Exhibit 4.11


 


EXECUTION VERSION


 


 



CO-LENDER AGREEMENT


Dated as of November 18, 2020


by and among


BANK OF AMERICA, NATIONAL ASSOCIATION

(an Initial Note A Holder),


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(an Initial Note A Holder),


COLUMN FINANCIAL, INC.

(an Initial Note A Holder),


DBR INVESTMENTS CO. LIMITED

(an Initial Note A Holder),


BANK OF AMERICA, NATIONAL ASSOCIATION

(Initial Note B-1 Holder),


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note B-2 Holder),


COLUMN FINANCIAL, INC.

(Initial Note B-3 Holder)


and


DBR INVESTMENTS CO. LIMITED

(Initial Note B-4 Holder)


 



Commercial Mortgage Loan in the Principal Amount
of $1,250,000,000

secured by a property located at 1114 Avenue of the Americas, New York, New York


(a/k/a the Grace Building)


 





    		  	

 



    


    

This CO-LENDER AGREEMENT
(together with the exhibits and schedules hereto and all amendments hereof and supplements hereto, this “Agreement”)
is dated as of November 18, 2020, among BANK OF AMERICA, NATIONAL ASSOCIATION (“BANA”) as an Initial Note A
Holder, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMCB”), as an Initial Note A Holder, as an Initial Note
A Holder, COLUMN FINANCIAL, INC. (“Column”), DBR INVESTMENTS CO. LIMITED (“DBRI”), as an
Initial Note A Holder, BANA, as Initial Note B-1 Holder, JPMCB, as Initial Note B-2 Holder, Column, as Initial Note B-3 Holder
and DBRI, as Initial Note B-4 Holder.


W I T N E S S E T H:


WHEREAS, pursuant
to the Loan Agreement (as defined herein), BANA, JPMCB, Column and DBRI co-originated a certain loan (the “Mortgage Loan”)
described in Part A of the schedule attached hereto as Exhibit A to the mortgage loan borrower described on the Loan Schedule
(together with its successors and permitted assigns, the “Borrower”), in the original aggregate principal amount
of $1,250,000,000, which is evidenced, inter alia, by the twenty-four (24) promissory notes, each dated on or before the
date hereof, described in Part B of the Loan Schedule (as each such promissory note may be extended, renewed, replaced, restated
or modified from time to time, each a “Note” and, collectively, the “Notes”);


WHEREAS, payment
of the Notes is secured by, among other things, a certain Mortgage (as defined in the Loan Agreement), dated as of November 17,
2020 (as such may have been amended or restated to the date hereof and may hereafter be further amended, restated, supplemented
or otherwise modified from time to time, the “Mortgage”), encumbering a fee simple interest in an office building
located at 1114 Avenue of the Americas in New York, New York, commonly referred to as the Grace Building (the “Property”);


WHEREAS, with respect
to the Mortgage Loan:


BANA intends to
transfer the BANA Lead Securitization Notes to Banc of America Merrill Lynch Large Loan, Inc. (together with its permitted successors
and assigns, the “Depositor”) pursuant to a trust loan purchase agreement between BANA and the Depositor;


JPMCB intends to
transfer the JPMCB Lead Securitization Notes to Depositor pursuant to a trust loan purchase agreement between JPMCB and the Depositor;


Column intends to
transfer the Column Lead Securitization Notes to the Depositor pursuant to a trust loan purchase agreement between Column and the
Depositor;


DBRI intends to
transfer the DBRI Lead Securitization Notes to German American Capital Corporation (“GACC”), an affiliate of
DBRI, who will then transfer them to the Depositor pursuant to a trust loan purchase agreement between GACC and the Depositor;


the Depositor intends
to transfer the Lead Securitization Notes (the “Trust Loan”) to Wilmington Trust, National Association, as trustee
for a securitization (such securitization, the “Lead Securitization”) involving the issuance of the Grace Trust
2020-GRCE, Commercial Mortgage Pass-Through Certificates, Series 2020-GRCE, pursuant to the Trust and Servicing Agreement, dated
as of November 18, 2020 (the “Lead Securitization Servicing Agreement”), among the Depositor, Wells Fargo Bank,
National Association, as servicer (in such capacity, together with its permitted successors and assigns, the “Master Servicer”),
Situs Holdings, LLC, as special servicer (together with its permitted successors and assigns, the “Special Servicer”),
Wilmington Trust, National Association, as trustee (together with its permitted successors and assigns, the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator




    		  	

 



    


    

(in such capacity, together with its
permitted successors and assigns, the “Certificate Administrator”), paying agent and custodian, and Park Bridge
Lender Services LLC, as operating advisor (together with its permitted successors and assigns, the “Operating Advisor”)
and upon such transfer, the Trustee will be become the holder of the Lead Securitization Notes, and


each of BANA, JPMCB,
Column and DBRI (directly or indirectly through their respective affiliate(s)) expects (but is not obligated) to contribute its
related Non-Lead Securitization Notes, whether in each such Note’s current form or as multiple replacement promissory notes,
into one or more securitization transactions;


WHEREAS, each Initial
Note A Holder, the Initial Note B-1 Holder, the Initial Note B-2 Holder, the Initial Note B-3 Holder and the Initial Note B-4 Holder
desires to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold the
Notes, respectively.


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


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


“A Notes”
shall mean the Notes respectively, each Note A-1, each Note A-2, each Note A-3 and each Note A-4, and having an aggregate Initial
Note Principal Balance equal to $883,000,000.


“Acceptable
Insurance Default”: Any default arising when the Loan Documents require that the Borrower shall maintain all risk casualty
insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has determined,
in its reasonable judgment in accordance with the Accepted Servicing Practices, that (a) such insurance is not available at commercially
reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located
in or near the geographic region in which the Property is located (but only by reference to such insurance that has been obtained
by such owners at current market rates) or (b) such insurance is not available at any rate. In making this determination, the Special
Servicer, to the extent consistent with the Accepted Servicing Practices, may rely on the opinion of an insurance consultant. From
and after the Lead Securitization Date, “Acceptable Insurance Default” shall have the meaning assigned to such term
or any analogous term in the Lead Securitization Servicing Agreement.


“Accepted
Servicing Practices” shall mean: (a) prior to the Lead Securitization Date, the obligation of the Servicer to service
and administer the Mortgage Loan in accordance with this Agreement, the Notes and the Loan Documents solely in the best interests
and for the benefit of the Holders (as a collective whole), exercising the higher of (i) the same manner in which, and with the
same care, skill, prudence and diligence with which the Servicer services and administers similar mortgage loans for other third
party portfolios, and manages and administers REO Property for other third party portfolios giving due consideration to customary
and usual standards of practice of prudent institutional commercial lenders servicing their own loans and managing REO Properties
for their own account and (ii) the same care, skill, prudence and diligence which the Servicer utilizes for loans which the Servicer
owns for its own account, in each case, acting in accordance with applicable law, the terms of this Agreement and the Loan Documents




    		3 	
 Co-Lender Agreement
(Grace Building)
 



    


    

and with a view to the maximization
of timely recovery of principal and interest on a net present value basis on the Mortgage Loan, but without regard to (1) any relationship
that the Servicer or any Affiliate of the Servicer may have with the Borrower or any Borrower Related Parties; (2) the ownership
of any interest in the Mortgage Loan or any certificate issued or to be issued in connection with a Securitization by the Servicer
or any Affiliate of the Servicer; (3) the ownership of any junior indebtedness with respect to the Property by the Servicer or
any Affiliate of the Servicer; (4) the Servicer’s obligation to make Advances as specified herein or otherwise incur servicing
expenses with respect to the Mortgage Loan; (5) the Servicer’s right to receive compensation for its services hereunder or
with respect to any particular transaction; (6) the ownership, or servicing or management for others, by the Servicer or any sub-servicer,
of any other mortgage loans or properties; or (7) the right of the Servicer or any sub-servicer to receive reimbursement of costs;
and (b) from and after the Lead Securitization Date, the meaning assigned to the term “Accepted Servicing Practices”
or “Servicing Standard” or any analogous term in the Lead Securitization Servicing Agreement.


“Additional
Servicing Compensation” shall mean any servicing compensation (other than Servicing Fees, Special Servicing Fees, Workout
Fees or Liquidation Fees) that any Servicer is entitled to retain under the Servicing Agreement.


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


“Advance”
means a Property Advance, a P&I Advance or an Administrative Advance, as the context may require.


“Advance
Interest Amount” shall mean the amount of interest accrued and unpaid on any Property Advance pursuant to the terms of
the Servicing Agreement.


“Advance
Rate” shall have the meaning ascribed to such term in the Lead Securitization Servicing Agreement.


“Affiliate”
shall mean with respect to any specified Person, (a) any other Person controlling or controlled by or under common control with
such specified Person (each a “Common Control Party”), (b) any other Person owning, directly or indirectly,
10% or more of the beneficial interests in such Person or (c) any other Person in which such Person or a Common Control Party owns,
directly or indirectly, 10% or more of the beneficial interests. For the purposes of this definition, “control” when
used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract, relation to individuals or otherwise, and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


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


“Appraisal”
shall mean an appraisal with respect to the Property conducted in accordance with the standards of the Appraisal Institute by an
Appraiser and certified by such Appraiser as having been prepared in accordance with the requirements of the Standards of Professional
Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, as
well as FIRREA. From and after the Lead Securitization Date, “Appraisal” shall have the meaning assigned to such term
or any analogous term in the Lead Securitization Servicing Agreement.


“Appraisal
Reduction Amounts” shall mean: (a) prior to the Lead Securitization Date, for any Remittance Date as to which an Appraisal
Reduction Event has occurred, an amount equal to the excess, if any, of (i) the sum of (1) the Loan Principal Balance as of the
immediately preceding Monthly Payment




    		4 	
 Co-Lender Agreement
(Grace Building)
 



    


    

Date, (2) to the extent not previously
advanced by the Servicer or any other Holder as an Advance under Section 9 or Section 11(b), all accrued and unpaid
interest on the Mortgage Loan at a per annum rate equal to the Note Interest Rate on each of the Notes, (3) all unreimbursed
Advances, with interest thereon at the Advance Rate in respect of the Mortgage Loan, and (4) all currently due and unpaid real
estate taxes, ground rents and assessments and insurance premiums (less any amounts held in escrow for such items) and all other
amounts (not including any default interest, Penalty Charges, Prepayment Charges, liquidated damage amounts or other similar fees
or charges) currently due and unpaid with respect to the Mortgage Loan (which taxes, premiums and other amounts have not been the
subject of an Advance by the Servicer), over (ii) an amount equal to 90% of the appraised value of the Property as determined
by the most recent Updated Appraisal obtained by the Servicer (the cost of which shall be advanced by such Servicer as an Advance),
minus the dollar amount of any liens on the Property that are prior to the lien of the Mortgage (other than the liens for
any items set forth in the immediately preceding clause (i)(4) which have been insured or bonded over by Qualified Insurers
(as defined in the Lead Securitization Servicing Agreement), plus (without duplication of any amounts held in escrow deducted
in clause (i)(4) above) the aggregate of all reserves, letters of credit and escrows held in connection with the Mortgage
Loan to the extent that such reserves, letters of credit and escrows are permitted to be used by the Servicer in reduction of the
Mortgage Loan); and (b) from and after the Lead Securitization Date, the meaning assigned to such term or any analogous term in
the Lead Securitization Servicing Agreement.


“Appraisal
Reduction Event” shall mean: (a) prior to the Lead Securitization Date, the earliest to occur of any of the following:
(i) sixty (60) days after an uncured payment delinquency (other than a delinquency in respect of the Balloon Payment) occurs in
respect of the Mortgage Loan, (ii) 90 days after an uncured delinquency occurs in respect of the Balloon Payment for the Mortgage
Loan unless a refinancing is anticipated within 120 days after the Maturity Date of the Mortgage Loan (as evidenced by a written
and binding refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the Servicer,
and the Controlling Holder, which provides that such refinancing shall occur within 120 days after the Maturity Date, in which
case 120 days after such uncured delinquency, sixty (60) days after a reduction in monthly debt service payments or a material
adverse economic change with respect to the terms of the Mortgage Loan has become effective), (iii) sixty (60) days after an extension
of the Maturity Date of the Mortgage Loan (except for an extension within the time periods described in clause (ii) above),
(iv) sixty (60) days after a receiver has been appointed in respect of the Property securing the Mortgage Loan on behalf of the
Lender or any other creditor, (v) immediately after any Borrower declares, or becomes the subject of, bankruptcy, insolvency or
similar proceeding, admits in writing the inability to pay its debts as they come due or makes an assignment for the benefit of
creditors unless such action is dismissed within forty-five (45) days, or (vi) immediately after the Property securing the Mortgage
Loan becomes an REO Property; and (b) from and after the Lead Securitization Date, the meaning assigned to such term or any analogous
term in the Servicing Agreement.


In addition to the
foregoing, prior to the Lead Securitization Date, each Note B Holder shall have the right, at its sole expense, to require the
Special Servicer to order an additional Appraisal of the Mortgage Loan if an event has occurred at or with regard to the Property
that would have a material effect on its appraised value, and the Special Servicer will be required to use its reasonable best
efforts to ensure that such Appraisal is delivered within thirty (30) days from receipt of such Note B Holder’s written request
and to ensure that such Appraisal is prepared on an “as is” basis by an Appraiser in accordance with MAI standards;
provided, that the Special Servicer will not be required to obtain such Appraisal if (i) the Special Servicer determines
in accordance with Accepted Servicing Practices that no events at or with regard to the Property have occurred that would have
a material effect on such appraised value of the Property or (ii) a Note B Holder had ordered an Appraisal in the past nine (9)
months. Upon receipt of an Appraisal requested by a Note B Holder pursuant to this definition of “Appraisal Reduction Event”
and any other information reasonably requested by the Special Servicer from the Servicer reasonably required to calculate or recalculate
the Appraisal Reduction Amount, the Special Servicer will be required to determine, in




    		5 	
 Co-Lender Agreement
(Grace Building)
 



    


    

accordance with Accepted Servicing Practices,
whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted
and, if so warranted, will be required to recalculate such Appraisal Reduction Amount based upon such additional Appraisal. From
and after the Lead Securitization Date, the analogous provisions to this paragraph of the Lead Securitization Servicing Agreement
shall control.


“Appraiser”
shall mean an independent appraiser, selected by the Servicer, as applicable, that is a member in good standing of the Appraisal
Institute and that is certified or licensed in the state in which the Property is located, and who has a minimum of five (5) years’
experience in the appraisal of comparable properties in the geographic area in which such Property is located.


“Approved
Bank” shall mean a domestic financial institution which (a) prior to a Securitization, has long term unsecured debt obligations
of which are rated not less than “AA” by S&P, “A” by Fitch and “Aa2” by Moody’s or
the short-term obligations of which are rated at least “A-1+” by S&P, “F-1” by Fitch and “P-1”
by Moody’s and (b) after a Securitization, has long term long unsecured debt obligations and/or short term obligations which
meet the applicable rating requirements of the Rating Agencies.


“B Notes”
shall mean Note B-1, Note B-2, Note B-3 and Note B-4.


“Balloon
Payment” shall mean, with respect to the Mortgage Loan, the payment of principal due on its scheduled Maturity Date.


“BANA”
shall have the meaning assigned to such term in the recitals of this Agreement.


“BANA Lead
Securitization A Note” shall mean the Note A-1-1, having an Initial Note Principal Balance equal to $114,900,000.


“BANA Lead
Securitization Notes” shall mean the Note A-1-1 and Note B-1 having an aggregate Initial Note Principal Balance equal
to $225,000,000.


“BANA Non-Lead
Securitization Notes” shall mean the Note A-1-2 and Note A-1-3, having an aggregate Initial Note Principal Balance equal
to $150,000,000.


“Bankruptcy
Code” shall mean the United States Bankruptcy Code (11 U.S.C. Sec.101 et seq.), or any similar statute, law, rules, regulations
or similar legal requirements of any other applicable jurisdiction, in each case, as amended from time to time or any successor
statute or rule promulgated thereto.


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


“Borrower
Related Parties” shall have the meaning assigned such term in Section 19.


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


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


“CLO Asset
Manager” with respect to any Securitization Vehicle which is a CLO, shall mean the entity which is responsible for managing
or administering the applicable Note or an interest therein 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).




    		6 	
 Co-Lender Agreement
(Grace Building)
 



    


    

“Closing
Date” shall mean November 17, 2020.


“Code”
shall have the meaning assigned to such term in Section 4(h).


“Collateral
Deficiency Amounts” shall have the meaning, if any, given such term in the Lead Securitization Servicing Agreement.


“Collection
Account” shall mean with respect to the Mortgage Loan, an account (including any subaccount) established pursuant to
the terms of this Agreement or, from and after the Lead Securitization Date, the Lead Securitization Servicing Agreement, in which
amounts received in respect of the Mortgage Loan are segregated (by ledger entries or otherwise) and held for the benefit of the
Holders.


“Column”
shall have the meaning assigned to such term in the recitals of this Agreement.


“Column
Lead Securitization A Note” shall mean the Note A-3-1 having an Initial Note Principal Balance equal to $76,600,000.


“Column
Lead Securitization Notes” shall mean the Note A-3-1 and Note B-3 having an aggregate Initial Note Principal Balance
equal to $150,000,000.


“Column
Non-Lead Securitization Notes” shall mean the Note A-3-2, Note A-3-3, Note A-3-4 and Note A-3-5 having an aggregate Initial
Note Principal Balance equal to $100,000,000.


“Commission”
means the United States Securities and Exchange Commission.


“Common
Control Party” shall have the meaning given to such term in the definition of “Affiliate.”


“Control
Appraisal Event” shall be deemed to have occurred if and so long as (a) (i) the Initial Note B Principal Balance, minus
(ii) the sum of (1) any payments of principal (whether as Prepayments or otherwise) allocated to, and received on, any B Note,
(2) any Appraisal Reduction Amounts allocated to any B Note in accordance with the terms of this Agreement, and (3) any Realized
Losses with respect to the Mortgage Loan to the extent allocated to the B Notes, is less than (b) 25% of the Initial Note B Principal
Balance.


“Controlling
Class Representative” shall have the meaning, if any, given such term in the Lead Securitization Servicing Agreement.


“Controlling
Holder” shall mean, as of any date of determination:


(a)       prior
to the Lead Securitization Date,


(i)       jointly,
the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder and the Note B-4 Holder, unless (1) a Control Appraisal Event has
occurred and is continuing, or (2) any of Note B-1, Note B-2, Note B-3 or Note B-4 is held by the Borrower or a Borrower Related
Party, or


(ii)       if
no Control Appraisal Event has occurred and is continuing, but any of Note B-1, Note B-2, Note B-3 or Note B-4 is held by the Borrower
or a Borrower Related Party, then, jointly, the Holders of one or more B Notes that are not held by the Borrower or a Borrower
Related Party, or




    		7 	
 Co-Lender Agreement
(Grace Building)
 



    


    

(iii)       if
a Control Appraisal Event has occurred and is continuing, or if each of Note B-1, Note B-2, Note B-3 and Note B-4 is held by the
Borrower or a Borrower Related Party, then, jointly, the Note A Holders; provided that:


(1)       if
a Control Appraisal Event occurs, then for the purposes of determining whether the Control Appraisal Event is continuing, the outstanding
Note Principal Balance of each B Note shall be adjusted (up or down, as applicable) to reflect the then current Appraisal Reduction
Amount, if any, indicated by any subsequently obtained Appraisal(s);


(2)       in
the event that a Note held by the Controlling Holder pursuant to this definition is held by more than one Person, (x) the Holder(s)
of at least a 51% interest therein may act as the Controlling Holder hereunder and (y) any ownership interest held by the Borrower
or a Borrower Related Party shall be deemed to equal zero for the purposes of determining which owners can exercise the rights
of the Controlling Holder hereunder; and


(3)       the
Controlling Holder shall be entitled to appoint any Person to act on its behalf in exercising the rights of the Controlling Holder
hereunder and under the Servicing Agreement provided that such appointment is communicated in writing to the Lead Securitization
Note Holder and any Servicer acting on its behalf. Such designation shall remain in effect until it is revoked by the Controlling
Holder by a writing delivered to the parties hereto; and


(b) from and after the Lead Securitization
Date, the Lead Securitization Trust.


“Corrected
Mortgage Loan” shall mean (a) prior to the Lead Securitization Date, the meaning assigned in the definition herein of
“Specially Serviced Mortgage Loan” and (b) from and after the Lead Securitization Date, the meaning assigned to such
term or any analogous term in the Lead Securitization Servicing Agreement.


“Costs”
shall mean all out-of-pocket costs, fees, expenses, Property Advances, interest, payments, losses, liabilities, judgments and/or
causes of action reasonably suffered or incurred or reasonably paid by a Holder (or any Servicer or other party (including a securitization
trustee, custodian and/or certificate administrator) acting on behalf of such Holder) pursuant to or in connection with the enforcement
and administration of the Mortgage Loan, the Loan Documents (not including any Servicing Fees, Special Servicing Fees, Workout
Fees, Liquidation Fees or Additional Servicing Compensation), the Property, this Agreement, including, without limitation, attorneys’
fees and disbursements, taxes, assessments, insurance premiums and other protective advances, except for those resulting from the
negligence or willful misconduct of such Holder (or any Servicer or other party (including a securitization trustee) acting on
behalf of such Holder); provided, however, that none of the following shall be included or deemed to be “Costs”:
(i) the costs and expenses relating to the origination or securitization of any Note, including the payment of any securitization
trustee fee, (ii) the day-to-day customary and usual, ordinary costs of servicing and administering the Mortgage Loan, (iii) insofar
as any Note is an asset of a Securitization Trust and as such to the extent the following amounts are allocable to such Note under
the terms of the related Securitization documents: (a) any fees, costs or expenses related to the reporting and compliance with
the REMIC Provisions or any provisions of the Code relating to the creation or administration of a grantor trust relating to a
Securitization Trust, including the determination related to the amount, payment or avoidance of any REMIC or grantor trust tax
on a Securitization Trust or its assets or transactions, (b) any fees, costs or expenses incurred in connection with any audit
or any review of the related Securitization Trust or its assets or transactions by the Internal Revenue Service or other governmental
authority, (c) any REMIC or




    		8 	
 Co-Lender Agreement
(Grace Building)
 



    


    

grantor trust taxes imposed on the related
Securitization Trust or its assets or transactions, (d) any advance made by a party to the related Securitization in respect of
a delinquent monthly debt service payment on such Note or any interest accrued on such advance, or (e) any fees, costs or expenses
relating to any other mortgage loan included in a Securitization Trust with the related Non-Lead Securitization Notes.


“Cure Payment”
shall have the meaning set forth in Section 11(b).


“DBRI”
shall have the meaning assigned to such term in the recitals of this Agreement.


“DBRI Lead
Securitization A Note” shall mean the Note A-4-1 having an Initial Note Principal Balance equal to $76,600,000.


“DBRI Lead
Securitization Notes” shall mean the Note A-4-1 and Note B-4 having an aggregate Initial Note Principal Balance equal
to $150,000,000.


“DBRI Non-Lead
Securitization Notes” shall mean the A-4-2, Note A-4-3, Note A-4-4 and Note A-4-5 having an aggregate Initial Note Principal
Balance equal to $100,000,000.


