Exhibit 4.2


 


 


CO-LENDER AGREEMENT


 


Dated as of July 8, 2015


 


by and between


 


CITIGROUP GLOBAL MARKETS REALTY CORP.

(Initial Note A-1 Holder)


 


and


 


CITIGROUP GLOBAL MARKETS REALTY CORP.

(Initial Note A-2 Holder)


 


Kaiser Center Loan


 






    	 



    	 



    







 


TABLE OF CONTENTS


	 	 	 	 
	 	 	 	Page
	 	 	 	 
	Section 1.	Definitions	 	1
	Section 2.	Servicing of the Mortgage Loan	 	15
	Section 3.	Priority of Payments	 	25
	Section 4.	Workout	 	26
	Section 5.	Administration of the Mortgage Loan	 	26
	Section 6.	Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative	 	31
	Section 7.	Appointment of Special Servicer	 	34
	Section 8.	Payment Procedure	 	35
	Section 9.	Limitation on Liability of the Note Holders	 	36
	Section 10.	Bankruptcy	 	36
	Section 11.	Representations of the Note Holders	 	37
	Section 12.	No Creation of a Partnership or Exclusive Purchase Right	 	37
	Section 13.	Other Business Activities of the Note Holders	 	37
	Section 14.	Sale of the Notes	 	38
	Section 15.	Registration of the Notes and Each Note Holder	 	41
	Section 16.	Governing Law; Waiver of Jury Trial	 	41
	Section 17.	Submission To Jurisdiction; Waivers	 	41
	Section 18.	Modifications	 	42
	Section 19.	Successors and Assigns; Third Party Beneficiaries	 	42
	Section 20.	Counterparts	 	43
	Section 21.	Captions	 	43
	Section 22.	Severability	 	43
	Section 23.	Entire Agreement	 	43
	Section 24.	Withholding Taxes	 	43
	Section 25.	Custody of Mortgage Loan Documents	 	44
	Section 26.	Cooperation in Securitization	 	45
	Section 27.	Notices	 	46
	Section 28.	Broker	 	46
	Section 29.	Certain Matters Affecting the Agent	 	46
	Section 30.	Reserved	 	47
	Section 31.	Resignation of Agent	 	47
	Section 32.	Resizing	 	47




 



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THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of July 8, 2015 by and between CITIGROUP GLOBAL MARKETS REALTY CORP. (“CGMRC”
and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial
Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”) and CGMRC (together
with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder”
and, together with the Initial Note A-1 Holder, the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), CGMRC originated a certain loan described on the schedule attached hereto as Exhibit
A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to the mortgage loan borrower described
on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced, by a promissory note dated
as of June 3, 2015 in the original principal amount of $140,000,000.00 (the “Original Note”) and secured by
a first mortgage (as amended, modified or supplemented, the “Mortgage”) on certain real property located as
described on the Mortgage Loan Schedule (the “Mortgaged Property”); and


 


WHEREAS, CGMRC and the
Mortgage Loan Borrower have agreed, pursuant to that certain Second Amendment to Loan Agreement, dated as of July 8, 2015 between
such parties, to split the Original Note into two promissory notes (as amended, modified or supplemented, the “Notes”)
and the Mortgage Loan Borrower has executed and delivered to CGMRC (i) one promissory note in the original principal amount of
$90,000,000 (“Note A-1”) made by the Mortgage Loan Borrower in favor of the Initial Note A-1 Holder (“Initial
Note A-1”) and (ii) one promissory note in the original principal amount of $50,000,000 (“Note A-2”)
made by the Mortgage Loan Borrower in favor of the Initial Note A-2 Holder (“Initial Note A-2”); and


 


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


 


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


 


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


 


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


 






    	 



    	 



    

 


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


 


“Agent Office”
shall mean the designated office of the Agent, which office at the date of this Agreement is the office of the Initial Note A-1
Holder listed on Exhibit hereto, and which is the address to which notices to and correspondence with the Agent should be directed.
The Agent may change the address of its designated office by notice to the Note Holders.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Controlling
Note Holder” shall mean:


 


(a)          the
Note A-1 Holder, if and so long as 50% or less of Note A-1 is owned by the Mortgage Loan Borrower or an Affiliate of the Mortgage
Loan Borrower; and


 


(b)          the
Note A-2 Holder, if and for so long as (i) the owner(s) of more than 50% of Note A-1 is the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower and (ii) no more than 50% of Note A-2 is owned by the Mortgage Loan Borrower or an Affiliate of the
Mortgage Loan Borrower.


 


If 50% or more of each
Note is owned by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no Person shall be entitled to exercise
the rights of the Controlling Note Holder.


 


At any time that the
Controlling Note Holder is the trustee of a Securitization, references to the “Controlling Note Holder” herein shall
mean the holders of the majority of the class of securities issued in such Securitization designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”
hereunder, as and to the extent provided in the related Securitization Servicing Agreement.


 


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


 


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


 


“Depositor”
shall mean (i) with respect to the Note A-1 Securitization, the depositor under the Note A-1 PSA, and (ii) with respect to the
Note A-2 Securitization, GS Mortgage Securities Corporation II.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Lead Securitization
Servicing Agreement” shall mean (i) during the period from and after the Note A-2 Securitization Date and prior to the
Note A-1 Securitization Date, the Note A-2 PSA, (ii) on and after the Note A-1 Securitization Date, the Note A-1 PSA, and (iii)
on and after the date on which the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement,
the “Lead Securitization Servicing Agreement” shall be determined in accordance with the second paragraph of Section
2(a).


 


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


 


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


 


“Major Decisions”
shall have the meaning given to such term or any analogous term in the Lead Securitization Servicing Agreement; provided that,
at any time that neither Note A-1 nor Note A-2 is included in the Lead Securitization, “Major Decision” shall mean,
collectively,


 


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


 


(ii)         any
modification, consent to a modification or waiver of a monetary term (other than Penalty Charges if the Mortgage Loan is not a
Specially Serviced Loan) or material non-monetary term (including, without limitation, a modification with respect to the timing
of payments and acceptance of discounted payoffs but excluding waiver of Penalty Charges) of the Mortgage Loan or any extension
of the Maturity Date of the Mortgage Loan;


 


(iii)        any
sale of the Mortgage Loan (when it is a Defaulted Mortgage Loan) or REO Property (other than in connection with the termination
of the Trust Fund) for less than the applicable Purchase Price;


 


(iv)        any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;


 


(v)         any
release of collateral or any acceptance of substitute or additional collateral for the Mortgage Loan, or any consent to either
of the foregoing, other than immaterial condemnation actions and other similar takings


 






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or if otherwise required pursuant to the
specific terms of the Mortgage Loan and for which there is no lender discretion;


 


(vi)        any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or, if lender
consent is required, any consent to such waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgage
Loan Borrower or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected
without the consent of the lender under the related loan agreement or related to an immaterial easement, right of way or similar
agreement;


 


(vii)       any
property management company changes or franchise changes (in each case, to the extent the lender is required to consent or approve
under the Mortgage Loan Documents);


 


(viii)      releases
of any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” escrows or reserves
other than those required pursuant to the specific terms of the Mortgage Loan and for which there is no lender discretion;


 


(ix)         any
acceptance of an assumption agreement or any other agreement permitting transfer of interests in the Mortgage Loan Borrower or
a guarantor releasing the Mortgage Loan Borrower or a guarantor from liability under the Mortgage Loan other than pursuant to the
specific terms of the Mortgage Loan and for which there is no lender discretion;


 


(x)          the
determination of the Special Servicer pursuant to clause (b) or clause (c) of the definition of “Specially Serviced Loan”
in the Model PSA;


 


(xi)         following
a default or an event of default with respect to the Mortgage Loan, any acceleration of the Mortgage Loan, or initiation of judicial,
bankruptcy or similar proceedings under the Mortgage Loan Documents or with respect to the Mortgage Loan Borrower or Mortgaged
Property;


 


(xii)        any
modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any mezzanine lender
or subordinate debt holder related to the Mortgage Loan, or an action to enforce rights with respect thereto;


 


(xiii)       any
determination of an Acceptable Insurance Default;


 


(xiv)      any
proposed modification or waiver of any material provision in the Mortgage Loan Documents governing the type, nature or amount of
insurance coverage required to be obtained and maintained by the Mortgage Loan Borrower; and


 


(xv)       any
approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or


 






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condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property.


 


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


 


“Master Servicer
Remittance Date” shall mean (i) prior to the Securitization of Note A-1, the business day following the “Determination
Date” under the Model PSA, and (ii) on and after the Securitization of Note A-1, (a) with respect to Note A-1, the “Master
Servicer Remittance Date” under the Lead Securitization Servicing Agreement, and (b) with respect to Note A-2, the business
day following the “Determination Date” under the Non-Lead Securitization Servicing Agreement.


