Exhibit 4.9 


 


EXECUTION
VERSION


 


CO-LENDER
AGREEMENT


 


Dated
as of December 1, 2016


 


by
and between


 


CITIGROUP
GLOBAL MARKETS REALTY CORP.

(Initial Note A-1 Holder)


 


and


 


CITIGROUP
GLOBAL MARKETS REALTY CORP.

(Initial Note A-2-1 Holder)


 


and


 


CITIGROUP
GLOBAL MARKETS REALTY CORP.

(Initial Note A-2-2 Holder)


 


8
Times Square & 1460 Broadway Mortgage Loan


 






    	 	 	 



     


    

 


TABLE
OF CONTENTS


  







	 	 	 	Page
	 	 	 	 
	Section 1.	Definitions	 	1
	Section 2.	Servicing of the Mortgage Loan	 	15
	Section 3.	Priority of Payments	 	25
	Section 4.	Workout	 	26
	Section 5.	Administration of the Mortgage Loan	 	27
	Section 6.	Appointment of Controlling Note Holder Representative
    and Non-Controlling Note Holder Representative	 	32
	Section 7.	Appointment of Special Servicer	 	33
	Section 8.	Payment Procedure	 	34
	Section 9.	Limitation on Liability of the Note Holders	 	35
	Section 10.	Bankruptcy	 	36
	Section 11.	Representations of the Note Holders	 	36
	Section 12.	No Creation of a Partnership or Exclusive Purchase
    Right	 	37
	Section 13.	Other Business Activities of the Note Holders	 	37
	Section 14.	Sale of the Notes	 	37
	Section 15.	Registration of the Notes and Each Note Holder	 	40
	Section 16.	Governing Law; Waiver of Jury Trial	 	41
	Section 17.	Submission to Jurisdiction; Waivers	 	41
	Section 18.	Modifications	 	42
	Section 19.	Successors and Assigns; Third Party Beneficiaries	 	42
	Section 20.	Counterparts	 	42
	Section 21.	Captions	 	42
	Section 22.	Severability	 	42
	Section 23.	Entire Agreement	 	43
	Section 24.	Withholding Taxes	 	43
	Section 25.	Custody of Mortgage Loan Documents	 	44
	Section 26.	Cooperation in Securitization	 	44
	Section 27.	Notices	 	45
	Section 28.	Broker	 	46
	Section 29.	Certain Matters Affecting the Agent	 	46
	Section 30.	Reserved	 	47
	Section 31.	Resignation of Agent	 	47
	Section 32.	Resizing	 	47







 






    -i-


     


    

 





THIS
CO-LENDER AGREEMENT (this “Agreement”), dated as of December 1, 2016 by and between CITIGROUP GLOBAL MARKETS
REALTY CORP. (“CGMRC” and together with its successors and assigns in interest, in its capacity as initial
owner of the Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial
Agent”), CGMRC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2-1,
the “Initial Note A-2-1 Holder”) and CGMRC (together with its successors and assigns in interest, in its capacity
as initial owner of the Note A-2-2, the “Initial Note A-2-2 Holder” and, together with the Initial Note A-1
Holder and the Initial Note A-2-1 Holder, the “Initial Note Holders”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), CGMRC originated a certain loan (the “Mortgage Loan”)
described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan
borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced by the
Consolidated, Amended and Restated Promissory Note dated as of October 20, 2016 in the original principal amount of $200,000,000
(the “Original Note”), and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”)
on certain real property located as described on the Mortgage Loan Schedule (the “Mortgaged Property”); and


 


WHEREAS,
CGMRC and the Mortgage Loan Borrower have agreed, pursuant to that certain Note Splitter Agreement, dated as of October 20, 2016,
and that certain Note Splitter Agreement, dated as of November 21, 2016, each between such parties, to split the Original Note
into three promissory notes (as amended, modified or supplemented, the “Notes”) and the Mortgage Loan Borrower
has executed and delivered to CGMRC (i) one promissory note in the original principal amount of $100,000,000 (“Note A-1”)
made by the Mortgage Loan Borrower in favor of the Initial Note A-1 Holder, (ii) one promissory note in the original principal
amount of $75,000,000 (“Note A-2-1”) made by the Mortgage Loan Borrower in favor of the Initial Note A-2-1
Holder and (iii) one promissory note in the original principal amount of $25,000,000 (“Note A-2-2”) made by
the Mortgage Loan Borrower in favor of the Initial Note A-2-2 Holder; and


 


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


 


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


 


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


 






    	 	 	 



     


    

 


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


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall assign or delegate its duties hereunder, and at any
time that the Lead Securitization Note is included in the Lead Securitization, shall mean the Master Servicer as of such time.


 


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


 


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


 


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


 


“Asset
Representations Reviewer” shall mean Park Bridge Lender Services LLC or its successor in interest, or any successor
asset representations reviewer appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Certificate
Administrator” shall mean Wells Fargo Bank, National Association or its successor in interest, or any successor certificate
administrator appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Controlling
Note Holder” shall mean the Note A-1 Holder, if and so long as 50% or less of Note A-1 is owned by the Mortgage Loan
Borrower or an Affiliate of the Mortgage Loan Borrower. If 50% or more of Note A-1 is owned by the Mortgage Loan Borrower or an
Affiliate of the Mortgage Loan Borrower, no Person shall be entitled to exercise the rights of the Controlling Note Holder. At
any time that Note A-1 is included in a Securitization, references to the “Controlling Note Holder” shall mean the
Lead Securitization Subordinate Class Representative or any other party assigned the rights to exercise the rights of the “Controlling
Note Holder” hereunder, as and to the extent provided in the related Lead Securitization Servicing Agreement.


 


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


 


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


 


“Depositor”
shall mean Deutsche Mortgage & Asset Receiving Corporation.


 


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


 


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


 


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


 


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


 






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


 


“Initial
Note A-2-1 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Lead
Securitization” shall mean the Securitization of Note A-1 in a Securitization Trust to be designated by the Initial
Note A-1 Holder.


 


“Lead
Securitization Note” shall mean Note A-1.


 


“Lead
Securitization Note Holder” shall mean the Note A-1 Holder.


 


“Lead
Securitization Servicing Agreement” shall mean the pooling and servicing agreement to be entered into in connection
with the Securitization of Note A-1 and issuance of the CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2016-CD2, between the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer, the Certificate Administrator and the Trustee. The Servicing Standard in the Lead Securitization Servicing Agreement
shall require, among other things, that each Servicer, in servicing the Mortgage Loan, must take into account the interests of
each Note Holder.