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


“Defaulted
Mortgage Loan Purchase Price” shall mean the sum of the following, without duplication, the sum of (a) the Note Principal
Balance of each A Note (as of the date of purchase), (b) accrued and unpaid interest on the Note Principal Balance of each A Note
at its Note Interest Rate, up to (but excluding) the date of purchase and if such date of purchase is not a Monthly Payment Date,
up to (but excluding) the Monthly Payment Date next succeeding the date of purchase, provided payment is made in good funds
by 3:00 p.m. New York local time, (c) any Property Advances that have not been reimbursed from collections on the Mortgage Loan
and the related Advance Interest Amount (but excluding any portion of such Property Advance that was made by a Note B Holder and
any interest thereon), (d) any interest accrued on any P&I Advance made on any A Note by a party to the Lead Securitization
Servicing Agreement or a Non-Lead Securitization Servicing Agreement, as applicable, at the rate specified in the related servicing
agreement; (e) any accrued and unpaid Servicing Fees, trustee fees, certificate administrator fees, Special Servicing Fees, Workout
Fees, Liquidation Fees and Additional Servicing Compensation, and (f) any unreimbursed Costs incurred by any Note A Holder or any
party acting on its behalf (which are not included in the preceding clauses of this paragraph).


Subject to the terms
of Section 20(h) of this Agreement, the Defaulted Mortgage Loan Purchase Price, in the context of the initial offer for
sale of REO Property or a Specially Serviced Mortgage Loan (to a party other than a Note B Holder) pursuant to the terms of Section
20(g) of this Agreement, shall, in addition to the amounts specified in the preceding paragraph, include the sum of (i) the
Note B Principal Balance (as of the date of purchase), (ii) the accrued and unpaid interest on the Note Principal Balance of each
B Note at its Note Interest Rate, up to (but excluding) the date of purchase and if such date of purchase is not a Monthly Payment
Date, up to (but excluding) the Monthly Payment Date next succeeding the date of purchase, provided payment is made in good funds
by 3:00 PM, New York local time, (iii) any unreimbursed Property Advances made by a Note B Holder and the related Advance Interest
Amount, (iv) any interest accrued on any P&I Advance made by a party to the Lead Securitization Servicing Agreement in respect
of a B Note at the rate specified in the Lead Securitization Servicing Agreement; and (v) any unreimbursed Costs incurred by a
Note B Holder or any party acting on its behalf (which are not included in the preceding paragraph or the preceding clauses in
this paragraph).


In determining the
Defaulted Mortgage Loan Purchase Price, amounts payable by the Borrower as a Prepayment Charge, default interest, Penalty Charges
and other similar fees and the value of such amounts




    		9 	
 Co-Lender Agreement
(Grace Building)
 



    


    

shall not be included, unless a Note
B Holder is the Borrower or a Borrower Related Party upon the occurrence of any event which requires a Repurchase Option Notice
pursuant to Section 11 of this Agreement.


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


“Directing
Holder” shall have the meaning set forth in Section 21(a).


“Eligibility
Requirements” shall mean, with respect to any Person, that such Person 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 is regularly engaged in the business of making or owning commercial real estate
loans (or interests therein), mezzanine loans (or interests therein) or commercial loans (or interests therein) similar to the
Mortgage Loan.


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


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


“Holder”
shall mean, with respect to each Note, the Initial Holder of such Note or any subsequent holder of such Note.


“Initial
Holders” shall mean, individually or collectively as the context may require, the Initial Note A Holders, the Initial
Note B-1 Holder, the Initial Note B-2 Holder, the Initial Note B-3 Holder and the Initial Note B-4 Holder.


“Initial
Note A Holder” shall mean, individually or collectively as the context may require, (a) BANA, as the initial holder of
the BANA Non-Lead Securitization Notes and the BANA Lead Securitization A Note, (b) JPMCB, as the initial owner of the JPMCB Non-Lead
Securitization Notes and JPMCB Lead Securitization A Note (c) Column, as the initial owner of the Column Non-Lead Securitization
Notes and the Column Lead Securitization A Note and (d) DBRI, as the initial owner of the DBRI Non-Lead Securitization Notes and
the DBRI Lead Securitization A Note.


“Initial
Note B Holders” shall mean, individually or collectively as the context may require, the Initial Note B-1 Holder, the
Initial Note B-2 Holder, the Initial Note B-3 Holder and Initial Note B-4 Holder.


“Initial
Note B Principal Balance” shall mean the aggregate Initial Note Principal Balance of Note B-1, Note B-2, Note B-3 and
Note B-4.


“Initial
Note B-1 Holder” shall mean BANA as the initial owner of Note B-1.


“Initial
Note B-2 Holder” shall mean JPMCB as the initial owner of Note B-2.


“Initial
Note B-3 Holder” shall mean Column as the initial owner of Note B-3.


“Initial
Note B-4 Holder” shall mean DBRI as the initial owner of Note B-4.


“Initial
Note Principal Balance” shall mean, with respect to each Note as of any date of determination, the “Initial Note
Principal Balance” for such Note set forth in Part B of the Loan Schedule.


“Interim
Servicer” shall mean the master servicer (or single servicer) appointed jointly by the Initial Holders under this Agreement
and any successor master servicer (or single servicer) appointed as provided




    		10 	
 Co-Lender Agreement
(Grace Building)
 



    


    

hereunder, which Interim Servicer shall
be a Qualified Servicer. The initial Interim Servicer shall be Wells Fargo Bank, National Association pursuant to the Interim Servicing
Agreement.


“Interim
Servicing Agreement” shall mean, collectively, certain servicing agreements (or other servicing arrangements), entered
into between the Initial Holders (or their affiliates), as owners, and the Interim Servicer, as servicer, and any replacement servicing
agreement entered into with any successor Interim Servicer appointed jointly by the Holders.


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


“Note Default
Interest Rate” shall have the meaning assigned to such term in the Loan Schedule.


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


“Loan Documents”
shall mean the Mortgage, the Loan Agreement, the Notes and all other documents evidencing or securing the Mortgage Loan including,
without limitation, all guaranties and indemnities, as same may be amended, modified or restated in accordance with this Agreement.


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


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


“JPMCB”
shall have the meaning assigned to such term in the recitals of this Agreement.


“JPMCB
Lead Securitization A Note” shall mean the Note A-2-1 having an Initial Note Principal Balance equal to $114,900,000.


“JPMCB
Lead Securitization Notes” shall mean the Note A-2-1 and Note B-2, having an aggregate Initial Note Principal Balance
equal to $225,000,000.


“JPMCB
Non-Lead Securitization Notes” shall mean the Note A-2-2, Note A-2-3, Note A-2-4, Note A-2-5, Note A-2-6 and Note A-2-7
having an aggregate Initial Note Principal Balance equal to $150,000,000.


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


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


“Lead Securitization
A Notes” shall mean the BANA Lead Securitization A Note, the Column Lead Securitization A Note, the DBRI Lead Securitization
A Note and the JPMCB Lead Securitization A Note.


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


“Lead Securitization
Note Holder” shall mean, (a) prior to the Lead Securitization Date or if each Lead Securitization Note is no longer included
in the Lead Securitization Trust, the Note A-1 Holder, and (b) from and after the Lead Securitization Date, the Lead Securitization
Trust.


“Lead Securitization
Notes” shall mean the BANA Lead Securitization Notes, the Column Lead Securitization Notes, the DBRI Lead Securitization
Notes and the JPMCB Lead Securitization Notes.




    		11 	
 Co-Lender Agreement
(Grace Building)
 



    


    

“Lead Securitization
Servicing Agreement” shall have the meaning assigned to such term in the recitals of this Agreement.


“Lead Securitization
Trust” shall mean the trust established pursuant to the Lead Securitization Servicing Agreement in connection with the
Lead Securitization.


“Letter
of Credit” shall mean an irrevocable, unconditional, transferable, clean sight draft letter of credit, as the same may
be replaced, split, substituted, modified, amended, supplemented, assigned or otherwise restated from time to time (either an evergreen
letter of credit or a letter of credit which does not expire until at least two (2) Business Days after the Maturity Date of the
Mortgage Loan) in favor of the Note A Holder and entitling the Note A Holder to draw thereon, at a domestic location reasonably
acceptable to the Note A Holder, based solely on a statement purportedly executed by an officer of the Note A Holder stating that
it has the right to draw thereon, and issued by a domestic Approved Bank or the U.S. agency or branch of a foreign Approved Bank.


“Liquidation
Fee” shall mean (a) prior to the Lead Securitization Date, if the Mortgage Loan or the Property is sold or transferred
or otherwise liquidated (or a Specially Serviced Mortgage Loan is sold or liquidated or a final discounted payoff is made), a fee
payable to the Servicer from Liquidation Proceeds with respect to the Property if the Servicer receives any Liquidation Proceeds
with respect thereto, equal to 25 basis points (0.25%) multiplied by Liquidation Proceeds (net of any Servicing Fees, Special Servicing
Fees and reimbursement of any Advances or interest thereon payable therefrom and legal fees and expenses, Appraisal fees, brokerage
fees, and similar fees and expenses in connection with the maintenance and preservation of the Property) related to the Mortgage
Loan or Property; and (b) from and after the Lead Securitization Date, the meaning assigned to such term in the Lead Securitization
Servicing Agreement.


The Liquidation
Fee shall be payable to the Special Servicer upon receipt of Liquidation Proceeds; provided, however, that the parties
agree that no Liquidation Fee will be payable in connection with, or out of, Liquidation Proceeds resulting from the purchase of
the Property or all the A Notes by a Note B Holder pursuant to the provisions of this Agreement or the Lead Securitization Servicing
Agreement within ninety (90) days after a Triggering Event of Default.


“Liquidation
Proceeds” shall mean (a) prior to the Lead Securitization Date, the amount (other than insurance proceeds or amounts
required to be paid to the Borrower or other Persons pursuant to the Loan Documents or applicable law) received in connection with
the liquidation of the Property or REO Property through a trustee’s sale, foreclosure sale or otherwise or the sale or other
liquidation of the Mortgage Loan, including a final discounted payoff of the Mortgage Loan, and (b) from and after the Lead Securitization
Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


“Major
Decision” means (i) prior to the Lead Securitization Date:


(a)               
any proposed or actual foreclosure upon or comparable conversion of the ownership of properties securing the Mortgage Loan;


(b)              
any modification, consent to a modification or waiver of a monetary term (other than late payment charges or default interest
or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs but excluding
late payment charges or related Default Interest)) of the Mortgage Loan or any extension of the Maturity Date of the Mortgage Loan;


(c)               
any sale of the Mortgage Loan, an REO Property for less than the Defaulted Mortgage Loan Purchase Price;




    		12 	
 Co-Lender Agreement
(Grace Building)
 



    


    

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


(e)               
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 as required pursuant to the specific terms of the Mortgage Loan and for which there is no
material lender discretion;


(f)               
any waiver of a “due-on-sale” or “due-on-encumbrance” clause or any consent to such waiver or consent
to a transfer of the Property or interests in the 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 loan agreement;


(g)               
any property management company changes for which the lender is required to consent or approve under the Loan Documents
or franchise changes for which the lender is required to consent or approve under the Loan Documents;


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


(i)                
any acceptance of an assumption agreement releasing the Borrower from liability under the Mortgage Loan and for which there
is no lender discretion;


(j)                
any determination of an Acceptable Insurance Default;


(k)              
the determination of the Special Servicer pursuant to clause (i)(b) of the definition of “Specially Serviced
Mortgage Loan”; and


(l)                
any acceleration of the Mortgage Loan following a default or an event of default or any initiation of judicial, bankruptcy
or similar proceedings under the Loan Documents; and


(ii) from and after
the Lead Securitization Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


“Master
Servicer” shall have the meaning set forth in the recitals of this Agreement.


“Maturity
Date” shall have the meaning assigned to such term as set forth in the Loan Schedule.


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


“Monthly
Payment Date” shall mean the “Monthly Payment Date” set forth in the Loan Agreement.


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


“Mortgage
Loan” shall have the meaning assigned such term in the recitals of this Agreement.


“Property”
shall have the meaning assigned such term in the recitals of this Agreement.


“Net Note
Interest Rate” shall mean, with respect to each Note, the Note Interest Rate for such Note minus the Servicing Fee Rate.




    		13 	
 Co-Lender Agreement
(Grace Building)
 



    


    

“Non-Controlling
Holder” shall mean any Holder that is not the Controlling Holder. In the event that any Note is an asset of a Non-Lead
Securitization, the rights of the Holder of any such Note in its capacity as a Non-Controlling Holder may be exercised by the “directing
holder,” “controlling class representative” or other party designated to exercise such rights pursuant to the
terms of the related Non-Lead Securitization Servicing Agreement.


“Non-Lead
Securitization” shall mean the sale of all or a portion of any Non-Lead Securitization Note to a depositor, who will
in turn include such Note as part of the related Non-Lead Securitization of one or more other mortgage loans.


“Non-Lead
Securitization Notes” shall mean, collectively, the BANA Non-Lead Securitization Notes, the JPMCB Non-Lead Securitization
Notes, the Column Non-Lead Securitization Notes, the DBRI Non-Lead Securitization Notes and any related New Note created in accordance
with Section 40(b).


“Non-Lead
Securitization Servicing Agreement” shall mean any pooling and servicing agreement (or analogous agreement) relating
to a Note, other than the Lead Securitization Servicing Agreement.


“Nonrecoverable
Administrative Advance” means an Administrative Advance that has been determined to be “nonrecoverable” in
accordance with the terms of the applicable Servicing Agreement.


“Nonrecoverable
P&I Advance” means a P&I Advance that has been determined to be “nonrecoverable” in accordance with
the terms of the Lead Securitization Servicing Agreement or Non-Lead Securitization Servicing Agreement, as applicable.


“Nonrecoverable
Property Advance” means a Property Advance that has been determined to be “nonrecoverable” in accordance
with the terms of the applicable Servicing Agreement.


“Note A
Holder” shall mean, individually or collectively as the context may require, the Note A-1 Holders, the Note A-2 Holders,
Note A-3 Holders and Note A-4 Holders.


“Note A
Principal Balance” shall mean, as of any date of determination, the aggregate Note Principal Balance of the A Notes.


“Note A-1”
shall mean, individually or collectively as the context may require, Note A-1-1, Note A-1-2 and Note A-1-3.


“Note A-1
Holder” shall mean, individually or collectively as the context may require, the Initial Note A Holders, or any subsequent
holders of any Note A-1.


“Note A-2”
shall mean, individually or collectively as the context may require, Note A-2-1, Note A-2-2, Note A-2-3, Note A-2-4, Note A-2-5,
Note A-2-6 and Note A-2-7.


“Note A-2
Holder” shall mean, individually or collectively as the context may require, the Initial Note A Holders, or any subsequent
holders of any Note A-2.


“Note A-3”
shall mean, individually or collectively as the context may require, Note A-3-1, Note A-3-2, Note A-3-3, Note A-3-4 and Note A-3-5.


“Note A-3
Holder” shall mean, individually or collectively as the context may require, the Initial Note A Holders, or any subsequent
holders of any Note A-3.




    		14 	
 Co-Lender Agreement
(Grace Building)
 



    


    

“Note A-4”
shall mean, individually or collectively as the context may require, Note A-4-1, Note A-4-2, Note A-4-3, Note A-4-4 and Note A-4-5.


“Note A-4
Holder” shall mean, individually or collectively as the context may require, the Initial Note A Holders, or any subsequent
holders of any Note A-4.


“Note B
Holder” shall mean, individually or collectively as the context may require, the Note B-1 Holder, the Note B-2 Holder,
the Note B-3 Holder and the Note B-4 Holder.


“Note B
Holder Repurchase Notice” shall have the meaning set forth in Section 11.


“Note B
Principal Balance” shall mean, as of any date of determination, the aggregate Note Principal Balance of the B Notes.


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


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


“Note B-3
Holder” shall mean the Initial Note B-3 Holder or any subsequent holder of Note B-3.


“Note B-4
Holder” shall mean the Initial Note B-4 Holder or any subsequent holder of Note B-4.


“Note Default
Interest Rate” shall mean, with respect to each Note, the “Note Default Interest Rate” for such Note as set
forth in the Loan Schedule.


“Note Interest
Rate” shall mean, with respect to each Note, the “Note Interest Rate” for such Note as set forth in the Loan
Schedule.


“Note Principal
Balance” shall mean, with respect to each Note at any time of determination, the “Initial Note Principal Balance”
for such Note as set forth in the Loan Schedule, as previously reduced by payments of principal thereon received by the related
Holder and any reductions in such amount pursuant to Section 4(c) and Section 7.


“Notes”
shall have the meaning assigned such term in the recitals of this Agreement.


“Open Prepayment
Date” shall have the meaning set forth in the Loan Agreement.


“P&I
Advance” shall mean an advance made in respect of a delinquent monthly debt service payment on a Note included in a Securitization
by a party to such Securitization (and in accordance with the terms of the Lead Securitization Servicing Agreement or the related
Non-Lead Securitization Servicing Agreement, as the case may be).


“Penalty
Charges” shall mean any amounts actually collected on the Mortgage Loan from the Borrower that represent late payment
charges, other than a Prepayment Charge or default interest.


“Percentage
Interest” shall mean, with respect to each Note, as of any date of determination, the ratio of the Note Principal Balance
of such Note to the Loan Principal Balance.


“Permitted
Fund Manager” shall mean any Person that on the date of determination is (a) one of the entities listed on Schedule
1 annexed hereto and made a part hereof or any other nationally-recognized manager of investment funds investing in debt or
equity interests relating to commercial real estate, (b)




    		15 	
 Co-Lender Agreement
(Grace Building)
 



    


    

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


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


“Prepayment”
shall mean any payment of principal made by the Borrower with respect to the Mortgage Loan which is received in advance of its
scheduled Maturity Date, whether made by reason of a casualty or condemnation, due to the acceleration of the maturity of the Notes
or otherwise.


“Prepayment
Charge” shall mean any yield maintenance premium, prepayment premium, spread maintenance premium or similar fee required
to be paid in connection with a Prepayment of the Mortgage Loan.


“Prepayment
Charge Entitlement” shall mean, with respect to any Prepayment made with a Prepayment Charge and respect to any Note,
the product of: (a) a fraction whose numerator is the amount of such Prepayment and whose denominator is the outstanding principal
balance of such Note before giving effect to such Prepayment, times (b) the amount by which (i) the sum of the respective present
values, computed as of the date of such Prepayment, of the remaining scheduled payments of principal and interest with respect
to such Note, including the balloon payment on the commencement of the Open Prepayment Date (assuming no other prepayments or acceleration
of the Mortgage Loan), determined by discounting such payments at the Discount Rate (as defined in the Loan Agreement), exceeds
(ii) the outstanding principal balance of such Note on such date immediately prior to such Prepayment.


“Prime
Rate” shall mean the “Prime Rate” in effect from time to time (as published in the “Money Rates”
section of The Wall Street Journal or, if such section or publication no longer is available, such other publication as
determined by the Note A-1 Holder in its reasonable discretion).


“Property
Advance” 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.


“Qualified
Institutional Lender” shall mean each Initial Note A Holder, the Initial Note B-1 Holder, the Initial Note B-2 Holder,
the Initial Note B-3 Holder and the Initial Note B-4 Holder and the following:


(a)       an
entity Controlled by, or under common Control with, any one or more of the Initial Note A Holders, the Initial Note B-1 Holder,
the Initial Note B-2 Holder and the Initial Note B-3 Holder and the Initial Note B-4 Holder, or


(b)       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,
in any case, which satisfies the Eligibility Requirements, 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 investment advisor registered under the Investment Advisers Act of 1940
or an institutional




    		16 	
 Co-Lender Agreement
(Grace Building)
 



    


    

accredited investor under Regulation
D, which regularly engages in the business of making or owning investments of types similar to the Mortgage Loan or the related
Note, which satisfies the Eligibility Requirements, or


(iii)            
a Qualified Trustee in connection with (1) a securitization of, (2) the creation of collateralized loan obligations (“CLO”)
secured by or (3) a financing through an “owner trust” of, a Note or any interest therein (any of the foregoing, a
“Securitization Vehicle”), provided that (x) one or more classes of securities issued by such Securitization
Vehicle is initially rated at least investment grade by at least two of the Rating Agencies which assigned a rating to one or more
classes of securities issued in connection with a Securitization (it being understood that with respect to any Rating Agency that
assigned such a rating to the securities issued by such Securitization Vehicle, a Rating Agency Confirmation will not be required
in connection with a transfer of such Note or any interest therein to such Securitization Vehicle); (y) the special servicer of
such Securitization Vehicle has a Required Special Servicer Rating (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 (x) in the case of a Securitization Vehicle
that is a CLO, the CLO Asset Manager and, if applicable, each intervening trust vehicle that is not administered and managed by
a CLO Asset Manager which is a Qualified Institutional Lender, are each a Qualified Institutional Lender under clauses (a),
(b)(i), (b)(ii), (b)(v), (b)(vi) or (e) of this definition, or


(iv)            
an investment fund, limited liability company, limited partnership or general partnership in which a Permitted Fund Manager
acts as the general partner, managing member, or the fund manager responsible for the day to day management and operation of such
investment vehicle 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, or


(v)              
an institution substantially similar to any of the foregoing in clauses (b)(i), (ii) or (iv), which
satisfies the Eligibility Requirements;


(vi)            
a Person which is otherwise a Qualified Institutional Lender but which is acting in an agency capacity for a syndicate of
lenders where at least 51% of the lenders in such syndicate are otherwise Qualified Institutional Lenders under clauses (b)(i),
(ii), (iv) and (v) above; or


(vii)          
any entity Controlled (as defined below) by, or under common Control (as defined below) with, any of the entities described
in clause (b)(i), (ii) or (v) above.


(viii)        
any Person for which a Rating Agency Confirmation has been obtained.


For purposes of this
definition only, “Control” means the ownership, directly or indirectly, in the aggregate of more than 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
(“Controlled” has the meaning correlative thereto).


“Qualified
Servicer” shall mean (a) prior to the Lead Securitization Date, either (i) a mortgage finance institution, insurance
company, bank or mortgage servicing institution (A) organized and doing business under the laws of the United States or any state
of the United States or the District of Columbia, (B) authorized to transact business in the jurisdiction where each Property is
located, if and to the extent




    		17 	
 Co-Lender Agreement
(Grace Building)
 



    


    

required by applicable law to enable
such institution to perform its obligations under the Interim Servicing Agreement or, in the event that such institution is acting
as a sub-servicer, under the applicable sub-servicing agreement, and otherwise as contemplated hereby, and (C) (1) has a rating
of at least “CMS2” (in the case of a master servicer) and “CSS2” (in the case of a special servicer) in
the case of Fitch, (2) is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial
Mortgage Special Servicer, as applicable, in the case of S&P, (3) in the case of DBRS Morningstar, (i) such servicer is acting
as servicer in a commercial mortgage loan securitization that was rated by DBRS Morningstar within the twelve (12) month period
prior to the date of determination and (ii) DBRS Morningstar has not qualified, downgraded or withdrawn the then-current rating
or ratings of one or more classes of CMBS certificates citing servicing concerns with the servicer as the sole or material factor
in such rating action, (4) in the case of Moody’s, such servicer is acting as 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 servicer as servicer
of such commercial mortgage loans, or (5) in the case of KBRA, KBRA has not cited servicing concerns of such servicer as the sole
or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in
contemplation of a ratings downgrade or withdrawal) of securities in a CMBS transaction serviced by such servicer prior to the
time of determination, or (ii) as to which each of the Rating Agencies shall have delivered to the Trustee written confirmation
to the effect that the service by such entity as Servicer or Special Servicer, as the case may be, would not, in and of itself,
result in a downgrade, qualification or withdrawal of the then current ratings assigned to the securities issued under the Servicing
Agreement, and (b) from and after the Lead Securitization Date, the meaning assigned to such term or analogous term in the Lead
Securitization Servicing Agreement.


“Qualified
Trustee” shall mean (a) a corporation, national bank, national banking association or a trust company, organized and
doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust
powers and to accept the trust conferred, having a combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal or state authority, (b) an institution insured by the Federal Deposit Insurance Corporation or (c) an
institution whose long-term senior unsecured debt is rated any of the then in effect top two rating categories of each of the applicable
Rating Agencies.