 


“Model PSA”
shall mean that certain pooling and servicing agreement, dated as of July 1, 2015, between Citigroup Commercial Mortgage Securities
Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Torchlight Loan Services, LLC, as special servicer,
Pentalpha Surveillance LLC, as operating advisor, Citibank, N.A., as certificate administrator, and Deutsche Bank Trust Company
Americas, as trustee, relating to the Citigroup Commercial Mortgage Trust 2015-GC31, Commercial Mortgage Pass-Through Certificates,
Series 2015-GC31.


 


“Monthly Payment
Date” shall mean the Monthly Payment Date (as defined in 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 Loan”
shall have the meaning assigned to such term in the recitals.


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of June 3, 2015, between the Mortgage Loan Borrower, as Borrower,
and Citigroup Global Markets Realty Corp., as Lender, as the same may be further amended, restated, supplemented or otherwise modified
from time to time, subject to the terms hereof.


 


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


 


“Mortgage Loan
Borrower Related Party” shall have the meaning assigned to such term in Section 13.


 


“Mortgage Loan
Documents” shall mean, with respect to the Mortgage Loan, the Mortgage Loan Agreement, the Mortgage, the Notes and all
other documents now or hereafter evidencing and securing the Mortgage Loan.


 






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


 


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


 


“Non-Controlling
Note Holder” means the Note Holder that is not the Controlling Note Holder.


 


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


 


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


 


“Non-Lead Certificate
Administrator” shall mean the certificate administrator or other analogous term under the Non-Lead Securitization Servicing
Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Non-Lead Securitization
Servicing Agreement” shall mean after the Note A-1 Securitization Date, the Note A-2 PSA.


 


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


 


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


 






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“Non-Lead Trustee”
shall have the meaning assigned to such term in Section 2(b).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note A-1 Trust
Fund” shall mean the trust formed pursuant to 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 the Initial Note A-2 Holder or any subsequent holder of Note A-2, as applicable.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Permitted Fund
Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached hereto
and made a part hereof or any other nationally-recognized manager of investment funds investing in debt or equity interests


 






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relating
to commercial real estate, (ii) investing through a fund with committed capital of at least $250,000,000 and (iii) not subject
to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


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


 


“Pro Rata and
Pari Passu Basis” shall mean with respect to the Notes and the Note Holders, the allocation of any particular payment,
collection, cost, expense, liability or other amount between such Notes or such Note Holders, as the case may be, without any priority
of any such Note or any such Note Holder over another such Note or Note Holder, as the case may be, and in any event such that
each Note or Note Holder, as the case may be, is allocated its respective Percentage Interest of such particular payment, collection,
cost, expense, liability or other amount.


 


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


 


(a)          an
entity Controlled by, Controlling or under common Control with, or either of, the Initial Note Holders, or


 


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


 


(c)          one
or more of the following:


 


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


 


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


 


(iii)        a
Qualified Trustee in connection with (a) a securitization of, (b) the creation of collateralized debt obligations (“CDO”)
secured by, or (c) a financing through an “owner trust” of, a Note or any interest therein (any of the foregoing, a
“Securitization Vehicle”), provided that (1) one or more classes of securities issued by such Securitization
Vehicle is initially rated at least investment grade by at least two (2) of the Rating Agencies that assigned a rating to one or
more classes of securities issued in connection with a Securitization; (2)


 






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


 


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


 


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


 


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


 


“Qualified Trustee”
means (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the
laws of any state or the


 






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


 


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


 


“Rating Agency
Confirmation” shall mean that each applicable Rating Agency shall have confirmed in writing (which may be in electronic
form) that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal
or qualification of the then-current ratings assigned by such Rating Agency to any securities issued in connection with any Securitization;
provided, however, that a written waiver or other acknowledgment or course of conduct from the Rating Agency indicating
its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement
for the Rating Agency Confirmation from each Rating Agency with respect to such matter.


 


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


 


“Regulation
AB” shall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125,
as such rules may be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter
be from time to time provided by the Commission or by the staff of the Commission, in each case as effective from time to time
as of the compliance dates specified therein.


 


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


 


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more loans included
in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date
of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special
servicer of such commercial mortgage loans, (iv) in the case of Morningstar, such special servicer is currently acting as Special
Servicer on a deal or transaction-level basis for all or a


 






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significant
portion of the related mortgage loans in one or more other commercial mortgage-backed securitizations, and Morningstar has not,
with respect to any such other transactions, qualified, downgraded or withdrawn its rating or ratings on one or more classes of
securities issued in such transactions, and (v) in the case of DBRS or KBRA, DBRS or KBRA, as applicable, has not cited servicing
concerns of such special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction
serviced by such special servicer prior to the time of determination.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Whole Loan
Custodial Account” shall mean the “Loan Combination Custodial Account” or analogous account established for
the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement.


 


Section
2.          Servicing of the Mortgage Loan.


 


(a)          Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced as follows:
(i) from and after the Note A-2 Securitization Date, but prior to the Note A-1 Securitization Date, by the Note A-2 Master Servicer
and the Note A-2 Special Servicer pursuant to the terms of this Agreement and the Note A-2 PSA; and (ii) from and after the Note
A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement
and the Note A-1 PSA; provided that the Master Servicer shall not be obligated to advance monthly payments of principal
or interest in respect of any Note other than the Lead Securitization Note if such principal or interest is not paid by the Mortgage
Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to
the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms
of the Lead Securitization Servicing Agreement (including a determination of recoverability thereunder). Each Note Holder acknowledges
that the other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will,
subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such
Securitization. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally
consents to the appointment of the Master Servicer, the Certificate Administrator, the Operating Advisor and the Trustee under
the Lead Securitization Servicing Agreement by the Depositor, and the appointment of the Special Servicer as the initial Special
Servicer under the Lead Securitization Servicing Agreement by the Depositor (subject to replacement by the Controlling Note Holder
as provided herein) and agrees to reasonably cooperate with the Master Servicer and the Special


 






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


 


At any time that the
Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to
cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant
to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all
references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement;
provided, however, that if the Non-Lead Securitization Note is in a Securitization, then a written confirmation shall
have been obtained from each Rating Agency that the appointment of the servicer(s) pursuant to such servicing agreement would not,
in and of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the securities issued
in connection with such Securitization; provided, further, however, that until a replacement servicing agreement
has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions
of the Lead Securitization Servicing Agreement as if such agreement was still in full force and effect with respect to the Mortgage
Loan, by the Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Note Holder that is a qualified
servicer meeting the requirements of the Lead Securitization Servicing Agreement.


 


(b)          The
Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent
provided in the Lead Securitization Servicing Agreement) (i) shall be required to make Property Advances with respect to the Mortgage
Loan, subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, and (ii) may be required to make
P&I Advances on the Lead Securitization Note, if and to the extent provided in the Lead Securitization Servicing Agreement
and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to reimbursement
for a Property Advance, first from funds on deposit in the Whole Loan Custodial Account for the Mortgage Loan that (in any
case) represent amounts received on or in respect of the Mortgage Loan in the manner provided in the Lead Securitization Servicing
Agreement, and then, in the case of Nonrecoverable Property Advances, if such funds on deposit in the Whole Loan Custodial
Account are insufficient, from general collections of the Lead Securitization as provided in the Lead Securitization Servicing
Agreement and from general collections of the Non-Lead Securitization as provided below. The Master Servicer, the Special Servicer
and the


 






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Trustee,
as applicable, will be entitled to reimbursement for Advance Interest Amounts on a Property Advance or a Nonrecoverable Property
Advance, in the manner and from the sources provided in the Lead Securitization Servicing Agreement, including from general collections
of the Lead Securitization and, in the case of Property Advances, from general collections of the Non-Lead Securitization as provided
below. Notwithstanding the foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains
funds from general collections of the Lead Securitization as a reimbursement for a Nonrecoverable Property Advance or any Advance
Interest Amounts on a Property Advance or a Nonrecoverable Property Advance, the Non-Lead Securitization Note Holder (including
from general collections or any other amounts from any Non-Lead Securitization Trust) shall be required to, promptly following
notice from the Master Servicer, reimburse the Lead Securitization for its pro rata share of such Nonrecoverable Property
Advance or Advance Interest Amounts.


