Exhibit 4.16


 


EXECUTION VERSION


 


 






Mills Fleet Farm


 


CO-LENDER AGREEMENT


 


Dated as of November 17, 2016


 


between


 


CANTOR COMMERCIAL REAL ESTATE LENDING,
L.P.


(Note A-1 Holder)


and


CANTOR COMMERCIAL REAL ESTATE LENDING,
L.P.


(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	11
	3.   	Priority of  Notes	13
	4.   	Workout	14
	5.   	Accounts; Payment Procedure	14
	6.   	Limitation on Liability	15
	7.   	Representations of the Holders	15
	8.   	Independent Analyses of each Holder	16
	9.   	No Creation of a Partnership or Exclusive Purchase Right	16
	10.   	Not a Security	16
	11.   	Other Business Activities of the Holders	16
	12.   	Transfer of Notes	17
	13.   	Exercise of Remedies by the Servicer	19
	14.   	Rights of the Directing Holder	21
	15.   	Appointment of Special Servicer	22
	16.   	Rights of the Non-Directing Holders	22
	17.   	Advances; Reimbursement of Advances	23
	18.   	Provisions Relating to Securitization	24
	19.   	Governing Law; Waiver of Jury Trial	29
	20.   	Modifications	29
	21.   	Successors and Assigns; Third Party Beneficiaries	30
	22.   	Counterparts	30
	23.   	Captions	30
	24.   	Notices	30
	25.   	Custody of Mortgage Loan Documents	30



 



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THIS CO-LENDER AGREEMENT
(the “Agreement”), dated as of November 17, 2016, is between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P.,
a Delaware limited partnership (“CCRE”), having an address at 110 East 59th Street, New York, New York 10022,
as the holder of Note A-1, CCRE, as the holder of Note A-2, and DEUTSCHE BANK AG, NEW YORK BRANCH (“DBAG”),
having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-3.


 


W I T N E S S E T H:


 


WHEREAS, CCRE has made
a mortgage loan in the original principal amount of $65,000,000 (the “Mortgage Loan”) to Store SPE Mills Fleet
2016-1, LLC, a Delaware limited liability company (the “Borrower”) pursuant to a loan agreement between the
Borrower, as borrower, and CCRE, as lender, dated as of June 16, 2016 (the “Loan Agreement”);


 


WHEREAS, the Mortgage
Loan is evidenced by three notes, Promissory Note A-1 in the original principal amount of $17,000,000, Promissory Note A-2 in the
original principal amount of $28,000,000 and Promissory Note A-3 in the original principal amount of $20,000,000 (“Note
A-1,” “Note A-2” and “Note A-3” respectively and individually, each, a “Note”
and collectively the “Notes”);


 


WHEREAS, the Mortgage
Loan is secured by a first mortgage lien (the “Mortgage”) on the properties listed in Schedule V to the Loan
Agreement (the “Mortgaged Properties”);


 


WHEREAS, CCRE intends
(but is not bound) to sell, transfer and assign its right, title and interest in and to all or a portion of Note A-1 to CCRE Commercial
Mortgage Securities, L.P. (“CCRE Depositor”), as depositor, pursuant to a Mortgage Loan Purchase Agreement by
and between CCRE Depositor, as purchaser, and CCRE as seller, and CCRE Depositor intends to transfer its right, title and interest
in and to Note A-1 to a trustee for the CFCRE 2016-C6 Mortgage Trust; provided, however, that CCRE may sell, transfer
and assign Note A-1 to another depositor for deposit into another securitization trust (such sales, transfers and assignments,
the “Note A-1 Securitization”);


 