“Rating
Agencies” shall mean DBRS Morningstar, Fitch, KBRA, Moody’s 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 designated by the Lead Securitization Note Holder; provided, however, that at
any time during which any A Note or B Note is an asset of a Securitization, “Rating Agencies” or “Rating Agency”
shall mean the rating agencies that from time to time rate (and were engaged by the applicable depositor to so rate) the securities
issued in connection with such Securitization (and at the time of determination continue to do so).


“Rating
Agency Confirmation” shall have, at any time that any A Note or B Note is an asset of a Securitization, the meaning assigned
to such term or analogous term in the Servicing Agreement.


“Realized
Losses” mean any reduction in the Loan Principal Balance that does not result in an accompanying payment of principal
to any of the Holders, which may result from, but is not limited to, one of the following circumstances: (a) the cancellation or
forgiveness of any portion of the Loan Principal Balance in connection with a bankruptcy or similar proceeding or a modification
or amendment of the Mortgage Loan granted by the Servicer pursuant to the terms of the Servicing Agreement, or (b) a reduction
in the Loan Interest Rate or the Note Interest Rate for any Note in connection with a bankruptcy or similar proceeding involving
the Borrower or a modification or amendment of the Mortgage Loan agreed to by the




    		18 	
 Co-Lender Agreement
(Grace Building)
 



    


    

Servicer in accordance with the terms
of the Servicing Agreement that, as a result of the application of Section 7, results in the application of principal to
pay interest to one or more Holders (each such Realized Loss described in this clause (b) shall be deemed to have been incurred
on the Monthly Payment Date for each affected monthly payment).


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


“REMIC”
shall have the meaning assigned to such term in Section 4(h).


“REMIC
Provisions” shall mean the provisions of the federal income tax law relating to real estate mortgage investment conduits,
which appear at Section 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations (including
any applicable proposed regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


“Remittance
Date” shall mean (a) with respect to each Lead Securitization Note, and each Non-Lead Securitization Notes prior to the
related Non-Lead Securitization, the “Servicer Remittance Date” (or analogous term) as defined in the Lead Securitization
Servicing Agreement; and (b) with respect to each Non-Lead Securitization Notes from and after its Non-Lead Securitization, if
any, the earlier of (i) the “Servicer Remittance Date” (or analogous term) as defined in the Lead Securitization Servicing
Agreement or (ii) the first Business Day after the “determination date,” as such term or a similar term is defined
in the related Non-Lead Securitization Servicing Agreement (as long as such date is at least two (2) Business Days after receipt
of properly identified funds).


“REO Proceeds”
shall mean, with respect to any REO Property, all revenues received by the applicable Servicer with respect to such REO Property
or the Mortgage Loan, which do not constitute Liquidation Proceeds. From and after the Lead Securitization Date, “REO Proceeds”
shall have the meaning assigned to such term or any analogous term in the Lead Securitization Servicing Agreement.


“REO Property”
shall mean any Property title to which has been acquired by the Servicer on behalf of the Holders through foreclosure, deed-in-lieu
of foreclosure or otherwise. From and after the Lead Securitization Date, “REO Property” shall have the meaning assigned
to such term or any analogous term in the Lead Securitization Servicing Agreement.


“Repurchase
Date” shall have the meaning assigned such term in Section 11.


“Repurchase
Option Notice” shall have the meaning assigned such term in Section 11.


“Required
Special Servicer Rating” shall mean with respect to a special servicer (a) in the case of Fitch, a rating of at least
“CSS3”, (b) 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, (c) 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, (d) in the case of KBRA, KBRA has not cited servicing concerns of such special
servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a ratings




    		19 	
 Co-Lender Agreement
(Grace Building)
 



    


    

downgrade or withdrawal) of securities
in a transaction serviced by such special servicer prior to the time of determination, and (e) in the case of DBRS Morningstar,
(i) such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by a Rating
Agency within the twelve (12) month period prior to the date of determination and (ii) DBRS Morningstar has not qualified, downgraded
or withdrawn the then-current rating or ratings of one or more classes of CMBS certificates citing servicing concerns with the
special servicer as the sole or material factor in such rating action. The requirement of any rating agency that is not a Rating
Agency shall be disregarded.


“Reserve
Collateral” shall have the meaning assigned such term in Section 21(j).


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


“Securitization”
shall mean the Lead Securitization and any Non-Lead Securitization, as the context may require.


“Securitization
Trust” shall mean the Lead Securitization Trust or any trust formed in connection with the Securitization of any Non-Lead
Securitization Notes, as the context may require.


“Servicer”
shall mean (a) prior to the Lead Securitization Date, the Interim Servicer, and (b) from and after the Lead Securitization Date,
the Master Servicer or the Special Servicer, as the context may require.


“Servicing
Agreement” shall mean (a) prior to the Lead Securitization Date, the Interim Servicing Agreement, and (b) from and after
the Lead Securitization Date, the Lead Securitization Servicing Agreement.


“Servicing
Fee” shall have the meaning assigned to such term in Section 4.


“Servicing
Fee Rate” shall mean the sum of: (a) 0.25 basis points (0.00250%) per annum (which consists solely of the primary
servicing fee rate with respect to the Lead Securitization Notes and the Non-Lead Securitization Notes) and (b)(i) with respect
to the Lead Securitization Notes, 0.25 basis points (0.00250%) per annum (which consists of the master servicing fee rate
with respect to the Lead Securitization Notes) and (ii) with respect to the Non-Lead Securitization Notes, a rate per annum
payable to the applicable master servicer of the related Non-Lead Securitization.


“Special
Servicer” shall have the meaning set forth in the recitals of this Agreement.


“Special
Servicer Termination Event” shall have the meaning assigned to such term in the Servicing Agreement.


“Special
Servicing Fee” shall have the meaning assigned to such term in Section 4.


“Special
Servicing Fee Rate” shall mean an amount (a) prior to the Lead Securitization Date, so long as the Mortgage Loan is a
Specially Serviced Mortgage Loan, an amount equal to the product of (i) 15 basis points (0.150%) per annum and (ii) the
Loan Principal Balance; and (b) from and after the Lead Securitization Date, the meaning assigned to such term or analogous term
in the Lead Securitization Servicing Agreement.


“Specially
Serviced Mortgage Loan” shall mean the Mortgage Loan if: (i) prior to the Lead Securitization Date, any of the following
occurs: (a) the Borrower fails to make a monthly debt service




    		20 	
 Co-Lender Agreement
(Grace Building)
 



    


    

payment for a period of sixty (60) days
after its Monthly Payment Date; (b) in the reasonable business judgment of the Servicer (with the consent of the applicable Controlling
Holder), exercised in accordance with Accepted Servicing Practices, there is an imminent risk of an Event of Default consisting
of a failure to make a monthly debt service payment which Event of Default is likely to remain unremedied for a period of sixty
(60) days or more; (c) the Servicer has received notice or has actual knowledge that the Borrower has become the subject of any
bankruptcy, insolvency or similar proceeding, admitted in writing its inability to pay its debts as they come due or made an assignment
for the benefit of creditors; (d) the Servicer has received notice of a foreclosure or threatened foreclosure of any lien upon
the Property; (e) except with respect to matters already addressed in clause (a) of this definition, the Servicer has received
notice or has actual knowledge that the Borrower is in default beyond any applicable notice and/or grace periods in the performance
or observance of any of its obligations under the related Loan Documents the failure of which to cure, in the reasonable business
judgment of the Servicer, exercised in accordance with Accepted Servicing Practices, materially and adversely affects the interests
of the Holders; or (f) a failure on the part of the Borrower to make the Balloon Payment as and when the same becomes due and payable.
The period during which the Mortgage Loan is specially serviced shall end and the Mortgage Loan shall be a “Corrected
Mortgage Loan”: (1) with respect to the circumstances described in clause (a) above, when the Borrower has paid in full
all payments due under the Mortgage Loan and has made three consecutive full and timely monthly debt service payments under the
terms of the Mortgage Loan or, if the Mortgage Loan is “worked out”, when the Borrower has made three consecutive full
and timely monthly debt service payments under the terms of the Mortgage Loan as modified in connection with such workout; (2)
with respect to the circumstances described in clauses (b), (c) and (d) above, when such circumstances cease to exist in the good
faith judgment of the Servicer, or in the case of clause (b) above the related Event of Default does not occur within sixty (60)
days from the date of such determination; (3) with respect to the circumstances described in clause (e) above, when the Borrower
has cured such default; or (4) with respect to the circumstances described in clause (f) above, when the Borrower has paid in full
all payments due under the Mortgage Loan or, if the Mortgage Loan is “worked out,” when the Borrower has made three
consecutive full and timely monthly debt service payments under the terms of the Mortgage Loan as modified in connection with such
workout; provided, in any case, that at that time no other circumstance identified in clauses (a) through (f) above exists
that would cause the Mortgage Loan to continue to be characterized as a Specially Serviced Mortgage Loan; and (ii) from and after
the Lead Securitization Date, the meaning given to such term or analogous term in the Lead Securitization Servicing Agreement.


“Transfer”
shall have the meaning assigned such term in Section 18.


“Triggering
Event of Default” shall mean (a) any Event of Default with respect to an obligation of the Borrower to pay money due
under the Mortgage Loan or (b) any non-monetary Event of Default as to which the Mortgage Loan becomes a Specially Serviced Mortgage
Loan (which, for clarification, shall not include any imminent Event of Default (i.e., clause (i)(b) of the definition of
Specially Serviced Mortgage Loan)). A Triggering Event of Default shall not exist to the extent a Note B Holder is exercising its
cure rights in accordance with Section 11(b) or prior to the expiration of any cure period granted pursuant to Section
11(b).


“Trust
Fund Expenses” shall mean with respect to the Mortgage Loan, any unanticipated expenses and certain other default related
expenses incurred by any Securitization Trust (including, without limitation, all Property Advances (together with interest thereon
at the Advance Rate), all Administrative Advances (together with interest thereon at the Advance Rate) and all P&I Advances
(together with interest thereon at the rates specified in the Lead Securitization Servicing Agreement and the Non-Lead Securitization
Servicing Agreement applicable to each Note) and all additional trust fund expenses, to the extent not reimbursed by the Borrower
or deemed to be a Nonrecoverable Property Advance) and all other amounts (such as indemnification payments) permitted to be retained,
reimbursed or withdrawn by (or remitted to) the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or any




    		21 	
 Co-Lender Agreement
(Grace Building)
 



    


    

operating advisor, as applicable, from
the Collection Account or the Distribution Account pursuant to the Lead Securitization Servicing Agreement or permitted to be reimbursed
to any of the parties to a Non-Lead Securitization Servicing Agreement pursuant to the terms thereof. Any fees, costs or expenses
relating to any other mortgage loan included in a Securitization Trust with the related Non-Lead Securitization Notes shall not
be considered Trust Fund Expenses.


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


“Updated
Appraisal” shall mean an Appraisal of the Property or related REO Property, as the case may be, conducted subsequent
to any Appraisal performed on or prior to the date of this Agreement by an Appraiser, selected by the applicable Servicer, in accordance
with MAI standards, the costs of which shall be paid as a Property Advance by the Lead Securitization Note Holder or applicable
Servicer.


“Workout
Fee” shall mean (a) prior to the Lead Securitization Date, a fee equal to 25 basis points (0.250%) of each collection
of interest and principal (including scheduled payments, prepayments, Balloon Payments and payments at maturity) received on a
Corrected Mortgage Loan, and (b) from and after the Lead Securitization Date, the meaning assigned to such term in the Lead Securitization
Servicing Agreement.


The Workout Fee
shall be payable out of each collection of interest and principal (including scheduled payments, prepayments, Balloon Payments
and payments at maturity) received on the Mortgage Loan for so long as the Mortgage Loan does not subsequently become a Specially
Serviced Mortgage Loan. The Workout Fee with respect to the Mortgage Loan shall cease to be payable if the Mortgage Loan subsequently
becomes a Specially Serviced Mortgage Loan or if the Property becomes an REO Property; provided that, if the Mortgage Loan
thereafter ceases to be a Specially Serviced Mortgage Loan, a new Workout Fee shall become payable to the applicable Servicer that
had responsibility for servicing the Mortgage Loan at such time.


2.                 
Subordination of B Notes. Each B Note and the right of each Note B Holder to receive payments with respect to its
respective B Note shall, subject to the provisions of this Agreement, at all times be junior, subject and subordinate to each A
Note and the rights of each Note A Holder to receive payments with respect to its respective A Note.


3.                 
Intentionally Omitted.


4.                 
Administration of the Mortgage Loan. (a) From and after the date hereof and prior to the Lead Securitization Date,
the Interim Servicer shall administer and service the Mortgage Loan consistent with the terms of this Agreement, the Interim Servicing
Agreement, the Loan Documents, Accepted Servicing Practices and applicable law.


(b)              
From and after the Lead Securitization Date, the administration and servicing of the Mortgage Loan shall be governed by
this Agreement and the Lead Securitization Servicing Agreement, provided that:


(i)                
except as expressly provided for in this Agreement, the rights and remedies of any Note B Holder under the Lead Securitization
Servicing Agreement shall not be materially impaired compared to the rights and remedies of such Note B Holder set forth herein
(and the obligations of any Note B Holder under the Lead Securitization Servicing Agreement shall not be materially increased compared
to the obligations of such Note B Holder set forth herein),




    		22 	
 Co-Lender Agreement
(Grace Building)
 



    


    

(ii)              
 the provisions of the Lead Securitization Servicing Agreement may differ from this Agreement to the extent requested by
the Rating Agencies, the subordinate bond buyers or any of the other parties thereto and necessary in order that each Initial Holder
and its Affiliates obtain accounting “sale” treatment for its respective Note under FAS 140, provided that, in all
cases, any such differences between this Agreement and the Lead Securitization Servicing Agreement shall not have a material adverse
effect on any of the rights, remedies or protections granted to the Holders under this Agreement (without giving effect to any
provision of this Agreement which states that a term shall have “the meaning assigned to such term in the Servicing Agreement,”
or be “subject to the Servicing Agreement” or similar phrases),


(iii)            
from and after the Lead Securitization Date, such Lead Securitization Servicing Agreement shall not be modified in any manner
materially adverse to a Holder without the prior written consent of such Holder, and


(iv)            
the Lead Securitization Servicing Agreement shall contain terms and conditions as are set forth in Section 40(c)
of this Agreement and such additional provisions that are customary for securitization transactions involving assets similar to
the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Securitization Trust, (B)
required by law or changes in any law, rule or regulation or (C) generally required by the Rating Agencies in connection with the
issuance of ratings in securitizations similar to the Lead Securitization.


(c)               
The Servicer shall distribute (or cause to be distributed) to the Holders all payments due to the Holders in accordance
with Section 5 and Section 6 hereof; provided, however, prior to calculating any amount of interest
or principal due on such date to the Holders, the Servicer shall reduce the Note Principal Balances of the B Notes pro rata
(based on their respective outstanding Note Principal Balances) (in each case, not below zero) by any Realized Loss with respect
to the Mortgage Loan, and after the Note Principal Balance of each B Note has been reduced to zero, the Servicer shall reduce the
Note Principal Balances of the A Notes pro rata (based on their respective outstanding Note Principal Balances) (in each
case, not below zero) by any Realized Loss with respect to the Mortgage Loan.


(d)              
In consideration for servicing the Mortgage Loan (inclusive of each Note) a servicing fee shall accrue at a rate not to
exceed the applicable Servicing Fee Rate on the sum of the outstanding Note A Principal Balance of the Lead Securitization A Notes
and the Non-Lead Securitization Notes, and the outstanding Note B Principal Balance, as applicable (the “Servicing Fee”).
The Servicing Fee shall be paid on the same interest accrual basis and for the same period of time for which interest is paid on
the Mortgage Loan, and shall be paid in accordance with the priorities set forth in Section 5 and Section 6.


(e)               
In consideration for special servicing the Mortgage Loan (inclusive of each Note) a special servicing fee shall accrue at
a rate not to exceed the Special Servicing Fee Rate on the sum of the outstanding Note A Principal Balance and the outstanding
Note B Principal Balance (the “Special Servicing Fee”). The Special Servicing Fee shall be payable to the Special
Servicer if the Mortgage Loan shall become a Specially Serviced Mortgage Loan, for so long as the Mortgage Loan remains a Specially
Serviced Mortgage Loan. Subject to any liquidation set forth in the Lead Securitization Servicing Agreement, the Liquidation Fee
shall be payable to the Special Servicer upon receipt of Liquidation Proceeds. For any period during which the provisions of Section
6 apply, any Workout Fees or Liquidation Fees shall be paid from funds available for distribution prior to the distribution
of funds to the Holders in accordance with Section 6 (it being agreed that a Workout Fee and a Liquidation Fee shall not
be payable with respect to the same payment or with respect to the same period of time, or otherwise simultaneously or duplicatively).
The Holders acknowledge that pursuant to the Servicing Agreement, the Servicers may be entitled to receive Additional Servicing
Compensation. To the extent any such Additional Servicing Compensation is




    		23 	
 Co-Lender Agreement
(Grace Building)
 



    


    

actually received by a Servicer in accordance
with the Servicing Agreement, such Servicer shall be entitled to retain the same. In no event, however, shall any amounts relating
to Additional Servicing Compensation that are not otherwise actually received by a Servicer (or its subservicer) be deducted from
any distributions to any Holder pursuant to Section 5 or Section 6, as applicable.


(f)               
Notwithstanding anything to the contrary contained herein, if each of the Lead Securitization Notes ceases to be an asset
of the Lead Securitization Trust, the provisions of this Agreement shall apply in their entirety, and each Holder hereby agrees
that the Mortgage Loan shall be serviced pursuant to this Agreement. In such event, all references herein to the “Servicing
Agreement” and to “from and after the Lead Securitization Date” and any ancillary provisions relating thereto
shall be deemed to be inoperative and of no further force and effect; provided, the actual servicing of the Mortgage Loan
under this Agreement shall be performed by a successor Master Servicer appointed by the Lead Securitization Note Holder and a successor
Special Servicer shall be appointed by the Controlling Holder, both of which replacement Servicers shall be Qualified Servicers
and shall be reasonably acceptable to each of the Holders; provided, further, that until a replacement servicing
agreement, if necessary, has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced
pursuant to the provisions of the Lead Securitization Servicing Agreement, as if such agreement were still in full force and effect
with respect to the Mortgage Loan, by the 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;
provided, however, that such servicer shall have no obligation to make P&I Advances or Administrative Advances.
Any such entity acting as a successor Master Servicer or successor Special Servicer of the Mortgage Loan pursuant to the proviso
of the preceding sentence will be required to perform such servicing in accordance with Accepted Servicing Practices and the provisions
of this Agreement.


(g)               
Notwithstanding anything to the contrary contained herein, in accordance with this Agreement and the Lead Securitization
Servicing Agreement, the Lead Securitization Servicing Agreement shall provide that the Servicers are required to service and administer
the Mortgage Loan in accordance with Accepted Servicing Practices.


(h)              
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 Internal Revenue Code of 1986, as amended (the “Code”) (notice of which
shall be given by the related Holder to the other Holders within three (3) Business Days of the “startup day”, within
the meaning of Section 860(G)(a)(9) of the Code, of the related REMIC), then, any provision of this Agreement to the contrary notwithstanding:
(i) the Mortgage Loan shall be administered such that each Note qualifies at all times as (or as interests in) a “qualified
mortgage” within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired
by or on behalf of the Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed-in-lieu of foreclosure
of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interests of
the Holders therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
the Code and (iii) the related Holder may not modify, waive or amend any provision of the Mortgage Loan, consent to or withhold
consent from any action of the Borrower, or exercise or refrain from exercising any powers or rights which the related Holder may
have under the 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 Stated Department of the Treasury, more than three (3)
months after the earliest startup day of any REMIC which includes the related Note (or any portion of such Note). The Holders agree
that the provisions of this Section 4(h) shall be effected by compliance by the related Holder or its assignee with this
Agreement or the Servicing Agreement or any other agreement which governs the administration of the Mortgage Loan or such Holder’s
interest therein. All costs and expenses of compliance with this Section 4(h), to the extent that such costs and expenses
relate to administration of a REMIC or to any determination respecting the




    		24 	
 Co-Lender Agreement
(Grace Building)
 



    


    

amount, payment or avoidance of any
tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, shall be borne by the Holders.