 


In addition, the Non-Lead
Securitization Note Holder (including, but not limited to, any Non-Lead Securitization Trust) shall be required to, promptly following
notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization for the Non-Lead Securitization
Note Holder’s pro rata share of any Additional Trust Fund Expenses with respect to the Mortgage Loan or the Mortgaged Property,
any other fees, costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan as to which
the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Depositor,
as applicable, is entitled to be reimbursed pursuant to the Lead Securitization Servicing Agreement, and any fees, costs or expenses
related to obtaining a Rating Agency Confirmation, in each case to the extent amounts on deposit in the Whole Loan Custodial Account
that are allocated to the Non-Lead Securitization Note are insufficient for reimbursement of such amounts (which such reimbursement
shall be made, if the Non-Lead Securitization Note has been included in a Non-Lead Securitization, from general collections or
any other amounts from such Non-Lead Securitization Trust). The Non-Lead Securitization Holder agrees to indemnify (i) (as and
to the same extent the Lead Securitization Trust is required to indemnify each of the following parties in respect of other mortgage
loans in the Lead Securitization Trust pursuant to the terms of Lead Securitization Servicing Agreement) each of the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor (and any director, officer,
employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Lead Securitization
Servicing Agreement in respect of other mortgage loans) and (ii) the Lead Securitization Trust (such parties in clause (i) and
the Lead Securitization Trust, collectively, the “Indemnified Parties”) against any claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection
with the servicing and administration of the Mortgage Loan and the Mortgaged Property (or, with respect to the Operating Advisor,
incurred in connection with the provision of services for the Mortgage Loan) under the Lead Securitization Servicing Agreement
(collectively, the “Indemnified Items”) to the extent of its pro rata share of such Indemnified Items, and to
the extent amounts on deposit in the Whole Loan Custodial Account that are allocated to the Non-Lead Securitization Note are insufficient
for reimbursement of such amounts, the Non-Lead Securitization Note Holder shall be required to, promptly following notice from
the Master Servicer, the Special Servicer or the Trustee, reimburse each of the applicable Indemnified Parties for its pro rata
share of the insufficiency (including, if the Non-Lead Securitization Note


 






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has
been included in a Non-Lead Securitization, from general collections or any other amounts from such Non-Lead Securitization Trust).


 


The Non-Lead Master Servicer
may be required to make P&I Advances on the Non-Lead Securitization Note, from time to time, subject to the terms of the Non-Lead
Securitization Servicing Agreement, the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer, the Special
Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the Lead Securitization Note based on the information that they have on hand and in accordance with the Lead
Securitization Servicing Agreement. The Non-Lead Master Servicer and the Non-Lead Special Servicer and the Non-Lead Trustee, as
applicable, shall be entitled to make their own recoverability determination with respect to a P&I Advance to be made on the
Non-Lead Securitization Note based on the information that they have on hand and in accordance with the Non-Lead Securitization
Servicing Agreement. The Master Servicer and the Trustee, as applicable, and the Non-Lead Master Servicer or the Non-Lead Trustee
shall be required to notify each other party of the amount of its P&I Advance within two (2) business days of making such advance.
If the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect to the Lead Securitization Note) or the
Non-Lead Master Servicer, Non-Lead Special Servicer or the Non-Lead Trustee, as applicable (with respect to the Non-Lead Securitization
Note), determines that a proposed P&I Advance, if made, would be non-recoverable or an outstanding P&I Advance is or would
be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee, as applicable, subsequently determines that
a proposed Property Advance would be non-recoverable or an outstanding Property Advance is or would be non-recoverable, then the
Master Servicer or the Trustee (as provided in the Lead Securitization Servicing Agreement, in the case of a determination of non-recoverability
by the Master Servicer, the Special Servicer or the Trustee) or the Non-Lead Master Servicer or the Non-Lead Trustee (as provided
in the Non-Lead Securitization Servicing Agreement, in the case of the a determination of non-recoverability by the Non-Lead Master
Servicer, the Non-Lead Special Servicer or the Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or the Non-Lead
Master Servicer and the Non-Lead Trustee, as the case may be, within two (2) business days of making such determination. Each of
the Master Servicer, the Trustee, the Non-Lead Master Servicer and the Non-Lead Trustee, as applicable, will only be entitled to
reimbursement for a P&I Advance that becomes non-recoverable and advance interest thereon first from the Whole Loan
Custodial Account from amounts allocable to the Note for which such P&I Advance was made, and then, if funds are insufficient,
(i) in the case of the Lead Securitization Note, from general collections of the Lead Securitization Trust, pursuant to the terms
of the Lead Securitization Servicing Agreement and (ii) in the case of the Non-Lead Securitization Note, from general collections
of the related Securitization Trust, as and to the extent provided in the Non-Lead Securitization Servicing Agreement.


 


(c)          Each
Note Holder agrees that, if its Note is included in a Securitization, then, to the extent that such Note will constitute the Lead
Securitization Note under this Agreement at any time the Notes are serviced under the Securitization Servicing Agreement for such
Securitization, such Note Holder shall either cause such Securitization Servicing Agreement to contain the following provisions
or shall cause such Securitization Servicing Agreement to incorporate by reference the following terms of this Agreement (together
with any definitions used therein):


 






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


 


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


 


(iii)         the
Master Servicer shall remit all payments received with respect to the Non-Lead Securitization Note, net of the servicing fees payable
to the Master Servicecr and Special Servicer with respect to such Non-Lead Securitization Note, and any other applicable fees and
reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the Non-Lead Securitization Note Holder
on or prior to the Master Servicer Remittance Date for the Non-Lead Securitization Note;


 


(iv)         with
respect to the Non-Lead Securitization Note if it is held by a Securitization, the Master Servicer agrees to deliver or cause to
be delivered to the Non-Lead Master Servicer all reports required to be delivered by the Master Servicer to the Trustee under the
Lead Securitization Servicing Agreement (which shall include all loan-level reports constituting the CREFC® Investor Reporting
Package (IRP)) pursuant to the terms of the Lead Securitization Servicing Agreement to the extent related to the Mortgage Loan,
the Mortgaged Property, Non-Lead Securitization Note, the Master Servicer, the Special Servicer or the Trustee on the earlier of
(x) the date such reports are required to be delivered to such Trustee and (y) the Master Servicer Remittance Date for the Non-Lead
Securitization Note;


 


(v)          the
Master Servicer and Special Servicer shall provide (in electronic media) to the Non-Lead Securitization Note Holder all documents,
certificates, instruments, notices, reports, operating statements, rent rolls and other information regarding the Mortgage Loan
provided by it to any other party to the Lead Securitization Servicing Agreement at the time provided to such other party;


 


(vi)         the
servicing duties of each of the Master Servicer and Special Servicer under the Lead Securitization Servicing Agreement shall include
the duty to service the Mortgage Loan and all of the Notes on behalf of the Note Holders (including the respective trustees and
certificateholders) in accordance with the terms and provisions of this Agreement, the Lead Securitization Servicing Agreement
and the Servicing Standard;


 


(vii)        the
Non-Lead Securitization Note Holder shall be entitled to the same indemnity as the Lead Securitization Note Holder under the Lead
Securitization


 






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Servicing Agreement; each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, any primary servicer and the custodian shall be required to indemnify each Certifying Person and the depositor
of any public Other Securitization Trust, and their respective directors and officers and controlling persons, to the same extent
that they indemnify the Depositor (as depositor in respect of the Lead Securitization) and each Certifying Person for (i) its failure
to deliver the items in clause (viii) below in a timely manner, (ii) its failure to perform its obligations to such depositor or
Non-Lead Securitization Trustee under the article of the Lead Securitization Servicing Agreement similar to Article X of the Model
PSA (i.e., the article in the Lead Securitization Servicing Agreement that addresses reporting requirements under the Exchange
Act) by the time required after giving effect to any applicable grace period or cure period, (iii) the failure of any Servicing
Function Participant or Additional Servicer retained by it (other than a Mortgage Loan Seller Sub-Servicer) to perform its obligations
to such depositor or trustee under such article of the Lead Securitization Servicing Agreement by the time required after giving
effect to any applicable grace period and cure period and/or (iv) any Deficient Exchange Act Deliverable regarding, and delivered
by or on behalf of, such party;


 


