“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. The terms “controlled
by,” “controlling” and “under common control with” shall have the respective correlative meaning
thereto.


 


“DBNY”
shall mean Deutsche Bank AG, New York Branch and its successors in interest.


 


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


 


“Defaulted
Mortgage Loan” or ‘‘Defaulted Loan” or such similar term as used in the Servicing Agreement
shall mean the Mortgage Loan in the event that the Mortgage Loan is delinquent at least 60 days in respect of its Monthly Payments
or more than 60 days in respect of its balloon payment, in either case to be determined without giving effect to any grace
period permitted by the Mortgage Loan Documents and without regard to any acceleration of payments under the Mortgage Loan Documents.


 


“Depositor”
shall mean (i) with respect to the Note A-1 Securitization, CGCMS, (ii) with respect to the Note A-2 Securitization, the depositor
under the Note A-2 PSA and (iii) with respect to the Note A-3 Securitization, the depositor under the Note A-3 PSA.


 


“Directing
Holder” shall mean the Note A-1 Holder or, if Note A-1 is included in a Securitization, the holders of the Certificates
representing the specified interest in the class of Certificates designated as the “controlling class” or the duly
appointed representative of the holders of such Certificates or such other party that the Note A-1 Holder grants the right to
exercise the rights granted to the Directing Holder in this Agreement; provided, that no Borrower, property manager or
Borrower Party Affiliate thereof shall be entitled to act as Directing Holder.


 






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“Event
of Default” shall mean an “Event of Default” as defined in the Loan Agreement.


 


“Excluded
Amounts” shall mean:


 


(i)       proceeds,
awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Borrower in accordance
with the terms of the Mortgage Loan Documents;


 


(ii)      amounts
required to be deposited in reserve or escrow pursuant to the Mortgage Loan Documents; and


 


(iii)     amounts
that are then due and payable pursuant to the Servicing Agreement to the parties to the Servicing Agreement, including, without
limitation, Servicing Fees, Special Servicing Fees, Liquidation Fees, Workout Fees, as applicable, reimbursement of costs and
expenses, reimbursement of Property Advances and interest thereon at the Reimbursement Rate;


 


but
shall not include (A) any amounts received in respect of any P&I Advances (and interest thereon), (B) any Servicing Fees due
to the Master Servicer in excess of the Servicing Fee calculated at the “primary servicing fee rate” set forth in
the Servicing Agreement and (C) any trustee fees.


 


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


 


“GACC”
shall mean German American Capital Corporation and its successors in interest.


 


“Holder”
shall mean the Note A-1 Holder, the Note A-2 Holder and/or the Note A-3 Holder, as the context indicates.


 


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


 


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


 


“Lead
Note” shall mean (a) prior to the Note A-1 Securitization Date, Note A-2 and (b) from and after the Note A-1 Securitization
Date, Note A-1.


 


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


 


“Lead
Securitization” shall mean the Securitization in which the Lead Note is deposited.


 


“Lead
Securitization PSA” shall mean the PSA of the Lead Securitization.


 






     -4-


     


    

 


“Lead
Securitization Trust” shall mean the trust established under the Lead Securitization PSA.


 


“Lead
Servicer” shall mean the master servicer designated under the Lead Securitization PSA.


 


“Liquidation
Proceeds” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


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


 


“Major
Action” shall have the meaning assigned to the term “Material Action,” “Major Action,” “Major
Decision” or any equivalent term in the Servicing Agreement.


 


“Master
Servicer” shall mean the master servicer under the Servicing Agreement and any successor thereunder.


 


“Master
Servicer Remittance Date” shall mean:


 


(a)       during
the period after the Note A-2 Securitization Date but prior to the Note A-1 Securitization Date, with respect to each Note, the
“Master Servicer Remittance Date” (or analogous term) as defined in the Note A-2 PSA, and


 


(b)       after
the Note A-1 Securitization Date::


 


(i)       with
respect to Note A-1, the “Master Servicer Remittance Date” (or analogous term) as defined in the Note A-1 PSA; provided,
however, that no remittance is required to be made until two Business Days after receipt of properly identified and available
funds constituting the scheduled monthly payment with respect to the Mortgage Loan;


 


(ii)      with
respect to Note A-2, the earlier of (a) the “Master Servicer Remittance Date” (or analogous term) as defined in the
Servicing Agreement or (b) the first Business Day after the “determination date,” as such term or a similar term is
defined in the Note A-2 PSA, as applicable, provided, however, that no remittance is required to be made until one Business Day
after the scheduled monthly payment date under the Loan Agreement; and


 


(iii)     with
respect to Note A-3, the earlier of (a) the “Master Servicer Remittance Date” (or analogous term) as defined in the
Servicing Agreement or (b) the first Business Day after the “determination date,” as such term or a similar term is
defined in the Note A-3 PSA, as applicable, provided, however, that no remittance is required to be made until one Business Day
after the scheduled monthly payment date under the Loan Agreement.


 


“Maturity
Date” shall have the meaning assigned to such term in Exhibit A.


 






     -5-


     


    

 


“Monthly
Payment” with respect to any period shall mean all amounts due and payable to any Holder or Holders during such period
in accordance with the Mortgage Loan Documents.


 


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


 


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


 


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


 


“Mortgage
Interest Rate” shall mean the Mortgage Interest Rate set forth in the Mortgage Loan Schedule with respect to each of
Note A-1, Note A-2 and Note A-3.


 


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


 


“Mortgage
Loan Documents” shall mean the Mortgage, the Loan Agreement, the Notes, and all other documents evidencing or securing
the Mortgage Loan.


 


“Mortgage
Loan Principal Balance” shall mean, at any date of determination, the aggregate principal balance of the Notes evidencing
the Mortgage Loan.


 


“Mortgage
Loan Schedule” shall mean the schedule in the form attached hereto as Exhibit A, which schedule sets forth certain
information regarding the Mortgage Loan and the Notes.


 


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


 


“Non-Directing
Holders” shall mean the Note A-2 Holders and the Note A-3 Holders or if any of Note A-2 or Note A-3 is included in a
Securitization, holders of Certificates representing the specified interest in the class of Certificates designated as the “controlling
class” or the duly appointed representative of the holders of such Certificates or such other party otherwise entitled under
the Note A-2 PSA or the Note A-3 PSA, as applicable; provided, that if at any time 50% or more of any Note (or class of securities
issued in a Securitization into which such Note has been deposited is designated as the “controlling class”) is held
by (or such other party otherwise assigned the rights to exercise the rights of the “controlling class” under the
related Non-Lead Servicing Agreement is) the Borrower or a Borrower Party Affiliate, no such Holder or other Person shall be entitled
to exercise any rights of a Non-Directing Holder under this Agreement or the related Non-Lead Servicing Agreement, and there shall
be deemed to be no Non-Directing Holder with respect to such Note.


 


“Non-Lead
Master Servicer” shall mean, with respect to any Non-Lead Note, the “master servicer” under the related
PSA (other than the Non-Lead Note that is included in the Lead Securitization).


 






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


 


“Non-Lead
Note Holders” shall mean the holders of the Non-Lead Note (other than the Non-Lead Note that is included in the Lead
Securitization).


 


“Non-Lead
Servicing Agreements” shall mean the PSA with respect to each Non-Lead Note (other than the Non-Lead Note that is included
in the Lead Securitization).


 


“Nonrecoverable
Advance” shall have the meaning ascribed to such term in the Servicing Agreement.


 


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


 


“Note
A-1 Holder” shall mean DBNY or any subsequent holder of Note A-1.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note
A-2 Holder” shall mean DBNY or any subsequent holder of Note A-2.


 


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


 


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


 


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


 






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


 


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


 


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


 


“Note
A-3 Holder” shall mean DBNY or any subsequent holder of Note A-3.


 


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


 


“Note
A-3 PSA” shall mean the pooling and servicing agreement entered into in connection with the Note A-3 Securitization.


 


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


 


“Note
A-3 Securitization Date” shall mean the closing date of the Note A-3 Securitization.