5.                 
Payments Prior to a Triggering Event of Default. If no Triggering Event of Default shall have occurred, or if a Triggering
Event of Default has occurred but is no longer then continuing, then all amounts tendered by the Borrower or otherwise available
for payment on the Mortgage Loan (including, without limitation, payments received in connection with any guaranty or indemnity
agreement), whether received in the form of monthly debt service payments, Prepayments, Balloon Payments, Liquidation Proceeds
(other than any repurchase price), Penalty Charges, Cure Payments, proceeds under title, hazard or other insurance policies or
awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain (other than any
amounts for required reserves or escrows required by the Loan Documents and proceeds, awards or settlements to be applied to the
restoration or repair of the Property or released to the Borrower in accordance with Accepted Servicing Practices or the Loan Documents)
shall be distributed by the Servicer and applied in the following order of priority (net of amounts payable or reimbursable to
the Master Servicer or Special Servicer in accordance with the Lead Securitization Servicing Agreement) (and payments shall be
made at such times as are set forth herein):


(i)                
first, (A) initially, to the Holders of the Lead Securitization Notes (or the Master Servicer or the Trustee
of the Lead Securitization) and, if applicable, to the Non-Lead Securitization Notes (or the master servicers of the related Non-Lead
Securitizations) on a pro rata and pari passu basis (based on their respective outstanding Note Principal Balances),
up to the amount of any Nonrecoverable Property Advances (or in the case of a master servicer of any Non-Lead Securitization, if
applicable, its pro rata share of any Nonrecoverable Property Advances previously reimbursed to the Master Servicer or the
Trustee from general collections of the related Non-Lead Securitization) that remain unreimbursed (together with interest thereon
at the applicable Advance Rate), (B) then, to the Note A Holders (or the Master Servicer or the Trustee and, if applicable,
the master servicers of the related Non-Lead Securitizations), on a pro rata and pari passu basis (based on their
respective outstanding Note Principal Balances), up to the amount of any Nonrecoverable P&I Advances, as applicable, that remain
unreimbursed (together with interest thereon at the applicable Advance Rate or analogous advance rate under such Non-Lead Securitization),
(C) then, to the Note B Holders (or the Master Servicer or the Trustee) on a pro rata and pari passu basis (based
on their respective outstanding Note Principal Balances), up to the amount of any Nonrecoverable P&I Advances that remain unreimbursed
(together with interest thereon at the applicable Advance Rate) and (D) finally, to the Lead Securitization Note Holders
(or the Master Servicer or the Trustee of the Lead Securitization), on a pro rata and pari passu basis (based on
the outstanding Note Principal Balances of the Lead Securitization Notes), up to the amount of any Nonrecoverable Administrative
Advances that remain unreimbursed (together with interest thereon at the applicable Advance Rate);


(ii)              
second, to the Holders of the Lead Securitization Notes (or any Servicer or Trustee (if any), as applicable), on
a pro rata and pari passu basis (based on the unreimbursed amount of costs paid or payable), up to the amount of
any unreimbursed Costs paid or any Costs currently payable or paid or advanced by such Holders (or any Servicer or the Trustee
(if any), as applicable), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement, including, without
limitation, unreimbursed Property Advances and Administrative Advances and interest thereon at the applicable Advance Rate, to
the extent such Costs, Property Advances and Administrative Advances and interest thereon are then payable or reimbursable hereunder,
or, after the Lead Securitization Date, under the Lead Securitization Servicing Agreement;


(iii)            
third, (A) initially, to each Note A Holder and each Note B Holder (or the Master Servicer), the applicable
accrued and unpaid Servicing Fee on the related A Note or related B Note




    		25 	
 Co-Lender Agreement
(Grace Building)
 



    


    

(without duplication of any portion
of the Servicing Fee paid by the Borrower), as the case may be, and (B) then, to each Note A Holder and each Note B Holder
(or the Special Servicer), any Special Servicing Fees, Workout Fees and Liquidation Fees earned by it with respect to the Mortgage
Loan under this Agreement or the Servicing Agreement;


(iv)            
fourth, pari passu to each Note A Holder, up to an amount equal to the accrued and unpaid interest on the
Note Principal Balance of its A Note at its Net Note Interest Rate, with the aggregate amount so payable to be allocated between
the Note A Holders on a pro rata basis according to the amount of accrued and unpaid interest due to each such Note A Holder;


(v)              
fifth, pari passu, in respect of principal, to the Note A Holders all payments and prepayments of amounts
allocable to the reduction of the principal balance of the Mortgage Loan in accordance with the Loan Agreement until the Note Principal
Balances of the A Notes have been reduced to zero, with the aggregate amount so payable to be allocated between the Note A Holders
on a pro rata basis (based on their respective outstanding Note Principal Balances);


(vi)            
sixth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Property exceed the
amounts required to be applied in accordance with the foregoing clauses (i)-(v), pari passu to each Note A Holder, an amount
equal to the aggregate of unreimbursed Realized Losses previously allocated to such Note A Holder in accordance with the terms
of Section 4(c) or Section 7(a), plus interest thereon at the related Net Note Interest Rate compounded monthly from
the date the related Realized Loss was so allocated to such Note A Holder, with the aggregate amount so payable to be allocated
between the Note A Holders on a pro rata basis according to the amount of Realized Losses previously allocated to each such
Note A Holder;


(vii)          
seventh, to the Note B Holders, if any, whose B Notes are not included in the Lead Securitization (or any Servicer
or Trustee (if any), as applicable), on a pro rata and pari passu basis (based on the unreimbursed amount of costs
paid or payable), up to the amount of any unreimbursed Costs paid or any Costs currently payable or paid or advanced by such Note
B Holders (or any Servicer or the Trustee (if any), as applicable), with respect to the Mortgage Loan pursuant to this Agreement
or the Servicing Agreement, including, without limitation, unreimbursed Property Advances and Administrative Advances and interest
thereon at the applicable Advance Rate, to the extent such Costs, Property Advances and Administrative Advances and interest thereon
are then payable or reimbursable hereunder, or, after the Lead Securitization Date, under the Lead Securitization Servicing Agreement,
and any Cure Payment made by such Note B Holders pursuant to Section 11(b) hereof;


(viii)        
eighth, pari passu, to each Note B Holder, up to an amount equal to the accrued and unpaid interest on the
Note Principal Balance of its B Note at its Net Note Interest Rate, with the aggregate amount so payable to be allocated between
the Note B Holders on a pro rata basis according to the amount of accrued and unpaid interest due to each such Note B Holder;


(ix)            
ninth, pari passu, in respect of principal, to the Note B Holders all payments and prepayments of amounts
allocable to the reduction of the principal balance of the Mortgage Loan in accordance with the Loan Agreement until the Note Principal
Balances of the B Notes have been reduced to zero, with the aggregate amount so payable to be allocated between the Note B Holders
on a pro rata basis (based on their respective outstanding Note Principal Balances);


(x)              
tenth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Property exceed the
amounts required to be applied in accordance with the foregoing clauses (i)-(ix), pari passu, to each Note B Holder, an
amount equal to the aggregate of




    		26 	
 Co-Lender Agreement
(Grace Building)
 



    


    

unreimbursed Realized Losses previously
allocated to such Note B Holder in accordance with the terms of Section 4(c) or Section 7(a), plus interest thereon
at the related Net Note Interest Rate compounded monthly from the date the related Realized Loss was so allocated to such Note
B Holder, with the aggregate amount so payable to be allocated between the Note B Holders on a pro rata basis according
to the amount of Realized Losses previously allocated to each such Note B Holder;


(xi)            
eleventh, pro rata and pari passu, to each Note A Holder any Prepayment Charge, to the extent actually
paid by the Borrower and allocable to any prepayment of the related A Note under the Loan Documents pro rata based on the
Prepayment Charge Entitlement of such A Note, with the aggregate amount so payable to be allocated between the Note A Holders according
to the respective amounts due to them under this clause;


(xii)          
twelfth, pro rata and pari passu, to each Note B Holder any Prepayment Charge, to the extent actually
paid by the Borrower and allocable to any prepayment of the related B Note under the Loan Documents pro rata based on the
Prepayment Charge Entitlement of such B Note, with the aggregate amount so payable to be allocated between the Note B Holders according
to the respective amounts due to them under this clause;


(xiii)        
thirteenth, any interest accrued at the Note Default Interest Rate on the Loan Principal Balance to the extent such
default interest amount is (A) actually paid by the Borrower, (B) in excess of interest accrued on the Loan Principal Balance at
the Loan Interest Rate and (C) not required to be paid to the Master Servicer, the Trustee or the Special Servicer, or the master
servicer or trustee under a Non-Lead Securitization Servicing Agreement, as provided in Section 9(d), pari passu,
to each Note A Holder and each Note B Holder in an amount calculated on the Note Principal Balance of the related Note at the excess
of (x) the Note Default Interest Rate for such Note over (y) the Note Interest Rate for such Note, with the aggregate amount so
payable to be allocated between the Holders on a pro rata basis according to the respective amounts due to them under this
clause;


(xiv)        
fourteenth, pro rata and pari passu (in the case of Penalty Charges, only to the extent not required
to be paid to the Master Servicer, the Trustee or the Special Servicer as provided in Section 9(d) or in the Lead Securitization
Servicing Agreement as contemplated by Section 9(e) or the master servicer or trustee under a Non-Lead Securitization Servicing
Agreement as provided in Section 9(d) and/or in a Non-Lead Securitization Servicing Agreement as contemplated by Section
9(e)), to each Note A Holder and each Note B Holder (or any Servicer or Trustee (if any), as applicable, on its behalf) its
Percentage Interest of any assumption fees and Penalty Charges, in each case to the extent actually paid by the Borrower;


(xv)          
fifteenth, any excess amount not otherwise applied pursuant to the foregoing clauses (i) through (xiv)
of this Section 5, to the Holders pro rata and pari passu in accordance with their respective initial Percentage
Interests set forth in the Loan Schedule.


If any Note (or portion
thereof) has been defeased, the foregoing provisions of this Section 5 will apply only to the non-defeased Notes (or portions
thereof). Any Note (or portion thereof) that has been defeased will be repaid solely from the proceeds of the related defeasance
collateral.


To the extent that
the Borrower pays any Servicing Fees pursuant to the Loan Agreement or any modification or amendment thereof, such fees shall be
applied to the payment of the Servicing Fee or the Special Servicing Fee, Workout Fee and Liquidation Fee, as applicable, pursuant
to clause (iii) above, and the amounts paid on account of interest to the Holders under clauses (iv) and (viii)
above for the




    		27 	
 Co-Lender Agreement
(Grace Building)
 



    


    

applicable Remittance Date shall be
adjusted accordingly. Notwithstanding clause (xiv) above, to the extent that the Borrower actually pays any assumption fees,
such assumption fees otherwise allocable to the Holders instead shall be payable as Additional Servicing Compensation as provided
in the Lead Securitization Servicing Agreement.


6.                 
Payments Following a Triggering Event of Default.


(a)               
After the occurrence of a Triggering Event of Default and for so long as such Triggering Event of Default is continuing,
all amounts tendered by the Borrower or otherwise available for payment of the Mortgage Loan (including, without limitation, payments
received in connection with any guaranty or indemnity agreement), whether received in the form of monthly debt service payments,
Prepayments, Balloon Payments, Liquidation Proceeds (other than any repurchase price), Penalty Charges, Cure Payments, proceeds
under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise
of the power of eminent domain (other than any amounts for required reserves or escrows required by the Loan Documents and proceeds,
awards or settlements to be applied to the restoration or repair of the Property or released to the Borrower in accordance with
Accepted Servicing Practices or the Loan Documents) shall be applied in the following order of priority (net of amounts payable
or reimbursable to the Master Servicer or Special Servicer in accordance with the Lead Securitization Servicing Agreement) (and
payments shall be made at such times as are set forth herein):


(i)                
first, (A) initially, to the Holders of the Lead Securitization Notes (or the Master Servicer or the Trustee
of the Lead Securitization) and, if applicable, to the Non-Lead Securitization Notes (or the master servicers of the related Non-Lead
Securitizations) on a pro rata and pari passu basis (based on their respective outstanding Note Principal Balances),
up to the amount of any Nonrecoverable Property Advances (or in the case of a master servicer of any Non-Lead Securitization, if
applicable, its pro rata share of any Nonrecoverable Property Advances previously reimbursed to the Master Servicer or the
Trustee from general collections of the related Non-Lead Securitization) that remain unreimbursed (together with interest thereon
at the applicable Advance Rate), (B) then, to the Note A Holders (or the Master Servicer or the Trustee and, if applicable,
the master servicers of the related Non-Lead Securitizations), on a pro rata and pari passu basis (based on their
respective outstanding Note Principal Balances), up to the amount of any Nonrecoverable P&I Advances, as applicable, that remain
unreimbursed (together with interest thereon at the applicable Advance Rate or analogous advance rate under such Non-Lead Securitization),
(C) then, to the Note B Holders (or the Master Servicer or the Trustee) on a pro rata and pari passu basis (based
on their respective outstanding Note Principal Balances), up to the amount of any Nonrecoverable P&I Advances that remain unreimbursed
(together with interest thereon at the applicable Advance Rate) and (D) finally, to the Lead Securitization Note Holders
(or the Master Servicer or the Trustee of the Lead Securitization), on a pro rata and pari passu basis (based on
the outstanding Note Principal Balances of the Lead Securitization Notes), up to the amount of any Nonrecoverable Administrative
Advances that remain unreimbursed (together with interest thereon at the applicable Advance Rate);


(ii)              
second, to the Holders of the Lead Securitization Notes (or any Servicer or Trustee (if any), as applicable), on
a pro rata and pari passu basis (based on the unreimbursed amount of costs paid or payable), up to the amount of
any unreimbursed Costs paid or any Costs currently payable or paid or advanced by such Holders (or any Servicer or the Trustee
(if any), as applicable), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement, including, without
limitation, unreimbursed Property Advances and Administrative Advances and interest thereon at the applicable Advance Rate, to
the extent such Costs, Property Advances and




    		28 	
 Co-Lender Agreement
(Grace Building)
 



    


    

Administrative Advances and interest
thereon are then payable or reimbursable hereunder, or, after the Lead Securitization Date, under the Lead Securitization Servicing
Agreement;


(iii)            
third, (A) initially, to each Note A Holder and each Note B Holder (or the Master Servicer), the applicable
accrued and unpaid Servicing Fee on the related A Note or related B Note (without duplication of any portion of the Servicing Fee
paid by the Borrower), as the case may be, and (B) then, to each Note A Holder and each Note B Holder (or the Special Servicer),
any Special Servicing Fees, Workout Fees and Liquidation Fees earned by it with respect to the Mortgage Loan under this Agreement
or the Servicing Agreement;


(iv)            
fourth, pari passu to each Note A Holder, up to an amount equal to the accrued and unpaid interest on the
Note Principal Balance of its A Note at its Net Note Interest Rate, with the aggregate amount so payable to be allocated between
the Note A Holders on a pro rata basis according to the amount of accrued and unpaid interest due to each such Note A Holder;


(v)              
fifth, pari passu to each Note B Holder, up to an amount equal to the accrued and unpaid interest on the Note
Principal Balance of its B Note at its Net Note Interest Rate, with the aggregate amount so payable to be allocated between the
Note B Holders on a pro rata basis according to the amount of accrued and unpaid interest due to each such Note B Holder;


(vi)            
sixth, pari passu, in respect of principal, to the Note A Holders, all remaining funds until the Note Principal Balances
of the A Notes have been reduced to zero, with the aggregate amount so payable to be allocated between the Note A Holders on a
pro rata basis (based on their respective outstanding Note Principal Balances);


(vii)          
seventh, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Property exceed the
amounts required to be applied in accordance with the foregoing clauses (i)-(vi), pari passu to each Note A Holder, an amount
equal to the aggregate of unreimbursed Realized Losses previously allocated to such Note A Holder in accordance with the terms
of Section 4(c) or Section 7(a), plus interest thereon at the related Net Note Interest Rate compounded monthly from
the date the related Realized Loss was so allocated to such Note A Holder, with the aggregate amount so payable to be allocated
between the Note A Holders on a pro rata basis according to the amount of Realized Losses previously allocated to each such
Note A Holder;


(viii)        
eighth, to the Note B Holders, if any, whose B Notes are not included in the Lead Securitization (or any Servicer
or Trustee (if any), as applicable), on a pro rata and pari passu basis (based on the unreimbursed amount of costs
paid or payable), up to the amount of any unreimbursed Costs paid or any Costs currently payable or paid or advanced by such Note
B Holders (or any Servicer or the Trustee (if any), as applicable), with respect to the Mortgage Loan pursuant to this Agreement
or the Servicing Agreement, including, without limitation, unreimbursed Property Advances and Administrative Advances and interest
thereon at the applicable Advance Rate, to the extent such Costs, Property Advances and Administrative Advances and interest thereon
are then payable or reimbursable hereunder, or, after the Lead Securitization Date, under the Lead Securitization Servicing Agreement,
and any Cure Payment made by such Note B Holders pursuant to Section 11(b) hereof;


(ix)            
ninth, pari passu, in respect of principal, to the Note B Holders, all remaining funds until the Note Principal
Balances of the B Notes have been reduced to zero, with the aggregate amount so payable to be allocated between the Note B Holders
on a pro rata basis (based on their respective outstanding Note Principal Balances);




    		29 	
 Co-Lender Agreement
(Grace Building)
 



    


    

(x)              
 tenth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Property exceed the
amounts required to be applied in accordance with the foregoing clauses (i)-(ix), pari passu, to each Note B Holder, an
amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Note B Holder in accordance with the
terms of Section 4(c) or Section 7(a), plus interest thereon at the related Net Note Interest Rate compounded monthly
from the date the related Realized Loss was so allocated to such Note B Holder, with the aggregate amount so payable to be allocated
between the Note B Holders on a pro rata basis according to the amount of Realized Losses previously allocated to each such Note
B Holder;


(xi)            
eleventh, pro rata and pari passu, to each Note A Holder any Prepayment Charge, to the extent actually
paid by the Borrower and allocable to any prepayment of the related A Note under the Loan Documents pro rata based on the
Prepayment Charge Entitlement of such A Note, with the aggregate amount so payable to be allocated between the Note A Holders according
to the respective amounts due to them under this clause;


(xii)          
twelfth, pro rata and pari passu, to each Note B Holder any Prepayment Charge, to the extent actually
paid by the Borrower and allocable to any prepayment of the related B Note under the Loan Documents pro rata based on the
Prepayment Charge Entitlement of such B Note, with the aggregate amount so payable to be allocated between the Note B Holders according
to the respective amounts due to them under this clause;


(xiii)        
thirteenth, any interest accrued at the Note Default Interest Rate on the Loan Principal Balance to the extent such
default interest amount is (A) actually paid by the Borrower, (B) in excess of interest accrued on the Loan Principal Balance at
the Loan Interest Rate and (C) not required to be paid to the Master Servicer, the Trustee or the Special Servicer, or the master
servicer or trustee under a Non-Lead Securitization Servicing Agreement, as provided in Section 9(d), pari passu,
to each Note A Holder and each Note B Holder in an amount calculated on the Note Principal Balance of the related Note at the excess
of (x) the Note Default Interest Rate for such Note over (y) the Note Interest Rate for such Note, with the aggregate amount so
payable to be allocated between the Holders on a pro rata basis according to the respective amounts due to them under this
clause;


(xiv)        
fourteenth, pro rata and pari passu (in the case of Penalty Charges, only to the extent not required
to be paid to the Master Servicer, the Trustee or the Special Servicer as provided in Section 9(d) or in the Lead Securitization
Servicing Agreement as contemplated by Section 9(e) or the master servicer or trustee under a Non-Lead Securitization Servicing
Agreement as provided in Section 9(d) and/or in a Non-Lead Securitization Servicing Agreement as contemplated by Section
9(e)), to each Note A Holder and each Note B Holder (or any Servicer or Trustee (if any), as applicable, on its behalf) its
Percentage Interest of any assumption fees and Penalty Charges, in each case to the extent actually paid by the Borrower; and


(xv)          
fifteenth, any excess amount not otherwise applied pursuant to the foregoing clauses (i) through (xiv)
of this Section 6 will be distributed pro rata to the Holders in accordance with their respective initial Percentage
Interests set forth in the Loan Schedule.


If any Note (or portion
thereof) has been defeased, the foregoing provisions of this Section 6 will apply only to the non-defeased Notes (or portions
thereof). Any Note (or portion thereof) that has been defeased will be repaid solely from the proceeds of the related defeasance
collateral.




    		30 	
 Co-Lender Agreement
(Grace Building)
 



    


    

To the extent that
the Borrower pays any Servicing Fees pursuant to the Loan Agreement or any modification or amendment thereof, such fees shall be
applied to the payment of the Servicing Fee or the Special Servicing Fee, Workout Fee and Liquidation Fee, as applicable, pursuant
to clause (iii) above, and the amounts paid on account of interest to the Holders under clauses (iv) and (v)
above for the applicable Remittance Date shall be adjusted accordingly. Notwithstanding clause (xiv) above, to the extent
that the Borrower actually pays any assumption fees, such assumption fees otherwise allocable to the Holders instead shall be payable
as Additional Servicing Compensation as provided in the Lead Securitization Servicing Agreement.


(b)              
Following any period during which the terms of this Section 6 are in effect, in the event that the Mortgage Loan
becomes a Corrected Mortgage Loan, or if the applicable Triggering Event of Default is no longer existing, or if the Mortgage Loan
is restructured in connection with a workout such that the Mortgage Loan is no longer a Specially Serviced Mortgage Loan and, as
restructured, is transferred back to the Servicer and the applicable Triggering Event of Default is no longer continuing, then
the terms of Section 5 hereof shall again be in effect, subject, however, to the terms of Section 7 hereof.


7.                 
Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of
the Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance
with Accepted Servicing Practices, if any applicable Servicer in connection with a workout or proposed workout of the Mortgage
Loan, modifies the terms thereof such that (i) the Loan Principal Balance is decreased, (ii) the Loan Interest Rate (or the Note
Interest Rate for any Note) is reduced, (iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred
(other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement
between Lender and the Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other
adjustment is made to any of the payment terms of the Mortgage Loan, all payments to each Note A Holder pursuant to Section
5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of Note
A remaining the same as they are on the Closing Date, and the full economic effect of all waivers, reductions or deferrals of amounts
due on the Mortgage Loan attributable to such workout shall be borne, first, pro rata by the Note B Holders (in each
case up to the Note Principal Balance of the related B Note, together with accrued interest thereon at the related Note Interest
Rate and any other amounts due to such Note B Holder), and second, pro rata by the Note A Holders (in each case up
to the Note Principal Balance of the related A Note, together with accrued interest thereon at the related Note Interest Rate,
and any other amounts due to such Note A Holder). If the Property shall become an REO Property, the same shall be acquired, managed
and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note
A Holder and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable
following the occurrence and during the continuation of a Triggering Event of Default (whether or not the applicable Loan Documents
then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments
(as such term shall be defined in the Servicing Agreement) for such purpose.


(b)              
For purposes of determining the identity of the Controlling Holder (and not for any other purpose, including purposes of
calculations set forth in Section 5 and Section 6 hereof), Appraisal Reduction Amounts and Collateral Deficiency
Amounts shall be allocated first, to reduce the Note Principal Balances of the B Notes, pro rata, and
then, to reduce the Note Principal Balances of the A Notes, pro rata. The Lead Securitization Note Holder (or the
Special Servicer on its behalf) shall notify the Holders in writing of any Appraisal Reduction Amounts and Collateral Deficiency
Amounts calculated with respect to the Mortgage Loan and any allocation thereof to notionally reduce the Note Principal Balances
of any Note.




    		31 	
 Co-Lender Agreement
(Grace Building)
 



    


    

8.                 
 Collection Accounts; Payment Procedure. (a) Pursuant to the terms of this Agreement or the Servicing Agreement,
the Lead Securitization Note Holder shall cause the Servicer to establish and maintain the Collection Account. Each of the Holders
hereby directs the Servicer, in accordance with the priorities set forth in Section 5 and Section 6, as
applicable, and subject to the terms of this Agreement or the Servicing Agreement, as applicable, (i) to deposit into the applicable
Collection Account within two (2) Business Days after receipt of properly identified funds with respect to the Mortgage Loan and
(ii) to remit from the applicable Collection Account (x) for deposit or credit on the Remittance Date all payments received with
respect to and allocable to each A Note and B Note, by wire transfer to accounts maintained by each Holder and designated to the
Servicer in writing; provided that delinquent payments received by the Servicer after the related Remittance Date shall be remitted
by the Servicer to such accounts no later than the business day after the Determination Date (as defined in the Lead Securitization
Servicing Agreement); and (y) for such other purposes and at such times as specified in this Agreement and the Servicing Agreement.


(b)              
If any Servicer holding or having distributed any amount received or collected in respect of any Note 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 Borrower or paid to any Holder, any
Servicer or any other Person, then, notwithstanding any other provision of this Agreement, such Servicer shall not be required
to distribute any portion thereof to the Holder of such Note, and such Holder, shall promptly on demand repay to such Servicer
the portion thereof which shall have been theretofore distributed to the related Holder, together with interest thereon at such
rate, if any, as such Servicer shall have been required to pay to the Borrower, the Holders, any other Servicer or such other Person
with respect thereto, or, if the amount in question had been advanced by the Servicer, then with interest thereon at the Advance
Rate. Each Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage
Loan in excess of its distributable share thereof, it will promptly remit such excess to the Servicer. The Servicer shall have
the right to offset any amounts due hereunder from any Holder, with respect to the Mortgage Loan against any future payments due
to such Holder, as applicable, under the Mortgage Loan, provided, that the obligations of each Holder under this Section 8
are separate and distinct obligations from one another, and in no event shall any Servicer be permitted or required under the Servicing
Agreement to enforce the obligations of any Holder against the other Holders. The obligations of each Holder under this Section
8 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third party beneficiary
of these provisions.


9.                 
Advances; Default Interest; Penalty Charges.


(a)               
Prior to the Lead Securitization Date, if the Lead Securitization Note Holder elects, in its reasonable good faith discretion
and in accordance with Accepted Servicing Practices, to make a Property Advance, the Lead Securitization Note Holder shall notify
the other Holders promptly, which notice shall set forth the amount of the additional funds required, the date such funds are required
and a summary of the need for such advance. The other Holders shall be required to advance on or before the date specified in the
related notice their respective Percentage Interest of such Property Advance. If any Holder fails or refuses to advance the foregoing
share of such Property Advance, the Lead Securitization Note Holder shall have the right to advance the portion of such Property
Advance not advanced by such other Holders. Repayment of any and all such Property Advances made by any Holder together with interest
thereon at the Advance Rate, if applicable, shall be paid to the Holders as provided in Section 5 and Section 6
hereof.


(b)              
From and after the Lead Securitization Date, the Servicer and/or the Trustee shall be obligated to make Property Advances
with respect to the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement and the right of such party to
reimbursement for any such Property




    		32 	
 Co-Lender Agreement
(Grace Building)
 



    


    

Advances and interest thereon will be
prior to the rights of the Holders to receive any distributions or amounts recovered with respect to the Mortgage Loan or the Property
to the extent provided in this Agreement.