(viii)       with
respect to any Non-Lead Securitization that is subject to following reporting requirements under the Securities Act, the Exchange
Act (including Rule 15Ga-1), and Regulation AB, (a) the Master Servicer, any primary servicer, the Special Servicer, the Trustee
and the 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; provided that such party shall only be required to use commercially reasonable
efforts to cause a Mortgage Loan Seller Sub-Servicer to deliver), in a timely manner (i) the reports, certifications, compliance
statements, accountants’ assessments and attestations, information to be included in reports (including, without limitation,
Form ABS-15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request, any other materials specified in the Non-Lead Securitization
Servicing Agreement, in the case of clauses (i) and (ii), as the Non-Lead Depositor or the Non-Lead Trustee reasonably believes,
in good faith, are required in order for the Non-Lead Depositor or the Non-Lead Trustee to comply with its obligations under the
Securities Act, the Exchange Act (including Rule 15Ga-1) and Regulation AB, and (b) without limiting the generality of the foregoing
(x) the Note Holder selling its Note into a Securitization that will be the Lead Securitization shall, promptly upon the execution
thereof (within two business days of the day on which such document is executed) provide or cause to be provided written notice
of such Securitization to the Non-Lead Depositor and Non-Lead Trustee together with a copy of the Lead Securitization Servicing
Agreement in an EDGAR-compatible format and (y) the Master Servicer and Special Servicer shall, upon reasonable prior written request,
and subject to the right of the Master Servicer or the Special Servicer, as the case may be, to review and approve such disclosure
materials, permit a holder of the Non-Lead Securitization Note to use such party’s description contained in the Lead Securitization
prospectus (updated as appropriate by the Master Servicer or Special Servicer, as applicable, at the cost of the Non-Lead Depositor)
for inclusion in the disclosure materials relating to any securitization of the Non-Lead Securitization Note and (z) the


 






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Master
Servicer and Special Servicer, shall provide indemnification agreements, opinions and Regulation AB compliance letters as were
or are being delivered with respect to the Lead Securitization (in each case, at the cost of the Non-Lead Depositor). The Master
Servicer and the Special Servicer shall each be required to provide certification and indemnification to any Certifying Person
with respect to any applicable Sarbanes-Oxley Certification;


 


(ix)         each
of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting Party shall cooperate (and
require each Servicing Function Participant and Additional Servicer retained by it to cooperate under the applicable Sub-Servicing
Agreement), with each Non-Lead Depositor (including, without limitation, providing all due diligence information, reports, written
responses, negotiations and coordination) to the same extent as such party is required to cooperate with the Lead Depositor under
the section of the Lead Securitization Servicing Agreement analogous to Section 10.12 of the Model PSA and in connection with Deficient
Exchange Act Deliverables. All respective reasonable out-of-pocket costs and expenses incurred by the Non-Lead Depositor (including
reasonable legal fees and expenses of outside counsel to such depositor) in connection with the foregoing (other than those costs
and expenses related to participation by the Non-Lead Depositor in any telephone conferences and meetings with the Commission and
other costs the Non-Lead Depositor must bear pursuant to the section of the Lead Securitization Servicing Agreement analogous to
Section 10.12 of the Model PSA) and any amendments to any reports filed with the Commission therewith shall be promptly paid by
the applicable Affected Reporting Party upon receipt of an itemized invoice from such Non-Lead Depositor.


 


(x)          any
late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to the Non-Lead Securitization
Note or reimbursable to the Non-Lead Master Servicer or the Non-Lead Trustee shall be remitted by the Master Servicer to the Non-Lead
Master Servicer within one (1) Business Day of receipt and identification thereof;


 


(xi)          the
Non-Lead Securitization Note Holder is an intended third-party beneficiary in respect of the rights afforded it under the Lead
Securitization Servicing Agreement and the Non-Lead Master Servicer will be entitled to enforce the rights of the Non-Lead Securitization
Note Holder under this Agreement and the Lead Securitization Servicing Agreement;


 


(xii)         the
Non-Lead Master Servicer and the Non-Lead Special Servicer shall each be a third-party beneficiary of the Lead Securitization Servicing
Agreement with respect to all provisions therein expressly relating to compensation, reimbursement or indemnification of the Non-Lead
Master Servicer or Non-Lead Special Servicer, as the case may be, and the provisions regarding coordination of Advances;


 


(xiii)        if
the Mortgage Loan becomes a Defaulted Mortgage Loan and the Special Servicer determines to sell the Lead Securitization Note in
accordance with the Lead Securitization Servicing Agreement, it shall have the right and the obligation to sell both


 






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of the Notes
as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection with
any such sale, the Special Servicer shall provide notice to the Non-Controlling Note Holder of the planned sale and of the Non-Controlling
Note Holder’s opportunity to bid on the Mortgage Loan;


 


(xiv)       the
Lead Securitization Servicing Agreement shall not be amended in any manner that materially and adversely affects the Non-Lead Securitization
Note Holder without the consent of the Non-Lead Securitization Note Holder;


 


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


 


(xvi)       Servicer
Termination Events with respect to the Master Servicer and the Special Servicer shall include (i) the failure to timely remit payments
to the Non-Lead Securitization Note Holder, which failure continues unremedied for one business day following the date on which
such payment was to be made; (ii) the qualification, downgrade or withdrawal, or placing on “watch status” in contemplation
of a rating downgrade or withdrawal of the ratings of any class of certificates issued in connection with the Non-Lead Securitization
by the rating agencies rating such securities (and such qualification, downgrade, withdrawal or “watch status” placement
shall not have been withdrawn by such rating agencies within sixty (60) days of actual knowledge of such event by the Master Servicer
or the Special Servicer, as the case may be), and citing servicing concerns with the Master Servicer or Special Servicer, as applicable,
as the sole or a material factor in such rating action; and (iii) the failure to provide to the Non-Lead Securitization Note Holder
(if and to the extent required under the Non-Lead Securitization) reports required under the Exchange Act, and the rules and regulations
thereunder, in a timely fashion. Upon the occurrence of such a Servicer Termination Event affecting the Non-Lead Securitization
Note Holder, the Trustee shall, upon the direction of the Non-Lead Securitization Note Holder, require the appointment of a subservicer
with respect to the Non-Lead Securitization Note. Upon any resignation of the Master Servicer or the Special Servicer, any replacement
of the Special Servicer, any termination of the Master Servicer or Special Servicer, any appointment of a successor to the Master
Servicer or Special Servicer, or the effectiveness of any designation of a new Special Servicer, the Trustee shall promptly notify
the Non-Lead Trustee and the Non-Lead Master Servicer;


 


(xvii)      the
primary servicing fee rate (including, without limitation, any sub-servicing fees) payable on the Non-Lead Securitization Note
shall be 0.0025% per annum;


 


(xviii)     the
Liquidation Fee Rate for the Mortgage Loan if it is a Specially Serviced Mortgage Loan or REO Mortgage Loan and as to which a Liquidation
Fee is payable shall equal the lesser of (a) such rate as would result in a Liquidation Fee of


 






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$1,000,000 and (b) 1.0%; provided,
however, that, no Liquidation Fee shall be less than $25,000;


 


(xix)        the
Workout Fee for the Mortgage Loan shall be calculated based on the application of the Workout Fee Rate to any collections of interest
(other than default interest) and principal received with respect to the Mortgage Loan while it remains corrected after having
been specially serviced, and the Workout Fee Rate shall not exceed the lesser of (a) 1.0% and (b) such lower rate as would result
in a Workout Fee of $1,000,000 when applied to expected collections of payment of principal and interest (other than default interest)
while the Mortgage Loan remains a Corrected Loan; provided that if such rate set forth in clause (a) above would result in an aggregate
Workout Fee less than $25,000 when applied to each expected payment of principal and interest (other than default interest) from
the date the Mortgage Loan becomes a Corrected Loan through and including the then-related maturity date, then the Workout Fee
Rate shall be a rate equal to such higher rate as would result in an aggregate Workout Fee equal to $25,000 when applied to each
expected payment of principal and interest (other than default interest) from the date the Mortgage Loan becomes a Corrected Loan
through and including the then-related maturity date;


 


(xx)         the
Special Servicing Fee for the Mortgage Loan and any related REO Mortgage Loan shall be calculated at a rate not in excess of 0.25%
per annum and shall accrue only while the Mortgage Loan is specially serviced or after the Mortgaged Property has become REO Property;
provided, that if such rate would result in a Special Servicing Fee that would be less than $3,500 in any given month, then
the Special Servicing Fee Rate for such month for the Mortgage Loan or REO Mortgage Loan shall be such higher rate as would result
in a Special Servicing Fee equal to $3,500 for such month; and


 


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


 


(d)          Each
Note Holder agrees that, if its Note is included in a Securitization, then, to the extent that such Note will constitute the Non-Lead
Securitization Note under this Agreement at any time such Note is included in such Securitization, such Note Holder shall either
cause the Securitization Servicing Agreement for such Securitization to contain the following provisions or shall cause such Securitization
Servicing Agreement to incorporate by reference the following terms of this Agreement (together with any definitions used therein):


 