 


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


 


“P&I
Advance” shall mean an advance made by a party to the Note A-1 PSA, the Note A-2 PSA and/or the Note A-3 PSA, as applicable,
with respect to a delinquent monthly debt service payment on the Notes included in the related Securitization.


 


“Penalty
Charges” shall mean any amounts collected from the Borrower that represent default charges, penalty charges, late fees
and/or default interest, but excluding any yield maintenance charge or prepayment premium.


 


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


 


“Person”
shall mean any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political subdivision thereof.


 


“Property
Advance” shall mean an advance made in respect of property protection expenses or expenses incurred to protect, preserve
and enforce the security for the Mortgage


 



     -8-


     


    

 


Loan
or to pay taxes and assessments or insurance premiums with respect to the Mortgaged Property.


 


“Pro
Rata and Pari Passu Basis” shall mean with respect to the Notes and each Holder, (i) for purposes of allocating payments
of interest among the Notes, each Note or Holder, as the case may be, is allocated its respective pro rata share based on the
interest accrued on such Note at the respective Mortgage Interest Rate of such Note based on the outstanding principal balance
of the such Note and (ii) for all other purposes, the allocation of any particular payment, collection, cost, expense, liability
or other amount between such Notes or such Holders, as the case may be, without any priority of any such Note or any such Holder
over another Note or Holder, as the case may be, and in any event such that each Note or Holder, as the case may be, is allocated
its respective pro rata share based on the outstanding principal balance of its Note in relation to the outstanding principal
balance of the entire Mortgage Loan of such particular payment, collection, cost, expense, liability or other amount.


 


“PSA”
shall mean any pooling and servicing agreement or other servicing agreement executed in connection with a Securitization.


 


“Qualified
Servicer” shall mean any nationally recognized commercial mortgage loan servicer (1) rated at least “CSS3,”
in the case of a special servicer, or at least “CMS2,” in the case of a master servicer, by Fitch, (2) on the S&P
Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable,
(3) as to which neither Moody’s nor KBRA has cited servicing concerns of such 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 any CMBS transaction rated by Moody’s or KBRA, as applicable, and serviced by
such servicer prior to the time of determination, (4) a servicer that (i) during the 12-month period prior to the date of determination,
acted as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization rated by Morningstar
and (ii) Morningstar has not qualified, downgraded or withdrawn the then-current rating or ratings of one or more classes of such
certificates citing servicing concerns with the servicer or special servicer, as applicable, as the sole or material factor in
such rating action and (5) in the case of DBRS, that within the twelve (12) month period prior to the date of determination such
servicer was acting as servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated
by DBRS and DBRS has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed
any class of commercial mortgage securities on watch citing the continuation of such servicer as servicer or special servicer,
as applicable, of such commercial mortgage securities as a material reason for such downgrade or withdrawal (or placement on watch
status). For purposes of this definition, for so long as any Note is included in a Securitization, the ratings or actions of any
Rating Agency that is not rating any such Securitization(s) shall not be considered.


 






     -9-


     


    

 


“Qualified
Transferee” shall mean an Affiliate of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, or one or more
of the following (other than the Borrower or any entity that is a Borrower Party Affiliate):


 


(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 or 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, which regularly engages in the business of making or owning investments of types similar
to the Mortgage Loan; or


 


(iii)     an
institution substantially similar to any of the foregoing entities described in clauses (i) or (ii) above; or


 


(iv)     any
entity Controlled by or under common Control or Controlling any of the entities described in clauses (i), (ii) or (iii) above;
or


 


(v)      a
Qualified Trustee (or, in the case of a CLO, a single purpose bankruptcy-remote entity that contemporaneously pledges its interest
in a Note to a Qualified Trustee) in connection with (A) a securitization of, (B) the creation of collateralized loan obligations
(“CLO”) secured by, or (C) a financing through an “owner trust” of, any interest in a Note (any
of the foregoing, a “Securitization Vehicle”), provided that either (1) one or more classes of securities
issued by such Securitization Vehicle is initially rated at least investment grade by at least two of the Rating Agencies that
also assigned a rating to one or more classes of securities issued in connection with the Securitization of a Note (and, if DBRS
is not one of such Rating Agencies, the special servicer for the Securitization Vehicle is a Qualified Servicer); (2) the special
servicer for the Securitization Vehicle is a Qualified Servicer at the time of transfer; or (3) in the case of a Securitization
Vehicle that is a CLO, the CLO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered and managed
by a CLO Asset Manager that is a Qualified Transferee, is a Qualified Transferee under clause (i), (ii), (iii) or (iv) of this
definition; or


 


(vi)       an
investment fund, limited liability company, limited partnership or general partnership in which a Permitted Fund Manager acts
as the general partner, managing member, or the fund manager responsible for the day to day management and operation of such investment
vehicle, provided that greater than fifty percent (50%) of the equity interests in such investment vehicle are owned, directly
or indirectly, by one or more entities that are otherwise Qualified Transferees,


 


which,
in the case of each of clauses (i), (ii), and (iii) of this definition, has at least $650,000,000 in total assets (in name or
under management) and (except with respect to a pension advisory


 



     -10-


     


    

 


firm
or similar fiduciary) at least $250,000,000 in capital/statutory surplus or shareholders’ equity, and is regularly engaged
in the business of making or owning commercial real estate loans or commercial loans similar to the Mortgage Loan.


 


“Qualified
Trustee” shall mean (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 $100,000,000 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 the top two rating categories of each of the Rating
Agencies.


 


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


 


“Rating
Agency Confirmation” shall mean each of the applicable Rating Agencies shall have confirmed in writing that the occurrence
of the event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or
withdrawal of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In
the event that no Certificates are outstanding, any action that would otherwise require a Rating Agency Confirmation shall require
the consent of the Note A-1 Holder, which consent shall not be unreasonably withheld, conditioned or delayed.


 


For
the purposes of this Agreement, if any Rating Agency (1) waives, declines or refuses, in writing, to review or otherwise engage
any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade
or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, or (2) does not reply
to such request or responds in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the
requirement for Rating Agency Confirmation and the related timing, notice and other applicable provisions set forth in the Servicing
Agreement, the Note A-1 PSA, the Note A-2 PSA and the Note A-3 PSA, as applicable, have been satisfied, then for such request
only, the condition that such confirmation by such Rating Agency (only) be obtained will be deemed not to apply for purposes of
this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request
for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent
request for such Rating Agency Confirmation hereunder and the condition for such Rating Agency Confirmation pursuant to this Agreement
for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage
in such prior request.


 






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“Reimbursement
Rate” shall have the meaning assigned to such term or the term “Advance Rate” or an analogous term in the
Servicing Agreement.


 


“REMIC”
shall have the meaning assigned to such term in Section 2(f).


 


“REO
Property” shall mean the Mortgaged Property, title to which has been acquired by the Servicer on behalf of (or other
Person designated by) the Holders through foreclosure, deed in lieu of foreclosure or otherwise.


 


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


 


“Securitization”
shall mean the Note A-1 Securitization, the Note A-2 Securitization, the Note A-3 Securitization, and/or any other securitization
in which a Note may be included, as applicable.


 


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


 


“Servicer”
shall mean (i) the Master Servicer with respect to a non-Specially Serviced Mortgage Loan and the Special Servicer with respect
to a Specially Serviced Mortgage Loan, or (ii) with respect to a specific function, right or obligation as to which the Servicing
Agreement designates the Master Servicer or the Special Servicer, the party so designated, as applicable, pursuant to the Servicing
Agreement.


 


“Servicing
Agreement” shall mean the Lead Securitization PSA; provided that in the event the Lead Note is no longer an asset
of the trust fund created pursuant to the Lead Securitization PSA, the term “Servicing Agreement” shall refer to the
subsequent servicing agreement entered into pursuant to Section 2.