 


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


 


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


 


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


 


“Major
Decisions” shall have the meaning given to such term or any analogous term in the Lead Securitization Servicing Agreement;
provided that, at any time that Note A-1 is not included in the Lead Securitization, “Major Decision” shall mean,
collectively,


 


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


 


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


 


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


 






    	 	 5	 



     


    

 


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


 


(v)       
any release of collateral or any acceptance of substitute or additional collateral for the Mortgage Loan, or any consent to
either of the foregoing, other than immaterial condemnation actions and other similar takings or if otherwise required
pursuant to the specific terms of the Mortgage Loan and for which there is no lender discretion;


 


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


 


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


 


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


 


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


 


(x)           the
determination of the Special Servicer pursuant to clause (b) or clause (c) of the definition of “Specially Serviced Loan”
in the Lead Securitization Servicing Agreement;


 


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


 


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


 


(xiii)       any
determination of an Acceptable Insurance Default;


 






    	 	 6	 



     


    

 


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


 


(xv)        any
approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or
condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property.


 


“Master
Servicer” shall mean Wells Fargo Bank, National Association or its successor in interest, or any successor master servicer
appointed as provided in the Lead Securitization Servicing Agreement.


 


“Master
Servicer Remittance Date” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of October 20, 2016, between the Mortgage Loan Borrower, as
borrower, and Citigroup Global Markets Realty Corp., as lender, as the same may be further amended, restated, supplemented or
otherwise modified from time to time, subject to the terms hereof.


 


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


 


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


 


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


 


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


 


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


 






    	 	 7	 



     


    

 


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


 


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


 


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


 


“Non-Lead
Asset Representations Reviewer” shall mean the party acting as “asset representations reviewer” (within
the meaning of Item 1101(m) of Regulation AB) under a Non-Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Non-Lead
Securitization” shall mean the first sale by the Note A-2-1 Holder or the Note A-2-2 Holder of all or a portion of Note
A-2-1 or Note A-2-2, as applicable, to the related Non-Lead Depositor who will in turn include such portion of Note A-2-1 or Note
A-2-2, as applicable, as part of the securitization of one or more mortgage loans.


 


“Non-Lead
Securitization Determination Date” shall mean the “determination date” (or any term substantially similar
thereto) as defined in any Non-Lead Securitization Servicing Agreement.


 


“Non-Lead
Securitization Note” shall mean, Note A-2-1 or Note A-2-2, as the case may be.


 


“Non-Lead
Securitization Note Holder” shall mean, the Note A-2-1 Holder or the Note A-2-2 Holder, as the case may be.


 


“Non-Lead
Securitization Servicing Agreement” shall mean from and after the date a Non-Lead Securitization Note is included in
a Non-Lead Securitization, the servicing


 






    	 	 8	 



     


    

 


agreement, trust and servicing agreement or pooling and servicing agreement entered into
in connection with such Non-Lead Securitization.


 


“Non-Lead
Securitization Subordinate Class Representative” shall mean, with respect to any Non-Lead Securitization, the holders
of the majority of the class of securities issued in the Securitization of the related Non-Lead Securitization Note designated
as the “controlling class” pursuant to the related Non-Lead Securitization Servicing Agreement or their duly appointed
representative.


 


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


 


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


 


“Non-Lead
Sponsor” shall mean, with respect to any Non-Lead Securitization Note, the related Note Holder that acts as the sponsor
with respect to such Non-Lead Securitization Note in connection with the related Non-Lead Securitization.


 


“Non-Lead
Trustee” shall mean the applicable “trustee” under a Non-Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


“Note
A-2-1” shall have the meaning assigned to such term in the recitals.


 


“Note
A-2-1 Holder” shall mean the Initial Note A-2-1 Holder or any subsequent holder(s) of Note A-2-1, as applicable.


 


“Note
A-2-1 Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note
A-2-1 Principal Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-2-1
Holder or reductions in such amount pursuant to Section 3 or 4, as applicable.


 


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


 


“Note
A-2-2 Holder” shall mean the Initial Note A-2-2 Holder or any subsequent holder(s) of Note A-2-2, as applicable.


 






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


 


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


 


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


 


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


 


“Notes”
shall mean, collectively, Note A-1, Note A-2-1 and Note A-2-2, as each such note is amended, modified, supplemented or split.


 


“Operating
Advisor” shall mean Park Bridge Lender Services LLC or its successor in interest, or any successor operating advisor
appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Pro
Rata and Pari Passu Basis” shall mean with respect to the Notes and the Note Holders, the allocation of any particular
payment, collection, cost, expense, liability or other amount between such Notes or such Note Holders, as the case may be, without
any priority of


 






    	 	 10	 



     


    

 


any such Note or any such Note Holder over another such Note or Note Holder, as the case may be, and in any event
such that each Note or Note Holder, as the case may be, is allocated its respective Percentage Interest of such particular payment,
collection, cost, expense, liability or other amount.


 


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


 


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


 


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


 


(c)           one
or more of the following:


 


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


 


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


 


(iii)       a
Qualified Trustee in connection with (a) a securitization of, (b) the creation of collateralized debt obligations (“CDO”)
secured by, or (c) a financing through an “owner trust” of, a Note or any interest therein (any of the foregoing,
a “Securitization Vehicle”), provided that (1) one or more classes of securities issued by such Securitization
Vehicle is initially rated at least investment grade by at least two (2) of the Rating Agencies that assigned a rating to one
or more classes of securities issued in connection with a Securitization; (2) in the case of a Securitization Vehicle that is
not a CDO, the special servicer of such Securitization Vehicle has a Required Special Servicer Rating or is otherwise acceptable
to the Rating Agencies rating each Securitization (such entity, an “Approved Servicer”) and such Approved Servicer
is required to service and administer such Note or any interest therein in accordance with servicing arrangements for the assets
held by the Securitization Vehicle which require that such Approved Servicer act in accordance with a servicing standard notwithstanding
any contrary direction or instruction from any other Person; or


 






    	 	 11	 



     


    

 


(3) in the case of a Securitization Vehicle that is a CDO, the
CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered and managed by a CDO Asset Manager
which is a Qualified Institutional Lender, are each a Qualified Institutional Lender under clauses (i), (ii), (iv) or (v) of this
definition, or


 


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


 


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


 


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


 


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


 






    	 	 12	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 13	 



     


    

 


rated by DBRS within the twelve (12) month period prior to the date of determination, and DBRS has not
downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial
mortgage securities on watch status citing the continuation of such special servicer as servicer of such commercial mortgage loans
as the sole or a material factor in any downgrade or withdrawal of the ratings (or placement on “watch status” in
contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to
the time of determination, and (vi) 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 downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior
to the time of determination.


 


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


 


“Securitization”
shall mean one or more sales by a Note Holder of all or a portion of such Note to a depositor, who will in turn include such portion
of such Note as part of a securitization of one or more mortgage loans.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Special
Servicer” shall mean KeyBank National Association or its successor in interest, or any successor special servicer appointed
as provided in the Lead Securitization Servicing Agreement and this Agreement.


 


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


 






    	 	 14	 



     


    

 


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


 


“Trustee”
shall mean Wilmington Trust, National Association or its successor in interest, or any successor trustee appointed as provided
in the Lead Securitization Servicing Agreement.


 


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


 


Section
2.          Servicing
of the Mortgage Loan. 