(i)           the
Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Property Advances (and advance interest
thereon) and any Additional Trust Fund Expenses, but only to the extent that they relate to servicing and administration of the
Notes and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout
Fees relating to the Notes, and that in the event that the funds received with respect to each respective Note are insufficient
to cover such Property Advances or Additional Trust Fund Expenses, (A) the Non-Lead Master Servicer will be required to, promptly
following notice from the Master Servicer or the Special Servicer, pay or reimburse the Master Servicer, the Special


 






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Servicer,
the Certificate Administrator, the Trustee or the Lead Securitization Trust, as applicable, out of general funds in the collection
account (or equivalent account) established under the Non-Lead Securitization Servicing Agreement for the Non-Lead Securitization
Note Holder’s pro rata share of any such Nonrecoverable Property Advances (together with advance interest thereon) and/or
Additional Trust Fund Expenses (including compensation due to the Master Servicer and the Special Servicer to the extent related
to the servicing and administration of the Mortgage Loan and the Mortgaged Property), and (B) if the Lead Securitization Servicing
Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee to reimburse itself from
the Lead Securitization Trust’s general account, then the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as applicable, may do so, and the Non-Lead Master Servicer will be required to, promptly following notice from
the Master Servicer, the Special Servicer or the Trustee, reimburse the Lead Securitization Trust out of general funds in the collection
account (or equivalent account) established under the Non-Lead Securitization Servicing Agreement for the Non-Lead Securitization
Note Holder’s pro rata share of any such Nonrecoverable Property Advances (together with advance interest thereon) and/or
Additional Trust Fund Expenses (including compensation due to the Master Servicer and the Special Servicer to the extent related
to the servicing and administration of the Mortgage Loan and the Mortgaged Property);


 


(ii)          each
of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the
Lead Securitization Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any Additional Trust
Fund Expenses with respect to the Mortgage Loan) by the Non-Lead Securitization Trust, against any of the Indemnified Items to
the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Whole Loan Custodial Account
that are allocated to the Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the Non-Lead Master
Servicer will be required to reimburse each of the applicable Indemnified Parties for the Non-Lead Securitization Note’s
pro rata share of the insufficiency out of general funds in the collection account (or equivalent account) established under the
Non-Lead Securitization Servicing Agreement;


 


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


 






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


 


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


 


Section
3.          Priority of Payments. Each Note shall be of equal priority, and no portion of either Note shall have priority
or preference over any portion of the other Note or security therefor.


 


All amounts tendered
by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan
or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon
Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage
Loan, Condemnation Proceeds, or Insurance Proceeds (other than proceeds, awards or settlements to be applied to the restoration
or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan
Documents), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent,
in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on
account of recoveries in respect of property protection expenses or Property Advances then due and payable or reimbursable to the
Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable
(except for (i) any reimbursements of P&I Advances previously made (and interest thereon) on the Lead Securitization Note,
and (ii) any Servicing Fees due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share of
that portion of such Servicing Fees calculated at the “primary servicing fee rate” (or analogous term) applicable to
the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer or the Trustee, with respect to
the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any Additional Trust Fund
Expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) reimbursable to, or payable to,
such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Assumption Fees, Modification Fees, Penalty Charges
(to the extent provided in the immediately following paragraph) and any other additional compensation payable pursuant to the Lead
Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on
a Pro Rata and Pari Passu Basis.


 


For clarification purposes,
Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall first, be used to reduce,
on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special
Servicer for any interest accrued on any Property Advances and reimbursement of any Property Advances in accordance with the terms
of the Lead Securitization Servicing Agreement, second, be used to reduce the respective amounts payable on each
Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest
accrued on any P&I Advance made with respect to such Note by such


 






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party
(if and as specified in the Lead Securitization Servicing Agreement or the Non-Lead Securitization Servicing Agreement, as applicable),
third, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay Additional
Trust Fund Expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the
Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining
amount of Penalty Charges allocable to the Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer
as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining
amount of Penalty Charges allocable to the Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note,
to the Non-Lead Securitization Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the
Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.


 


Section
4.          Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions
of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Servicing Standard, if the Lead
Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the
terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Rate is reduced, (iii)
payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the
payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall
be structured to preserve, the equal priorities of each Note as described in Section 3.


 


Section
5.          Administration of the Mortgage Loan.


 


(a)          Subject
to this Agreement (including but not limited to Section 5(c)) and the Lead Securitization Servicing Agreement and subject to the
rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder (or the
Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have the sole
and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage
Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent
to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive
any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and the Non-Lead Securitization
Note Holder shall have no voting, consent or other rights whatsoever except as explicitly set forth herein with respect to the
Lead Securitization Note Holder’s administration of, or exercise of its rights and remedies with respect to, the Mortgage
Loan. Subject to this Agreement and the Lead Securitization Servicing Agreement, the Non-Lead Securitization Note Holder agrees
that it shall have no right to, and the Note A-1 Holder hereby presently and irrevocably assigns and conveys to the Note A-2 Holder
(or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) the rights,
if any, that such Note Holder has prior to the Note A-1 Securitization Date to, and the Note A-2 Holder hereby presently and irrevocably
assigns and conveys to the Note A-1 Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the
Lead


 






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Securitization
Note Holder from and after the Note A-1 Securitization Date) the rights, if any, that such Note Holder has from and after the
Note A-1 Securitization Date to, (i) call or cause the Lead Securitization Note Holder to call an Event of Default under the Mortgage
Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation,
filing or causing the Lead Securitization Note Holder to file any bankruptcy petition against the Mortgage Loan Borrower. The
Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization
Note Holder) shall not have any fiduciary duty to the Non-Lead Securitization Note Holder in connection with the administration
of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder from the obligation to make any
disbursement of funds as set forth herein or its obligation to follow the Servicing Standard (in the case of the Master Servicer
or the Special Servicer) or any liability for failure to do so).


 


Each Note Holder hereby
acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead
Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Mortgage Loan, to sell the Notes as notes evidencing one
whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection with any such sale, the Special
Servicer shall be required to sell the Notes together in such manner as will be reasonably likely to realize a fair price. Subject
to the other provisions of this paragraph and the two following paragraphs and the applicable provisions of the Lead Securitization
Servicing Agreement, the Special Servicer shall accept the first (and, if multiple bids are contemporaneously received, the highest)
cash offer received from any Person that constitutes a fair price for such Defaulted Mortgage Loan. The Special Servicer shall
notify the Controlling Note Holder Representative and the Non-Controlling Note Holder Representative of any inquiries or offers
received regarding the sale of such Defaulted Mortgage Loan.


 


Whether any cash bid
constitutes a fair price for the Mortgage Loan shall be determined by the Special Servicer, if the highest bidder is a Person other
than an Interested Person, and by the Trustee, if the highest bidder is an Interested Person (provided that the Trustee may not
be a bidder) unless (i) the bid is equal to or greater than the applicable Purchase Price, (ii) the bid is the highest bid received
and (iii) at least two other bids are received from independent third parties; provided, however, that no bid from an Interested
Person shall constitute a fair price unless (i) it is the highest bid received and (ii) at least two other bids are received from
independent third parties. In all cases under this Agreement (except to the extent the Trustee is not required to determine whether
any cash bid constitutes a fair price for the Mortgage Loan pursuant to the immediately preceding sentence), in determining whether
any offer received from an Interested Person represents a fair price for the Mortgage Loan, the Trustee shall be supplied with
and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with the Lead Securitization Servicing
Agreement within the preceding 9-month period or, in the absence of any such Appraisal, on a new Appraisal. The appraiser conducting
any such new Appraisal shall be an Appraiser selected by (i) the Special Servicer if no Interested Person is bidding with respect
to the Mortgage Loan and (ii) the Trustee if an Interested Person is so bidding. The cost of any such Appraisal shall be covered
by, and shall be reimbursable as, a Property Advance. In determining whether any such offer from a Person other than an Interested
Person constitutes a fair price for the Mortgage Loan, the Special Servicer shall take into account (in addition to the results
of any Appraisal, updated Appraisal or


 






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narrative
Appraisal that it may have obtained pursuant to the Lead Securitization Servicing Agreement within the prior 9 months), and in
determining whether any offer from an Interested Person constitutes a fair price for the Mortgage Loan, any Appraiser shall be
instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the Mortgage
Loan, the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy. The Purchase
Price for the Mortgage Loan shall in all cases be deemed a fair price; provided, however, that with respect to Interested
Parties, the requirements of the first sentence of this paragraph must be satisfied. Notwithstanding anything contained in this
paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a
fair price, the Trustee may (at its option and at the expense of the Interested Person) designate an independent third party expert
in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing or investing in loans similar
to the Mortgage Loan that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a
fair price for the Mortgage Loan. If the Trustee designates such a third party to make such determination, the Trustee will be
entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection
reports and broker opinions of value incurred by any such third party pursuant to this paragraph will be covered by, and will
be reimbursable by the Interested Person; provided that the Trustee will not engage a third party expert whose fees exceed
a commercially reasonable amount as determined by the Trustee.