 


“Servicing
Fee” shall mean the fee of the Master Servicer pursuant to the terms of the Servicing Agreement, which will generally
be calculated as the product of (i) the Servicing Fee Rate and (ii) the outstanding principal balance of the Mortgage Loan as
of the date of determination.


 


“Servicing
Fee Rate” shall have the meaning applied to such term in the Servicing Agreement, being the rate per annum which, when
applied to the Mortgage Loan Principal Balance (which may be a different rate with respect to each of the Notes), will determine
the servicing fee payable to the Master Servicer under the Servicing Agreement.


 


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


 


“Servicing
Transfer Event” shall mean any of the events specified in the Servicing Agreement, whereby the servicing of the Mortgage
Loan is required to be transferred to the Special Servicer from the Master Servicer.


 






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“Special
Servicer” shall mean the special servicer of the Mortgage Loan as appointed under the terms of this Agreement and the
Servicing Agreement, or any successor special servicer appointed as provided thereunder or hereunder.


 


“Special
Servicing Fee” shall have the meaning given to such term in the Servicing Agreement.


 


“Specially
Serviced Mortgage Loan” shall mean the Mortgage Loan during the period it is serviced by the Special Servicer following
a Servicing Transfer Event.


 


“Transfer”
shall mean any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance of
a participation interest, or other disposition, either directly or indirectly, by operation of law or otherwise.


 


“Trustee”
shall mean the trustee under the Note A-1 PSA, the Note A-2 PSA and/or the Note A-3 PSA, as the context indicates.


 


2.       Servicing
of the Mortgage Loan.  (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms
of this Agreement, the Mortgage Loan shall be serviced by the Master Servicer and the Special Servicer under the Servicing Agreement
in effect at any given time.


 


(b)       Subject
to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents to the appointment
of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer
by the Directing 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 Servicing Agreement. Each Holder hereby appoints the Master Servicer, the
Special Servicer and the Trustee under the Servicing Agreement as such 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 Servicing Agreement (subject
at all times to the rights of the Holders as set forth herein and in such Servicing Agreement).


 


(c)       If,
at any time the Lead Note is no longer in a Securitization, the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant
to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization,
a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be
obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement;
provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation
has been obtained), the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing
Agreement as if such agreement was still in full force and effect with respect to the Mortgage Loan; provided, further,
however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed
by any Qualified Servicer appointed by the Note A-1 Holder and does not have to be performed by the service providers set forth
under the Servicing Agreement that was previously in effect.


 






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(d)       Notwithstanding
anything to the contrary contained herein (including Sections 4 and 13(a)), each Servicing Agreement shall provide
that the Servicer shall be required to service and administer the Mortgage Loan in accordance with the Servicing Standard as set
forth in such Servicing Agreement, and any Holder who is not the Borrower or a Borrower Party Affiliate shall be deemed a third-party
beneficiary of such provisions of the Servicing Agreement. It is understood that any Non-Lead Note Holder may separately appoint
a servicer for its Non-Lead Note, by itself or together with other assets, but any such servicer will have no responsibility hereunder
and shall be compensated solely by the applicable Non-Lead Note Holder from funds payable to it hereunder or otherwise.


 


(e)       The
Holders acknowledge that the Servicer is to comply with this Agreement, the Servicing Agreement and the Mortgage Loan Documents
in connection with the servicing of the Mortgage Loan. Any conflict between the Servicing Agreement and this Agreement shall be
resolved in favor of this Agreement provided that in no event shall the Master Servicer or the Special Servicer, as the case may
be, take any action or omit to take any action in accordance with the terms of this Agreement that would cause the Master Servicer
or the Special Servicer, as the case may be, to violate the Servicing Standard or the REMIC Provisions.


 


(f)       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 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 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 Borrower, or exercise or refrain from exercising any powers or rights that the Holders may have
under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage
Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than
three (3) months after the startup day of the REMIC that includes any Note (or any portion thereof). Each Holder agrees that the
provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement relating to
the administration of the Mortgage Loan.


 


(g)       In
the event that one of the Notes is included in a REMIC, the other Holders shall not be required to reimburse such Holder or any
other Person for payment of any taxes imposed on such REMIC or Advances therefor or for any interest on such Advance or for deficits
in other items of disbursement or income resulting from the use of funds for payment of any such taxes, nor shall any disbursement
or payment otherwise distributable to the other Holders be reduced to offset or make-up any such payment or deficit.


 


3.         Priority
of Notes. Note A-1, Note A-2 and Note A-3 shall be of equal priority, and no portion of any of Note A-1, Note A-2 or
Note A-3 shall have priority or


 



     -14-


     


    

 


 preference over any portion of the other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the
Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon
payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage
Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings
or similar exercise of the power of eminent domain shall be distributed by the Master Servicer and applied to Note A-1, Note A-2,
and Note A-3 on a Pro Rata and Pari Passu Basis.


 


The
Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i)
pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances, (ii) to pay the parties
to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred with respect to
the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except
that, for so long as Note A-2 is not included in a Securitization, any Penalty Charges allocated to any Note that is not included
in a Securitization that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall
not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.


 


4.       Workout. Notwithstanding
anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement and Section 13
of this Agreement, and the obligation to act in accordance with the Servicing Standard, if the Lead 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 Mortgage Loan
Principal Balance is decreased, (ii) the Mortgage Interest Rate is reduced, (iii) payments of interest or principal on Note A-1,
Note A-2 or Note A-3 are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage
Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve,
the equal priorities of Note A-1, Note A-2 and Note A-3, as described in Section 3.


 


5.       Accounts;
Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection
Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder hereby
directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms
of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing
Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for
deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note
A-1, Note A-2 and Note A-3 respectively; provided that delinquent payments received by the Master Servicer after the related
Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in
the Servicing Agreement.


 


If
any Servicer holding or having distributed any amount received or collected in respect of Note A-1, Note A-2 or Note A-3 determines,
or a court of competent jurisdiction


 



     -15-


     


    

 


orders,
at any time that any amount received or collected in respect of Note A-1, Note A-2 or Note A-3 must, pursuant to any insolvency,
bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, any
Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required
to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, as applicable, and the Note
A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, as applicable, shall promptly on demand repay to such Servicer the portion
thereof that shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, as applicable,
together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note
A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, any Servicer or such other person or entity with respect thereto. Each of
the Note A-1 Holder, the Note A-2 Holder and the Note A-3 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 will promptly remit such
excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1
Holder, the Note A-2 Holder or the Note A-3 Holder, as applicable, with respect to the Mortgage Loan against any future payments
due to the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, as applicable, under the Mortgage Loan, provided,
that the obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder under this Section 5 are separate
and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any
other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder, under this Section 5
constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these
provisions.


 


6.       Limitation
on Liability.  Subject to the terms of the Servicing Agreement, no Holder (including the Master Servicer or the
Special Servicer on its behalf) shall have any liability to any other Holder with respect to any Note, except (1) with respect
to the Advance reimbursement provisions set forth in Section 17 and (2) with respect to losses actually suffered due to
the gross negligence, willful misconduct or material breach of this Agreement on the part of such Holder (including the Master
Servicer or the Special Servicer on its behalf, except that the Master Servicer’s or Special Servicer’s liability
may be further limited or expanded as set forth in the Servicing Agreement).


 


7.       Representations
of the Holders. (a) Each of the Holders hereby represents and warrants to, and covenants with each other Holder that,
as of the date hereof:


 


(i)      It
is duly organized, validly existing and in good standing under the laws of the State under which it is organized.


 


(ii)     The
execution and delivery of this Agreement by such Holder, and performance of, and compliance with, the terms of this Agreement
by such Holder, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to
which it is a party or that is applicable


 



     -16-


     


    

 


to
it or any of its assets, in each case which materially and adversely affect its ability to carry out the transactions contemplated
by this Agreement.


 


(iii)    Such
Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement.


 


(iv)    This
Agreement is the legal, valid and binding obligation of such Holder enforceable against such Holder in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification
and contribution obligations may be limited by applicable law.