(c)               
If any party to the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement makes a P&I
Advance in respect of any Note, such P&I Advance and any interest accrued thereon shall be reimbursable to such advancing party
solely as provided under the terms of this Agreement and the Lead Securitization Servicing Agreement or Non-Lead Securitization
Servicing Agreement, as applicable.


(d)              
The Lead Securitization Servicing Agreement shall provide that Penalty Charges and any interest accrued at the Note Default
Interest Rate on the Loan Principal Balance that is in excess of interest accrued on the Loan Principal Balance at the Loan Interest
Rate, in either case to the extent actually paid by the Borrower, shall be applied by the Master Servicer (prior to allocation
to the Holders under Section 5 or Section 6) for following purposes:


(i)                
first, (A) to pay the Master Servicer, the Trustee or the Special Servicer for each Holder’s pro rata share
of any interest accrued on any Property Advances and reimbursement of any Property Advances in accordance with the terms of the
Lead Securitization Servicing Agreement; (B) to pay the Master Servicer or the Trustee or the master servicers or trustees under
the related Non-Lead Securitization Servicing Agreement the amount, if any, of interest accrued on any P&I Advance made with
respect to any Note by such party; and (C) to pay the Master Servicer or the Trustee for each Lead Securitization Note Holder’s
pro rata share of interest accrued on any Administrative Advances and reimbursement of any Administrative Advances in accordance
with the terms of the Lead Securitization Servicing Agreement, and


(ii)              
second, be used to reduce, on a pro rata basis, each Holder’s share of Trust Fund Expenses (including
Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the
Lead Securitization Servicing Agreement).


(e)               
The Lead Securitization Servicing Agreement may also provide that (i) any Penalty Charges and any interest accrued at the
Note Default Interest Rate that has been allocated pursuant to Section 5 or Section 6 to the Notes included in such
Lead Securitization 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) following a Non-Lead Securitization, any Penalty Charges and any interest
accrued at the Note Default Interest Rate that has been allocated pursuant to Section 5 or Section 6 to the Holder
of the Note included in such Non-Lead Securitization, be paid to the Master Servicer and/or the Special Servicer as Additional
Servicing Compensation as provided in the Lead Securitization Servicing Agreement.


10.             
Limitation on Liability. Neither the Note A Holders nor any Servicer acting on its behalf shall have any liability
to the Note B Holder with respect to a B Note, except with respect to losses actually suffered due to the negligence, willful misconduct
or breach of this Agreement on the part of such Note A Holder or the Servicer. The Note B Holder shall have no liability to any
Note A Holder with respect to its respective A Note except with respect to losses actually suffered due to the negligence, willful
misconduct or breach of this Agreement on the part of the Note B Holder.


11.             
Purchase of A Notes by the Note B Holder; Note B Holder Cure Rights.




    		33 	
 Co-Lender Agreement
(Grace Building)
 



    


    

Prior to the Lead Securitization
Date or if each B Note is no longer included in the Lead Securitization Trust, the provisions of this Section 11 shall apply.
In addition, if any B Note is included in the Lead Securitization Trust, the provisions of this Section 11 shall not apply.


(a)               
Par Purchase Option. If a Triggering Event of Default has occurred and is continuing, then, upon written notice from
the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Repurchase Option Notice”) of such occurrence,
any Note B Holder (and if each of the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, or any
combination thereof, provide such written notice, then such Note B Holders, collectively, on a pro rata basis) shall have
the right, prior to any other party, by written notice to the Lead Securitization Note Holder (or the Servicer on its behalf) (a
“Note B Holder Repurchase Notice”), after the occurrence of the Triggering Event of Default and prior to the
earliest date (the “Purchase Right Cut-Off Date”) to occur of (i) the cure of the Triggering Event of Default,
(ii) the consummation of a foreclosure sale, sale by power of sale or delivery of a deed-in-lieu of foreclosure with respect to
the Property (and the Lead Securitization Note Holder (or the Servicer on its behalf) shall be required to give the Note B Holder
five (5) Business Days prior written notice of its intent (a “Notice of Foreclosure/DIL”) with respect to any
such action in this clause (ii)), except that if the Servicer intends to accept a deed-in-lieu of foreclosure, it shall
deliver a Notice of Foreclosure/DIL (stating that it intends to accept a deed-in-lieu of foreclosure) to the Note B Holder and
the Note B Holder shall have the option, within ten (10) Business Days from the date it receives such Notice of Foreclosure/DIL,
to deliver a Note B Holder Repurchase Notice to the Lead Securitization Note Holder (or the Servicer on its behalf), and provided
that it has delivered notice within such time period, to consummate the purchase option on a Repurchase Date (as defined below)
to occur no later than thirty (30) days from the day it received the Notice of Foreclosure/DIL from the Servicer; provided,
that such thirty (30) days may be extended at the option of the Note B Holder for an additional thirty (30) days upon payment to
the Lead Securitization Note Holder (or the Servicer on its behalf) of a $5,000,000 non-refundable cash deposit if the Note B Holder
provides evidence reasonably satisfactory to the Lead Securitization Note Holder (or the Servicer on its behalf) that it is diligently
and expeditiously proceeding to consummate its purchase of each A Note, (iii) the modification of the Loan Documents effected in
accordance herewith and with the terms of the Servicing Agreement (and subject to the approval rights of the Directing Holder and
the consultation rights of the Non-Controlling Holder set forth herein and therein) and (iv) the date that is ninety (90) days
after the Directing Holder’s receipt of the Repurchase Option Notice, to purchase each A Note for the applicable Defaulted
Mortgage Loan Purchase Price, and upon the delivery of the Note B Holder Repurchase Notice to each Note A Holder (or the Servicer
on its behalf), each Note A Holder (or the Servicer on its behalf) shall sell and the Note B-1 Holder, the Note B-2 Holder, the
Note B-3 Holder or the Note B-4 Holder, as applicable, shall purchase all of each Note A Holder’s right, title and interest
in and to each A Note (without recourse or warranty, except that each Note A Holder shall represent and warrant that it owns its
respective A Note, its respective A Note is free and clear of liens, encumbrances and any participations therein, and that such
Note A Holder as applicable, has the power and authority to sell and deliver its respective A Note) for the applicable Defaulted
Mortgage Loan Purchase Price, on a date (the “Repurchase Date”) not less than five (5) Business Days nor more
than fifteen (15) Business Days after the date of the Note B Holder Repurchase Notice (other than as provided in the immediately
preceding clause (b) with respect to a Note B Holder Repurchase Notice based on a Notice of Foreclosure/DIL), as shall be designated
by the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, as applicable, and reasonably acceptable
to each Note A Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Servicer three (3) Business Days prior
to the Repurchase Date (and such calculation shall be accompanied by reasonably detailed back-up documentation explaining how such
price was determined). The right of a Note B Holder to exercise its purchase option hereunder shall automatically terminate upon
the Purchase Right Cut-Off Date, subject to the possibility that such right will be reinstated if a Triggering Event of Default
subsequently occurs. Upon the consummation of the purchase option contemplated by this Section 11(a), the Lead Securitization
Note Holder (or the Servicer or Trustee on its behalf) shall deliver all original Loan Documents and other applicable materials
in its possession to the




    		34 	
 Co-Lender Agreement
(Grace Building)
 



    


    

applicable Note B Holder or its designee.
The foregoing rights of the Note B Holders shall be in addition to any rights such Person may have to purchase each A Note pursuant
to the Servicing Agreement. Notwithstanding the foregoing, if either of the Borrower or any Borrower Related Party is a Note B
Holder (or holds a majority interest in a B Note), such Note B Holder shall not have the right to exercise the purchase option
set forth in this Section 11(a).


Notwithstanding
anything to the contrary contained in this Section, during the period in which any portion of the Mortgage Loan is subject to purchase
by Note B Holder pursuant to this Section, the Mortgage Loan shall continue to be serviced by the applicable Servicer in accordance
with Accepted Servicing Practices.


(b)              
Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default
beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization
Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond
applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly
give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note
B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice,
to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder or the Note B-4 Holder, or any
combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right
to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured
by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice
and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting
to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days
(for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding
to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with
this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Borrower or other insolvency related event,
and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted
to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Borrower, the
Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof.


If a Note B Holder
elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such
Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and
each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements
imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without
regard to whether such Advance would be a “nonrecoverable advance”) and any interest charged thereon at the Advance
Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges)
related to the default and incurred during the period of time from the expiration of the grace period for such default under the
Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.


The right of a Note
B Holder to reimbursement of any Cure Payment shall be as set forth in Section 5 and Section 6, as applicable. So
long as a default exists that is being cured by a Note B Holder pursuant to this Section 11(b) and the cure period has not
expired and such Note B Holder is permitted to cure under the terms of this Section 11(b), the Lead Securitization Note
Holder (or the Servicer on its behalf) and the Trustee shall not treat such default as a default or a Triggering Event of Default
(i) for purposes of Section 5 or Section 6; (ii) for purposes of accelerating the Mortgage Loan, modifying, amending
or waiving any




    		35 	
 Co-Lender Agreement
(Grace Building)
 



    


    

provisions of the Loan Documents or
commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings
with respect to the Property; or (iii) for purposes of treating the Mortgage Loan as a Specially Serviced Mortgage Loan; provided
that such limitations shall not prevent the Lead Securitization Note Holder (or the Servicer on its behalf) or the Trustee from
sending notices of the default to the Borrower or any related guarantor or making demands on the Borrower or any related guarantor
or from collecting default interest or late payment charges from the Borrower. Notwithstanding anything to the contrary contained
in this Section 11(b), (A) a Note B Holder’s right to cure a monetary default or non-monetary default shall be limited
to six (6) Cure Events over the life of the Mortgage Loan and (B) no single Cure Event may exceed four (4) consecutive months.
For the avoidance of doubt, it is intended that if a single Event of Default is cured for four consecutive months, that same Event
of Default may not be cured in the succeeding (fifth) month, a Note B Holder would be permitted to cure a different Event of Default
in such succeeding (fifth) month. As used herein, “Cure Event” means a Note B Holder’s exercise of cure
rights, whether for one (1) month or for consecutive months in the aggregate (and, in such case, such cure for such consecutive
months shall constitute one (1) Cure Event). Cure Events in addition to the number of Cure Events permitted under this Section
11(b) shall only be permitted with the consent of the Lead Securitization Note Holder (or the Servicer on its behalf) or, at
any time that the Mortgage Loan is included in the Lead Securitization, the Special Servicer.


12.             
Certain Servicing Matters.


(a)               
Books and Records. Prior to the Lead Securitization Date, in connection with any inspection of the Property or the
books and other financial records of the Borrower by the Lead Securitization Note Holder (or the Servicer on its behalf) pursuant
to the terms of the Loan Documents, the Lead Securitization Note Holder (or the Servicer on its behalf) shall, upon written request
of the Directing Holder (if any) request that the Borrower to reasonably cooperate to provide the Directing Holder (if any) access
for its own inspection of such Property or the books and other financial records. In addition, in response to the written request
of the Directing Holder (if any), the Lead Securitization Note Holder (or the Servicer on its behalf) shall request that the officers
of the Borrower and the accountants and other representatives of the Borrower arrange a meeting (either telephonic or in person)
to discuss the business, financial and other condition of the Borrower, and all reasonable out-of-pocket costs incurred by the
Lead Securitization Note Holder (or the Servicer on its behalf) shall be paid by the Controlling Holder. From and after the Lead
Securitization Date, this Section 12(a) shall no longer apply.


(b)              
Monthly Servicing Report. Prior to the Lead Securitization Date, each month, the Servicer shall prepare and shall
promptly deliver copies to each of the Holders a report containing the following information:


(i)                
For each of the Holders, (A) the amount of the distribution from the Collection Account allocable to principal (B) separately
identifying the amount of scheduled principal payments, Balloon Payments, Prepayments made at the option of the Borrower or other
Prepayments (specifying the reason therefor) and Liquidation Proceeds included therein and information on distributions made with
respect to each of the Notes and (C) the amounts deposited and on reserve in each of the escrow and reserve funds accounts held
by Servicer;


(ii)              
for each of the Holders, the amount of the distribution from the Collection Account allocable to interest and the amount
of Prepayment Charges and default interest paid under the Loan Documents;


(iii)            
if the distribution to the Holders is less than the full amount that would be distributable to such Holders if there had
been sufficient amounts available therefor, the amount of




    		36 	
 Co-Lender Agreement
(Grace Building)
 



    


    

the shortfall and the allocation
thereof between interest and principal and the amount of the shortfall, if any, under the Mortgage Loan;


(iv)            
the principal balance and the Realized Losses relating to each of the Notes, after giving effect to the distribution of
principal on such Remittance Date; and


(v)              
the amount of the servicing fees paid to the Servicer and the Special Servicer with respect to such Remittance Date, showing
separately the Servicing Fee, the Special Servicing Fee, any Workout Fee and any Liquidation Fee, and the amount of any fees payable
to the paying agent; and


(vi)            
Information regarding disputes affecting the Borrower and the Property and such other information as any Holder may reasonably
request, to the extent reasonably available to the Trustee, the Servicer or the related Special Servicer, such costs, to the extent
not included in the regular fees and charges of the Servicer, shall be reimbursed by the requesting party.


From and after the Lead Securitization
Date, the Servicer shall only deliver such reports to the Holders as provided in the Lead Securitization Servicing Agreement; provided,
however, so long as the Mortgage Loan is being serviced pursuant to the Interim Servicing agreement, this Section shall
not be applicable and the Servicer shall provide the reports as set forth in the Interim Servicing Agreement.


(c)               
Financial Statements Etc. The Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly provide
the other Holders with copies of each financial statement and other statements and reports delivered to the Lead Securitization
Note Holder (or the Servicer on its behalf) pursuant to the terms of the Loan Documents. Subject to the terms of the applicable
Loan Documents, upon the reasonable request of such other Holder, the Lead Securitization Note Holder (or the Servicer on its behalf)
shall also promptly deliver to such other Holder, copies of any other documents relating to the Mortgage Loan, including, without
limitation, property inspection reports and loan servicing statements.


(d)              
Copies. Any copies to be furnished by the Servicer under this Agreement may be furnished by hard copy or electronic
means.


13.             
Representations and Warranties of Each Initial Holder. Each of the Initial Holders, as of the date hereof, hereby
represents and warrants and covenants that:


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


(b)              
The execution and delivery of this Agreement by it, and the performance of, and compliance with, the terms of this Agreement
by it, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time,
or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it
is a party or that is applicable to it or any of its assets, in each case which materially and adversely affect its ability to
carry out the transactions contemplated by this Agreement.


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


(d)              
This Agreement is its legal, valid and binding obligation enforceable against it in accordance with its terms, except as
the enforcement thereof may be limited by bankruptcy, insolvency,




    		37 	
 Co-Lender Agreement
(Grace Building)
 



    


    

reorganization, liquidation, receivership,
moratorium or other laws relating to or affecting the enforcement of creditors’ rights or by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law).


(e)               
Immediately prior to the execution and delivery of this Agreement, it was the sole legal owner and Holder of its related
Note, free and clear of any lien, pledge, hypothecation, encumbrance or other adverse interest in the Mortgage Loan, and it has
the right to enter into this Agreement without the consent of any third party.


(f)               
It is not in violation of, and its execution and delivery of this Agreement and its performance of, and compliance with,
the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local government or regulatory authority, which violation, in its good faith and
reasonable judgment, is likely to affect materially and adversely either its ability to perform its obligations under this Agreement
or its financial condition.


(g)               
No litigation is pending with regard to which it has received service of process or, to the best of its knowledge, has been
threatened against it, the outcome of which, in its good faith and reasonable judgment is likely to materially and adversely affect
the ability to perform its obligations under this Agreement.


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


(i)                
No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or
court is required, under federal or state law (including, with respect to any bulk sale laws), for its execution, delivery and
performance of or compliance with this Agreement or its consummation of any transaction contemplated hereby, other than (i) such
consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (ii) where
the lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse
effect on its performance under this Agreement.


14.             
Intentionally Omitted.


15.             
Independent Analyses of the Initial Note B Holder. Subject to the provisions of Section 13, each Initial Note
B Holder acknowledges that it has, independently and without reliance upon any Initial Note A Holder and based on such documents
and information as such Holder has deemed appropriate, made such Holder’s own credit analysis and decision to originate its
related B Note. Except as expressly provided in this Agreement, each Initial Note B Holder hereby acknowledges that the other Holders
have not made any representations or warranties with respect to the Mortgage Loan, and that the other Holders shall have no responsibility
for (a) the collectability of the Mortgage Loan, (b) the validity, enforceability or legal effect of any of the Loan Documents
or the title insurance policy or policies or any survey furnished or to be furnished to each Initial Note A Holder in connection
with the origination of the Mortgage Loan, (c) the validity, sufficiency or effectiveness of the lien created or to be created
by the Loan Documents or (d) the financial condition of the Borrower. Each Initial Note B Holder assumes all risk of loss in connection
its related B Note, for reasons other than the gross negligence, willful misconduct or breach of this Agreement by the Initial
Note A Holders or the gross negligence, willful misconduct or bad faith by any Servicer.


16.             
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 arrangement between




    		38 	
 Co-Lender Agreement
(Grace Building)
 



    


    

any one or more Holders, on the one
hand, and any one or more other Holders, on the other hand, a partnership, association, joint venture or other entity. No Holder
shall have any obligation whatsoever to offer to any other Holder the opportunity to purchase notes or participation interests
relating to any future loans originated by such Holder or its Affiliates, and if such Holder chooses in its sole discretion to
offer to one or more other Holders the opportunity to purchase notes or any participation interests in any future mortgage loans
originated by such Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Holder chooses,
in its sole and absolute discretion. No Holder shall have any obligation whatsoever to purchase from one or more other Holders
any notes or participation interests in any future loans originated by the other Holder or its respective Affiliates.


17.             
Not a Security. None of the Notes shall be deemed to be a security within the meaning of the Securities Act of 1933
or the Securities Exchange Act of 1934.


18.             
Transfer of Notes. (a) Each 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 any Transfer (other than any Transfer between Initial Holders or any Transfer
by an Initial Holder to a Securitization Trust), non-transferring Holders shall be provided with (i) a representation from the
related transferee or the applicable 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 (ii) a copy of an assignment and assumption agreement
whereby such transferee assumes all of the obligations of the applicable Holder hereunder with respect to such Note thereafter
accruing and agrees to be bound by the terms of this Agreement. If a Holder intends to Transfer its respective Note, or any portion
thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring
Holder and (b) if any such non-transferring Holder’s Note is held in a Securitization Trust, provide each of the applicable
engaged Rating Agencies for such Securitization Trust with a Rating Agency Confirmation. Notwithstanding the foregoing, without
each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if any non-transferring Holder’s
Note is held in a Securitization Trust, until a Rating Agency Confirmation is provided to each engaged Rating Agency for such Securitization
Trust, no Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Borrower or a
Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.
The transferring Holder agrees that it shall pay the expenses of any non-transferring Holder (including all expenses of the Master
Servicer, the Special Servicer and the Trustee) and all expenses relating to any Rating Agency Confirmation in connection with
any such Transfer. Notwithstanding the foregoing, each Holder shall have the right, without the need to obtain the consent of any
other Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate)
of its beneficial interest in a Note to an entity that is not the Borrower or a Borrower Related Party. None of the provisions
of this Section 18(a) shall apply in the case of (1) a sale of the Lead Securitization Notes together with all of the Non-Lead
Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, (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 Property, upon the Mortgage Loan becoming a Defaulted Mortgage Loan (as defined in the Lead Securitization Servicing
Agreement), 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, or (3) the Transfer of any securities issued by a Securitization Trust.


(b)              
In the case of any Transfer of a participation interest in any of the Notes, (i) the respective Holders’ obligations
under this Agreement shall remain unchanged, (ii) such 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 Holder in




    		39 	
 Co-Lender Agreement
(Grace Building)
 



    


    

connection with such 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 Holder had not sold such participation interest.


(c)               
Notwithstanding any other provision hereof, any Holder may pledge (a “Pledge”) its Note to any entity
(other than the Borrower or any Affiliate thereof) which has extended a credit facility to such Holder and that is either a Qualified
Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent)
or better by each applicable Rating Agency (or, if not rated by an applicable Rating Agency, an equivalent (or higher) rating from
any two of Fitch, Moody’s and S&P) (a “Note Pledgee”), on terms and conditions set forth in this Section
18(c), it being further agreed that a financing provided by a Note Pledgee to a 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 Holder to each other Holder and any Servicer that a Pledge has been effected
(including the name and address of the applicable Note Pledgee), each other Holder agrees to acknowledge receipt of such notice
and thereafter agrees: (i) to give Note Pledgee written notice of any default by the pledging Holder in respect of its obligations
under this Agreement of which default such Holder has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) days
to cure a default by the pledging Holder in respect of its obligations to each other 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 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 Holder; (v) that such other 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 Holder; and (vi) that, upon written notice (a “Redirection Notice”)
to each other Holder and any Servicer by such Note Pledgee that the pledging Holder is in default, beyond any applicable cure periods,
under the pledging Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the pledging
Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection
Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Holder or
Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Lead Securitization
Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each other Holder and any Servicer from
any liability to the pledging Holder on account of such other Holder’s or Servicer’s compliance with any Redirection
Notice believed by any Servicer or such other Holder to have been delivered by a Note Pledgee. Note Pledgee shall be permitted
to exercise fully its rights and remedies against the pledging 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 Holders and any Servicer
shall recognize such Note Pledgee (and any transferee other than the 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 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 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 18(c) shall remain effective as
to any Holder (and any Servicer) unless and until such Note Pledgee shall have notified any such 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 Holder then such Holder shall have




    		40 	
 Co-Lender Agreement
(Grace Building)
 



    


    

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 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 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 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 Holder, the Conduit Credit
Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the Pledge of such 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 Agency have any greater right to acquire the interests in the Note pledged by such 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.


19.             
Other Business Activities of the Holders. Each of the Holders acknowledges that the other Holders may make loans
or otherwise extend credit to, and generally engage in any kind of business with, any Affiliate of the Borrower (“Borrower
Related Parties”), and receive payments on such other loans or extensions of credit to the 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.