 


Notwithstanding the foregoing,
the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) shall not
be permitted to sell the Mortgage Loan if it becomes a Defaulted Mortgage Loan without the written consent of the Non-Controlling
Note Holder (provided that such consent is not required if the Non-Controlling Note Holder is the Mortgage Loan Borrower or an
Affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered to the Non-Controlling Note Holder: (a) at least
15 Business Days’ prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10 days prior to
the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the
Special Servicer in connection with any such proposed sale, (c) at least 10 days prior to the proposed sale date, a copy of the
most recent Appraisal for the Mortgage Loan, and any documents in the Servicing File reasonably requested by the Non-Controlling
Note Holder that are material to the price of the Mortgage Loan and (d) until the sale is completed, and a reasonable period of
time (but no less time than is afforded to other offerors and the Lead Securitization Subordinate Class Representative) 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 any Servicer in connection with the proposed sale; provided, that such Non-Controlling Note Holder
may waive any of the delivery or timing requirements set forth in this sentence. Subject to the terms of the Lead Securitization
Servicing Agreement, each of the Controlling Note Holder, the Controlling Note Holder Representative, the Non-Controlling Note
Holder and the Non-Controlling Note Holder Representative shall be permitted to bid at any sale of the Mortgage Loan unless such
Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 


The Non-Lead Securitization
Note Holder hereby appoints the Lead Securitization Note Holder as its agent, and grants to the Lead Securitization Note Holder
an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of


 






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soliciting
and accepting offers for and consummating the sale of the Non-Lead Securitization Note. The Non-Lead Securitization Note Holder
further agrees that, upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder shall execute
and deliver to or at the direction of the Lead Securitization Note Holder such powers of attorney or other instruments as the
Lead Securitization Note Holder may reasonably request to better assure and evidence the foregoing appointment and grant, in each
case promptly following request, and shall deliver the original Non-Lead Securitization Note, endorsed in blank, to or at the
direction of the Lead Securitization Note Holder in connection with the consummation of any such sale.


 


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


 


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


 






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


 


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


 






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


 


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


 


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


 


(a)          The
Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights
and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling
Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling
Note Holder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling
Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling Note Holder
Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower),
including, without limitation, the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate
of the Controlling Note Holder or any other unrelated third party. No such Controlling Note Holder Representative shall owe any
fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted to be
taken by the Controlling Note Holder under this


 






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Agreement
may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. Any Servicer acting
on behalf of the Lead Securitization Note Holder shall not be required to recognize any Person as a Controlling Note Holder Representative
until the Controlling Note Holder has notified the Servicer or Trustee of such appointment and, if the Controlling Note Holder
Representative is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides any
Servicer or Trustee with written confirmation of its acceptance of such appointment, an address and facsimile number for the delivery
of notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement
may deal (including their names, titles, work addresses and facsimile numbers). The Controlling Note Holder shall promptly deliver
such information to any Servicer. None of the Servicers, Operating Advisor and Trustee shall be required to recognize any person
as a Controlling Note Holder Representative until they receive such information from the Controlling Note Holder. The Controlling
Note Holder agrees to inform each such Servicer or Trustee of the then-current Controlling Note Holder Representative.


 


(b)          Neither
the Controlling Note Holder Representative nor the Controlling Note Holder will have any liability to the other Note Holder or
any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure
to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment, absent any
loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The Note Holders agree
that the Controlling Note Holder Representative and the Controlling Note Holder (whether acting in place of the Controlling Note
Holder Representative when no Controlling Note Holder Representative shall have been appointed hereunder or otherwise exercising
any right, power or privilege granted to the Controlling Note Holder hereunder) may take or refrain from taking actions, or give
or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holder, and that the Controlling
Note Holder Representative may have special relationships and interests that conflict with the interests of a Note Holder and,
absent willful misfeasance, bad faith or gross negligence on the part of the Controlling Note Holder Representative or the Controlling
Note Holder, as the case may be, agree to take no action against the Controlling Note Holder Representative, the Controlling Note
Holder or any of their respective officers, directors, employees, principals or agents as a result of such special relationships
or interests, and that neither the Controlling Note Holder Representative nor the Controlling Note Holder will be deemed to have
been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded
any exercise of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed
to give any consent, solely in the interests of any Note Holder.


 


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


 






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For so long as the Note
A-1 Holder is the Controlling Note Holder and Note A-2 is included in the Note A-2 Securitization, the “Controlling Class
Representative” or similar party under the Note A-2 PSA shall be the Non-Controlling Note Holder Representative.


 


The Controlling Note
Holder shall be entitled to exercise the rights and powers granted to the Controlling Note hereunder and the rights and powers
granted to the “Subordinate Class Representative” or similar party under, and as defined in, the Lead Securitization
Servicing Agreement with respect to the Mortgage Loan (and prior to the Note A-1 Securitization Date, assuming that a Control Termination
Event (as defined under the Note A-2 PSA) has not occurred). In addition, the Controlling Note Holder shall be entitled to advise
(1) the Special Servicer with respect to all matters related to a “Specially Serviced Mortgage Loan” (as defined in
the Lead Securitization Servicing Agreement) and (2) the Special Servicer with respect to all matters for which the Master Servicer
must obtain the consent or deemed consent of the Special Servicer, and, except as set forth below (i) the Master Servicer shall
not be permitted to implement any Major Decision unless it has obtained the prior written consent of the Special Servicer and (ii)
the Special Servicer shall not be permitted to consent to the Master Servicer’s implementing any Major Decision nor will
the Special Servicer itself be permitted to implement any Major Decision as to which the Controlling Note Holder has objected in
writing within ten (10) Business Days (or 20 days with respect to an Acceptable Insurance Default) after receipt of the written
recommendation and analysis and such additional information requested by the Controlling Note Holder as may be necessary in the
reasonable judgment of the Controlling Note Holder in order to make a judgment with respect to such Major Decision. The Controlling
Note Holder may also direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage
Loan as the Controlling Note Holder may deem advisable.


 


If the Controlling Note
Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision within ten (10) Business
Days (or 20 days with respect to an Acceptable Insurance Default) after delivery to the Controlling Note Holder by the applicable
Servicer of written notice of a proposed Major Decision (which notice shall contain a legend, in conspicuous boldface type, substantially
similar to the following: “THIS IS A REQUEST FOR ACTION APPROVAL. IF THE CONTROLLING NOTE HOLDER FAILS TO APPROVE OR DISAPPROVE
THE ENCLOSED ACTION WITHIN TEN (10) BUSINESS DAYS, SUCH ACTION MAY BE DEEMED APPROVED”) together with any information
requested by the Controlling Note Holder as may be necessary in the reasonable judgment of the Controlling Note Holder in order
to make a judgment, then upon the expiration of such ten (10) Business Day (or 20 days with respect to an Acceptable Insurance
Default) period, such Major Decision shall be deemed to have been approved by the Controlling Note Holder.


 


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


 






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


 


The Controlling Note
Holder shall have no liability to the other Note Holders or any other party for any action taken, or for refraining from the taking
of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Lead Securitization
Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance,
bad faith or gross negligence. The Note Holders agree that the Controlling Note Holder may take or refrain from taking actions,
or give or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holder, and that the Controlling
Note Holder may have special relationships and interests that conflict with the interests of another Note Holder and, absent willful
misfeasance, bad faith or gross negligence on the part of the Controlling Note Holder agree to take no action against the Controlling
Note Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or interests,
and that the Controlling Note Holder shall 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 Note Holder.


 


Section
7.          Appointment of Special Servicer. The Controlling Note
Holder (or its Controlling Note Holder Representative) shall have the right at any time and from time to time, with or without
cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer
in lieu thereof. Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to
serve as Special Servicer shall be made by delivering to the other Note Holder, the Master Servicer, the then existing Special
Servicer and other parties to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying
the other conditions to such replacement as set forth in the Lead Securitization Servicing Agreement (including, without limitation,
a Rating Agency Confirmation, if required by the terms of the Lead Securitization Servicing Agreement), if any. The Controlling
Note Holder shall be solely responsible for any expenses incurred in connection with any such replacement without cause. The Controlling
Note Holder shall notify the other parties hereto of its termination of the then currently serving Special Servicer and its appointment
of a replacement Special Servicer in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special
Servicer with respect to the Mortgage Loan as of the consummation of the securitization under the Lead Securitization Servicing
Agreement, then the initial Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the initial
Special Servicer but this shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder Representative)
to designate a replacement Special Servicer for the Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of
the Special Servicer has occurred that affects the Non-Controlling Note Holder, the Non-Controlling Note Holder shall have the
right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling
Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement (or at any time that the


 



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Mortgage
Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the successor servicing agreement
pursuant to which the Mortgage Loan is being serviced) solely with respect to the Mortgage Loan pursuant to and in accordance
with the terms of the Lead Securitization Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the
provisions of the Lead Securitization Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage Loan
is being serviced). The Controlling Note Holder and the Non-Controlling Note Holder acknowledge and agree that any successor special
servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at the Non-Controlling
Note Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was so terminated without the prior
written consent of the Non-Controlling Note Holder. The Non-Controlling Note Holder shall be solely responsible for reimbursing
the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable
time by the terminated special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from
amounts on deposit in the Collection Account.