 


(v)     It
has the right to enter into this Agreement without the consent of any third party.


 


(vi)    It
is the holder of the respective Note for its own account in the ordinary course of its business.


 


(vii)   It
has not dealt with any broker, investment banker, agent or other person, that may be entitled to any commission or compensation
in connection with the consummation of any of the transactions contemplated hereby.


 


(viii)  It
is a Qualified Transferee.


 


8.       Independent
Analyses of each Holder.  Each Holder acknowledges that, except for the representations made in Section 7,
it has, independently and without reliance upon any other Holders and based on such documents and information as such Holder has
deemed appropriate, made its own credit analysis and decision to purchase its respective Note. Each Holder hereby acknowledges
that the other Holders shall have no responsibility for (i) the collectability of the Mortgage Loan, (ii) the validity, enforceability
or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to
be furnished in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the
lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Borrower. Each Holder assumes
all risk of loss in connection with its respective Note for reasons other than gross negligence, willful misconduct or breach
of this Agreement by any other Holder or gross negligence, willful misconduct or bad faith by any Servicer, subject to the terms
of the Servicing Agreement (pursuant to which the liability of the Servicers may be further limited or expanded as set forth therein).


 


9.       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 among any Holder (or the Master Servicer, Special Servicer or Trustee on its behalf) and
any


 



     -17-


     


    

 


other
Holder a partnership, association, joint venture or other entity. Each Holder (or the Master Servicer, Special Servicer or Trustee
on its behalf) shall have no obligation whatsoever to offer to the other Holders the opportunity to purchase notes or interests
relating to any future loans originated by such Holder or any of its Affiliates, and if any Holder chooses to offer to any of
the other Holders, the opportunity to purchase notes or interests in any future mortgage loans originated by such Holder or its
Affiliates, such offer shall be at such purchase price and interest rate as such Holder chooses, in its sole and absolute discretion.
None of the Holders shall have any obligation whatsoever to purchase from any other Holder any notes or interests in any future
loans originated by any other Holder or any of its Affiliates.


 


10.       Not
a Security. None of Note A-1, Note A-2 or Note A-3 shall be deemed to be a security within the meaning of the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.


 


11.       Other
Business Activities of the Holders.  Each Holder acknowledges that the other Holders may make loans or otherwise
extend credit to, and generally engage in any kind of business with, any Borrower Party Affiliate, and receive payments on such
other loans or extensions of credit to any Borrower Party Affiliate and otherwise act with respect thereto freely and without
accountability, but only if none of the foregoing violate the Mortgage Loan Documents, in the same manner as if this Agreement
and the transactions contemplated hereby were not in effect.


 


12.       Transfer
of Notes.  (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether
or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder agrees it shall not
Transfer more than 49% (in the aggregate) of its beneficial interest in its Note, except to a Qualified Transferee, unless (i)
prior to a Securitization of any Note, the other Holders have consented to such Transfer, in which case the related transferee
(and its Affiliates) shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this
Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer,
in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes
under this Agreement, or (iii) such Transfer is in connection with a sale by a Securitization Trust; provided that if such
Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. With respect to any Transfers pursuant to
(i) or (ii) above (except with respect to a Transfer to a Securitization Trust) such transferee must (x) assume in writing the
obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and, if applicable,
the Servicing Agreement and (y) remake each of the representations and warranties contained herein for the benefit of the other
Holders. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably
withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from
each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization,
no Holder shall Transfer all or any portion of its Note to the Borrower or a Borrower Party Affiliate and any such Transfer shall
be absolutely null and void and shall vest no rights in the purported transferee.


 






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(b)       Except
for a Transfer made in connection with a Securitization, or a Transfer made by a Holder to an Affiliate, at least five (5) days
prior to a transfer of any Note, the transferring Holder shall provide to the other Holders and, if any Certificates are outstanding,
to the Rating Agencies, a certification that such transfer will be made in accordance with this Section 12, such certification
to include (1) the name and contact information of the transferee and (2) if applicable, a certification by the transferee that
it is a Qualified Transferee.


 


(c)       The
Holders acknowledge and agree that, to the extent Rating Agency Confirmation is specifically required, any Rating Agency Confirmation
may be granted or denied by the Rating Agencies in their sole and absolute discretion and that such Rating Agencies may charge
the transferring Holder customary fees in connection with providing such Rating Agency Confirmation.


 


(d)       Notwithstanding
anything to the contrary contained herein, each Holder may pledge or transfer (a “Pledge”) its Note to any
entity (other than the Borrower or any Borrower Party Affiliate) that has extended a credit facility to such Holder or has entered
into a repurchase agreement with such Holder and that, in each case, is either a Qualified Transferee or a financial institution
whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Note
Pledgee”), or to a Person with respect to which a Rating Agency Confirmation has been obtained, on terms and conditions
set forth in this Section 12(d), it being further agreed that a financing provided by a Note Pledgee to any Holder or any
Affiliate that controls such Holder that is secured by such Holder’s interest in its respective Note and is structured as
a repurchase arrangement, shall qualify as a “Pledge” hereunder on the condition that all applicable terms and conditions
of this Section 12 are complied with. A Note Pledgee that is not a Qualified Transferee may not take title to a Note without
a Rating Agency Confirmation. Upon written notice, if any, by the pledging Holder to the other Holders and the Servicer that a
Pledge has been effected (including the name and address of the applicable Note Pledgee), the other Holders agree to acknowledge
receipt of such notice and thereafter agree: (i) to give such Note Pledgee written notice of any default by the pledging Holder
in respect of its obligations under this Agreement of which default such Holder has actual knowledge and which notice shall be
given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Note Pledgee a period of ten (10)
Business Days to cure a default by the pledging Holder in respect of its obligations to the other Holders hereunder, but such
Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of
this Agreement or the Servicing Agreement (if the pledging Holder had the right to consent to such amendment, modification, waiver
or termination pursuant to the terms hereof) 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 and which consent shall be deemed to be
given if Note Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination
within 10 days after request therefor; (iv) that the other Holders shall accept any cure by such Note Pledgee of any default of
the pledging Holder which such pledging Holder has the right to effect hereunder, as if such cure were made by such pledging Holder;
(v) that the other Holders or Servicer 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 the other Holders; and (vi)
that, upon written notice (a “Redirection Notice”) to the Servicer by such Note Pledgee that the pledging Holder
is in default beyond any applicable cure periods with respect to the pledging


 



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Holder’s
obligations to such Note Pledgee pursuant to the applicable credit agreement or other agreements relating to the Pledge between
the pledging Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until
such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee (or at any time that pledging Holder otherwise
directs that such payment be made to Note Pledgee pursuant to a separate notice) shall be entitled to receive any payments that
any Servicer would otherwise be obligated to make to the pledging Holder from time to time pursuant to this Agreement or any Servicing
Agreement. Any pledging Holder hereby unconditionally and absolutely releases the other Holders and any Servicer from any liability
to the pledging Holder on account of any Holder’s or Servicer’s compliance with any Redirection Notice believed by
any Servicer or other Holders in good faith to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise
fully its rights and remedies against the pledging Holder (and accept an assignment in lieu of foreclosure as to such collateral),
in accordance with applicable law, the pledge agreement, repurchase agreement or similar agreement between the pledging Holder
and the Note Pledgee and this Agreement. In such event, or if the pledging holder otherwise assigns its interests to the Note
Pledgee, the other Holders and the Servicer shall recognize such Note Pledgee (and any transferee (other than the Borrower or
any Borrower Party Affiliate) that is also a Qualified Transferee at any foreclosure or similar sale held by such Note Pledgee
or any transfer in lieu of foreclosure), and such Person’s successor and assigns, as the successor to the pledging Holder’s
rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Transferee shall assume in writing
the obligations of the pledging 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 12(d) shall remain effective as to any Holder (and any Servicer) unless and until such Note Pledgee shall
have notified such Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


