Exhibit 4.23


 


 





EXECUTION VERSION


 


resizing
AMENDMENT to CO-LENDER AGREEMENT


(OPRY
MILLS loan COMBINATION)


This Resizing Amendment,
dated as of August 9, 2016 (this “Resizing Amendment”), is made and executed pursuant to Section 31 of the Co-Lender
Agreement, dated as of July 29, 2016, initially between JPMorgan Chase Bank, National Association (“JPMCB”),
as initial owner of Note A-1, Note A-2 and Note A-3, and Citigroup Global Markets Realty Corp. (“CGMRC”), as
initial owner of Note A-4 and Note A-5 (the “Co-Lender Agreement”), in connection with the splitting of Note
A-5 into Note A-5-A and Note A-5-B.


Capitalized terms
used in this Resizing Amendment and not otherwise defined herein shall have the meanings given to such terms in the Co-Lender Agreement.


On July 29, 2016,
JPMCB sold Note A-1 to J.P. Morgan Chase Commercial Mortgage Securities Corp., which thereafter transferred Note A-1 to the trust
created in connection with the issuance of the JPMCC Commercial Mortgage Securities Trust 2016-JP2, Commercial Mortgage Pass-Through
Certificates, Series 2016-JP2 (the “Series 2016-JP2 Certificates”), which trust is the current holder of Note
A-1 and is the Lead Securitization Trust. On July 29, 2016, CGMRC sold Note A-4 to Citigroup Commercial Mortgage Securities Inc.,
which thereafter transferred Note A-4 to the trust created in connection with the issuance of the Citigroup Commercial Mortgage
Trust 2016-P4, Commercial Mortgage Pass-Through Certificates, Series 2016-P4, which trust is the current holder of Note A-4. As
of the date of this Resizing Amendment, JPMCB is the holder of Note A-2 and Note A-3 and CGMRC is the holder of Note A-5.


Pursuant to Section
31 of the Co-Lender Agreement, Wells Fargo Bank, National Association (“Wells Fargo”), in its capacity as Master
Servicer under the Lead Securitization Servicing Agreement (i.e. the Pooling and Servicing Agreement dated as of July 1, 2016 and
relating to the issuance of the Series 2016-JP2 Certificates), is authorized to execute this Resizing Amendment on behalf of the
current holders of the Notes in connection with the Resizing (as defined below).


Section 1.
Notification of Resizing. CGMRC hereby notifies Wells Fargo, in its capacity as Master Servicer under the Lead Securitization
Servicing Agreement, that, as of August 9, 2016, in accordance with, and pursuant to, Section 31 of the Co-Lender Agreement, Note
A-5 in the original principal amount of $80,000,000 has been split and severed into two (2) pari passu promissory notes
(the “Resizing”), represented by (i) that certain Replacement Promissory Note A-5-A in the principal amount
of $60,000,000 (“Note A-5-A”), and (ii) that certain Replacement Promissory Note A-5-B in the principal amount
of $20,000,000 (“Note A-5B”), which replacement promissory notes constitute New Notes under the Co-Lender Agreement.


Section 2. Satisfaction
of Resizing Conditions. CGMRC hereby certifies that the conditions set forth in clauses (i) through (iv) of Section
31 of the Co-Lender Agreement have been satisfied with respect to the New Notes.



    	 	 	 



     


    




 


Section 3.
Amendment of Co-Lender Agreement. The Co-Lender Agreement is hereby amended as follows in connection with the Resizing:


(i)The definition
of “Note A-5”, in the Co-Lender Agreement, shall hereafter refer to each of Note A-5-A and Note A-5-B. Any other defined
terms in the Co-Lender Agreement that relate to Note A-5 shall be construed in a manner correlative with the foregoing.


(ii)Any and all
provisions in the Co-Lender Agreement that set forth the rights and obligations of Note A-5 and the holder(s) thereof shall be
construed to apply to each of Note A-5-A and Note A-5-B and their respective holders, severally and not collectively.