20.             
Exercise of Remedies by the Servicer.


(a)               
Each of the Holders acknowledges that, subject to the terms of this Agreement (including without limitation, the Controlling
Holder’s rights under Section 21 hereof) and the Servicing Agreement, (i) the Lead Securitization Note Holder (or
any Servicer or Trustee (if any) on its behalf) may exercise or refrain from exercising any rights that such Lead Securitization
Note Holder (or such Servicer or Trustee (if any)) may have hereunder or under the Servicing Agreement in a manner that may be
adverse to the interests of the other Holders, so long as such actions are in accordance with Accepted Servicing Practices and
the other terms of this Agreement, (ii) the Lead Securitization Note Holder shall have no liability whatsoever to the other Holders
as a result of such Lead Securitization Note Holder’s (or any Servicer’s or Trustee’s) exercise of such rights
or any omission by such Lead Securitization Note Holder (or any Servicer or Trustee) to exercise such rights, except as expressly
provided herein or for acts or omissions that are taken or omitted to be taken by such Lead Securitization Note Holder that constitute
the gross negligence or willful misconduct of such Lead Securitization Note Holder or a breach of this Agreement, and (iii) the
Servicer and the Special Servicer shall (and shall be required under the Servicing Agreement to) service and administer the Mortgage
Loan on behalf of each Note A Holder and each Note B Holder (as a collective whole) in accordance with Accepted Servicing Practices,
taking into account the interests of each Note A Holder and each Note B Holder; but in all cases giving due consideration to the
fact that each B Note is subject and subordinate to each A Note in accordance with the terms of this Agreement. Each Note A Holder
and each Note B Holder agree that the Servicer, to the extent consistent




    		41 	
 Co-Lender Agreement
(Grace Building)
 



    


    

with the terms of this Agreement (including,
without limitation, Section 21) and from and after the Lead Securitization Date subject to and in accordance with the Servicing
Agreement, shall have the sole and exclusive authority (in each case, subject to the Accepted Servicing Practices and the terms
and conditions set forth in this Agreement, and the rights of any Controlling Holder) with respect to the administration of, and
exercise of rights and remedies with respect to, the Mortgage Loan, including, without limitation, the sole and exclusive authority
(i) to modify or waive any of the terms of the Loan Documents, (ii) to consent to any action or failure to act by the Borrower
or any party to the Loan Documents, (iii) to vote all claims with respect to the Mortgage Loan in any bankruptcy, insolvency or
other similar proceedings and (iv) to take legal action to enforce or protect the Holders’ interests with respect to the
Mortgage Loan or to refrain from exercising any powers or rights under the Loan Documents, including the right at any time to call
or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage Loan or institute any foreclosure action
and in all cases acting in accordance with Accepted Servicing Practices and the terms of this Agreement and the Servicing Agreement,
and except as otherwise expressly provided in this Agreement and the Servicing Agreement, the other Holders shall have no voting,
consent or other rights whatsoever with respect to the Lead Securitization Note Holder’s or Servicer’s administration
of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Each Holder agrees that it shall have no right to,
and hereby presently and irrevocably assigns and conveys to the Lead Securitization Note Holder and the Servicer and the Special
Servicer the rights, if any, that such Holder has (i) to declare or cause the Lead Securitization Note Holder or the Servicer to
declare an Event of Default under the Mortgage Loan (ii) to exercise any remedies with respect to the Mortgage Loan, including,
without limitation, filing or causing the Lead Securitization Note Holder or the Servicer to file any bankruptcy petition against
the Borrower or (iii) to vote any claims with respect to the Mortgage Loan (including claims arising from any one or more Notes)
in any bankruptcy, insolvency or similar type of proceeding of the Borrower. Each Holder shall, from time to time, execute such
documents as the Lead Securitization Note Holder, the Servicer or the Special Servicer shall reasonably request to evidence such
assignment with respect to the rights described in clause (iii) of the preceding sentence. Except when acting in the capacity of
trustee or paying agent, the Lead Securitization Note Holder (or the Servicer or the Special Servicer acting on behalf of such
Lead Securitization Note Holder) shall not have any fiduciary duty to the other Holders in connection with the administration of
the Mortgage Loan but shall in all events be obligated to act in accordance with Accepted Servicing Practices. Each Holder expressly
and irrevocably waives for itself and any Person claiming through or under such Holder any and all rights that it may have under
Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law that purports to give
a junior noteholder, mortgagee or loan participant the right to initiate any loan enforcement or foreclosure proceedings.


(b)              
Notwithstanding anything to the contrary contained herein, the exercise by the Lead Securitization Note Holder (or any Servicer
or the Trustee (if any) acting on its behalf) of its rights under this Section 20 shall be subject in all respects to any
sections of the Servicing Agreement governing REMIC administration, and in no event shall the Lead Securitization Note Holder (or
any Servicer or the Trustee (if any) acting on its behalf) be permitted to take any action or refrain from taking any action which
would violate the laws of any applicable jurisdiction, breach the Loan Documents, violate Accepted Servicing Practices or violate
any other provisions of the Servicing Agreement or cause the arrangement evidenced hereby not to be treated as a “grantor
trust” for Federal income tax purposes. The Lead Securitization Note Holder (or any Servicer or the Trustee (if any) acting
on its behalf) shall exercise such rights and powers described in this Section 20 on the understanding that the Lead Securitization
Note Holder (or any Servicer or the Trustee (if any) acting on its behalf) shall administer the Mortgage Loan in a manner consistent
with the Servicing Agreement and this Agreement, provided that neither the Lead Securitization Note Holder nor any Servicer
or the Trustee (if any) acting on its behalf shall be liable to the other Holders with respect to anything the Lead Securitization
Note Holder or such Servicer or the Trustee (if any) may do or omit to do in relation to the Mortgage Loan, other than as expressly
set forth in this Agreement. Without limiting the generality of the foregoing, the Lead Securitization Note Holder and any Servicer
or




    		42 	
 Co-Lender Agreement
(Grace Building)
 



    


    

the Trustee (if any) acting on its behalf
may rely on the advice of legal counsel, accountants and other experts (including those retained by the Borrower) and upon any
written communication or telephone conversation which the Lead Securitization Note Holder or such Servicer or the Trustee (if any)
believes to be genuine and correct or to have been signed, sent or made by the proper Person.


(c)               
If title to the Property is acquired for the benefit of the Holders in foreclosure, by deed-in-lieu of foreclosure or upon
abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of the Lead Securitization
Note Holder or its nominee (which shall not include any Servicer) on behalf of the Holders. The Servicer, on behalf of the Holders,
shall dispose of any REO Property utilizing reasonable best efforts, consistent with Accepted Servicing Practices, to maximize
the proceeds of such disposal to the Holders (as a collective whole) if and when such Servicer determines, consistent with Accepted
Servicing Practices, that such disposal would be in the best economic interest of the Holders (as a collective whole). The Servicer
shall (and shall be required under the Servicing Agreement to) manage, conserve, protect and operate each REO Property for the
Holders solely for the purpose of its prompt disposition and sale in accordance with Accepted Servicing Practices.


(d)              
The Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement
(including the rights of the Controlling Holder), to do any and all things in connection with any REO Property as are consistent
with Accepted Servicing Practices and the terms of this Agreement, all on such terms and for such period as such Servicer deems
to be in the best interests of Holders (as a collective whole) and, in connection therewith, such Servicer shall only agree to
the payment of management fees that are consistent with general market standards or to terms that are more favorable to the Holders.
The Servicer shall (and shall be required under the Servicing Agreement to) segregate and hold all revenues received by it with
respect to any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect
to any REO Property a segregated custodial account (each, an “REO Account”). The Servicer shall (and shall be
required under the Servicing Agreement to) deposit or cause to be deposited in the REO Account within two Business Days after receipt
all revenues received by it with respect to any REO Property (other than Liquidation Proceeds, which shall be remitted to the Collection
Account), and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property
and for other Costs with respect to such REO Property, including:


(i)                
all insurance premiums due and payable in respect of any REO Property;


(ii)              
all real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon;


(iii)            
all ground rents in respect of any REO Property;


(iv)            
all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property;
and


(v)              
to the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv)
above and the Servicer has provided written notice of such shortfall to the Holders of the necessity to take actions pursuant to
this clause (d), any expenditure associated with such actions taken by the Servicer shall be payable by the Holders at their
option pursuant to Section 9.


(e)               
The Servicer shall contract with an independent contractor, the fees and expenses of which shall be an expense of the Holders
and payable out of REO Proceeds, for the operation and




    		43 	
 Co-Lender Agreement
(Grace Building)
 



    


    

management of any REO Property, within
forty-five (45) days after the Holders’ acquisition thereof (unless the Holders approve otherwise), provided that:


(i)                
the terms and conditions of any such contract shall be reasonable and consistent with the terms of this Agreement and customary
for the area and type of property and shall not be inconsistent herewith;


(ii)              
any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and
expenses incurred in connection with the operation and management of such REO Property, including those listed above, and remit
all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than thirty
(30) days following the receipt thereof by such independent contractor;


(iii)            
none of the provisions of this clause (d) relating to any such contract or to actions taken through any such independent
contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Holders or the Lead Securitization
Note Holder on behalf of the Holders with respect to the operation and management of any such REO Property; and


(iv)            
the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such REO Property.


(f)               
The Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it related
to its duties and obligations hereunder for indemnification of such Servicer by such independent contractor, and nothing in this
Agreement shall be deemed to limit or modify such indemnification. When and as necessary, the Servicer shall send to the Holders
a statement prepared by the Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to
the tenants of, or the receipt of any other amount not constituting rents in respect of, any REO Property.


(g)               
With respect to the Specially Serviced Mortgage Loan or REO Property, which the Servicer has determined to sell in accordance
with Accepted Servicing Practices, the Servicer shall deliver to the Holders an officers’ certificate to the effect that,
the Servicer has determined to sell the Specially Serviced Mortgage Loan or REO Property in accordance with this clause (g).
The Servicer may then offer to sell to any Person the Specially Serviced Mortgage Loan which is in default or the REO Property
(and shall on a monthly basis advise the Holders in writing of the status of the Specially Serviced Mortgage Loan or REO Property)
or, subject to the following sentence, purchase the Specially Serviced Mortgage Loan or REO Property (in each case at the Defaulted
Mortgage Loan Purchase Price), but shall, in any event, so offer to sell the REO Property no later than the time determined by
the Servicer to be sufficient to result in the sale of the REO Property within the period specified in the REMIC Provisions. The
Servicer shall deliver such officers’ certificate and give the Holders not less than ten (10) Business Days’ prior
written notice of its intention to sell the Specially Serviced Mortgage Loan or REO Property, in which case the Servicer shall
accept the highest offer received from any Person for the Specially Serviced Mortgage Loan or the REO Property in an amount at
least equal to the Defaulted Mortgage Loan Purchase Price or, at its option, if it has received no offer at least equal to the
Defaulted Mortgage Loan Purchase Price therefor, purchase the Specially Serviced Mortgage Loan or REO Property at the Defaulted
Mortgage Loan Purchase Price.


(h)              
In the absence of any such offer at the Defaulted Mortgage Loan Purchase Price, or purchase by the Servicer at the Defaulted
Mortgage Loan Purchase Price, such Servicer shall accept the




    		44 	
 Co-Lender Agreement
(Grace Building)
 



    


    

highest offer received from any Person
that is determined by such Servicer to be a fair price for the Specially Serviced Mortgage Loan or REO Property; provided,
that the Lead Securitization Note Holder (or the Servicer, if the Servicer or any Affiliate of the Servicer is not an offeror)
shall be entitled to engage, at the expense of the Holders, an Appraiser to determine whether the highest offer is a fair price.
Notwithstanding anything to the contrary herein, neither the Borrower nor any Borrower Related Party may make an offer or purchase
the Specially Serviced Mortgage Loan or the REO Property pursuant hereto.


(i)                
The Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the
Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests
of the Holders as a collective whole. In addition, the Servicer may accept a lower offer if it determines, in accordance with Accepted
Servicing Practices, that acceptance of such offer would be in the best interests of the Holders as a collective whole (for example,
if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective
buyer making the lower offer are more favorable), provided that the offeror is not the Servicer or an Affiliate of the Servicer.
The Servicer shall in no event sell the Specially Serviced Mortgage Loan or the REO Property other than for cash.


(j)                
Subject to the other provisions of this Section 20, the Servicer shall act on behalf of the Holders in negotiating
and taking other action necessary or appropriate in connection with the sale of the Specially Serviced Mortgage Loan or REO Property,
including the collection of all amounts payable in connection therewith. Any sale of the Specially Serviced Mortgage Loan or REO
Property shall be without recourse to, or representation or warranty by, any Servicer or any Holder, and, if such sale is consummated
in accordance with the duties of the Servicer pursuant to the terms of this Agreement, no such Person who so performed shall have
any liability to any Holders with respect to the purchase price therefor accepted by the Servicer.


(k)              
The proceeds of any sale of the Specially Serviced Mortgage Loan or REO Property after deduction of the direct out-of-pocket
expenses of such sale incurred in connection therewith shall be promptly, and in any event within one (1) Business Day (or, if
received after 3:00 p.m. Eastern time, two (2) Business Days) following receipt of properly identified funds, deposited in the
Collection Account. Within thirty (30) days after the sale of the REO Property, the Servicer shall provide to the Holders a statement
of accounting for the REO Property, including without limitation, (i) the date of disposition of the REO Property, (ii) the gross
sales price, the selling and other expenses and the net sales price, (iii) accrued interest on the Note A Principal Balance at
the applicable Note Interest Rate for each A Note, and on the Note B Principal Balance at the applicable Note Interest Rate for
each B Note, in each case calculated from the date of acquisition to the disposition date, and (iv) such other information as the
Holders may reasonably request. The Servicer shall file information returns regarding the abandonment or foreclosure of Property
with the Internal Revenue Service at the time and in the manner required by the Code.


(l)                
The provisions of clauses (c) through (k) of this Section 20 shall be of no further force and effect
from and after the Lead Securitization Date, and the analogous provisions of the Lead Securitization Servicing Agreement shall
control.


21.             
Certain Powers of the Controlling Holder.


This Section
21 shall apply during the term of this Agreement; provided that from and after the Lead Securitization Date, (y) Section
21(c) and (d) shall be of no further force and effect and the analogous provisions of the Lead Securitization Servicing
Agreement shall control, and (z) Section 21(j), (k) and (l) shall be of no further force and effect.


The following provisions
shall apply during the term of this Agreement:




    		45 	
 Co-Lender Agreement
(Grace Building)
 



    


    

(a)               
 The Controlling Holder shall be entitled to appoint (or act as) a “directing lender” (the “Directing
Holder”) with respect to the Mortgage Loan and to exercise the rights and powers granted to the Directing Holder and
the Controlling Holder hereunder and under the Servicing Agreement (such designation to be made by written notice to the Lead Securitization
Note Holder (or the Servicer on its behalf)); provided, that if the Borrower or any Borrower Related Party owns any portion of
a B Note, the ownership interests of such Person shall be deemed to equal zero for the purposes of determining which owners can
vote to elect the Directing Holder, and provided, further, that in no event may the Borrower or any Borrower Related Party serve
as the Directing Holder. Subject to the Lead Securitization Servicing Agreement, such designation shall remain in effect until
it is revoked by the Controlling Holder by a writing delivered to each of the other parties hereto.


(b)              
Notwithstanding anything to the contrary contained herein (but subject to Section 21(d)), the Lead Securitization
Note Holder (or the Servicer on its behalf) shall, prior to taking any Major Decision, be required to notify in writing the Directing
Holder of any proposal to take any of such actions (and to provide the Directing Holder with such information requested by such
Directing Holder as may be necessary in the reasonable judgment of such Directing Holder in order to make a judgment) and to receive
the written approval of the Directing Holder (which approval may be withheld in its sole discretion);


(c)               
If the Directing Holder fails to notify the Lead Securitization Note Holder (or the Servicer on its behalf) of its approval
or disapproval of any such Major Decision within ten (10) Business Days after delivery to the Directing Holder by the Lead Securitization
Note Holder (or the Servicer on its behalf) of written notice (“Action Notice”) of such a Major Decision (which
notice shall contain a legend, in capitalized, bold-faced type containing the following statement as the top of the first page:
“THIS IS A REQUEST FOR MAJOR DECISION APPROVAL. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED MAJOR
ACTION WITHIN TEN (10) BUSINESS DAYS, SUCH MAJOR DECISION WILL BE DEEMED APPROVED BY THE DIRECTING HOLDER”) together with
any information requested by the Directing Holder pursuant to Section 21(b) or this Section 21(c), then if the Directing
Holder fails to approve or reject the Major Decision within such ten (10) Business Day period, the Directing Holder’s approval
will be deemed to have been given for such Major Decision (provided, that if the Directing Holder has failed to notify the Lead
Securitization Note Holder (or the Servicer on its behalf) of its approval or disapproval of any such Major Decision within five
(5) Business Days following the delivery of the related Action Notice together with any information requested by the Directing
Holder pursuant to Section 21(b) or this Section 21(c), the Lead Securitization Note Holder (or the Servicer on its
behalf) will be required to promptly provide to the Directing Holder a second Action Notice bearing the same legend as the first
Action Notice). Notwithstanding the foregoing, any amounts funded by any Holder under the Loan Documents as a result of (i) the
making of any protective Advances or (ii) interest accruals or accretions and any compounding thereof (including default interest)
with respect to the Notes shall not at any time be deemed to require prior notice to the Directing Holder (except as otherwise
expressly required by this Agreement) or otherwise contravene this subsection. To the extent the Borrower requests or the Servicer
or Special Servicer structures, as part of a workout or otherwise, an extension of the Mortgage Loan for two or more years beyond
the Maturity Date, the Servicer or Special Servicer, as applicable, shall obtain the prior written consent of the Lead Securitization
Note Holder (in the same manner as the Directing Holder) in addition to the consent of the Directing Holder. The provisions of
this Section 21(c) shall be of no further force and effect from and after the Lead Securitization Date, and the analogous
provisions of the Servicing Agreement shall control.


(d)              
With respect to any proposed action requiring consultation with or approval of the Directing Holder pursuant to Section
21(b), the Lead Securitization Note Holder (or the Servicer on its behalf) shall prepare a summary of such proposed action
and an analysis of whether or not such action is reasonably likely to produce a greater recovery on a present value basis than
not taking such action, setting forth the basis on which the Lead Securitization Note Holder (or the Servicer on its behalf) made
such




    		46 	
 Co-Lender Agreement
(Grace Building)
 



    


    

determination, and shall promptly provide
to each Holder copies of such summary and any other material documents and items reasonably necessary to make such determination
by hard copy or electronic means on a timely basis. If any such proposed action is disapproved by the Directing Holder, the Servicer
shall propose an alternate action (based on any counter-proposals received from the Directing Holder, to the extent such counter-proposal
is consistent with Section 21(d) or, if no such counter-proposal is received by the Servicer when the disapproval of the
Directing Holder is delivered to the Servicer, then based on any alternate course of action that the Lead Securitization Note Holder
(or the Servicer on its behalf) may deem appropriate) until the approval of the Directing Holder is obtained; provided that if
the Servicer and Directing Holder do not agree on a proposed course of action within sixty (60) days after the date on which the
Servicer first proposed a course of action and the counter-proposals received from the Directing Holder would, in the judgment
of the Special Servicer, be permitted to be ignored by the Special Servicer in accordance with clause (f) below), then after
giving due consideration (subject to Section 21(d) hereof) to the alternatives and counterproposals, if any, provided by
the Directing Holder the Lead Securitization Note Holder (or the Servicer on its behalf) shall take such action as it deems appropriate
in accordance with Accepted Servicing Practices. Notwithstanding the foregoing, if in accordance with Accepted Servicing Practices,
(i) the Lead Securitization Note Holder (or the Servicer on its behalf) determines that emergency action is necessary to protect
the Property or the interests of the Holders (as a collective whole) at a time earlier than the time that such Servicer would otherwise
be entitled to take such action pursuant to this Section 21(d) or otherwise under this Agreement and (ii) such action requires
consultation with and/or consent of the Directing Holder, then it shall contact the Directing Holder (by telephone, email or fax)
promptly and shall discuss (unless the Directing Holder and the Lead Securitization Note Holder, as applicable, shall fail to respond
in a reasonable time frame under the circumstances) the proposed action with such Directing Holder and the Lead Securitization
Note Holder, as applicable, and, if the consent of the Directing Holder would ordinarily be required, attempt to reach agreement
within the revised time frame prior to taking the proposed action, but shall be entitled to take the necessary emergency action
within the necessary time frame regardless of whether it has been able to contact or obtained the agreement of the Directing Holder
and the Lead Securitization Note Holder. If such emergency action is taken, the Lead Securitization Note Holder (or the Servicer
on its behalf) will promptly notify the Directing Holder of the action so taken, the Servicer’s reasons for determining that
immediate action was necessary and how the action differs from the proposed actions, if any, that had theretofore been approved
by the Directing Holder. The provisions of this Section 21(d) shall be of no further force and effect from and after the
Lead Securitization Date, and the analogous provisions of the Servicing Agreement shall control.


(e)               
The Lead Securitization Note Holder (or the Servicer on its behalf) shall be required to provide copies to each Non-Controlling
Holder of any notice, information and report that is required to be provided to the Directing Holder pursuant to the Servicing
Agreement with respect to any Major Decisions within the same time frame such notice, information and report is required to be
provided to the Directing Holder, and the Special Servicer shall be required to consult with each Non-Controlling Holder on a strictly
non-binding basis, to the extent having received such notices, information and reports, any Non-Controlling Holder requests consultation
with respect to any such Major Decisions, and consider alternative actions recommended by such Non-Controlling Holder; provided
that after the expiration of a period of ten (10) Business Days from the delivery to any Non-Controlling Holder by the Lead Securitization
Note Holder (or the Servicer on its behalf) of written notice of a proposed action, together with copies of the notice, information
and reports, the Lead Securitization Note Holder (or the Servicer on its behalf) shall no longer be obligated to consult with such
Non-Controlling Holder, whether or not such Non-Controlling Holder has responded within such ten (10) Business Day period (unless,
the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such
ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery of all information relating
thereto). Notwithstanding the consultation rights of each Non-Controlling Holder set forth in the immediately preceding sentence,
the Lead Securitization Note Holder (or the Servicer on its behalf) may make any Major Decision before the expiration of the aforementioned




    		47 	
 Co-Lender Agreement
(Grace Building)
 



    


    

ten (10) Business Day period if the
Lead Securitization Note Holder (or the Servicer on its behalf) determines that immediate action with respect thereto is necessary
to protect the Property or the interests of the Holders (as a collective whole).


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


(f)               
Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Directing Holder, as contemplated
by this Section 21, or no advice, direction or objection, if any, from or by any Non-Controlling Holder, may (and the related
Holder (or the Servicer on its behalf) shall ignore and act without regard to any such advice, direction or objection that such
Holder (or Servicer on its behalf) has determined, in its reasonable, good faith judgment, would): (i) require or cause such Holder
(or the Servicer on its behalf) to violate applicable law, the terms of the Loan Documents or any section of this Agreement or
any Servicing Agreement, including such Servicer’s obligation to act in accordance with Accepted Servicing Practices, (ii)
result in the imposition of federal income tax on any Securitization Trust, cause any REMIC to fail to qualify as a REMIC, (iii)
expose any Securitization Trust, any certificateholder of any related Securitization, the Depositor or the depositor of any Non-Lead
Securitization, the Holders, the Servicer, the Trustee or the trustee of any Non-Lead Securitization, the Certificate Administrator
or any certificate administrator of any Non-Lead Securitization, the operating advisor of any Non-Lead Securitization or their
respective Affiliates, members, managers, officers, directors, employees or agents, to any material claim, suit or liability or
(iv) materially expand the scope of the Servicer’s responsibilities under this Agreement or the related Servicing Agreement.


(g)               
No Controlling Holder or Directing Holder shall owe any fiduciary duty to the trustee, any servicer, any special servicer,
any certificateholder in any Securitization or the other Holders. No Controlling Holder or Directing Holder shall have any liability
to any of the trustee, any servicer, any special servicer, any certificateholder in any Securitization or the other Holders for
any action taken, or for refraining from the taking of any action or the giving of any consent. Each Holder (by acceptance of its
Note) acknowledges and agrees that (i) the Controlling Holder and the Directing Holder may each have relationships and interests
that conflict with those of certificateholders in any Securitization and/or the other Holders; (ii) the Controlling Holder and
the Directing Holder may act solely in their respective interests; (iii) the Controlling Holder and the Directing Holder do not
have any duties to any Securitization Trust, the certificateholders in any Securitization or the other Holders; (iv) each of the
Controlling Holder and the Directing Holder may take actions that favor interests of itself over the interests of the certificateholders
in any Securitization and/or the other Holders; (v) neither the Controlling Holder nor the Directing Holder will have any liability
whatsoever to any Securitization Trust, any party to the Lead Securitization Servicing Agreement, any party to any Non-Lead Securitization
Servicing Agreement, the certificateholders in any Securitization or the other Holders or any other person (including the Borrowers)
for having acted in accordance with or as permitted under the terms of the Lead Securitization Servicing Agreement and this paragraph;
and (vi) the certificateholders in any Securitization or the other Holders may not take any action whatsoever against the Controlling
Holder or the Directing Holder or any of the respective affiliates, directors, officers, shareholders, members, partners, agents
or principals thereof as a result of the Controlling Holder or the Directing Holder having acted in accordance with the terms of
and as permitted under the Lead Securitization Servicing Agreement and this paragraph.