13.       Exercise
of Remedies by the Servicer.  (a) Subject to the terms of this Agreement and the Servicing Agreement and subject
to the rights and consents, where required, of the Directing Holder, the Servicer shall have the sole and exclusive authority
with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without
limitation, the sole and exclusive authority to (i) modify or waive any of the terms of the Mortgage Loan Documents, (ii) consent
to any action or failure to act by the Borrower or any party to the Mortgage Loan Documents, (iii) vote all claims with respect
to the Mortgage Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect
the Holders’ interests with respect to the Mortgage Loan or to refrain from exercising any powers or rights under the Mortgage
Loan Documents, including the right at any time to call or waive any Events of Default, or accelerate or refrain from accelerating
the Mortgage Loan or institute any foreclosure action, and the Holders shall have no voting, consent or other rights whatsoever
with respect to the Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan
other than as provided in the Servicing Agreement. Subject to the terms and conditions of the Servicing Agreement, the Servicer
shall have the sole and exclusive authority to make Property Advances with respect to the Mortgage Loan. Except as otherwise provided
in this Agreement, each Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys
to the Servicer the rights, if any, that such Holder has to (A) call or cause the Servicer to call an Event of Default under the


 



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Mortgage
Loan, or (B) exercise any remedies with respect to the Mortgage Loan or the Borrower, including, without limitation, filing or
causing the Lead Note Holder or such Servicer to file any bankruptcy petition against the Borrower. Each Holder shall, from time
to time, execute such documents as any Servicer shall reasonably require to evidence such assignment with respect to the rights
described in clause (iii) of the first sentence in this Section 13(a).


 


(b)       The
Lead Servicer and the related Trustee shall not have any fiduciary duty to the Non-Lead Note Holders in connection with the administration
of the Mortgage Loan (but the foregoing shall not relieve the Lead Servicer and the related Trustee from their respective obligation
under the Servicing Agreement to make any disbursement of funds as set forth herein).


 


(c)       The
Holders hereby acknowledge and agree that the Servicing Agreement shall provide that, subject to the satisfaction of the conditions
set forth in the next sentence, upon the Mortgage Loan becoming a Defaulted Mortgage Loan, if the Special Servicer determines
to sell the Defaulted Mortgage Loan (or the Lead Note), it will be required to sell the entire Defaulted Mortgage Loan as a single
whole loan (i.e., both the Lead Note and Non-Lead Notes). Any such sale of the entire Defaulted Mortgage Loan is subject to the
satisfaction of the following:


 


(i)        Each
Non-Lead Note Holder has provided written consent to such sale; or


 


(ii)      The
Special Servicer has delivered the following notices and information to each Non-Lead Note Holder:


 


(1)       at
least 15 Business Days prior written notice of any decision to attempt to sell the Defaulted Mortgage Loan;


 


(2)       at
least 10 days prior to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages)
received by the Special Servicer in connection with any such proposed sale;


 


(3)       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 requested by a Non-Lead Note Holder; and


 


(4)       until
the sale is completed and a reasonable period of time (but no less time than is afforded to other offerors and the Directing Holder)
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.


 


Any
Non-Lead Note Holder may waive any delivery or timing requirements set forth above only for itself. Subject to the foregoing,
each of the Lead Note Holder, the Directing Holder, the Non-Lead Note Holders and the Non-Directing Holders shall


 



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be
permitted to submit an offer at any sale of the Defaulted Mortgage Loan (unless such Person is the Borrower or a Borrower Party
Affiliate).


 


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


 


(d)       Notwithstanding
anything to the contrary contained herein, the exercise by the Servicer on behalf of the Holders of its rights under this Section
13 shall be subject in all respects to any section of the Servicing Agreement governing REMIC administration, and in no event
shall the Servicer be permitted to take any action or refrain from taking any action if taking or failing to take such action,
as the case may be, would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents or be inconsistent
with the Servicing Standard or violate any other provisions of the Servicing Agreement or violate the REMIC provisions of the
Code or any regulations promulgated thereunder, including, without limitation, the provisions of Section 2(f) of this Agreement.


 


14.       Rights
of the Directing Holder. (a) The Directing Holder shall be entitled to exercise the rights and powers granted to the
Directing Holder hereunder and the rights and powers granted to the “Directing Holder,” “Controlling Class Certificateholder,”
“Controlling Class Representative” or similar party under, and as defined in, the Servicing Agreement with respect
to the Mortgage Loan. In addition, the Directing Holder shall be entitled to advise (1) the Special Servicer with respect to all
matters related to a Specially Serviced Mortgage Loan and (2) the Special Servicer with respect to all matters for which the Master
Servicer must obtain the consent or deemed consent of the Special Servicer, and, except as set forth below (i) the Master Servicer
shall not be permitted to take any Major Action 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 taking any Major Action nor will the Special
Servicer itself be permitted to take any Major Action as to which the Directing Holder has objected in writing within ten (10)
Business Days (or 30 days with respect to an Acceptable Insurance Default) after receipt of the written recommendation and analysis
and such additional information requested by the Directing Holder as may be necessary in the reasonable judgment of the Directing
Holder in order to make a judgment with respect to such Major Action. The Directing 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 Directing Holder may deem advisable,
subject to the terms of the Servicing Agreement.


 


(b)       If
the Directing Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Action within ten
(10) Business Days (or 30 days with respect to an Acceptable Insurance Default) after delivery to the Directing Holder by the
applicable Servicer of written notice of a proposed Major Action together with any information


 



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requested
by the Directing Holder as may be necessary in the reasonable judgment of the Directing Holder in order to make a judgment, then
upon the expiration of such ten (10) Business Day (or 30 days with respect to an Acceptable Insurance Default) period, such Major
Action shall be deemed to have been approved by the Directing Holder.


 


(c)       In
the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by the 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 Directing Holder is necessary to protect the interests of the Holders (as a collective whole)
and the Special Servicer has made a reasonable effort to contact the Directing Holder, the Master Servicer or the Special Servicer,
as the case may be, may take any such action without waiting for the Directing Holder’s response.


 


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


 


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


 


15.       Appointment
of Special Servicer.  Subject to the terms of the Servicing Agreement, the Directing Holder 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 Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate
a Person to serve as Special Servicer by delivering to the other Holders (including, to the extent a Note is included in a Securitization,
the parties to the related PSA) a written notice stating such designation and by satisfying the other conditions required under
the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing
Agreement), if any.


 






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16.       Rights
of the Non-Directing Holders. (a) The Servicing Agreement shall provide that the Servicer shall be required:


 


(i)        to
provide copies of the same notices, information and reports that it is required to provide to the Directing Holder pursuant to
the Servicing Agreement with respect to any Major Actions or the implementation of any recommended actions outlined in an Asset
Status Report relating to the Mortgage Loan to the Non-Directing Holders (but without regard to whether or not the Directing Holder
actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time
frame as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has
lost any rights to receive such information as a result of a Consultation Termination Event), provided, however,
that if a Non-Lead Note has been included in a Securitization, then for any information for which the Special Servicer would be
required to provide to such Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer of the
other Securitization, who shall forward such notice as and when required under the terms of the related Securitization documents;
and


 


(ii)       to
consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports,
such Non-Directing Holder requests consultation with respect to any such Major Action or the implementation of any recommended
actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such
Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to each
Non-Directing Holder of written notice of a proposed action, together with copies of the notice, information and report required
to be provided to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether
or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course
of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall
be begin anew from the date of such proposal and delivery of all information relating thereto).


 


(b)       Notwithstanding
the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Action or any action
set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Servicer
determines that immediate action with respect thereto is necessary to protect the interests of the Holders.


 


(c)       In
addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to participate in annual
conference calls with the Master Servicer or the Special Servicer 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)       In
no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing
Holders.


 






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(e)       Any
Non-Directing Holder that is the Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set forth in
this Section 16.