WHEREAS, CCRE intends
(but is not bound) to sell, transfer and assign its right, title and interest in and to all or a portion of Note A-2 to Citigroup
Commercial Mortgage Securities Inc. (“CGCMSI”), as depositor, pursuant to a Mortgage Loan Purchase Agreement
by and between CGCMSI, as purchaser, and CCRE as seller, and CMCMSI intends to transfer its right, title and interest in and to
Note A-2 to a trustee for the CGCMT 2016-C3 Mortgage Trust; provided, however, that CCRE may sell, transfer and assign
Note A-2 to another depositor for deposit into another securitization trust (such sales, transfers and assignments, the “Note
A-2 Securitization”);


 


WHEREAS, DBAG intends
(but is not bound) to sell, transfer and assign its right, title and interest in and to all or a portion of Note A-3 to German
American Capital Corporation or an Affiliate (individually or collectively, “GACC”) and GACC intends (but is
not bound) to


 






    	 



     

    

 


sell,
transfer and assign its right, title and interest in and to all or a portion of Note A-3 to Deutsche Mortgage & Asset Receiving
Corporation, as depositor, pursuant to a Mortgage Loan Purchase Agreement by and between Deutsche Mortgage & Asset Receiving
Corporation, as purchaser, and GACC, as seller, and Deutsche Mortgage & Asset Receiving Corporation intends to transfer its
right, title and interest in and to Note A-3 to a trustee for the CD 2016-CD2 Mortgage Trust; provided, however, that GACC may
sell, transfer and assign Note A-3 to another depositor for deposit into another securitization trust (such sales, transfers and
assignments, the “Note A-3 Securitization”);


 


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 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. For the purposes of this definition, “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.


 


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


 


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


 


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


 






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“Borrower Party
Affiliate”: With respect to a borrower, a mortgagor, a manager of a 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, “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.


 


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


 


“CCRE”
shall mean Cantor Commercial Real Estate Lending, L.P. and its successors in interest.


 


“CCRE Depositor”
shall mean CCRE Commercial Mortgage Securities, L.P. and its successors in interest.


 


“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 (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.


 


“CGCMSI”
shall mean Citigroup Commercial Mortgage Securities Inc. and its successors in interest.


 


“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.


 






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“DBAG”
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” 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, the CCRE Depositor, (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.


 


“Designated
Holder” shall mean the Holder of Note A-2.


 


“Directing Holder”
shall mean the Note A-2 Holder, or if Note A-2 is included in a Securitization, the holders of the Note A-2 Securitization 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-2 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.


 


“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.


 






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


 


“GACC”
shall mean German American Capital Corporation or an Affiliate and their 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 which
holds Note A-1, Note A-2 or Note A-3 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 Note A-2.


 


“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.


 


“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:


 


(i)         with
respect to Note A-1, prior to the securitization of Note A-1, the “Master Servicer Remittance Date” (or analogous term)
as defined in the Servicing Agreement, and on or after the securitization of Note A-1, the first Business Day after the “determination
date,” as such term or a similar term is defined in the Note A-1 PSA; provided,


 






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however,
that such date is at least one Business Day after the scheduled monthly payment date with respect to the Mortgage Loan;


 


(ii)        with
respect to Note A-2, the “Master Servicer Remittance Date” (or analogous term) as defined in the Servicing Agreement;
and


 


(iii)       with
respect to Note A-3, prior to the securitization of Note A-3, the “Master Servicer Remittance Date” (or analogous term)
as defined in the Servicing Agreement, and on or after the securitization of Note A-3, the first Business Day after the “determination
date,” as such term or a similar term is defined in the Note A-3 PSA; provided, however, that such date is at least
one Business Day after the scheduled monthly payment date with respect to the Mortgage Loan.


 


For the avoidance of
doubt, any late collections received by the Master Servicer after the related due date under the Mortgage Loan shall be remitted
by the Master Servicer in accordance with Section 18(d)(vii) below.


 


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


 


“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.


 


“Mortgage Loan
Seller” shall mean CCRE and its successors in interest and/or any transferee of CCRE that deposits all or a portion of
a Note into a securitization.