(iii)Any payments,
collections, costs, expenses, liabilities or other amounts allocable to the Notes and the Holders pursuant to the Co-Lender Agreement
shall be allocable to Note A-5-A and Note A-5-B and their respective Holders on a pari passu and pro rata basis with the other
Notes subject to the Co-Lender Agreement, in accordance with the terms of the Co-Lender Agreement.


(iv) The Mortgage
Loan Schedule attached to the Co-Lender Agreement as Exhibit A is hereby deleted in its entirety and replaced with the schedule
attached as Exhibit A hereto to reflect the creation of the New Notes.


Section 4.
Effectiveness of Resizing Amendment. This Resizing Amendment shall become effective upon its having been duly executed by
Wells Fargo, as Master Servicer under the Lead Securitization Servicing Agreement on behalf of the Holders and acknowledged and
accepted by CGMRC with respect to Sections 1 and 2 hereof.


Section 5.
Governing Law. This Resizing Amendment and any claim, controversy or dispute arising under or related to this Resizing Amendment,
the relationship of the parties to this Resizing Amendment, and/or the interpretation and enforcement of the rights and obligations
of the parties to this Resizing Amendment shall be governed by and construed in accordance with the internal laws and decisions
of the state of New York, without regard to the choice of law rules thereof (other than section 5-1401 of the New York general
obligations law).


Section
6.Counterparts. This Resizing Amendment 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 Resizing
Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed
original counterpart of this Resizing Amendment.


Section
7.Captions. The titles and headings of the paragraphs of this Resizing Amendment 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 Resizing Amendment.


Section
8.Severability. Wherever possible, each provision of this Resizing Amendment shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this Resizing Amendment shall be prohibited by or invalid
under applicable laws, such provision shall be ineffective to the extent of such prohibition or invalidity, 



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without invalidating
the remainder of such provision or the remaining provisions of this Resizing Amendment.


Section 9.Continuation
of Co-Lender Agreement. Except as amended hereby, the Co-Lender Agreement shall continue to remain in full force and effect.


 


[SIGNATURE PAGE FOLLOWS]


 


 




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IN WITNESS WHEREOF, the undersigned has
caused this Resizing Amendment to be duly executed as of the day and year first above written.


 


	 	Wells fargo bank, national association, in its capacity as Master Servicer under the Lead Securitization Servicing Agreement, on behalf of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder
	 	 	
	 	 	 
	 	By:	 /s/ Melissa Hendren
	 	 	Name: Melissa Hendren
	 	 	Title: Vice President


 


 


Resizing Amendment to Co-Lender Agreement
(Opry Mills)




    	 	 



     


    

ACKNOWLEDGED
AND AGREED:


CITIGROUP
GLOBAL MARKETS REALTY CORP., 

as Initial Note A-5 Holder for purposes of Sections 1 and 

2 hereof


By: /s/ Richard W. Simpson


Name: Richard W. Simpson

Title: Authorized Signatory


 


 


 


Resizing Amendment to Co-Lender Agreement
(Opry Mills)




    	 	 



     


    

EXHIBIT A


MORTGAGE LOAN SCHEDULE


Description of Mortgage Loan


	Borrower:	Opry Mills Mall Limited Partnership
	Mortgage Loan Origination Date:  	April 27, 2016
	Date of Mortgage Loan: 	June 2, 2016
	Date of Notes: 	June 2, 2016
	Original Principal Amount of Mortgage Loan:	$375,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$375,000,000
	Note A-1 Principal Balance:	$80,000,000
	Note A-2 Principal Balance:	$65,000,000
	Note A-3 Principal Balance:	$80,000,000
	Note A-4 Principal Balance:	$70,000,000
	Note A-5-A Principal Balance:	$60,000,000
	Note A-5-B Principal Balance:	$20,000,000
	Location of Mortgaged Property:	433 Opry Mills Dr, Nashville, TN 37214
	Initial Maturity Date:	July 1, 2026


 




 


 


 



    	 	Exh. A-1