 


17.       Advances;
Reimbursement of Advances. (a) From time to time, (i) pursuant to terms of the Servicing Agreement, the Lead Servicer
and/or the related Trustee may be obligated to make (1) Property Advances with respect to the Mortgage Loan or the Mortgaged Property
and (2) P&I Advances with respect to the Lead Note and (ii) pursuant to the terms of a Non-Lead Servicing Agreement, the related
Non-Lead Master Servicer and/or the related Trustee may be obligated to make P&I Advances with respect to a Non-Lead Note.
The Lead Servicer and/or the related Trustee will not be required to make any P&I Advance with respect to any Non-Lead Note
and the related Non-Lead Master Servicer and/or the related Trustee will not be required to make any P&I Advance with respect
to any Lead Note, any other Non-Lead Note or any Property Advance. The Lead Servicer, each Non-Lead Master Servicer and any Trustee
will be entitled to interest on any Advance made in the manner and from the sources provided in the Note A-1 PSA, the Note A-2
PSA and the Note A-3 PSA.


 


(b)       The
Lead Servicer and the related Trustee, as applicable, will be entitled to reimbursement for a Property Advance, first from
the Collection Account established with respect to the Mortgage Loan, and then, if such Property Advance is a Nonrecoverable
Advance, if such funds on deposit in the Collection Account are insufficient, from general collections of the Lead Securitization
as provided in the Servicing Agreement.


 


(c)       To
the extent amounts on deposit in the Collection Account with respect to the Mortgage Loan are insufficient to reimburse the Lead
Servicer for any Property Advance and/or interest thereon and the Lead Servicer or the related Trustee, as applicable, obtains
funds from general collections of the Lead Securitization as a reimbursement for a Property Advance or interest thereon, each
Non-Lead Note Holder (including any Securitization into which any Non-Lead Note is deposited) shall be required to, promptly following
notice from the Lead Servicer, pay to the Lead Securitization for its pro rata share of such Property Advance and/or interest
thereon at the Reimbursement Rate. In addition, each Non-Lead Note Holder (including any Securitization into which any Non-Lead
Note is deposited) shall promptly reimburse the Lead Servicer or the related Trustee for such Non-Lead Note Holder’s pro
rata share of any fees, costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan
as to which the Lead Securitization or any of the parties thereto are entitled to be reimbursed pursuant to the terms of the Servicing
Agreement (to the extent amounts on deposit in the Collection Account with respect to the Mortgage Loan are insufficient for reimbursement
of such amounts).


 


(d)       The
parties to each of the Note A-1 PSA, the Note A-2 PSA and the Note A-3 PSA shall each be entitled to make their own recoverability
determination with respect to a P&I Advance based on the information that they have on hand and in accordance with the Note
A-1 PSA, the Note A-2 PSA or the Note A-3 PSA, as applicable.


 


(e)       If
the Lead Servicer or the related Trustee elects to defer the reimbursement of a Property Advance in accordance with the terms
of the Servicing Agreement, the Lead Servicer or the related Trustee shall also defer its reimbursement of each Non-Lead Note
share from the Non-Lead Note Holders.


 






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18.       Provisions
Relating to Securitization.  


 


(a) New Notes. For so long as a Note is not included in a Securitization, the Holder
of such Note (the “Resizing Holder”) shall have the right, subject to the terms of the Mortgage Loan Documents,
to cause the Borrower to execute amended and restated notes (“Amended Notes”) or additional notes (“New
Notes”) reallocating the principal of the Note or Notes that it owns (but in no case any Note that it does not then
own) among Amended Notes and New Notes or severing a Note into one or more further “component” notes in the aggregate
principal amount equal to the then outstanding principal balance of the Note or Notes being amended or created, provided
that (i) the aggregate principal balance of the Amended Notes and New Notes following such amendments is no greater than the principal
balance of the Amended Notes and New Notes prior to such amendments, (ii) all New Notes continue to have the same interest rate
as the Amended Note of which it was a part prior to such amendments, (iii) all New Notes pay pro rata and on a pari
passu basis with the Amended Notes and such reallocated or component notes shall be automatically subject to the terms of
this Agreement and (iv) the Resizing Holder holding the New Notes shall notify each other Holder, as applicable, and, if any other
Note has been included in a securitization, the parties under each applicable PSA, in writing (which may be by email) of such
modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to
execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on
behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of a
Note, (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the
respective original Note, (3) the definition of the term “Securitization” and all of the related defined terms may
be amended (and new terms added, as necessary) to reflect the New Notes and (4) if the Lead Note is severed into “component”
notes, another Note (or one of the New Notes) may be substituted for Note A-1 in the definition of “Directing Holder”
and the definitions of “Lead Note” and “Lead Securitization” and Non-Directing Holder” will be revised
accordingly. Neither Rating Agency Confirmation nor approval of the Directing Holder shall be required for any amendments to this
Agreement required to facilitate the terms of this Section 18(a). The Resizing Holder whose Note is being reallocated or
split pursuant to this Section 18(a) shall reimburse the other Holders for all costs and expenses incurred by the other
Holders in connection with the reallocation or split.


 


(b)       The
Non-Lead Note Holder agrees that (if a Non-Lead Note is included in a Securitization other than the Lead Securitization) it shall
cause the Non-Lead Servicing Agreement to provide as follows:


 


(i)        the
applicable master servicer or Trustee for such Securitization shall be required to notify the master servicer, special servicer
and Trustee of each other Securitization of the amount of any P&I Advance it has made with respect to the Note included in
such Securitization within two Business Days of making such advance;


 


(ii)       if
the applicable master servicer, special servicer or Trustee determines that a proposed P&I Advance, if made, or any outstanding
P&I Advance previously made, would be, or is, as applicable, a nonrecoverable advance, the master servicer shall


 



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provide
the other servicers written notice of such determination within 2 Business Days after such determination was made;


 


(iii)      in
the event such Non-Lead Note Holder is responsible for its proportionate share of any Nonrecoverable Advances (or any other portion
of a Nonrecoverable Advance) (and advance interest thereon) or other fee or expense pursuant to Section 17 and funds received
with respect to such Non-Lead Note are insufficient to cover such amounts, (x) the related master servicer will be required to
pay the Master Servicer, Special Servicer or Trustee under the Servicing Agreement, as applicable, out of general funds in the
collection account (or equivalent account) established under the related Non-Lead Servicing Agreement and (y) if the Lead Servicing
Agreement permits the Master Servicer, Special Servicer or Trustee under the Servicing Agreement to pay itself from the Lead Securitization
Trust’s general account then the master servicer under the related Non-Lead Servicing Agreement will be required to reimburse
the Lead Securitization Trust out of general funds in the collection account (or equivalent account) established under the related
Non-Lead Servicing Agreement;


 


(iv)     each
of the Master Servicer and the Special Servicer shall be indemnified (as and to the same extent the Lead Securitization Trust
is required to indemnify each such party) 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 any PSA that relate solely to its servicing
of the Mortgage Loan, as applicable, and the master servicer under the related Non-Lead Servicing Agreement will be required to
reimburse the Master Servicer, Special Servicer or Trustee under the Servicing Agreement, as applicable, out of general funds
in the collection account (or equivalent account) established under the related Non-Lead Servicing Agreement;


 


(v)       each
of Trustee and the master servicer under the Non-Lead Servicing Agreement, as applicable, shall acknowledge that, (i) each of
the Master Servicer and the Trustee under the Servicing Agreement will be a third party beneficiary under the Non-Lead Servicing
Agreement with respect to any provisions therein relating to (1) the reimbursement of any nonrecoverable advances made with respect
to such Non-Lead Note by the Master Servicer or the Trustee under the Servicing Agreement and (2) as to the Master Servicer only,
the indemnification of the Master Servicer 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 any PSA and relating to such Non-Lead
Note and (ii) the Special Servicer will be a third party beneficiary under the related Non-Lead Servicing Agreement with respect
to any provisions therein relating to (1) the reimbursement of any nonrecoverable advances made with respect to such Non-Lead
Note by the Special Servicer (it being understood that the Special Servicer is not required to make any Advances) and (2) the
indemnification of the Special Servicer 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 any PSA and relating to such Non-Lead
Note; and


 


(vi)      the
Master Servicer and the Special Servicer shall be third party beneficiaries of the foregoing provisions.