 


(a)       Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and
after the Securitization Date, pursuant to the Lead Securitization Servicing Agreement; provided that the Master Servicer
shall not be obligated to advance monthly payments of principal or interest in respect of any Note other than the Lead Securitization
Note if such principal or interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real
estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement
of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement (including a determination
of recoverability thereunder). Each Note Holder acknowledges that the other Note Holder may elect, in its sole discretion, to
include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note
Holder, at such other Note Holder’s expense, to effect such Securitization. Subject to the terms and conditions of this
Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer, the Certificate
Administrator, the Operating Advisor and the Trustee under the Lead Securitization Servicing Agreement by the Depositor, and the
appointment of the Special Servicer as the initial Special Servicer under the Lead Securitization Servicing Agreement by the Depositor
(subject to replacement by the Controlling Note Holder as provided herein) and agrees to reasonably cooperate with the Master
Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization
Servicing Agreement. Each Note Holder hereby appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization
as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and
servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights
of the Note Holder set forth herein and in the Lead Securitization Servicing Agreement). In no event shall the Lead Securitization
Servicing Agreement require the Servicer to enforce the rights of any Note Holder or limit the Servicer in enforcing the rights
of one Note Holder against the other Note Holder; however, this statement shall not be construed to otherwise limit the rights
of one Note Holder with respect to the other Note Holder. Each Servicer shall be required pursuant to the Lead


 






    	 	 15	 



     


    

 


Securitization
Servicing Agreement to service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents,
the Lead Securitization Servicing Agreement and applicable law, and shall not take any action or refrain from taking any action
or follow any direction inconsistent with the foregoing.


 


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


 


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


 






    	 	 16	 



     


    

 


reimburse the Lead Securitization for its pro
rata share of such Nonrecoverable Property Advance or Advance Interest Amounts.


 


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


 


Each
Non-Lead Master Servicer may be required to make P&I Advances on the related Non-Lead Securitization Note, from time to time,
subject to the terms of the related Non-Lead Securitization Servicing Agreement, the Lead Securitization Servicing Agreement and
this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to make their own
recoverability determination with respect to a P&I Advance to be made on the Lead Securitization Note based on the information
that they have on hand and in accordance with the Lead Securitization Servicing Agreement. Each Non-Lead Master Servicer, each
Non-Lead Special Servicer and each Non-Lead Trustee, as applicable, shall be entitled to


 






    	 	 17	 



     


    

 


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


 


(c)       Each
Lead Securitization Note Holder agrees that it shall cause the Lead Securitization Servicing Agreement to provide as follows (and
to the extent such following 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 or Trustee shall be required to provide written notice to each Non-Lead Master Servicer and each Non-Lead Trustee
of any P&I Advance it has made with respect to the Lead Securitization Note within two (2) Business Days of making such advance;


 


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


 






    	 	 18	 



     


    

 


delivered
to the Special Servicer or Trustee in connection with notification of its determination of nonrecoverability;


 


(iii)       the
Master Servicer shall remit all payments received with respect to any Non-Lead Securitization Note, net of the servicing fees
payable to the Master Servicer and Special Servicer with respect to such Non-Lead Securitization Note, and any other applicable
fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the related Non-Lead Securitization
Note Holder by the earlier of (x) the Master Servicer Remittance Date (as defined in the Lead Securitization Servicing Agreement)
and (y) the Business Day following the “determination date” (or any term substantially similar thereto) as defined
in any Non-Lead Securitization Servicing Agreement (such determination date, the “Non-Lead Securitization Determination
Date”);


 


(iv)       with
respect to any Non-Lead Securitization Note that is held by a Securitization, the Master Servicer agrees to deliver or cause to
be delivered or to make available to the related Non-Lead Master Servicer all reports required to be delivered by the Master Servicer
to the Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement (which shall include all loan-level
reports constituting the CREFC® Investor Reporting Package (IRP)) pursuant to the terms of the Lead Securitization
Servicing Agreement, to the extent related to the Mortgage Loan, the Mortgaged Property, such Non-Lead Securitization Note, the
Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, by the earlier of (x) the Master Servicer
Remittance Date and (y) the Business Day following any Non-Lead Securitization Determination Date;


 


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


 


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


 


(vii)       each
Non-Lead Securitization Note Holder shall be entitled to the same indemnity as the Lead Securitization Note Holder under the Lead
Securitization Servicing Agreement; each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Custodian shall be required to (and shall require any Servicing Function Participant or Additional
Servicer engaged by it to) indemnify each Certifying Person and the depositor of any public Other Securitization Trust, and their
respective directors and officers and controlling persons, to the same extent that they indemnify the Depositor (as depositor
in respect of the Lead


 






    	 	 19	 



     


    

 


Securitization) and each Certifying Person for (i) its failure to deliver the items in clause (viii) below
in a timely manner, (ii) its failure to perform its obligations to such depositor or the related Non-Lead Trustee under Article
X (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement by the time required after giving
effect to any applicable grace period or cure period, (iii) the failure of any Servicing Function Participant or Additional Servicer
retained by it (other than a Mortgage Loan Seller Sub-Servicer) to perform its obligations to such depositor or trustee under
such Article X (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement by the time required
and/or (iv) any Deficient Exchange Act Deliverable regarding, and delivered by or on behalf of, such party;


 


(viii)       with
respect to any Non-Lead Securitization that is subject to reporting requirements under the Securities Act, the Exchange Act (including
Rule 15Ga-1), and Regulation AB, (a) the Master Servicer, any primary servicer, the Special Servicer, the Trustee, the Certificate
Administrator or other party acting as custodian for the Lead Securitization shall be required to deliver (and shall be required
to cause each other servicer and servicing function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation
AB) retained or engaged by it to deliver; provided that such party shall only be required to use commercially reasonable efforts
to cause a Mortgage Loan Seller Sub-Servicer to deliver), in a timely manner (i) the reports, certifications, compliance statements,
accountants’ assessments and attestations, and information to be included in reports (including, without limitation, Form
ABS-15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request, any other materials specified in the related Non-Lead Securitization
Servicing Agreement, in the case of clauses (i) and (ii), as the related Non-Lead Depositor or the related Non-Lead Trustee reasonably
believes, in good faith, are required in order for the related Non-Lead Depositor or the related Non-Lead Trustee to comply with
its obligations under the Securities Act, the Exchange Act (including Rule 15Ga-1), Regulation AB and Form SF-3, (b) without limiting
the generality of the foregoing (x) the Depositor or the related Holder shall provide or cause
to be provided to the related Non-Lead Depositor (and to counsel to the related Non-Lead Depositor) and the related Non-Lead Trustee
(1) written notice (which may be by email) in a timely manner (but no later than three (3) Business Days prior to closing) of
the occurrence of the Lead Securitization, and (2) no later than the closing date of the Lead Securitization, a copy of the Lead
Securitization Servicing Agreement in an EDGAR-compatible format, and (y) the Master Servicer and Special Servicer (or any replacement
Master Servicer or Special Servicer, as applicable) shall, upon reasonable prior written request, and subject to the right of
the Master Servicer or the Special Servicer, as the case may be, to review and approve such disclosure materials, permit a holder
of any Non-Lead Securitization Note to use such party’s description contained in the Lead Securitization prospectus (updated
as appropriate by the Master Servicer or Special Servicer, as applicable, at the cost of the related Non-Lead Sponsor) (or, in
the case of a replacement Special Servicer, contained in a Lead Securitization Form 8-K), for inclusion in the disclosure materials
(or, in the case of a replacement Special Servicer, for inclusion in a Form 8-K) relating to any securitization of the related
Non-Lead Securitization Note, and (z) the Master Servicer and the Special Servicer (or any replacement Master Servicer or Special
Servicer, as applicable), shall provide indemnification agreements, opinions and Regulation AB compliance letters as were or are
being delivered with respect to the Lead