 


Section
8.          Payment Procedure.


 


(a)          The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead
Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Whole Loan
Custodial Account pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note
Holder (or the Master Servicer acting on its behalf) shall deposit such amounts to the applicable account within one (1) Business
Day after receipt of properly identified funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf)
from or on behalf of the Mortgage Loan Borrower.


 


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


 


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


 



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Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder.


 


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


 


Section
9.          Limitation on Liability of the Note Holders.
Each Note Holder shall have no liability to the other Note Holder with respect to its Note except with respect to losses actually
suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder.


 


The Note Holders acknowledge
that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee) to comply with,
and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the
Trustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization
Servicing Agreement in a manner that may be adverse to the interests of the Non-Lead Securitization Note Holder and that the Lead
Securitization Note Holder (including any Servicer and the Trustee) shall have no liability whatsoever to the Non-Lead Securitization
Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization
Note Holder to exercise such rights other than as described above; provided, however, that the Servicer must act
in accordance with the Servicing Standard.


 


Section
10.          Bankruptcy. Subject to Section 5(c), each Note Holder
hereby covenants and agrees that only the Servicer has the right to institute, file, commence, acquiesce, petition under Bankruptcy
Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke
an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its
property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further
agrees that only the Servicer, and not the Non-Lead Securitization Note Holder or any of its representatives, can make any election,
give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in
any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders
hereby appoint the Servicer as their agent, and grant to the Servicer an irrevocable power of attorney coupled with an interest,
and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization
Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency
Proceeding, including, without limitation, the right to file and/or


 



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


 


Section
11.          Representations of the Note Holders. Each Note Holder
represents and warrants that the execution, delivery and performance of this Agreement is within its corporate powers, has been
duly authorized by all necessary corporate action, and does not contravene such Note Holder’s charter or any law or contractual
restriction binding upon such Note Holder, and that this Agreement is the legal, valid and binding obligation of such Note Holder
enforceable against such Note Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except
that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law.
Each Note Holder represents and warrants that it is duly organized, validly existing, in good standing and in possession of all
licenses and authorizations necessary to carry on its business. Each Note Holder represents and warrants that (a) this Agreement
has been duly executed and delivered by such Note Holder, (b) to such Note Holder’s actual knowledge, all consents, approvals,
authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery
and performance of this Agreement by such Note Holder have been obtained or made and (c) to such Note Holder’s actual knowledge,
there is no pending action, suit or proceeding, arbitration or governmental investigation against such Note Holder, an adverse
outcome of which would materially and adversely affect its performance under this Agreement.


 


Section
12.          No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and
no action taken pursuant hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership,
association, joint venture or other entity. Neither Note Holder shall have any obligation whatsoever to offer to the other Note
Holder the opportunity to purchase a participation interest in any future loans originated by such Note Holder or its Affiliates
and if either Note Holder chooses to offer to the other Note Holder the opportunity to purchase a participation interest in any
future mortgage loans originated by such Note Holder or its Affiliates, such offer shall be at such purchase price and interest
rate as such Note Holder chooses, in its sole and absolute discretion. Neither Note Holder shall have any obligation whatsoever
to purchase from the other Note Holder a participation interest in any future loans originated by such Note Holder or its Affiliates.


 


Section
13.          Other Business Activities of the Note Holders. Each Note Holder acknowledges that the other Note
Holder or its Affiliates may make loans or otherwise extend credit to, and generally engage in any kind of business with, the
Mortgage Loan Borrower or any Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership interests
in the Mortgage Loan Borrower or any entity that is a holder of a preferred equity


 



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interest in the Mortgage
Loan Borrower (each, a “Mortgage Loan Borrower Related Party”), and receive payments on such other loans or
extensions of credit to Mortgage Loan Borrower Related Parties and otherwise act with respect thereto freely and without accountability
in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.


 


Section
14.          Sale of the Notes.


 


(a)          Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose
of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender. Promptly
after the Transfer, the non-transferring Note Holder shall be provided with (x) a representation from a transferee or the applicable
Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance
with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15 (unless
the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply
with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not
a Qualified Institutional Lender, it must first obtain the consent of the non-transferring Note Holder and, if such non-transferring
Note Holder’s Note is held in a Securitization Trust, a confirmation in writing from each Rating Agency that such Transfer
will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the
related Securitization. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will
not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, without
a confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal
of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or
any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related
Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring
Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer,
the Special Servicer and the Trustee) and all expenses relating to the confirmation from the Rating Agencies in connection with
any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent
of the other Note Holder, the Rating Agencies or any other Person, to Transfer 49% or less (in the aggregate) of its beneficial
interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of Note A-1 together with
Note A-2, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special
Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the
Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership,
100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies
or limited partnerships, by the Lead Securitization Trust.


 


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


 



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such waiver, declination, or refusal shall be deemed
to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes
of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request
for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent
request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement
for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage
in such prior request.


 


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


 


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


 



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by the pledging Note Holder), and until such Redirection Notice is withdrawn or rescinded
by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Note Holder or Servicer would otherwise be
obligated to pay to the pledging Note Holder from time to time pursuant to this Agreement or the Lead Securitization Servicing
Agreement. Any pledging Note Holder hereby unconditionally and absolutely releases the other Note Holder and any Servicer from
any liability to the pledging Note Holder on account of such other Note Holder’s or Servicer’s compliance with any
Redirection Notice believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee. Note Pledgee shall
be permitted to exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee (and accept an assignment
in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Note Holders
and any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate thereof
which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in
lieu of foreclosure), and its successor and assigns, as the successor to the pledging Note Holder’s rights, remedies and
obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations
of the pledging Note Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such
Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section
14(c) shall remain effective as to any Note Holder (and any Servicer) unless and until such Note Pledgee shall have notified any
such Note Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


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


 


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


 


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


 


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


 


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


 


(v)        Unless
the Conduit is in fact then a Qualified Institutional Lender, the Conduit will not without obtaining a Rating Agency Confirmation
from each Rating


 



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Agency have any greater right to acquire the interests in the Note pledged by such Note Holder, by foreclosure
or otherwise, than would any other purchaser that is not a Qualified Institutional Lender at a foreclosure sale conducted by a
Note Pledgee.


 


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


 


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


 


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


 


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


 



    	41



    	 



    

 


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


 


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


 


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


 


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


 


Section
18.          Modifications. This Agreement shall not be modified,
cancelled or terminated except by an instrument in writing signed by each Note Holder. Additionally, for as long as any Note is
contained in a Securitization Trust, the Note Holders shall not amend or modify this Agreement without first receiving a written
confirmation from each Rating Agency that such amendment or modification will not result in a qualification, withdrawal or downgrade
of its then current ratings of the securities issued in connection with a Securitization; provided that no such confirmation
from the Rating Agencies shall be required in connection with a modification (i) to cure any ambiguity, to correct or supplement
any provisions herein that may be defective or inconsistent with any other provisions herein or with the Lead Securitization Servicing
Agreement, or (ii) to make other provisions with respect to matters or questions arising under this Agreement, which shall not
be inconsistent with the provisions of this Agreement.


 


Section
19.          Successors and Assigns; Third Party Beneficiaries.
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
Except as provided herein, including without limitation, with respect to the Trustee, Certificate Administrator, Master Servicer
and Special Servicer and any Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee, none of the provisions of
this Agreement shall be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 14 and Section
15, each Note Holder may assign or delegate its rights or obligations under this Agreement. Upon any such assignment, the assignee
shall be entitled to all rights and benefits of the applicable Note Holder hereunder.


 



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


 


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


 


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


 


Section
23.          Entire Agreement. This Agreement constitutes
the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes
all prior agreements, understandings and negotiations between the parties.