 






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


 


“Non-Directing
Holders” shall mean the holders of all or a portion of Note A-1 and Note A-3, or if all or a portion of a Note is included
in a Securitization, the 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-1 PSA and the Note A-3 PSA to exercise the rights granted to the Non-Directing Holders in this
Agreement.


 


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


 


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


 


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


 


“Non-Lead Securitization”
shall mean, at any time, each Securitization that is not then the Lead Securitization.


 


“Non-Lead Servicing
Agreements” shall mean the PSA with respect to each Non-Lead Note (other than a 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 CCRE or any subsequent holder of Note A-1.


 


“Note A-1
Master Servicer” shall mean the master servicer of the Mortgage Loan 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 mean the “pooling and servicing agreement” entered into in connection with the Note A-1 Securitization.


 


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


 


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


 






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“Note A-1
Special Servicer” shall mean the special servicer for the Mortgage Loan under the Note A-1 PSA.


 


“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 CCRE or any subsequent holder of Note A-2.


 


“Note A-2 PSA”
shall mean the “pooling and servicing agreement” entered into in connection with the Note A-2 Securitization.


 


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


 


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


 


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


 


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


 


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


 


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


 


“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 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.


 






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“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 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 Interest Rate of such Note based on the outstanding principal balance of 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”
means any of the Note A-1 PSA, the Note A-2 PSA and the Note A-3 PSA.


 


“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) that (i) is then acting 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,


 






    	-9- 



     

    

 


as
applicable, as the sole or material factor in such rating action and (5) in the case of DBRS, such servicer is then acting as
servicer or special servicer, as applicable, in a commercial mortgage loan securitization 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. 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.


 


“Qualified Transferee”
shall mean an Affiliate of CCRE or in the event that CCRE transfers all or any portion of Note A-3 to GACC, GACC or an Affiliate
or one or more of the following (other than a Borrower or any entity which 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; (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


 






    	-10- 



     

    

 


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 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 Designated 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


 






    	-11- 



     

    

 


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.


 


“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 division of S&P Global, and its successors in interest.


 


“Securitization”
shall mean the Note A-1 Securitization, the Note A-2 Securitization and/or the Note A-3 Securitization, as applicable.


 


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


 


“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. 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.


 






    	-12- 



     

    

 


“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.


 


“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 or the Note A-3 PSA, as the context requires.


 


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. Each holder agrees to reasonably cooperate with each Servicer with respect to its exercise of
its rights and obligations under the Servicing Agreement.


 


(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 Designated 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,


 






    	-13- 



     

    

 


that
until a replacement Servicing Agreement has been entered into (and such written confirmation has been obtained), the Designated
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 Designated Holder and does not have to be performed by the service providers set forth under the Servicing Agreement
that was previously in effect.


 


(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 a 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 and the Mortgage Loan Documents in connection with the servicing
of the Mortgage Loan.


 


(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


 






    	-14- 



     

    

 


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 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 and reimbursement of 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.


 


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 by wire transfer to accounts maintained by the Note A-1
Holder, the Note A-2 Holder and the Note A-3 Holder, respectively; provided that any late collections received by the
Master Servicer after the related due date under the Mortgage Loan shall be remitted by the Master Servicer in accordance
with Section 18(d)(vii) of this Agreement.


 






    	-15- 



     

    

 


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 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, the Note A-2 Holder, the Note A-3 Holder or 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 which 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


 






    	-16- 



     

    

 


of, any material agreement or other instrument to which
it is a party or that is applicable 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 negligence, willful
misconduct or bad faith by any Servicer, subject to the terms of the Servicing Agreement.


 


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 other Holder a partnership, association, joint venture or other entity. Each Holder (or the Master


 






    	-17- 



     

    

 


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 or the Securities Exchange Act of 1934.


 


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 a 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. None of the provisions of this Section 12(a) shall apply in
the case of a sale of Note A-1 together with Note A-2 and Note A-3, in accordance with the terms and conditions of the Lead
Securitization PSA.