 






    	 	 20	 



     


    

 


Securitization (in each case, at the cost of the related Non-Lead Sponsor), and (c) in
connection with any amendment of the Lead Securitization Servicing Agreement, the Depositor shall provide written notice (which
may be by email) of such proposed amendment to any Non-Lead Depositor and the related Non-Lead Trustee no later than three (3)
Business Days prior to the date of effectiveness of such amendment, and, on the date of effectiveness of such amendment to the
Lead Securitization Servicing Agreement, provide a copy of such amendment in an EDGAR-compatible format to such Non-Lead Depositor
and the related Non-Lead Trustee. The Master Servicer and the Special Servicer shall each be required to provide certification
and indemnification to any Certifying Person with respect to any applicable Sarbanes-Oxley Certification with respect to a Non-Lead
Securitization;


 


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


 


(x)       any
late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to a Non-Lead Securitization
Note or reimbursable to a Non-Lead Master Servicer or a Non-Lead Trustee shall be remitted by the Master Servicer to such Non-Lead
Master Servicer within one (1) Business Day of receipt and identification thereof; provided, however, that to the extent any such
amounts are received after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable
efforts to remit such late collections to such Non-Lead Master Servicer 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
Non-Lead Securitization Note Holder is an intended third-party beneficiary in respect of the rights afforded it under the Lead
Securitization Servicing Agreement and the related Non-Lead Master Servicer shall be entitled to enforce the rights of such Non-Lead
Securitization Note Holder under this Agreement and the Lead Securitization Servicing Agreement;


 






    	 	 21	 



     


    

 


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


 


(xiii)       if
the Mortgage Loan becomes a Defaulted Loan and the Special Servicer determines to sell the Lead Securitization Note in accordance
with the Lead Securitization Servicing Agreement, it shall have the right and the obligation to sell both 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-Lead Master Servicer who shall provide notice to the related
Non-Controlling Note Holder of the planned sale and of such Non-Controlling Note Holder’s opportunity to submit an offer
on the Mortgage Loan;


 


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


 


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


 


(xvi)       Servicer
Termination Events with respect to the Master Servicer and the Special Servicer shall include: (i) solely with respect to the
Master Servicer, the failure to timely remit payments to any Non-Lead Securitization Note Holder, which failure continues unremedied
for one (1) Business Day following the date on which such payment was to be made; (ii) solely with respect to the Special Servicer,
the failure to deposit into any REO Account any amount required to be so deposited within two (2) Business Days after the date
such deposit was to be made, or the failure to remit to the Master Servicer for deposit into the Collection Account or the related
Loan Combination Custodial Account, as applicable, any amount required to be so remitted by the Special Servicer within one (1)
Business Day after the date such remittance was to be made; (iii) the qualification, downgrade or withdrawal, or placing on “watch
status” in contemplation of a rating downgrade or withdrawal of the ratings of any class of certificates issued in connection
with any Non-Lead Securitization by the rating agencies rating such securities (and such qualification, downgrade, withdrawal
or “watch status” placement shall not have been withdrawn by such rating agencies within sixty (60) days of actual
knowledge of such event by the Master Servicer or the Special Servicer, as the case may be), and publicly citing servicing concerns
with the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action; and (iv)
the failure to provide to any Non-Lead Securitization Note Holder (if and to the extent required under the related Non-Lead Securitization)
reports required under the Exchange Act, and the rules and regulations thereunder, in a timely fashion. Upon the occurrence of
such a Servicer Termination Event with respect to the Master Servicer affecting a Non-


 






    	 	 22	 



     


    

 


Lead Securitization Note Holder and the
Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon the
direction of such Non-Lead Securitization Note Holder, require the appointment of a subservicer with respect to the related Non-Lead
Securitization Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer affecting a Non-Lead
Securitization Note Holder and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing
Agreement, the Trustee shall, upon direction of such Non-Lead Securitization Note Holder, terminate the Special Servicer with
respect to, but only with respect to, the Mortgage Loan;


 


(xvii)
      upon any resignation of the Master Servicer or the Special Servicer, any replacement of the Special Servicer, any termination
of the Master Servicer or Special Servicer and/or any replacement thereof, any appointment of a successor to the Master Servicer
or Special Servicer, or the effectiveness of any designation of a new Special Servicer, the Trustee or Certificate Administrator
shall promptly (and in any event no later than three (3) Business Days prior to the effective date of such resignation, termination,
replacement and/or appointment of a Master Servicer or Special Servicer) provide written notice thereof to each Non-Lead Trustee,
each Non-Lead Master Servicer, each Non-Lead Depositor, and counsel to each Non-Lead Depositor, together with any information
reasonably required (including, without limitation, any disclosure required under Item 1108 of Regulation AB) for the related
Non-Lead Securitization to comply with any applicable reporting obligations under the Exchange Act; provided, that such notice
shall not be deemed to be provided unless receipt thereof has been confirmed in writing (which may be by email) from any such
Non-Lead Depositor;


 


(xviii)  if
a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with such Non-Lead
Asset Representations Reviewer in connection with such Asset Review by providing such Non-Lead Asset Representations Reviewer
with any documents reasonably requested by such Non-Lead Asset Representations Reviewer, but only to the extent (x) such documents
are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, and (y)
such Non-Lead Asset Representations Reviewer has not been able to obtain such documents from the related mortgage loan seller;
and


 


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


 


(d)       Each
Non-Lead Securitization Note Holder agrees that it shall cause the related Non-Lead Securitization Servicing Agreement to provide
as follows (and to the extent such following provisions are not included in the related Non-Lead Securitization Servicing Agreement,
they shall be deemed incorporated therein and made a part thereof):


 


(i)       Each
Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Nonrecoverable Property Advances (and advance
interest thereon) and any Additional Trust Fund Expenses, but only to the extent that they relate to servicing


 






    	 	 23	 



     


    