 






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(c)       Notice
to Parties to the Lead Securitization PSA. 


 


(i)        The Note A-1 Holder
shall provide the Depositor, the Trustee, the Servicer, and the Special Servicer under the Note A-2 PSA (as of the Note A-1 Securitization
Date) (provided such party is not also a party to the Note A-1 PSA) notice of the related Securitization in writing (which
may be by email) prior to or promptly following the closing date of the Note A-1 Securitization. Such notice shall contain contact
information for each of the parties to the Note A-1 PSA and the identity of the Controlling Class Representative under the Note
A-1 PSA. In addition, after the Note A-1 Securitization Date, the Note A-1 Holder shall send a copy of the related PSA to the
Depositor, the Servicer, and the Special Servicer under the Note A-2 PSA (as of the Note A-1 Securitization Date) (provided
such party is not also a party to the Note A-1 PSA).


 


(ii)       The
Note A-3 Holder shall provide the Depositor, the Trustee, the Servicer, and the Special Servicer under the Lead
Securitization PSA (as of the Note A-3 Securitization Date) (provided such party is not also a party to the Lead
Securitization PSA) notice of the Note A-3 Securitization in writing (which may be by email) prior to or promptly following
the closing date of the Note A-3 Securitization. Such notice shall contain contact information for each of the parties to the
Note A-3 PSA and the identity of the Controlling Class Representative under the Note A-3 PSA. In addition, after the Note A-3
Securitization Date, the related Note A-3 Holder shall send a copy of the Note A-3 PSA to the Depositor, the Servicer, and
the Special Servicer under the Lead Securitization PSA (as of the Note A-3 Securitization Date) (provided such party
is not also a party to the Lead Securitization PSA).


 


(d)       The
Servicing Agreement shall:


 


(i)        provide
that the Master Servicer and Trustee for such Securitization shall be required to notify the servicer, special servicer and Trustee
of each other Securitization of the amount of any P&I Advance it has made with respect to the Note included in such Securitization
within two Business Days of making such advance;


 


(ii)       provide
that if the Master Servicer or Trustee determines that a proposed P&I Advance, if made, or any outstanding P&I Advance
previously made, would be, or is, as applicable, a nonrecoverable advance, the Master Servicer shall provide the other servicers
written notice of such determination within two Business Days after such determination was made;


 


(iii)      provide
that the Master Servicer shall remit all payments received (or advanced) with respect to any Non-Lead Note, net of its Servicing
Fee and any other applicable fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to
the Non-Lead Holder on the applicable Master Servicer Remittance Date;


 


(iv)      provide
that the Master Servicer agrees to make available to each master servicer under a Non-Lead Servicing Agreement the CREFC®
Investor Reporting Package® pursuant to the terms of the Servicing Agreement on a monthly basis;


 






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(v)       provide
that the Master Servicer, any primary servicer, the Special Servicer and the Trustee for the Lead Securitization, certificate
administrator or other party acting as custodian for the Lead Securitization shall be required to deliver (and shall be required
to cause each other servicer and servicing function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation
AB) retained or engaged by it to deliver), to the parties to any Non-Lead Servicing Agreement, at its own expense, in a timely
manner, the reports, certifications, compliance statements, accountants’ assessments and attestations, information to be
included in reports (including, without limitation, Form 15G, Form 10K, Form 10D, Form 8K), notices, and other materials specified
in each of the other Servicing Agreements as the parties to each Non-Lead Securitization may require in order to comply with (1)
their obligations under the Securities Act of 1933, as amended, Securities Exchange Act of 1934 (including Rule 15Ga-1), as amended,
and Regulation AB, and any other applicable law and (2) any applicable comment letter from the Commission. Without limiting the
generality of the foregoing, each Lead Note Holder for a Lead Securitization shall provide in a timely manner to the depositor
and the Trustee for any prior Securitization a copy of the Servicing Agreement and each Lead Servicer (at the expense of the Lead
Note Holder) will be required, upon prior written request, to provide to the depositor and the Trustee for any prior Securitization
any other information required to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form
8-K, any other disclosure information required pursuant to Regulation AB in a timely manner for inclusion in any disclosure document
(and, with respect to the Servicing Agreement, for filing under Form 8-K), and with respect to the Lead Servicers, upon prior
written request, market indemnification agreements, opinions and Regulation AB compliance letters as were or are being delivered
with respect to the Lead Securitization. As used in this Agreement, “Regulation AB” means Subpart 229.1100 –
Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such may be amended from time to time, and
subject to such clarification and interpretation as have been provided by the United States Securities and Exchange Commission
(the “Commission”) or by the staff of the Commission, or as may be provided by the Commission or its staff
from time to time, in each case as effective from time to time as of the compliance dates specified therein. The Master Servicer,
any primary servicer and the Special Servicer, upon prior written request, shall each be required to provide certification and
indemnification to each Certifying Person with respect to the Sarbanes-Oxley Certification (or analogous terms) as such terms
are defined in the related Non-Lead Servicing Agreements;


 


(vi)      provide
that the servicing duties of each of the Master Servicer and Special Servicer under the Servicing Agreement shall include the
duty to service each Non-Lead Note on behalf of the related Trustees and related Certificate holders in accordance with the terms
and provisions of this Agreement;


 


(vii)     provide
that, with respect to any/each Non-Lead Note, the Master Servicer shall withdraw from the related Collection Account and remit
to the Holder of the Non-Lead Note, within one (1) Business Day of receipt of properly identified and available funds, any amounts
that represent late collections or principal prepayments on such Non-Lead Note or any successor REO Property with respect thereto
(exclusive of any portion of such amount payable or reimbursable to any third party in accordance with this


 



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Agreement),
unless such amount would otherwise be included in the monthly remittance to the Holder of such Non-Lead Note for such month; provided,
however, that to the extent any such amounts are received after 3:00 p.m. Eastern time on any given Business Day, the Master
Servicer shall use commercially reasonable efforts to remit later collections to the Non-Lead Master Servicer within one Business
Day of receipt of properly identified and available funds but, in any event, the Master Servicer shall remit such amounts within
two Business Days of receipt of properly identified and available funds;


 


(viii)    provide
that the Non-Lead Note Holders are intended third-party beneficiaries in respect of the rights afforded it under the Servicing
Agreement and each master servicer under a Non-Lead Servicing Agreement will be entitled to enforce the rights of the related
Trustee with respect to such Non-Lead Note under this Agreement and the Servicing Agreement;


 


(ix)       provide
that each master servicer and special servicer under any Non-Lead Servicing Agreement shall be a third-party beneficiary of the
Servicing Agreement with respect to all provisions therein expressly relating to compensation, reimbursement or indemnification
of such master servicer or special servicer, as the case may be, and the provisions regarding coordination of Advances;


 


(x)        provide
that it shall not be amended in a manner that materially and adversely affects the rights of the Non-Lead Note Holders without
their consent;


 


(xi)       satisfy
Moody’s rating methodology as of the Closing Date of the Lead Securitization related to permitted investments and eligible
accounts applicable to securities rated “Aaa” by Moody’s;


 


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


 


(xiii)     provide
that “servicer termination events” (or any analogous term under the Servicing Agreement) include customary market
termination events with respect to failure to make advances, failure to remit payments to the Non-Lead Note Holders as required,
failure to deliver (or cause to be delivered) materials or information required in order for the Non-Lead Note Holders or the
depositor under a related Non-Lead Servicing Agreement to timely comply with its obligations under the Securities Exchange


 



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Act
of 1934, as amended, the Securities Act of 1933, as amended, or Form SF-3, and for rating agency triggers with respect to any
Certificates, subject to customary grace periods (provided that, in the case of failures related to the securities laws, such
grace periods will not cause a depositor under a Non-Lead Servicing Agreement to fail to comply with the applicable provisions
of such securities laws). Upon the occurrence of such a servicer termination event with respect to the Master Servicer affecting
the Non-Lead Note Holder and the Master Servicer is not otherwise terminated pursuant to the Servicing Agreement, the Master Servicer
shall be required, upon the direction of the Non-Lead Note Holder, to appoint a subservicer with respect to the Non-Lead Note.
Upon the occurrence of a servicer termination event with respect to the Special Servicer affecting the Non-Lead Note Holder and
the Special Servicer is not otherwise terminated pursuant to the Servicing Agreement, the Trustee shall, upon direction of the
Non-Lead Note Holder, terminate the Special Servicer with respect to, but only with respect to, the Mortgage Loan; and


 


(xiv)       provide
that if a Non-Lead Note becomes the subject of an “asset review” under a Non-Lead Servicing Agreement, the applicable
parties to the Servicing Agreement are required to reasonably cooperate with the related asset representations reviewer or other
applicable party to such Non-Lead Servicing Agreement in connection with such asset review, including with respect to providing
access to related underlying documents to the extent the asset representations reviewer and such other applicable party to the
Non-Lead Servicing Agreement has not obtained such documents from the related Non-Lead Note Holder and such documents are in the
possession of the applicable party to the Servicing Agreement.