 


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


 


(b)          Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall and hereby agrees to indemnify
the Lead Securitization Note Holder against and hold the Lead Securitization Note Holder harmless from and against any Taxes, interest,
penalties and attorneys’ fees and disbursements arising or resulting from any failure of the Lead Securitization Note Holder
to withhold Taxes from payment made to such Note Holder in reliance upon any representation, certificate, statement, document or
instrument made or provided by such Note Holder to the Lead Securitization Note Holder in connection with the obligation of the
Lead Securitization Note Holder to withhold Taxes from payments made to such Note Holder, it being expressly understood and agreed
that (i) the Lead Securitization Note Holder shall be absolutely and unconditionally entitled to accept any such representation,
certificate, statement, document or instrument as being true and correct in all respects and to fully rely thereon without any
obligation or responsibility to investigate or to


 



    	43



    	 



    

 


make any inquiries with respect to the accuracy, veracity, correctness or validity
of the same and (ii) such Note Holder, upon request of the Lead Securitization Note Holder and at its sole cost and expense, shall
defend any claim or action relating to the foregoing indemnification using counsel selected by the Lead Securitization Note Holder.


 


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


 


Section
25.          Custody of Mortgage Loan Documents. As of the
date of this Agreement, the Mortgage Loan Documents are currently being held by Wells Fargo Bank, National Association, on behalf
of the Initial Agent, for the benefit of the registered holders of the Notes. Prior to the Note A-2 Securitization Date, the originals
of all of the Mortgage Loan Documents will be held by Wells Fargo Bank, National Association, on behalf of the Initial Agent or
the successor Agent to the Initial Agent, for the benefit of the registered holders of the Notes. On and after the Note A-2 Securitization
Date but prior to the Note A-1 Securitization Date, the originals of all of the Mortgage Loan Documents (other than Note A-1)
shall be held in the name of the trustee (and held by a duly appointed custodian therefor) under the Note A-2 PSA, on behalf of
the registered holders of the Notes. On and after the Note A-1 Securitization Date, the originals of all of the Mortgage Loan
Documents (other than Note A-2) will be transferred to and held in the name of the trustee (and held by a duly appointed custodian
therefor) under the Note A-1 PSA, on behalf of the registered holders of the Notes.


 



    	44



    	 



    

 


Section
26.          Cooperation in Securitization.


 


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


 



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


 


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


 


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


 


Section
29.          Certain Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    	46



    	 



    

 


Section
30.          Reserved.


 


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


 


Section
32.          Resizing. Notwithstanding any other provision of
this Agreement, for so long as CGMRC or an affiliate thereof (a “CGMRC Entity”) is the owner of the Non-Lead
Securitization Note (the “Owned Note”), such CGMRC Entity shall have the right, subject to the terms of the
Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in either
case, “New Notes”) reallocating the principal of the Owned Note to such New Notes; or severing the Owned Note
into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal
balance of the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments
is no greater than the aggregate principal of the Owned Note prior to such amendments, (ii) all Notes continue to have the same
weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on
a pari passu basis (including after a default and in connection with a condemnation or prepayment) and such reallocated
or component notes shall be automatically subject to the terms of this Agreement, and (iv) the CGMRC Entity holding the New Notes
shall notify the other Note Holder and, if applicable, the Master Servicer, the Special Servicer, the Certificate Administrator
and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests,
the CGMRC Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing
applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications
pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without
the consent of its holder and the consent of the holder of the other Note. In connection with the foregoing (provided the conditions
set forth in (i) through (iv) above are satisfied, with respect to (i) through (iv), as certified by the CGMRC Entity, on which
certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the
Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose
of reflecting such reallocation of principal. If more than one New Note is created hereunder, for purposes of this Agreement,
including exercising the rights of the Controlling Note Holder or the Non-Controlling Note Holder hereunder, as applicable, the
holders of such New Notes shall


 



    	47



    	 



    

 


designate one party
to deal with Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) and provide
written notice of such designation to the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer acting
on its behalf); provided that, in the absence of such designation and notice, the Lead Securitization Note Holder (or the Master
Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written
notice as having been designated as the applicable Note Holder for all purposes of this Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 



    	48



    	 



    

 





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





	 	 	 
	 	CITIGROUP GLOBAL MARKETS REALTY CORP., as Initial Note A-1 Holder
	 	 	 
	 	By:	/s/ Paul Vanderslice
	 	 	Name: Paul Vanderslice
	 	 	Title: Vice President
	 	 	 
	 	CITIGROUP GLOBAL MARKETS REALTY CORP., as Initial Note A-2 Holder
	 	 	 
	 	By:	/s/ Paul Vanderslice
	 	 	Name: Paul Vanderslice
	 	 	Title: Vice President




 


(Co-Lender
Agreement – Kaiser Center)


 



    	 



    	 



    

 





EXHIBIT A


 


MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	SIC-Lakeside Drive, LLC
	Date of Mortgage Loan:	June 3, 2015
	Date of Notes:	July 8, 2015
	Original Principal Amount of Mortgage Loan:	$140,000,000.00
	Principal Amount of Mortgage Loan as of the date hereof:	$140,000,000.00
	Initial Note A-1 Principal Balance:	$90,000,000.00
	Initial Note A-2 Principal Balance:	$50,000,000.00
	Location of Mortgaged Property:	Oakland, California
	Initial Maturity Date:	October 1, 2022


 



    	A-1



    	 



    

 





EXHIBIT B


 


1.       Initial
Note A-1 Holder:


 


Citigroup Global Markets Realty Corp.

388 Greenwich Street

New York, New York 10013

Attention: Commercial Mortgage Finance


 


with a copy to:



Citigroup Global Markets Realty Corp.

388 Greenwich Street

New York, New York 10013

Attention: Ryan O’Connor


Email: ryan.m.oconnor@citi.com


 


2.       Initial
Note A-2 Holder:


 


(Prior to Securitization of Note A-2):


 


Citigroup Global Markets Realty Corp.

388 Greenwich Street

New York, New York 10013

Attention: Commercial Mortgage Finance


 


with a copy to:



Citigroup Global Markets Realty Corp.

388 Greenwich Street

New York, New York 10013

Attention: Ryan O’Connor


Email: ryan.m.oconnor@citi.com


 


(Following Securitization of Note A-2):


 


(i)       Depositor:


 


GS Mortgage Securities Corporation II


200 West Street


New York, New York 10282


Attention: Leah Nivison


Facsimile number: (212) 428-1439


Email: leah.nivison@gs.com


 


with copies to:


 



    	B-1



    	 



    

 


Peter Morreale


Facsimile number: (212) 902-3000


Email: peter.morreale@gs.com


 


and


 


Joe Osborne


Facsimile number: (212) 291-5318


Email: joe.osborne@gs.com


 


(ii)      Master
Servicer:


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Facsimile number: (913) 253-9001

Email: NoticeAdmin@midlandls.com


 


with
a copy to:


 


Sutherland Asbill & Brennan LLP


700 Sixth Street, NW, Suite 700


Washington, DC 20001-3980


Attn: Lisa A. Rosen


Facsimile number: (202) 637-3593


 


(iii)     Special
Servicer:


 


CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Brian Hanson

Facsimile number: (202) 715-9699


 


with
a copy to:


 


Stinson
Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Facsimile number: (816) 412-9338


 


(iv)     Trustee:


 


Wells Fargo Bank, N.A.


 



    	B-2



    	 



    

 


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Global Transaction Services (CMBS)


 


(v)     Certificate
Administrator:


 


Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: CMBS – GS 2015-GC32

e-mail: cts.cmbs.bond.admin@wellsfargo.com and trustadministrationgroup@wellsfargo.com


 


(vi)    Operating
Advisor:


 


Park Bridge Lender Services LLC

560 Lexington Avenue, 17th Floor

New York, New York 10022

Attention: David Rodgers


 



    	B-3



    	 



    

 





EXHIBIT C


 


PERMITTED FUND MANAGERS


	 	 
	1.	Westbrook Partners
	2.	DLJ Real Estate Capital Partners
	3.	iStar Financial Inc.
	4.	Capital Trust, Inc.
	5.	Lend-Lease Real Estate Investments
	6.	Archon Capital, L.P.
	7.	Whitehall Street Real Estate Fund, L.P.
	8.	The Blackstone Group International Ltd.
	9.	Apollo Real Estate Advisors
	10.	Colony Capital, Inc.
	11.	Praedium Group
	12.	J.E. Robert Companies
	13.	Fortress Investment Group LLC
	14.	Lonestar Opportunity Fund
	15.	Clarion Partners
	16.	Walton Street Capital, LLC
	17.	Starwood Financial Trust
	18.	BlackRock, Inc.
	19.	Rialto Capital Management, LLC
	20.	Raith Capital Partners, LLC
	21.	Eightfold Real Estate Capital, L.P.
	22.	Perella Weinberg Partners
	23.	Square Mile Capital Management LLC



 



    	C-1