 


and administration
of the Notes and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and
Workout Fees relating to the Notes, and that in the event that the funds received with respect to each respective Note are insufficient
to cover such Property Advances or Additional Trust Fund Expenses, (A) the related Non-Lead Master Servicer will be required to,
promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee or the Lead Securitization Trust, as applicable, out of general funds in
the collection account (or equivalent account) established under the related Non-Lead Securitization Servicing Agreement for such
Non-Lead Securitization Note Holder’s pro rata share of any such Nonrecoverable Property Advances (together with advance
interest thereon) and/or other Additional Trust Fund Expenses (including compensation due to the Master Servicer and the Special
Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property), and (B) if
the Lead Securitization Servicing Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator or
the Trustee to reimburse itself from the Lead Securitization Trust’s general account, then the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as applicable, may do so, and the related Non-Lead Master Servicer will
be required to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse the Lead Securitization
Trust out of general funds in the collection account (or equivalent account) established under the related Non-Lead Securitization
Servicing Agreement for such Non-Lead Securitization Note Holder’s pro rata share of any such Nonrecoverable Property Advances
(together with advance interest thereon) and/or Additional Trust Fund Expenses (including compensation due to the Master Servicer
and the Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property);


 


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


 


(iii)       each
Non-Lead Master Servicer, Non-Lead Trustee or Non-Lead Certificate Administrator will be required to deliver to the Trustee, the
Certificate Administrator, the Special Servicer, the Master Servicer and the Operating Advisor (i) promptly following Securitization
of the related Non-Lead Securitization Note, notice of the deposit of such Non-Lead Securitization Note into a Securitization
Trust (which notice may be (x) in the form of delivery (which may be by email) of a copy of the


 






    	 	 24	 



     


    

 


related Non-Lead Securitization
Servicing Agreement, or (y) by email notification together with contact information for the related Non-Lead Trustee, the related
Non-Lead Certificate Administrator, the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the party
designated to exercise the rights of the related “Non-Controlling Note Holder” under this Agreement), accompanied
by a copy of such executed Non-Lead Securitization Servicing Agreement, and (ii) notice of any subsequent change in the identity
of the related Non-Lead Master Servicer, the related Non-Lead Trustee or the party designated to exercise the rights of the related
“Non-Controlling Note Holder” under this Agreement (together with the relevant contact information) (which may be
in the form of email delivery of a copy of any revised Non-Lead Securitization Servicing Agreement); and


 


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


 


(e)       The
Initial Note A-1 Holder shall:


 


(i)       
give the other Note Holders notice of the Securitization of the Lead Securitization Note in writing (which may be by email)
not less than three (3) Business Days prior to the applicable pricing date for the Lead Securitization, together with contact
information for each of the parties to the Lead Securitization Servicing Agreement;


 


(ii)       on
the closing date of any Lead Securitization, send a copy (in EDGAR-compatible format) of the Lead Securitization Servicing Agreement
to the other Note Holders; and


 


(iii)       give
the other Note Holders written notice (which may be by email) in a timely manner (but no later than one (1) Business Day prior
to the applicable filing date) of any re-filing (other than a filing made in connection with a formal amendment of the Lead Securitization
Servicing Agreement) by the Depositor of the Lead Securitization Servicing Agreement subsequent to the Securitization Date if
such filing contains revisions or changes that are material to the other Note Holders.


 


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


 


All
amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with
the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments,
the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing
the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other than proceeds, awards or settlements to be applied to the
restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the
Mortgage Loan Documents), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents
(to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as


 






    	 	 25	 



     


    

 


reimbursements on account of recoveries in respect of property protection expenses or Property Advances then due and payable or
reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then
due, payable or reimbursable (except for (i) any reimbursements of P&I Advances previously made (and interest thereon) on
the Lead Securitization Note, and (ii) any Servicing Fees due to the Master Servicer in excess of any Non-Lead Securitization
Note’s pro rata share of that portion of such Servicing Fees calculated at the “primary servicing fee rate”
(or analogous term) applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer
or the Trustee, with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation,
any Additional Trust Fund Expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(e) hereof) reimbursable
to, or payable to, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Assumption Fees, Modification
Fees, Penalty Charges (to the extent provided in the immediately following paragraph) and any other additional compensation payable
pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designee)
to the Notes on a Pro Rata and Pari Passu Basis.


 


For
clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall first,
be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the
Trustee or the Special Servicer for any interest accrued on any Property Advances and reimbursement of any Property Advances in
accordance with the terms of the Lead Securitization Servicing Agreement, second, be used to reduce the respective amounts
payable on each Note by the amount necessary to pay the Master Servicer, Trustee, the related Non-Lead Master Servicer or the
related Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and
as specified in the Lead Securitization Servicing Agreement or the related Non-Lead Securitization Servicing Agreement, as applicable),
third, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay Additional
Trust Fund Expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the
Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining
amount of Penalty Charges allocable to the Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer
as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining
amount of Penalty Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note,
to the related Non-Lead Securitization Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or
the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.


 


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


 






    	 	 26	 



     


    

 


Mortgage Loan Documents shall be structured to preserve, the equal
priorities of each Note as described in Section 3.


 


Section
5.          Administration
of the Mortgage Loan.


 


(a)       Subject
to this Agreement (including but not limited to Section 5(d)) and the Lead Securitization Servicing Agreement and subject to the
rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder (or the
Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have the sole
and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage
Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or
consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call
or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and no Non-Lead
Securitization Note Holder shall have any voting, consent or other rights whatsoever except as explicitly set forth herein with
respect to the Lead Securitization Note Holder’s administration of, or exercise of its rights and remedies with respect
to, the Mortgage Loan. Subject to this Agreement and the Lead Securitization Servicing Agreement, each Non-Lead Securitization
Note Holder agrees that it shall have no right to, and each Non-Lead Securitization Note Holder hereby presently and irrevocably
assigns and conveys to the Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting
on behalf of the Lead Securitization Note Holder) the rights, if any, that such Note Holder has to, (i) call or cause the Lead
Securitization Note Holder to call an Event of Default under the Mortgage Loan, or (ii) exercise any remedies with respect to
the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing or causing the Lead Securitization Note
Holder to file any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master
Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall not have any fiduciary
duty to any Non-Lead Securitization Note Holder in connection with the administration of the Mortgage Loan (but the foregoing
shall not relieve the Lead Securitization Note Holder from the obligation to make any disbursement of funds as set forth herein
or its obligation to follow the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or any liability
for failure to do so).