 






    	-18- 



     

    

 


(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 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 a 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 Holder’s obligations
to such Note Pledgee pursuant to the applicable credit agreement or other


 






    	-19- 



     

    

 


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 a 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 Mortgage Loan, or (B) exercise any remedies with respect to the Mortgage Loan or the


 






    	-20- 



     

    

 


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


 






    	-21- 



     

    

 


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 Holder 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 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


 






    	-22- 



     

    

 


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.


 






    	-23- 



     

    

 


16.       Rights
of the Non-Directing Holders. (a) The Lead Securitization PSA 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 Note has been included in a Non-Lead Securitization transaction, 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 transaction, 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 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.


 






    	-24- 



     

    

 


(e)       Any
Non-Directing Holder that is a 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 or the Note A-3 PSA, as
applicable.


 


(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.


 






    	-25- 



     

    

 


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 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 Note A-2 is severed
into “component” notes, another note (or one of the New Notes) may be substituted for Note A-2 in the definition of
“Designated Holder” and “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 (unless the Non-Lead Note and the Lead Note are included in the same 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


 






    	-26- 



     

    

 


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.


 






    	-27- 



     

    

 


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


 


(d)        The
Lead Securitization PSA 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; provided, that any late collections received by the Master
Servicer after the related due date under the Mortgage Loan shall be remitted by the Master Servicer in accordance with Section
18(d)(vii) below;


 


(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 on the applicable
Master Servicer Remittance Date;


 


(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


 






    	-28- 



     

    

 


Securitization may require in order to comply with 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. 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 Lead Securitization PSA 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 (at the expense of the requesting party), 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.
To the extent a Lead Servicer (or a primary or sub-servicer servicing the Mortgage Loan pursuant to the Servicing Agreement) is
required by a Non-Lead Securitization party to deliver disclosure information pursuant to Regulation AB in a future Securitization
and, if such Lead Servicer is not also the Non-Lead Master Servicer, the applicable special servicer or other party to the related
Non-Lead Servicing Agreement, or a primary servicer who is a servicing function participant, or an Affiliate of the Mortgage Loan
Seller or material relationship in connection with such future Securitization, and therefore is not already providing such information
in connection with the future Securitization, the Mortgage Loan Seller shall be responsible for costs related to compliance with
the related requirements of Regulation AB. 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


 






    	-29- 



     

    

 


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 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 Act of 1934, as amended,
the Securities Act of 1933, as amended, or Form SF-3, and for


 






    	-30- 



     

    

 


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);
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 and 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 any 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 cure any ambiguity or to correct any error or 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 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


 






    	-31- 



     

    

 


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 the Non-Lead Notes) will be held
by the Trustee (or by a custodian on its behalf) of the Lead Securitization under the terms of the Lead Securitization PSA on behalf
of all of the Holders.


 


[NO FURTHER TEXT ON THIS PAGE]


 




    	-32- 



     

    

 


IN WITNESS WHEREOF, each
of the Note A-1 Holder, the Note A-2 Holder and the 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:
	 	 	 
	 	CANTOR COMMERCIAL REAL ESTATE
LENDING, L.P.
	 	 	 
	 	By:	/s/ Anthony Orso
	 	 	Name: Anthony Orso
	 	 	Title: CEO-CCRE






 


MILLS
FLEET FARM CO-LENDER AGREEMENT


 




    	 



     

    

 





	 	Note A-2 Holder:
	 	 	 
	 	CANTOR COMMERCIAL REAL ESTATE
LENDING, L.P.
	 	 	 