(h)              
The Controlling Holder shall have the right at any time and from time to time, with or without cause, to replace the Special
Servicer then acting with respect to the Mortgage Loan and appoint




    		48 	
 Co-Lender Agreement
(Grace Building)
 



    


    

a replacement Special Servicer in lieu
thereof. Any such replacement Special Servicer shall be a Qualified Servicer in accordance with this Section 21(h). The
Controlling Holder shall designate a Person to serve as Special Servicer by delivering to the Non-Controlling Holders, the Servicer
and the then existing Special Servicer a written notice stating such designation and by satisfying the other conditions required
under the Servicing Agreement (including a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), and
by delivering to Holder that is a Non-Lead Securitization a Rating Agency Confirmation with respect to any rated securities issued
in such Non-Lead Securitization. The Controlling Holder shall promptly pay any expenses incurred by the Lead Securitization Note
Holder (or the Servicer on its behalf) in connection with such replacement. The Controlling 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 21(h). The fees payable to any replacement Special Servicer contemplated in this Section
21(h) at any time, from and after the Lead Securitization, when the Lead Securitization Servicing Agreement is no longer in
effect, shall be at then market rates for such services. Upon the occurrence of the Lead Securitization governing the servicing
of the Mortgage Loan, the initial Special Servicer designated in the applicable Lead Securitization Servicing Agreement shall serve
as the initial Special Servicer. If a Special Servicer Termination Event on the part of the Special Servicer has occurred that
affects the Non-Controlling Holder, the Non-Controlling Holder shall have the right to direct the Trustee (or at any time that
the Mortgage Loan is no longer included in a Securitization, the Controlling Holder) to terminate the Special Servicer under the
applicable Servicing Agreement solely with respect to the Mortgage Loan pursuant to and in accordance with the terms of the Servicing
Agreement. The Controlling Holder and the Non-Controlling 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 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 Holder. From and after the Lead Securitization Date, the termination and replacement of the Special Servicer
shall be governed by the Lead Securitization Servicing Agreement.


(i)                
[Reserved].


(j)                
Notwithstanding the foregoing, within ten (10) Business Days after receipt by the Note B-1 Holder, the Note B-2 Holder,
the Note B-3 Holder or the Note B-4 Holder of notice indicating that such Note B Holder is no longer the Controlling Holder, such
Note B Holder may, at its option, post with the Lead Securitization Note Holder (or, if a Securitization has occurred, with the
applicable Master Servicer, Special Servicer, or Trustee) (i) cash collateral for the benefit of, and reasonably acceptable to
the Lead Securitization Note Holder, the Servicer or the Special Servicer, as the case may be, or (ii) a Letter of Credit (in each
case, if there has been a Securitization, together with documentation reasonably acceptable to the Lead Securitization Note Holder,
the Servicer or the Special Servicer to create and perfect a first priority security interest in favor of the Securitization in
such collateral) (to be held by Lead Securitization Note Holder in a segregated securities account solely and exclusively in the
name of each Note A Holder, meeting the Rating Agency criteria for an “eligible account” on behalf of each Note A Holder)
in an amount which, when added to and for this purpose considered a part of the appraised value of the Property, will cause the
related Note B Holder to remain the Controlling Holder (such cash or Letter of Credit, “Reserve Collateral”).
The applicable Note B Holder may make such election upon written notice to the Lead Securitization Note Holder of its intention
to post Reserve Collateral, and upon notifying Lead Securitization Note Holder of such intention, such Note B Holder shall post
such Reserve Collateral as quickly as practicable (but in no event more than three (3) Business Days following the receipt of the
above notice) by delivering such Reserve Collateral to Lead Securitization Note Holder. The applicable Note B Holder shall grant
to and create in favor of each Note A Holder a first priority perfected pledge and security interest in the Reserve Collateral
in a manner reasonably satisfactory to Lead Securitization Note Holder. Lead Securitization Note Holder will require an opinion,
in form and substance and from counsel reasonably acceptable to Lead Securitization Note Holder, regarding the validity, perfection
and priority of




    		49 	
 Co-Lender Agreement
(Grace Building)
 



    


    

each Note A Holder’s interest
in any Reserve Collateral. In addition, the applicable Note B Holder shall pay or cause to be paid any and all reasonable out of
pocket costs and expenses incurred by each Note A Holder (and any servicing party on its behalf) associated with the delivery and/or
pledge of such Reserve Collateral, including the costs and expenses of any opinion of counsel. Upon the posting of such Reserve
Collateral and satisfaction of the other conditions set forth above, the applicable Note B Holder shall be entitled to exercise
all of the rights of the Controlling Holder hereunder; provided, however, that such posting of such collateral and such satisfaction
of conditions shall not prevent such Note B Holder from losing its status as the Controlling Holder again (provided that such collateral
shall be taken into account in determining the Property’s value when calculating whether such Note B Holder is no longer
the Controlling Holder), in which event the foregoing provisions of this paragraph shall not again apply and such Note B Holder
shall not again be entitled to post Reserve Collateral. Any Reserve Collateral shall be treated as an “outside reserve fund”
for purposes of the REMIC provisions of the Internal Revenue Code of 1986, as amended, and such property (and the right to reimbursement
of any amounts with respect thereto from a REMIC) shall be beneficially owned by such Note B Holder, who shall be taxed on all
income with respect thereto. The provisions of this Section 21(j) shall be of no further force and effect from and after
the Lead Securitization Date.


(k)              
Following a Final Recovery Determination (as defined in the Lead Securitization Servicing Agreement) with respect to the
Mortgage Loan and application of all proceeds of the liquidation of the Mortgage Loan, the Property or any REO Property, the Lead
Securitization Note Holder (or the Servicer on its behalf) shall be entitled to draw on or liquidate the Reserve Collateral and
apply the proceeds thereof to reimburse each Note A Holder for any Trust Fund Expense or Realized Loss borne or experienced by
each Note A Holder, plus interest thereon from the date such Trust Fund Expenses or Realized Loss was borne or experienced to the
date of reimbursement. Within ten (10) Business Days following such Final Recovery Determination and application, the Lead Securitization
Note Holder (or the Servicer on its behalf) shall pay any remaining portion of such proceeds of the Reserve Collateral to the Note
B Holder. The provisions of this Section 21(k) shall be of no further force and effect from and after the Lead Securitization
Date.


(l)                
Notwithstanding the foregoing, if a Letter of Credit is posted as Reserve Collateral, then the related Note B Holder shall
provide a replacement Letter of Credit from an Approved Bank in form and substance satisfactory to Lead Securitization Note Holder
and each of such Rating Agencies (i) at least fifteen (15) Business Days before the expiration of the delivered Letter of Credit,
and (ii) if the issuer of such Letter of Credit is at any time not an Approved Bank, within five (5) Business Days following written
notice from Lead Securitization Note Holder to such effect. If the related Note B Holder does not affect such a replacement within
the periods set forth in the preceding sentence, the Lead Securitization Note Holder shall be entitled immediately thereupon to
draw on such Letter of Credit to the full extent of the amount then remaining available thereunder, in which case Lead Securitization
Note Holder shall hold the proceeds of such draw as Reserve Collateral and shall be entitled to hold and apply such Reserve Collateral
in the manner and for the purposes otherwise set forth above and below. The provisions of this Section 21(l) shall be of
no further force and effect from and after the Lead Securitization Date.


22.             
Further Assurances. Each Holder acknowledges and agrees that each Holder may sell all or any portion of its respective
Note, subject to the rights of the other Holders and the terms of this Agreement, and the related Loan Documents in connection
with the related Securitization. At the request and at the sole cost and expense of a requesting Holder, and to the extent not
already required to be provided by the other Holders under this Agreement, each Holder shall reasonably cooperate with such requesting
Holder and take such steps as may be reasonably required by such requesting Holder or any Rating Agency in order to satisfy the
market standards to which the requesting Holder customarily adheres or which may be reasonably required by the Rating Agencies
in connection with the related Securitization. Such cooperation shall include, without limitation, each Holder’s agreement
to:




    		50 	
 Co-Lender Agreement
(Grace Building)
 



    


    

(a)               
 execute such amendments to this Agreement as may be requested by the requesting Holder or the Rating Agencies to effect
the related Securitization, provided that no such amendments shall materially and adversely affect any of the rights or remedies
granted to any Note A Holder or Note B Holder hereunder (including, without limitation, the timing and amount of payment and the
rights granted to a “Controlling Holder” or “Directing Holder”) or increase the obligations of such Holder
hereunder;


(b)              
cooperate with the reasonable requests from third-party service providers engaged by the requesting Holder to obtain, collect,
and deliver information requested or required by such Note A Holder or the Rating Agencies in connection with the Holders, the
Notes or the Mortgage Loan; and


(c)               
execute amendments to the Loan Documents to further sever the Notes.


Notwithstanding the
foregoing, in no event shall any Holder take any action or refrain from taking any action that would violate any law of any applicable
jurisdiction, would be inconsistent with Accepted Servicing Practices or would violate the REMIC Provisions of the Servicing Agreement
or any other provision of this Agreement or the Servicing Agreement.


23.             
Reserved.


24.             
No Pledge or Loan. This Agreement shall not be deemed to represent a pledge of any interest in the Mortgage Loan
by any one or more Holders to any one or more other Holders, or a loan from any one or more Holders to any one or more other Holders.
The Note B Holder shall have not any interest in any property taken as security for the Mortgage Loan; provided, however,
that if any such property or the proceeds thereof shall be applied in respect of payments due under the Mortgage Loan, then the
Note B Holder shall be entitled to receive its share of such application in accordance with the terms of this Agreement and/or
the Servicing Agreement.


25.             
Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE. 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.


26.             
Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed
by the parties hereto. The party seeking modification of this Agreement shall be solely responsible for any and all reasonable
expenses that may arise in order to modify this Agreement. Additionally, from and after a Securitization, the Holders shall not
amend or modify this Agreement without first receiving (a) an opinion of counsel experienced in REMIC matters that such amendment
or modification, in and of itself, would not adversely affect the REMIC status of the Mortgage Loan or this Agreement, and (b)
a Rating Agency Confirmation, except that no Rating Agency Confirmation shall be required in connection with a modification (i)
prior to the Lead Securitization Date, (ii) to cure any ambiguity, to correct or supplement any provision herein that may be defective
or inconsistent with any other provisions herein or with the Servicing Agreement, or (iii) 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, and
(c) if such modification, cancellation or termination would adversely affect the rights or materially affect the duties of any
Servicer or Trustee, the written consent of such affected party.




    		51 	
 Co-Lender Agreement
(Grace Building)
 



    


    

27.             
 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; provided, that no successors or assigns of any Initial Note
A Holder or Initial Note B Holder shall have any liability for a breach of representation or warranty set forth in this Agreement.
Each Servicer and Trustee (if any) and each servicer and trustee of any Non-Lead Securitization is an intended third-party beneficiary
of this Agreement. Except as provided in Section 8 and the preceding sentence, none of the provisions of this Agreement
shall be for the benefit of or enforceable by any Person not a party hereto or a successor or assign of a party hereto.


28.             
Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be
an original and all of which when taken together shall constitute one and the same instrument, and the words “executed,”
“signed,” “signature,” and words of like import as used above and elsewhere in this Agreement or in any
other certificate, agreement or document related to this transaction shall include, in addition to manually executed signatures,
images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”,
“tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol,
or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent
to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other
record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity
and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted
by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic
Transactions Act or the Uniform Commercial Code. Neither this Agreement nor any term hereof may be amended, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the amendment, waiver,
discharge or termination is sought. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof. This Agreement supersedes all prior discussions and agreements between the parties with respect to the
subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter
hereof.


29.             
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.


30.             
Notices. All notices required hereunder shall be given by (a) telephone (confirmed in writing) or shall be in writing
and personally delivered, (b) sent by facsimile transmission if the sender on the same day sends a confirming copy of such notice
by reputable overnight delivery service (charges prepaid), (c) reputable overnight delivery service (charges prepaid) or (d) 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 or, if mailed, upon the earlier to occur of receipt
or the expiration of the fourth (4th) day following the date of mailing.


31.             
Holder’s Access to Information. The Lead Securitization Note Holder (or the Interim Servicer) shall provide
to the other Holders and, from and after the Lead Securitization Date, the Lead Securitization Servicing Agreement shall provide
that such other Holders shall have access to, upon written request to the Servicer or the Trustee, as applicable, subject to any
restrictions on the distribution of such information contained in the Lead Securitization Servicing Agreement, (a) a summary of
the current status of principal and interest payments on the Mortgage Loan, (b) copies of the Borrower’s current




    		52 	
 Co-Lender Agreement
(Grace Building)
 



    


    

financial statements, to the extent
in the Servicer’s possession, (c) the most recent appraisal, if any, as to the value of the Property, to the extent in the
Servicer’s possession, (d) a copy of the Lead Securitization Servicing Agreement, (e) copies of any default or acceleration
notices sent to the Borrower with respect to the Mortgage Loan and all material correspondence related thereto, (f) material notices
delivered to any Servicer by the Borrower, (g) copies of each other report provided to the certificateholders in accordance with
the express terms of the Lead Securitization Servicing Agreement (but only to the extent such other reports relate to the Mortgage
Loan or the Borrower), and (h) other information with respect to the Borrower or the Mortgage Loan, reasonably requested by such
other Holder, to the extent required to be provided by the Servicer under the Lead Securitization Servicing Agreement and in the
Servicer’s possession or reasonably obtainable by the Servicer, in each case at the sole cost and expense of such other Holder,
to the extent not included in the regular fees and charges of the Servicer (with respect to all out-of-pocket and the reasonable
administrative and photocopying costs of the Servicer).


32.             
Custody of Loan Documents. Prior to the Lead Securitization Date, the originals of all of the Loan Documents (other
than the Notes, which will be held by the Holders thereof) will be held by a third-party custodian jointly selected by the Holders.
From and after the Lead Securitization Date, originals of all of the Loan Documents (other than the Non-Lead Securitization Notes
not included in the Lead Securitization, which will be held by the Holders thereof) shall be held by the Servicer, Trustee or custodian
on its behalf, or other applicable Person under the Lead Securitization Servicing Agreement.


33.             
Statement of Intent. It is the intention of the parties hereto that, for purposes of federal income taxes, state
and local income and franchise taxes and any other taxes imposed upon, measured by or based upon gross or net income, this Agreement
shall be treated as creating a “grantor trust” (within the meaning of Code Section 671). The terms of this Agreement
shall be interpreted to further this intention of the parties. The parties hereto agree that, unless otherwise required by appropriate
tax authorities, the Lead Securitization Note Holder (or the Trustee (if any) or any other party so designated under the Lead Securitization
Agreement on its behalf) shall file or cause to be filed annual or other necessary returns, reports and other forms consistent
with such intended characterization. Each other Holders by its acceptance of its interest herein, agrees, unless otherwise required
by appropriate tax authorities, to file its own tax returns and reports in a manner consistent with such characterization. If the
Internal Revenue Service were to characterize this Agreement as a partnership for federal income tax purposes, then each such other
Holders authorizes and directs the Lead Securitization Note Holder to elect out of partnership accounting pursuant to Treasury
Regulation Section 1.761-2, and agrees to file its own tax returns and reports in a manner consistent therewith.


34.             
Powers. Except as expressly provided herein, the grantor trust created pursuant to this Agreement will not engage
in any activity that is inconsistent with the classification of this arrangement as a grantor trust for federal income tax purposes.
Further, this grantor trust shall not (a) acquire any additional assets or (b) modify (or agree to the modification of) or dispose
of its assets other than pursuant to the terms hereof. The grantor trust shall take no action (or fail to take any action) that
will cause it (by the taking or by the failure to take, as the case may be) to be classified as other than a grantor trust for
federal income tax purposes.


35.             
Servicers of the Mortgage Loan. Wells Fargo Bank, National Association is hereby appointed by the Holders as the
interim servicer of the Mortgage Loan. From and after the Lead Securitization Date, pursuant to this Agreement and the Lead Securitization
Servicing Agreement, Wells Fargo Bank, National Association will be appointed as the initial master servicer of the Trust Loan
and the primary servicer of the Mortgage Loan and Situs Holdings, LLC will be appointed as the initial special servicer of the
Mortgage Loan. Prior to the Lead Securitization Date, the Lead Securitization Note Holder shall have the right to appoint and remove
the Interim Servicer with or without cause under this Agreement and from and after the Lead Securitization Date, the Lead Securitization
Note Holder shall have the right




    		53 	
 Co-Lender Agreement
(Grace Building)
 



    


    

to appoint and remove the Master Servicer
and the Special Servicer in accordance with 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 Servicer and/or the Special Servicer (except
as set forth in the preceding sentence) and, to the extent applicable, the Certificate Administrator, the Trustee or the paying
agent on behalf of the Lead Securitization Note Holder and the other Holders agree to cooperate with any such Persons with respect
to its exercise of such rights and obligations.


36.             
Registration of Transfers. The Lead Securitization Note Holder (or the applicable Servicer or the Trustee on its
behalf) shall maintain a register on which it shall record the names and addresses of, and wire transfer instructions for, the
Holders from time to time, to the extent such information is provided in writing to it by any other Holders. Any transfer of a
Note hereunder shall be recorded on such register. The transferring Holder (or the transferee) shall reimburse the Lead Securitization
Note Holder for the Lead Securitization Note Holder’s reasonable third party out-of-pocket costs and expenses (including
reasonable attorneys’ fees and disbursements) incurred in connection with the terms of this Section 36.


37.             
Non-Recourse Obligations of the Holders. Notwithstanding anything to the contrary contained herein or the Servicing
Agreement (but subject to Section 10 and Section 40 hereof), no Holder shall be personally liable hereunder or under
the Servicing Agreement other than to the extent of cash, property or other value realized or derived from its Note either (a)
prior to its disbursement and receipt by the Holder or (b) after its receipt by the Holder under the circumstances and to the extent
provided under Section 8(b) hereof.


38.             
Reserved.


39.             
Withholding Taxes.


(a)               
If the Lead Securitization Note Holder or the Borrower shall be required by law to deduct and withhold taxes from interest,
fees or other amounts payable to the other Holders with respect to the Mortgage Loan as a result of such Holder constituting a
non-exempt person, the Servicer shall be entitled to do so with respect to such Holder’s interest in such payment (all withheld
amounts being deemed paid to such Holder), provided that the Servicer shall furnish such 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 Holder to seek any allowable credits or deductions for the taxes so withheld in each jurisdiction in which such Holder is
subject to tax.


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




    		54 	
 Co-Lender Agreement
(Grace Building)
 



    


    

(c)               
 Each Holder represents to the Lead Securitization Note Holder (for the benefit of the Borrower) that it is not a non-exempt
person and that neither the Lead Securitization Note Holder nor the 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 Holder shall deliver to the Lead Securitization
Note Holder, or the Servicer, as applicable, evidence satisfactory to the Lead Securitization Note Holder substantiating that it
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 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 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 Borrower is treated for United States income tax purposes
as derived in whole or part from sources within the United States, such 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-8BEN or Form W-8BEN-E,
as applicable, or successor forms, as may be required from time to time, duly executed by such Holder, as evidence of such 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 to each other Holder in respect of its Note or otherwise until such Holder shall have furnished to
the Lead Securitization Note Holder the requested forms, certificates, statements or documents.


40.             
Cooperation in Securitization; Re-Sizing of A Note; Provisions Relating to Securitization.


(a)               
In connection with the Lead Securitization or any Non-Lead Securitization, Note B Holders hereby consent to the inclusion
in any disclosure document relating to the Lead Securitization or such Non-Lead Securitization of the identity of the Note B Holders
and the identification of other Persons that control the related B Note (other than the identification of its limited partners
or other non-controlling investors). Note B Holders covenant and agree that in the event any A Note is to be included as an asset
of the Lead Securitization or any Non-Lead Securitization, Note B Holders shall, at the related Initial Note A Holder’s sole
cost and expense (including, without limitation, attorneys’ fees and disbursements reasonably incurred by Note B Holders)
and request, (i) meet with representatives of the Rating Agencies to discuss the business and operations of Note B Holders, (ii)
cooperate with the reasonable requests of each Rating Agency and such Initial Note A Holder in connection with the Lead Securitization
or such Non-Lead Securitization, as well as in connection with all other matters and the preparation of any offering documents
thereof and (iii) review and respond promptly with respect to any information (except as permitted above) relating to Note B Holders
in the Lead Securitization or such Non-Lead Securitization document.


(b)              
Notwithstanding any other provision of this Agreement, for so long as any Initial Holder or any affiliate thereof (an “Initial
Holder Entity”) is the owner of an A Note (each, an “Owned Note”), such Initial Holder Entity shall
have the right, subject to the terms of the Loan Documents, to cause the Borrower to execute amended and restated notes or additional
notes (in either case, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing
an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding
principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such
amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have
the same weighted average interest rate as the Notes prior to such amendments, (iii) all New Notes pay pro rata and on a
pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement,
(iv) the Initial Holder Entity




    		55 	
 Co-Lender Agreement
(Grace Building)
 



    


    

holding the New Notes shall notify the
Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing
of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate Accepted
Servicing Practices. If the Lead Securitization Note Holder so requests, the Initial Holder 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. In connection with the foregoing (provided the conditions set forth in clauses (i) through (v) above
are satisfied, with respect to clauses (i) through (iv), as certified by the applicable Initial Holder Entity, on
which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments
to the Loan Documents and this Agreement on behalf of any or all of the Holders, as applicable, solely for the purpose of reflecting
such reallocation of principal.