 


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


 






    	 	 27	 



     


    

 


Whether
any cash offer constitutes a fair price for the Mortgage Loan shall be determined by the Special Servicer, if the highest offeror
is a Person other than an Interested Person, and by the Trustee, if the highest offeror is an Interested Person (provided that
the Trustee may not be an offeror) unless (i) the offer is equal to or greater than the applicable Purchase Price, (ii) the offer
is the highest offer received and (iii) at least two other offers are received from independent third parties; provided,
however, that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and
(ii) at least two other offers are received from independent third parties. In all cases under this Agreement (except to the extent
the Trustee is not required to determine whether any cash offer constitutes a fair price for the Mortgage Loan pursuant to the
immediately preceding sentence), in determining whether any offer received from an Interested Person represents a fair price for
the Mortgage Loan, the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted
in accordance with the Lead Securitization Servicing Agreement within the preceding 9-month period or, in the absence of any such
Appraisal, on a new Appraisal. The appraiser conducting any such new Appraisal shall be an Appraiser selected by (i) the Special
Servicer if no Interested Person is making an offer with respect to the Mortgage Loan and (ii) the Trustee if an Interested Person
is so making an offer. The cost of any such Appraisal shall be covered by, and shall be reimbursable as, a Property Advance. In
determining whether any such offer from a Person other than an Interested Person constitutes a fair price for the Mortgage Loan,
the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal or narrative Appraisal
that it may have obtained pursuant to the Lead Securitization Servicing Agreement within the prior 9 months), and in determining
whether any offer from an Interested Person constitutes a fair price for the Mortgage Loan, any Appraiser shall be instructed
to take into account, as applicable, among other factors, the period and amount of any delinquency on the Mortgage Loan, the occupancy
level and physical condition of the related Mortgaged Property and the state of the local economy. The Purchase Price for the
Mortgage Loan shall in all cases be deemed a fair price; provided, however, that with respect to Interested Parties, the
requirements of the first sentence of this paragraph must be satisfied. Notwithstanding anything contained in this paragraph to
the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the
Trustee may (at its option and at the expense of the Interested Person) designate an independent third party expert in real estate
or commercial mortgage loan matters with at least 5 years’ experience in valuing or investing in loans similar to the Mortgage
Loan that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the
Mortgage Loan. If the Trustee designates such a third party to make such determination, the Trustee will be entitled to rely conclusively
upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of
value incurred by any such third party pursuant to this paragraph will be covered by, and will be reimbursable by the Interested
Person; provided that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount
as determined by the Trustee.


 


Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder)
shall not be permitted to sell the Mortgage Loan if it becomes a Defaulted Loan without the written consent of each Non-Controlling
Note Holder (provided that such consent is not required if such Non-Controlling Note Holder is the Mortgage Loan Borrower or an
Affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered to each Non-Controlling Note Holder: (a) at


 






    	 	 28	 



     


    

 


least 15 Business Days’ prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10 days
prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received
by the Special Servicer in connection with any such proposed sale, (c) at least 10 days prior to the proposed sale date, a copy
of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicing File reasonably requested by any such Non-Controlling
Note Holder that are material to the price of the Mortgage Loan and (d) until the sale is completed, and a reasonable period of
time (but no less time than is afforded to other offerors and the Lead Securitization Subordinate Class Representative) prior
to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents
that are approved by any Servicer in connection with the proposed sale; provided, that any Non-Controlling Note Holder
may waive, as to itself, any of the delivery or timing requirements set forth in this sentence. Subject to the terms of the Lead
Securitization Servicing Agreement, each of the Controlling Note Holder, the Controlling Note Holder Representative, each Non-Controlling
Note Holder and each Non-Controlling Note Holder Representative shall be permitted to submit an offer at any sale of the Mortgage
Loan unless such Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 


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


 


The
authority of the Lead Securitization Note Holder to sell the Non-Lead Securitization Notes, and the obligations of the Non-Lead
Securitization Note Holders to execute and deliver instruments or deliver the related Non-Lead Securitization Notes upon request
of the Lead Securitization Note Holder, shall terminate and cease to be of any further force or effect upon the date, if any,
upon which the Lead Securitization Note is repurchased by the Initial Note-A-1 Holder from the trust fund established under the
Lead Securitization Servicing Agreement in connection with a material breach of representation or warranty made by the Initial
Note A-1 Holder with respect to the Lead Securitization Note or material document defect with respect to the documents delivered
by the Initial Note A-1 Holder with respect to the Lead Securitization Note upon the consummation of the Lead Securitization.
The preceding sentence shall not be construed to grant to any Non-Lead Securitization Note Holder the benefit of any representation
or warranty made by the Initial Note A-1 Holder or any document delivery obligation imposed on the Initial Note A-1 Holder under
any mortgage loan purchase and sale agreement, instrument of transfer or other document or instrument that may be executed or
delivered by the Initial Note A-1 Holder in connection with the Lead Securitization.


 






    	 	 29	 



     


    

 


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


 


(c)       The
Controlling Note Holder (or its Controlling Note Holder Representative) shall have, with respect to the Mortgage Loan, all of
the same rights and powers of the Controlling Class Representative under the Lead Securitization Servicing Agreement with respect
to the other mortgage loans included in the Lead Securitization, without limitation, the right to consent and/or consult regarding
Major Decisions and other servicing matters, the right to advise (1) the Special Servicer with respect to all Specially Serviced
Loans and (2) the Special Servicer with respect to non-Specially Serviced Loans as to all matters for which the Master Servicer
must obtain the consent or deemed consent of the Special Servicer, and the right to direct the Special Servicer to take, or to
refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling Class Representative may deem advisable
or as to which provision is otherwise made therein, in each case subject to the terms and conditions of the Lead Securitization
Servicing Agreement.


 


(d)       Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be required (i) to provide copies of any notice, information and report that it is required to provide to the Lead Securitization
Subordinate Class Representative pursuant to the Lead Securitization Servicing Agreement with respect to any Major Decisions or
the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, to each Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative), within the same time frame it is required to provide such notice,
information or report to the Lead Securitization Subordinate Class Representative (for this purpose, without regard to whether
such items are actually required to be provided to the Lead Securitization Subordinate Class Representative under the Lead Securitization
Servicing Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) to consult
with each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) on a strictly non-binding basis, to
the extent having received such notices, information and reports, such Non-


 






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Controlling Note Holder (or its Non-Controlling Note
Holder Representative) requests consultation with respect to any such Major Decisions or the implementation of any recommended
actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by each
Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative); provided that after the expiration of
a period of ten (10) Business Days from the delivery to each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
by the Lead Securitization Note Holder of written notice of a proposed action, together with copies of the notice, information
and report that would be required to be provided to the Lead Securitization Subordinate Class Representative as set forth above,
the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall no longer be obligated
to consult with such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative), whether or not such Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative) has responded within such ten (10) Business Day period (unless,
the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) proposes a new course
of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall
be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the
consultation rights of each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately
preceding sentence, the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf) may make
any Major Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10)
Business Day period if the Lead Securitization Note Holder (or Master Servicer or Special Servicer, as applicable) determines
that immediate action with respect thereto is necessary to protect the interests of the Note Holders. In no event shall the Lead
Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf) be obligated at any time to follow or
take any alternative actions recommended by any Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative).


 


In
addition to the consultation rights provided in the immediately preceding paragraph, each Non-Controlling Note 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 Master Servicer or the Special Servicer acting on its behalf), upon reasonable notice
and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related
to the Mortgage Loan are discussed.