	 	By:	/s/ Anthony Orso
	 	 	Name: Anthony Orso
	 	 	Title: CEO-CCRE


 


MILLS
FLEET FARM CO-LENDER AGREEMENT


 






    	 



     

    

 





	 	Note A-3 Holder:
	 	 	 
	 	DEUTSCHE BANK AG, NEW YORK
BRANCH
	 	 	 
	 	By:	/s/ Natalie D. Grainger
	 	 	Name: Natalie D. Grainger
	 	 	Title: Director





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


 


MILLS
FLEET FARM CO-LENDER AGREEMENT


 




    	 



     

    

 


EXHIBIT A


 


MORTGAGE LOAN SCHEDULE


 


A.       Description of Mortgage
Loan


 


	Borrower:	Store SPE Mills Fleet 2016-1, LLC
	Mortgage Loan Origination Date:  	June 16, 2016
	Initial Principal Amount of Mortgage Loan:	$65,000,000
	Co-Lender Closing Date Mortgage Loan Principal Balance:	$65,000,000
	Locations of Mortgaged Properties:	
        Fargo, North Dakota

        Hudson, Wisconsin

        Mankato, Minnesota

        Green Bay, Wisconsin

        Marshfield, Wisconsin

	Current Use of Mortgaged Property:	Retail Stores
	Mortgage Interest Rate:	
        Note A-1:               4.750%

        Note A-2:               4.750%

        Note A-3:               4.750%

	Maturity Date:	July 6, 2026



 



    	A-2 



     

    

 


B.       Description of Notes


 


	Mortgage Loan Origination Date:	August 18, 2016
	Initial Note A-1 Principal Balance:	$17,000,000
	Initial Note A-2 Principal Balance:	$28,000,000
	Initial Note A-3 Principal Balance:	$20,000,000
	Initial Note A-1 Percentage Interest:	26.15%
	Initial Note A-2 Percentage Interest:	43.08%
	Initial Note A-3 Percentage Interest:	30.77%
	Note A-1 Interest Rate:	4.750%
	Note A-2 Interest Rate:	4.750%
	Note A-3 Interest Rate:	4.750%
	Note A-1 Default Interest Rate:	Lesser of (a) the maximum rate permitted by law or (b) three percent (3%) above the Note A-1 Interest Rate
	Note A-2 Default Interest Rate:  	Lesser of (a) the maximum rate permitted by law or (b) three percent (3%) above the Note A-1 Interest Rate
	Note A-3 Default Interest Rate:  	Lesser of (a) the maximum rate permitted by law or (b) three percent (3%) above the Note A-1 Interest Rate



 



    	A-2 



     

    

 


EXHIBIT B


 


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


 


Cantor Commercial Real Estate
Lending, L.P.

110 East 59th Street, 6th Floor

New York, New York 10022

Attention: Legal Department

Facsimile No.: (212) 610-3623

email: legal@ccre.com


 


with a copy to:


 


Cadwalader, Wickersham & Taft
LLP

200 Liberty Street

New York, New York 10281

Attention: Lisa Pauquette, Esq.

Facsimile No.: (212) 504-6666

email: lisa.pauquette@cwt.com


 


with a copy to:


 


Berkeley Point Capital LLC

One Beacon Street, 14th Floor

Boston, Massachusetts 02108

Attention: Nancy Navarro, Vice President, Servicing Department

Facsimile No.: (617) 275-7574


 


Note A-3 Holder:


 


Deutsche Bank AG, New York Branch

60 Wall Street

New York, New York 10005

Attention: Robert Pettinato

Telecopier: (212) 797-4488

email: Robert.pettinato@db.com


 


with a copy to:


 


Deutsche Bank AG, New York Branch


60 Wall Street 

New York, New York 1005 

Attention: General Counsel


 


with a copy to:


 






    	B-1 



     

    

 


Cadwalader, Wickersham & Taft
LLP

200 Liberty Street

New York, New York 10281

Attention: Jeffrey Rotblat

Facsimile No.: (212) 504-6666


 




    	B-2 



     

    

 


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.


Rialto Capital Management, LLC


KKR Real Estate Finance Manager LLC


Rialto Capital Advisors, LLC


 






    	C-1