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


(i)                
the Master Servicer, Special Servicer and Trustee for such Lead Securitization shall be required to notify the master servicer,
the special servicer and the trustee under each Non-Lead Securitization Servicing Agreement of the amount of any P&I Advance
it has made with respect to the Lead Securitization Notes included in the Lead Securitization Trust or Property Advances it has
made with respect to the Property within two (2) Business Days of making any such advance;


(ii)              
if the Master Servicer determines that a proposed P&I Advance or Property Advance, 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 the servicers under any Non-Lead Securitization Servicing Agreement written notice of such determination
within two (2) Business Days after such determination was made and such determination with regard to any Property Advance shall
be binding on the servicers under the Non-Lead Securitization Servicing Agreement;


(iii)            
the Master Servicer shall remit all payments received (or advanced) with respect to each Non-Lead Securitization Notes,
net of the Servicing Fee payable with respect to each such Note, and any other applicable fees and reimbursements payable to the
Master Servicer, the Special Servicer and the Trustee, to the Holders of such Notes on or prior to the Remittance Date;


(iv)            
with respect to each other Note that is held by a Non-Lead Securitization, the Master Servicer shall make available all
reports constituting the “CREFC® Investor Reporting Package (CREFC® IRP)” (excluding
any templates) pursuant to the terms of the Lead Securitization Servicing Agreement;


(v)              
the Master Servicer and Special Servicer shall provide to each Holder of a Non-Lead Securitization Note all documents and
other information regarding the Mortgage Loan provided to the “Controlling Class Representative” (or analogous term),
as such term is defined in the Lead Securitization Servicing Agreement, pursuant to the terms and conditions of the Lead Securitization
Servicing Agreement at the time provided to such Controlling Class Representative;


(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 Holders (including the respective trustees
and certificateholders)




    		56 	
 Co-Lender Agreement
(Grace Building)
 



    


    

in accordance with the terms and
provisions of this Agreement, the Lead Securitization Servicing Agreement and Accepted Servicing Practices;


(vii)          
the Holders of the Non-Lead Securitization Notes shall be entitled to the same indemnity by the applicable parties to the
Lead Securitization Servicing Agreement with respect to the Mortgage Loan as the applicable parties to the Lead Securitization
Servicing Agreement are provided with respect to the Mortgage Loan under the Lead Securitization Servicing Agreement; the Master
Servicer, any primary servicer, the Special Servicer, the trustee and the certificate administrator shall be required to indemnify
each “certification party” and the depositors under each Non-Lead Securitization Servicing Agreement related to any
public Non-Lead Securitization to the same extent that they indemnify the Lead Securitization “certification party”
and depositor for their failure to deliver the items in clause (viii) below in a timely manner and for any Deficient Exchange Act
Deliverable (as defined in the Lead Securitization Servicing Agreement or any similar term thereto) 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
of 1933, as amended, the Securities Exchange Act of 1934 (including Rule 15Ga-1), as amended, and Regulation AB, (A) the Master
Servicer, any primary servicer, the Special Servicer and the Trustee, certificate administrator or other party acting as custodian
under the Lead Securitization Servicing Agreement shall be required to (1) 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), in a timely manner, (i) the reports, certifications, compliance statements, accountants’ assessments and
attestations, information to be included in reports (including, without limitation, Form 15G, Form 10-K, Form 10-D and Form 8-K),
and (ii) upon request, any other materials specified in each of the Non-Lead Securitization Servicing Agreements as the parties
to the applicable Non-Lead Securitization may require in order to comply with their obligations under the Securities Act of 1933,
as amended, Securities Exchange Act of 1934 (including Rule 15Ga-1), as amended, and Regulation AB, and any other applicable law,
and (2) to the extent applicable, to cooperate with any depositor in a Non-Lead Securitization in responding to comments from the
Commission regarding any materials provided by such party in the immediately preceding clause (1), and (B) without limiting the
generality of the foregoing, the Depositor for the Lead Securitization shall provide in a timely manner to the depositor and the
trustee for any Non-Lead Securitization a copy of the Lead Securitization Servicing Agreement and each of the Master Servicer,
the Special Servicer, Trustee, certificate administrator or other party acting as custodian for the Lead Securitization will be
required to provide to the depositor, at the expense of the requesting party, and the trustee for any Non-Lead Securitization,
any other disclosure information required pursuant to Regulation AB or the Securities Exchange Act of 1934, as amended, in a timely
manner for inclusion in any disclosure document or Form 8-K filing and market indemnification agreements, opinions and Regulation
AB compliance letters as were or are being delivered with respect to the Lead Securitization. The Master Servicer, any primary
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 (or analogous terms) as such terms are defined in the related Non-Lead
Securitization Servicing Agreement;


(ix)            
each of the Master Servicer, the Special Servicer, the custodian, the Trustee and the certificate administrator and each
Affected Reporting Party (as defined in the Lead Securitization Servicing Agreement) shall cooperate (and require each Servicing
Function Participant (as defined in the Lead Securitization Servicing Agreement) and Additional Servicer (as defined in the Lead
Securitization Servicing Agreement) retained by it to cooperate under any applicable sub-servicing agreement), with each depositor
for a Non-Lead Securitization (including,




    		57 	
 Co-Lender Agreement
(Grace Building)
 



    


    

without limitation, providing
all due diligence information, reports, written responses, negotiations and coordination, and paying all costs and expenses incurred
in connection therewith) to the same extent as such party is required to cooperate with (and pay the expenses of) the Depositor
under the Lead Securitization Servicing Agreement in connection with Deficient Exchange Act Deliverables (as defined in the Lead
Securitization Servicing Agreement);


(x)              
amounts received by the Master Servicer that represent late collections or principal prepayments on the Non-Lead Securitization
Notes, net of any portion thereof payable or reimbursable to any third party in accordance with this Agreement, shall be remitted
by the Master Servicer to the Holders of such Non-Lead Securitization Notes within one (1) Business Day of receipt of properly
identified funds; provided, however, to the extent any such amounts are received after 3:00 p.m. Eastern time on any given Business
Day, the Master Servicer shall use commercially reasonable efforts to remit such late collection or principal prepayments to the
master servicer of any applicable Non-Lead Securitization within one (1) Business Day of receipt of properly identified funds but,
in any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt of properly identified funds;


(xi)            
each Holder of a Non-Lead Securitization Notes is an intended third-party beneficiary in respect of the rights afforded
them under the Lead Securitization Servicing Agreement and the related non-lead master servicers will be entitled to enforce the
rights of the Holders of the Non-Lead Securitization Notes under this Agreement and the Lead Securitization Servicing Agreement;


(xii)          
each master servicer, special servicer and trustee under any Non-Lead Securitization Servicing Agreement shall 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 such master servicer, special servicer or trustee, as the case may be, and the provisions regarding
coordination of advances made in respect of any Note under the Lead Securitization Servicing Agreement and any Non-Lead Securitization
Servicing Agreement, as applicable;


(xiii)        
if the Mortgage Loan becomes a Specially Serviced Mortgage Loan and the Special Servicer determines to sell any of the Lead
Securitization Notes in accordance with the Lead Securitization Servicing Agreement, it shall have the right and the obligation
to sell all 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 each Non-Controlling Holder of the planned sale
and of such Non-Controlling Holder’s opportunity to bid on the Mortgage Loan;


(xiv)        
the Lead Securitization Servicing Agreement shall not be amended in any manner that adversely affects in any material respects
the Holder of the Non-Lead Securitization Notes without the consent of such Holders;


(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 Non-Lead Securitization certificates to the same extent provided with respect to the certificates
issued in connection with the Lead Securitization;


(xvi)        
Servicer Termination Events (as defined in the Lead Securitization Servicing Agreement or analogous term) with respect to
the Master Servicer and the Special Servicer shall include (A) the failure to remit payments to the Holder of any Non-Lead Securitization
Notes as




    		58 	
 Co-Lender Agreement
(Grace Building)
 



    


    

and when required by this Agreement
and the Lead Securitization Servicing Agreement; (B) the qualification, downgrade or withdrawal of ratings of any class of certificates
in any Non-Lead Securitization, publicly citing servicing concerns with the Master Servicer or the Special Servicer, as applicable,
as the sole or material factor in such rating action (and such qualification, downgrade or withdrawal has not been withdrawn within
sixty (60) days of such event); and (C) the failure to provide to the Holder of any Non-Lead Securitization Notes (if and to the
extent required under the Lead Securitization Servicing Agreement) reports required under the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder, within the time necessary for compliance in the Lead Securitization Servicing
Agreement (which shall be sufficient for the Holders of the Non-Lead Securitization Notes to comply with the applicable filing
requirements). Upon the occurrence of a Servicer Termination Event with respect to a Holder of any Non-Lead Securitization Notes,
the related Trustee under the Lead Securitization shall, upon the direction of the Holder of such Non-Lead Securitization Notes,
require (i) in the case of a Servicer Termination Event relating to the Master Servicer, the appointment of a subservicer with
respect to the related Note or (ii) in the case of a Servicer Termination Event relating to the Special Servicer, the termination
of the Special Servicer;


(xvii)      
the Special Servicing Fee for the Mortgage Loan and any related REO Property shall be calculated at a rate not in excess
of 15 basis points (0.15%) per annum and shall accrue only while the Mortgage Loan is specially serviced or after the Property
has become REO Property;


(xviii)    
subject to various adjustments and caps provided for in the Lead Securitization Servicing Agreement, the Liquidation Fee
for the Mortgage Loan if it is a Specially Serviced Mortgage Loan or REO Property as to which a Liquidation Fee is payable shall
not exceed 0.25% of the proceeds of a full, partial or discounted payoff or the Net Liquidation Proceeds (as defined in the Lead
Securitization Servicing Agreement) related to a liquidation or repurchase of the Mortgage Loan, in each case exclusive of any
portion of such payoff or Net Liquidation Proceeds (as defined in the Lead Securitization Servicing Agreement) that represents
Penalty Charges;


(xix)        
subject to various adjustments and caps provided for in the Lead Securitization Servicing Agreement, the Workout Fee (as
defined in the Lead Securitization Servicing Agreement) for the Mortgage Loan shall not exceed 0.25% of each collection of interest
and principal on the Mortgage Loan;


(xx)          
the Trustee under the Lead Securitization Servicing Agreement shall promptly notify the trustee and the master servicer
under any Non-Lead Securitization Servicing Agreement of any resignation, termination or replacement of the Master Servicer, the
Special Servicer or an applicable primary servicer or the effectiveness of any designation of a new Master Servicer, Special Servicer
or applicable primary servicer (together with the relevant contact information); and


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


(d)              
Each Holder of a Non-Lead Securitization Note acknowledges and agrees that it shall cause the Non-Lead Securitization Servicing
Agreement related to the Non-Lead Securitization that includes its Non-Lead Securitization Notes to provide that:


(i)                
the applicable master servicer, special servicer and trustee for such Non-Lead Securitization shall be required to notify
the master servicer, special servicer and trustee of the Lead Securitization and each other Non-Lead Securitization of any monthly
principal and interest




    		59 	
 Co-Lender Agreement
(Grace Building)
 



    


    

advance it has made with respect
to the applicable Note included in such Non-Lead Securitization within two Business Days of making such advance;


(ii)              
if the applicable master servicer, special servicer or trustee determines that a proposed monthly principal and interest
advance with respect to the related Note, if made, or any outstanding monthly principal and interest advance previously made, would
be, or is, as applicable, a “nonrecoverable advance,” the master servicer shall provide the Master Servicer and each
master servicer in any other Non-Lead Securitization written notice of such determination within two (2) Business Days after such
determination was made;


(iii)            
if the related Holder of such Note is responsible for its proportionate share of any Nonrecoverable Property Advances (or
any other portion of a Nonrecoverable Property Advance) (and Advance Interest Amount thereon) or other fee or expense pursuant
to Section 9, and that if funds received with respect to such Note are insufficient to cover such amounts, the related master servicer
under the related Non-Lead Securitization Servicing Agreement will be required to pay the Master Servicer, Special Servicer or
Trustee under the Lead Securitization Servicing Agreement, as applicable, out of general funds in the collection account (or equivalent
account) established under the related Non-Lead Securitization Servicing Agreement (provided that this clause (iii) shall
not apply to Nonrecoverable P&I Advances relating to any Lead Securitization Notes);


(iv)            
each of the Master Servicer and the Special Servicer shall be indemnified (as and to the same extent the Lead Securitization
Trust is required to indemnify each such party) against any claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments and any other costs, liabilities, fees and expenses, incurred in connection with the Lead Securitization Servicing
Agreement that relate solely to its servicing of the Mortgage Loan, and the master servicer under the related Non-Lead Securitization
Servicing Agreement will be required to reimburse the Master Servicer or Special Servicer under the Lead Securitization Servicing
Agreement, as applicable, out of general funds in the collection account (or equivalent account) established under the related
Non-Lead Securitization Servicing Agreement;


(v)              
(A) each of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement will be a third party
beneficiary under the applicable Non-Lead Securitization Servicing Agreement with respect to any provisions therein relating to
(1) the reimbursement of any Nonrecoverable Property Advances made with respect to applicable Note included in such Non-Lead Securitization
by the Master Servicer or the Trustee under the Lead Securitization Servicing Agreement and (2) as to the Master Servicer only,
the indemnification of the Master Servicer against any claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses, incurred in connection with any Non-Lead Securitization Servicing
Agreement and relating to the applicable Note included in such Non-Lead Securitization and (B) the Special Servicer will be a third
party beneficiary under the related Non-Lead Securitization Servicing Agreement with respect to any provisions therein relating
to (1) the reimbursement of any Nonrecoverable Property Advances made with respect to such Note included in such Non-Lead Securitization
by the Special Servicer (it being understood that the Special Servicer is not required to make any Property Advances) and (2) the
indemnification of the Special Servicer against any claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses, incurred in connection with any Non-Lead Securitization Servicing
Agreement and relating to the applicable Note included in such Non-Lead Securitization; and


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




    		60 	
 Co-Lender Agreement
(Grace Building)
 



    


    

(e)               
 Each Holder of a Non-Lead Securitization Note shall give each of the parties to the Lead Securitization Servicing Agreement
and any related Non-Lead Securitization Servicing Agreement (in each case, that will not also be a party to such Non-Lead Securitization
Servicing Agreement related to the Non-Lead Securitization that will include such Holder’s Non-Lead Securitization Notes)
notice of the related Non-Lead Securitization in writing (which may be by e-mail) not less than 5 Business Days’ prior to
the closing of such Non-Lead Securitization. Such notice shall contain contact information for each of the parties to the applicable
Non-Lead Securitization Servicing Agreement. In addition, after the closing of the applicable Non-Lead Securitization, such Holder
of a Non-Lead Securitization Note shall send (i) a copy of the related Non-Lead Securitization Servicing Agreement to each of the
parties to the Lead Securitization Servicing Agreement and (ii) notice of any subsequent change in the identity of the master servicer
under the Non-Lead Securitization Servicing Agreement or the party designated to exercise the rights of the Non-Controlling Holder
under this Agreement (together with the relevant contact information).


(f)               
Following the closing of the Lead Securitization, upon receipt of written notice (which may be by email) of the closing
of any Non-Lead Securitization, the Depositor shall provide the depositor under the related Non-Lead Securitization Servicing Agreement
with a copy of the Lead Securitization Servicing Agreement in an EDGAR-compatible format.


(g)               
In the event that a Non-Lead Securitization closes prior to the Lead Securitization, the Holder selling its Note into a
Securitization that will be the Lead Securitization shall provide written notice of such Lead Securitization to the depositor and
trustee of each Non-Lead Securitization and, promptly upon the execution of the Lead Securitization Servicing Agreement (but not
later than one (1) Business Day after the day on which such document is executed), shall provide a copy of the Lead Securitization
Servicing Agreement in an EDGAR-compatible format.


[NO FURTHER TEXT ON THIS PAGE]


 




    		61 	
 Co-Lender Agreement
(Grace Building)
 



    


    

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


 


 


	 	BANK OF AMERICA, NATIONAL ASSOCIATION, as an Initial
Note A Holder
	 	 
	 	 By:  	/s/  Leland F. Bunch,
    III
	 	 	Name:  	Leland F. Bunch, III
	 	 	Title: 	Managing Director
	 	 	 	 







	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as an Initial
Note A Holder
	 	 
	 	 By:  	 /s/ Harris Rendelstein
	 	 	Name:  	Harris Rendelstein
	 	 	Title: 	Vice President
	 	 	 	 





	 	COLUMN FINANCIAL, INC., as an Initial Note A Holder
	 	 
	 	 By:  	/s/  David
    Tlusty
	 	 	Name:  	David Tlusty
	 	 	Title: 	Authorized Signatory
	 	 	 	 





	 	DBR INVESTMENTS CO. LIMITED, as an Initial Note A Holder
	 	 
	 	 By:  	 /s/ Matt Smith
	 	 	Name:  	 Matt Smith
	 	 	Title: 	Director
	 	 	 	 





	 	 By:  	 /s/ Natalie Grainger
	 	 	Name:  	Natalie Grainger
	 	 	Title: 	Director 
	 	 	 	 


 


Grace Trust
2020-GRCE – Co-Lender Agreement



    		  	 



    


    

 


 


	 	BANK OF AMERICA, NATIONAL ASSOCIATION, as Initial Note
B-1 Holder
	 	 
	 	 By:  	 /s/  Leland F. Bunch,
    III
	 	 	Name:  	Leland F. Bunch,
    III
	 	 	Title: 	Managing Director
	 	 	 	 





	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Initial
Note B-2 Holder
	 	 
	 	 By:  	 /s/ Harris Rendelstein
	 	 	Name:  	Harris Rendelstein
	 	 	Title: 	Vice President
	 	 	 	 





	 	COLUMN FINANCIAL, INC. as Initial Note B-3 Holder
	 	 
	 	 By:  	 /s/ David Tlusty
	 	 	Name:  	 David Tlusty
	 	 	Title: 	Authorized Signatory
	 	 	 	 








	 	DBR INVESTMENTS CO. LIMITED, as Initial Note B-4 Holder
	 	 
	 	 By:  	 /s/ Matt Smith
	 	 	Name:  	 Matt Smith
	 	 	Title: 	Director
	 	 	 	 





	 	 By:  	 /s/ Natalie Grainger
	 	 	Name:  	Natalie Grainger
	 	 	Title: 	Director 
	 	 	 	 





 Grace Trust
2020-GRCE – Co-Lender Agreement




    		  	 



    


    

SCHEDULE 1


Permitted Fund Managers


	1.                 	AllianceBernstein
	2.                 	Annaly Capital Management
	3.                 	Apollo Real Estate Advisors
	4.                 	Archon Capital, L.P.
	5.                 	AREA Property Partners
	6.                 	Artemis Real Estate Partners
	7.                 	BlackRock, Inc.
	8.                 	Clarion Partners
	9.                 	Colony Northstar, Inc.
	10.             	DLJ Real Estate Capital Partners
	11.             	Dune Real Estate Partners
	12.             	Eightfold Real Estate Capital, L.P.
	13.             	Five Mile Capital Partners
	14.             	Fortress Investment Group, LLC
	15.             	Garrison Investment Group
	16.             	H/2 Capital Partners LLC
	17.             	Hudson Advisors
	18.             	Investcorp International
	19.             	iStar Financial Inc.
	20.             	J.P. Morgan Investment Management Inc.
	21.             	JER Partners
	22.             	Lend-Lease Real Estate Investments
	23.             	Libermax Capital LLC
	24.             	LoanCore Capital
	25.             	Lone Star Funds
	26.             	Lowe Enterprises
	27.             	Normandy Real Estate Partners
	28.             	Och-Ziff Capital Management Group
	29.             	Praedium Group
	30.             	Raith Capital Partners, LLC
	31.             	Rialto Capital Management LLC
	32.             	Rialto Capital Advisors LLC
	33.             	Rockpoint Group
	34.             	Rockwood
	35.             	RREEF Funds
	36.             	Square Mile Capital Management
	37.             	The Blackstone Group
	38.             	The Carlyle Group
	39.             	Torchlight Investors
	40.             	Walton Street Capital, L.L.C.
	41.             	Westbrook Partners
	42.             	Wheelock Street Capital
	43.             	Whitehall Street Real Estate Fund, L.P.



 





    		  	 



    


    

EXHIBIT A


MORTGAGE LOAN SCHEDULE


Part A. Description of Mortgage Loan


	Borrower:	1114 6th Avenue Owner LLC, a Delaware limited liability company
	Date of Mortgage Loan:	November 17, 2020
	Initial Principal Amount of Mortgage Loan:	$1,250,000,000
	Closing Date Loan Principal Balance:	$1,250,000,000
	Location of Property:	New York, New York
	Current Use of Property:	Office
	Loan Interest Rate:	2.6921% per annum (the weighted average of the Note Interest Rates for all of the Notes, weighted according to the principal balances of the Notes), as of the date hereof
	Note Default Interest Rate:	A rate per annum equal to the lesser of (i) the Maximum Legal Rate (as defined in the Loan Agreement) and (ii) 3.0% above the Note Interest Rate otherwise applicable to each Note.
	Maturity Date:	December 6, 2030
	Prepayment Premium:	An amount equal to the greater of (i) the Yield Maintenance Amount, or (ii) 1% of the unpaid principal balance of the Notes as of the repayment date. “Yield Maintenance Amount” means the present value, as of such prepayment date, of the remaining scheduled payments of principal and interest from the prepayment date through the Open Prepayment Date (and including the balloon payment due on the Maturity Date as if such balloon payment was due on the Open Prepayment Date) determined by discounting such payments at the Discount Rate (as defined in the Loan Agreement), less the amount of principal being prepaid on the prepayment date.







    		  	 



    


    

Part B. Description of Notes


	
        Note
	
        Initial Note
        Principal Balance
	
        Initial Percentage

        Interest (approx.)
	
        Note Interest
        Rate (per annum)
	
        Initial Holder
	
        Lead Securitization
        Note (Yes/No)

	Note A-1-1	$114,900,000 	9.2%	2.6921%	BANA	Yes
	Note A-1-2	$75,000,000 	6.0%	2.6921%	BANA	No
	Note A-1-3	$75,000,000 	6.0%	2.6921%	BANA	No
	Note A-2-1	$114,900,000 	9.2%	2.6921%	JPMCB	Yes
	Note A-2-2	$30,000,000 	2.4%	2.6921%	JPMCB	No
	Note A-2-3	$30,000,000 	2.4%	2.6921%	JPMCB	No
	Note A-2-4	$30,000,000 	2.4%	2.6921%	JPMCB	No
	Note A-2-5	$20,000,000 	1.6%	2.6921%	JPMCB	No
	Note A-2-6	$20,000,000 	1.6%	2.6921%	JPMCB	No
	Note A-2-7	$20,000,000 	1.6%	2.6921%	JPMCB	No
	Note A-3-1	$76,600,000 	6.1%	2.6921%	Column	Yes
	Note A-3-2	$30,000,000 	2.4%	2.6921%	Column	No
	Note A-3-3	$30,000,000 	2.4%	2.6921%	Column	No
	Note A-3-4	$20,000,000 	1.6%	2.6921%	Column	No
	Note A-3-5	$20,000,000 	1.6%	2.6921%	Column	No
	Note A-4-1	$76,600,000 	6.1%	2.6921%	DBRI	Yes
	Note A-4-2	$40,000,000 	3.2%	2.6921%	DBRI	No
	Note A-4-3	$30,000,000 	2.4%	2.6921%	DBRI	No
	Note A-4-4	$20,000,000 	1.6%	2.6921%	DBRI	No
	Note A-4-5	$10,000,000 	0.8%	2.6921%	DBRI	No
	Note B-1	$110,100,000 	8.8%	2.6921%	BANA	Yes
	Note B-2	$110,100,000 	8.8%	2.6921%	JPMCB	Yes
	Note B-3	$73,400,000 	5.9%	2.6921%	Column	Yes
	
        Note
        B-4
	$73,400,000 	5.9%	2.6921%	DBRI	Yes


 




    		  	 



    


    

 


EXHIBIT B

NOTICES


BANA as a Note A Holder and Initial Note B-1 Holder:


Bank of America, National Association


One Bryant Park, NY1-100-11-07


New York, New York 10036


Attention: Leland F. Bunch, III


Fax Number: (646) 855-5044


Email: leland.f.bunch@bofa.com


 


with a copy to:


 


Bank of America Legal Department


150 North College Street, NC1-028-24-02


Charlotte, North Carolina 28255


Attention: W. Todd Stillerman, Esq.,


Associate General Counsel & Director


Facsimile: (404) 736-2127


Email: todd.stillerman@bofa.com


 


with a copy to:


cmbsnotices@bofa.com


 


JPMCB as a Note A Holder and Initial Note B-2 Holder:


JPMorgan Chase Bank, National Association

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh


Email: US_CMBS_Notice@jpmorgan.com



with a copy to:

JPMorgan Chase Bank, National Association

4 New York Plaza, 21st Floor

New York, New York 10004

Attention: SPG Legal


Email: US_CMBS_Notice@jpmorgan.com


with a copy to:

Cadwalader, Wickersham & Taft LLP


227 West Trade Street

Charlotte, NC 28202

Attention: David Burkholder

Facsimile No.: (704) 348-5309


 


Column as a Note A Holder and Initial Note B-3 Holder:


Column Financial, Inc.




    		  	 



    


    

11 Madison Avenue


New York, New York 10010


Attention: David Tlusty


Fax number: (646) 935-8520


Email: david.tlusty@credit-suisse.com


 


with a copy to:


Column Financial, Inc.


11 Madison Avenue


New York, New York 10010


Attention: N. Dante LaRocca


Email: dante.larocca@credit-suisse.com






DBRI as a Note A Holder and Initial Note B-4 Holder:


DBR Investments Co. Limited


60 Wall Street, 10th Floor


New York, New York 10005


Attention: Robert W. Pettinato, Jr.


Facsimile No.: (212) 797-4489


with a copy to:


DBR Investments Co. Limited


60 Wall Street, 10th Floor


New York, New York 10005


Attention: General Counsel


Facsimile No.: (646) 736-5721




 



    		B-2 	
 Co-Lender Agreement
(Grace Building)