 


(e)       If
any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning
of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall
be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within
the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf
of the Note Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the
Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of the pro
rata share of each Note Holder therein shall at all times qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to
or withhold consent from any action of


 






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


 


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


 


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


 


(a)       The
Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights
and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling
Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling
Note Holder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling
Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling Note Holder
Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower),
including, without limitation, the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate
of the Controlling Note Holder or any other unrelated third party. No such Controlling Note Holder Representative shall owe any
fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted to be
taken by the Controlling Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting on
behalf of the Controlling Note Holder. Any Servicer acting on behalf of the Lead Securitization Note Holder shall not be required
to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified the Servicer
or Trustee of such appointment and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note
Holder, the Controlling Note Holder Representative provides any Servicer or Trustee with written confirmation of its acceptance
of such appointment, an address and facsimile number for the delivery of notices and other correspondence and a list of officers
or employees of such person with whom the parties to this Agreement may deal (including their names, titles, work addresses and
facsimile numbers). The Controlling Note Holder shall promptly deliver such information to any Servicer. None of the Servicers,
Operating Advisor and Trustee shall be required to


 






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recognize any person as a Controlling Note Holder Representative until they
receive such information from the Controlling Note Holder. The Controlling Note Holder agrees to inform each such Servicer or
Trustee of the then-current Controlling Note Holder Representative.


 


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


 


(c)       Each
Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its
rights and obligations with respect to the Mortgage Loan (such representative, with respect to each Non-Controlling Note Holder,
its “Non-Controlling Note Holder Representative”). All of the provisions relating to Controlling Note Holder
and the Controlling Note Holder Representative set forth in Section 6(a) (except those contained in the last sentence thereof)
and Section 6(b) shall apply to each Non-Controlling Note Holder and its Non-Controlling Note Holder Representative mutatis
mutandis. The Non-Controlling Note Holder Representative with respect to each of Note A-2-1 and Note A-2-2, as of the date
of this Agreement and until the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) is notified
otherwise, shall be the Initial Note A-2-1 Holder and the Note A-2-2 Holder, respectively, provided that at any time either
of Note A-2-1 or Note A-2-2 is included in a Securitization, references to the “Non-Controlling Note Holder” herein
shall mean the related Non-Lead Securitization Subordinate Class Representative or any other party assigned the rights to exercise
the rights of the related “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Non-Lead
Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer
and the Special Servicer) has been given written notice.


 


Section
7.          Appointment
of Special Servicer. The Controlling Note Holder (or its Controlling Note Holder Representative) shall have the right at any
time and from time to


 






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time, with or without cause, subject to the terms and conditions of the Lead Securitization Servicing Agreement,
to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu
thereof. Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as
Special Servicer shall be made by delivering to the other Note Holders, the Master Servicer, the then existing Special Servicer
and other parties to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the
other conditions to such replacement as set forth in the Lead Securitization Servicing Agreement, if any (including, without limitation,
a Rating Agency Confirmation, if required by the terms of the Lead Securitization Servicing Agreement); provided,
that in the event the replacement Special Servicer does not have the Required Special Servicer Rating from any Rating Agency rating
a Non-Lead Securitization, a Rating Agency Confirmation will be required to be obtained with respect to such Rating Agency and
delivered to the related Non-Lead Securitization Note Holder. The Controlling Note Holder shall be solely responsible for
any expenses incurred in connection with any such replacement without cause. The Controlling Note Holder shall notify the other
parties hereto of its termination of the then currently serving Special Servicer and its appointment of a replacement Special
Servicer in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special Servicer with respect to
the Mortgage Loan as of the consummation of the securitization under the Lead Securitization Servicing Agreement, then the initial
Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the initial Special Servicer but this
shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder Representative) to designate a replacement
Special Servicer for the Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of the Special Servicer has occurred
that affects any Non-Controlling Note Holder, such Non-Controlling Note Holder shall have the right to direct the Trustee (or
at any time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling Note Holder) to terminate
the Special Servicer under the Lead Securitization Servicing Agreement (or at any time that the Mortgage Loan is no longer subject
to the provisions of the Lead Securitization Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage
Loan is being serviced) solely with respect to the Mortgage Loan pursuant to and in accordance with the terms of the Lead Securitization
Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing
Agreement, the successor servicing agreement pursuant to which the Mortgage Loan is being serviced). The Controlling Note Holder
and each Non-Controlling Note Holder acknowledge and agree that any successor special servicer appointed to replace the Special
Servicer with respect to the Mortgage Loan that was terminated for cause at a Non-Controlling Note Holder’s direction cannot
at any time be the person (or an Affiliate thereof) that was so terminated without the prior written consent of such Non-Controlling
Note Holder. The related Non-Controlling Note Holder shall be solely responsible for reimbursing the Trustee’s or the Controlling
Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable time by the terminated special servicer
and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in the Collection Account.


 


Section
8.          Payment
Procedure.


 


(a)       The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead
Securitization Servicing Agreement, shall


 






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deposit or cause to be deposited all payments allocable to the Notes to the Loan Combination
Custodial Account pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note
Holder (or the Master Servicer acting on its behalf) shall deposit such amounts to the applicable account within one (1) Business
Day after receipt of properly identified funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf)
from or on behalf of the Mortgage Loan Borrower; provided, however, that to the extent any such amounts are received after 2:00
p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to deposit such amounts
into the applicable account within one (1) Business Day of receipt thereof but, in any event, the Master Servicer shall deposit
such amounts into the applicable account within two (2) Business Days of receipt thereof.


 


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


 


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


 


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


 


Section
9.          Limitation
on Liability of the Note Holders. Each Initial Note Holder shall have no liability to the other Note Holders with respect
to its Note except with


 






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respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this
Agreement on the part of such Initial Note Holder.


 


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


 


Section
10.          Bankruptcy. Subject to Section 5(d), each Note Holder
hereby covenants and agrees that only the Servicer has the right to institute, file, commence, acquiesce, petition under Bankruptcy
Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke
an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its
property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further
agrees that only the Servicer, and not the Non-Lead Securitization Note Holders or any of their representatives, can make any
election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other
action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The
Note Holders hereby appoint the Servicer as their agent, and grant to the Servicer an irrevocable power of attorney coupled with
an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the
Non-Lead Securitization Note Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy
Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote
to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan,
and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby
agree that, upon the request of the Servicer, each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver
to the Servicer all and every such further deeds, conveyances and instruments as the Servicer may reasonably request for the better
assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency
Proceeding are subject to and must be in accordance with the Servicing Standard.


 


Section
11.          Representations of the Note Holders. Each Note Holder
represents and warrants that the execution, delivery and performance of this Agreement is within its corporate powers, has been
duly authorized by all necessary corporate action, and does not contravene such Note Holder’s charter or any law or contractual
restriction binding upon such Note Holder, and that this Agreement is the legal, valid and binding obligation of such Note Holder
enforceable against such Note Holder in accordance with its terms, except as such


 






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enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except
that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law.
Each Note Holder represents and warrants that it is duly organized, validly existing, in good standing and in possession of all
licenses and authorizations necessary to carry on its business. Each Note Holder represents and warrants that (a) this Agreement
has been duly executed and delivered by such Note Holder, (b) to such Note Holder’s actual knowledge, all consents, approvals,
authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery
and performance of this Agreement by such Note Holder have been obtained or made and (c) to such Note Holder’s actual knowledge,
there is no pending action, suit or proceeding, arbitration or governmental investigation against such Note Holder, an adverse
outcome of which would materially and adversely affect its performance under this Agreement.