 


19.       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 DUTIES
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. 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.


 


20.       Modifications.  This
Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by the parties hereto. Additionally,
from and after a Securitization, except to (i) cure any ambiguity, (ii) correct any error, (iii) correct or supplement any provision
herein that may be defective or inconsistent with any other provision or provisions herein or with the Servicing Agreement, or
(iv) as set forth in Section 18(a), this Agreement may not be modified unless a Rating Agency Confirmation has been delivered
with respect to each Securitization.


 


21.       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


 



     -31-


     


    

 


assigns.
Each of the Master Servicer, Non-Lead Master Servicer and related Trustee is an intended third-party beneficiary of this Agreement.
Except as provided in Section 5 and the preceding sentence, none of the provisions of this Agreement shall be for the benefit
of or enforceable by any Person not a party hereto.


 


22.       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 as effective as delivery of a manually executed original counterpart of this Agreement


 


23.       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.


 


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


 


25.       Custody
of Mortgage Loan Documents.  The originals of all of the Mortgage Loan Documents (other than Note A-1 and Note A-3)
will be held by the Note A-2 Trustee (or by a custodian on its behalf) under the terms of the Note A-2 PSA on behalf of all of
the Holders until the Note A-1 Securitization Date, at which time the originals of all of the Mortgage Loan Documents (other than
Note A-2) will be transferred to and held by the Note A-1 Trustee (or by a custodian on its behalf) on behalf of all of the Holders.


 


[NO
FURTHER TEXT ON THIS PAGE]


 




     -32-


     


    

IN
WITNESS WHEREOF, each of the Note A-1 Holder, Note A-2 Holder and Note A-3 Holder has caused this Agreement to be duly executed
as of the day and year first above written.


 





	 	Note A-1 Holder:
	 	 
	 	DEUTSCHE
                    BANK AG, NEW YORK BRANCH

	 	 	 
	 	By: 	/s/ Matt Smith
	 	 	Name:  Matt Smith
Title:   Director





	 	 	 
	 	By: 	/s/ Helaine Kaplan
	 	 	Name:  Helaine Kaplan
Title:   Managing Director


 


BMARK
2018-B3 – Co-Lender Agreement


 




     


    


    

 





	 	Note A-2 Holder:
	 	 
	 	By: 	/s/ Matt Smith
	 	 	Name:  Matt Smith
Title:   Director





	 	 	 
	 	By:	/s/ Helaine Kaplan
	 	 	Name:  Helaine Kaplan
Title:   Managing Director


 


BMARK
2018-B3 – Co-Lender Agreement


 






     


    


    

 





	 	Note A-3 Holder:
	 	 
	 	DEUTSCHE
                    BANK AG, NEW YORK BRANCH

	 	 	 
	 	By: 	/s/ Matt Smith
	 	 	Name:  Matt Smith
Title:   Director





	 	 	 
	 	By:	/s/ Helaine Kaplan
	 	 	Name:  Helaine Kaplan
Title:   Managing Director


 


BMARK
2018-B3 – Co-Lender Agreement


 




     


    


    

 


EXHIBIT
A


 


MORTGAGE
LOAN SCHEDULE


 


   A.       Description
of Mortgage Loan


 


	Borrower:	Walsam
    36 Delaware LLC
	Mortgage
    Loan Origination Date:	February
    9, 2018
	Initial
    Principal Amount of Mortgage Loan:	$77,000,000
	Location
    of Mortgaged Property:	315-325
    West 36th Street, New York, New York 10018
	Current
    Use of Mortgaged Property:	Office
    – CBD
	Mortgage
    Interest Rate:	Note
                                         A-1: 4.505%

        

        Note
        A-2: 4.505%

        

        Note
        A-3:  4.505%

        

	Stated
    Maturity Date:	March
    6, 2028





 






     A-4


     


    

 


  B.       Description
of Notes


 


	Mortgage
    Loan Origination Date:	February
    9, 2018
	Initial
    Note A-1 Principal Balance:	$42,000,000
	Initial
    Note A-2 Principal Balance:	$30,000,000
	Initial
    Note A-3 Principal Balance:	$5,000,000
	Initial
    Note A-1 Percentage Interest	54.55%
	Initial
    Note A-2 Percentage Interest	38.96%
	Initial
    Note A-3 Percentage Interest	6.49%
	Note
    A-1 Interest Rate:	4.505%
	Note
    A-2 Interest Rate:	4.505%
	Note
    A-3 Interest Rate:	4.505%
	Note
    A-1 Default Interest Rate:	Lesser
    of (a) the maximum rate permitted by law or (b) four percent (4%) above the Note A-1 Interest Rate
	Note
    A-2 Default Interest Rate:	Lesser
    of (a) the maximum rate permitted by law or (b) four percent (4%) above the Note A-2 Interest Rate
	Note
    A-3 Default Interest Rate:	Lesser
    of (a) the maximum rate permitted by law or (b) four percent (4%) above the Note A-3 Interest Rate





 






     A-5


     


    

 


EXHIBIT
B


 


Note
A-1 Holder, Note A-2 Holder and Note A-3 Holder:


 


Deutsche
Bank AG, New York Branch 


60
Wall Street, 10th Floor 


New
York, New York 10005 


Attention:
Robert Pettinato and Lisa Patterson


Facsimile
No. (212) 797-4489


 


with
a copy to:


 


Deutsche
Bank AG, New York Branch 


60
Wall Street, 10th Floor


New
York, New York 10005


Attention:
General Counsel


Facsimile
No. (646) 736-5721


 


with
a copy to:


 


Sidley
Austin LLP


787
Seventh Avenue


New
York, New York 10019


Attention:
Alan S. Weil, Esq.


Facsimile
No. (212) 839-5599


 


with
a copy to:


 


Midland
Loan Services, a Division of PNC Bank, National Association


10851
Mastin, Ste 300


Overland
Park, Kansas 66210


Attention:
Jon C. Porter


Facsimile
No. (913) 253-9001


 




     B-1


     


    

 


EXHIBIT
C


 


PERMITTED
FUND MANAGERS


 


Westbrook
Partners 


iStar
Financial Inc. 


Capital
Trust 


Archon
Capital, L.P.


Whitehall
Street Real Estate Fund, L.P.


The
Blackstone Group


Normandy
Real Estate Partners


Dune
Real Estate Partners


AllianceBernstein


Rockwood


RREEF
Funds


Hudson
Advisors


Artemis
Real Estate Partners


Apollo
Real Estate Advisors


Colony
Capital, Inc.


Praedium
Group


Fortress
Investment Group, LLC


Lonestar
Opportunity Funds


Clarion
Partners


Walton
Street Capital, LLC


Starwood
Financial Trust


BlackRock,
Inc.


Eightfold
Real Estate Capital, L.P.


KKR
Real Estate Manager Finance LLC


 





    C-1