 


Section
12.          No
Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken pursuant hereto
shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association, joint venture
or other entity. No Note Holder shall have any obligation whatsoever to offer to the other Note Holders the opportunity to purchase
a participation interest in any future loans originated by such Note Holder or its Affiliates and if any Note Holder chooses to
offer to the other Note Holders the opportunity to purchase a participation interest in any future mortgage loans originated by
such Note Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Note Holder chooses,
in its sole and absolute discretion. No Note Holder shall have any obligation whatsoever to purchase from the other Note Holders
a participation interest in any future loans originated by such Note Holder or its Affiliates.


 


Section
13.          Other
Business Activities of the Note Holders. Each Note Holder acknowledges that the other Note Holders or their Affiliates
may make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or
any Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership interests in the Mortgage Loan
Borrower or any entity that is a holder of a preferred equity interest in the Mortgage Loan Borrower (each, a “Mortgage
Loan Borrower Related Party”), and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower
Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement
and the transactions contemplated hereby were not in effect.


 


Section
14.          Sale
of the Notes.


 


(a)       Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise
dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender.
Promptly after the Transfer, each non-transferring Note Holder shall be provided with (x) a representation from a transferee or
the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer
in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in
Section 15 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the


 






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


 


For
the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage
any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade
or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination,
or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only)
be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise
engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise
engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation
pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to
review or otherwise engage in such prior request.


 


(b)       In
the case of any Transfer of a participation interest in any of the Notes, (i) the respective Note Holders’ obligations under
this Agreement shall remain unchanged, (ii) such Note Holders shall remain solely responsible for the performance of such obligations,
and (iii) the Lead Securitization Note Holder and any Persons acting on its behalf shall continue to deal solely and directly
with such Note Holder in connection with such Note Holder’s rights and


 






    	 	 38	 



     


    

 


obligations under this Agreement and the Lead Securitization
Servicing Agreement, and all amounts payable hereunder shall be determined as if such Note Holder had not sold such participation
interest.


 


(c)       Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than the
Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that is either a
Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or
the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in this
Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any person which Controls
such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder,
provided that a Note Pledgee which is not a Qualified Institutional Lender may not take title to the pledged Note without
a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to each other Note Holder and any Servicer that
a Pledge has been effected (including the name and address of the applicable Note Pledgee), each such other Note Holder agrees
to acknowledge receipt of such notice and thereafter agrees: (i) to give such Note Pledgee written notice of any default by the
pledging Note Holder in respect of its obligations under this Agreement of which default such Note Holder has actual knowledge;
(ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Note Holder in respect of its obligations
to such other Note Holder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment,
modification, waiver or termination of this Agreement shall be effective against such Note Pledgee without the written consent
of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Note Holder
shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving of same to
the pledging Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee
shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to such other
Note Holder; and (vi) that, upon written notice (a “Redirection Notice”) to such other Note Holder and any
Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure periods, under the pledging
Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the pledging Note Holder
and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder), and until such Redirection
Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Note Holder
or Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant to this Agreement or the
Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely releases each other Note
Holder and any Servicer from any liability to the pledging Note Holder on account of such other Note Holder’s or Servicer’s
compliance with any Redirection Notice believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee.
Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee
(and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement.
In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage
Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or similar sale held
by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to


 






    	 	 39	 



     


    

 


the pledging
Note Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional
Lender shall assume in writing the obligations of the pledging Note Holder hereunder accruing from and after such Transfer (i.e.,
realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The
rights of a Note Pledgee under this Section 14(c) shall remain effective as to any Note Holder (and any Servicer) unless and until
such Note Pledgee shall have notified any such Note Holder (and any Servicer, as applicable) in writing that its interest in the
pledged Note has terminated.


 


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


 


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


 


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


 


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


 


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


 


(v)       Unless
the Conduit is in fact then a Qualified Institutional Lender, the Conduit will not without obtaining a Rating Agency Confirmation
from each Rating Agency have any greater right to acquire the interests in the Note pledged by such Note Holder, by foreclosure
or otherwise, than would any other purchaser that is not a Qualified Institutional Lender at a foreclosure sale conducted by a
Note Pledgee.


 


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


 






    	 	 40	 



     


    

 


hereunder, each Note Holder hereby designates such person as its agent under this Section 15 solely
for purposes of maintaining the Note Register.


 


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


 


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


 


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


 


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


 


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


 






    	 	 41	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


Section
22.          Severability.
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or invalid under applicable laws, such


 






    	 	 42	 



     


    

 


provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Agreement.


 


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


 


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


 


(b)       Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall and hereby agrees to indemnify
the Lead Securitization Note Holder against and hold the Lead Securitization Note Holder harmless from and against any Taxes,
interest, penalties and attorneys’ fees and disbursements arising or resulting from any failure of the Lead Securitization
Note Holder to withhold Taxes from payment made to such Note Holder in reliance upon any representation, certificate, statement,
document or instrument made or provided by such Note Holder to the Lead Securitization Note Holder in connection with the obligation
of the Lead Securitization Note Holder to withhold Taxes from payments made to such Note Holder, it being expressly understood
and agreed that (i) the Lead Securitization Note Holder shall be absolutely and unconditionally entitled to accept any such representation,
certificate, statement, document or instrument as being true and correct in all respects and to fully rely thereon without any
obligation or responsibility to investigate or to make any inquiries with respect to the accuracy, veracity, correctness or validity
of the same and (ii) such Note Holder, upon request of the Lead Securitization Note Holder and at its sole cost and expense, shall
defend any claim or action relating to the foregoing indemnification using counsel selected by the Lead Securitization Note Holder.


 


(c)       Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) represents (for the benefit of the
Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage
Loan Borrower is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise
pursuant to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary during the
term of this Agreement, each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall
deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization Note
Holder substantiating that such Note


 






    	 	 43	 



     


    

 


Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement.
Without limiting the effect of the foregoing, (i) if a Note Holder is created or organized under the laws of the United States,
any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the
Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if a Non-Lead Securitization Note Holder is not
created or organized under the laws of the United States, any state thereof or the District of Columbia, and if the payment of
interest or other amounts by the Mortgage Loan Borrower is treated for United States income tax purposes as derived in whole or
part from sources within the United States, such Note Holder shall satisfy the requirements of the preceding sentence by furnishing
to the Lead Securitization Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form
W-8BEN, or successor forms, as may be required from time to time, duly executed by such Note Holder, as evidence of such Note
Holder’s exemption from the withholding of United States tax with respect thereto. The Lead Securitization Note Holder shall
not be obligated to make any payment hereunder with respect to any Non-Lead Securitization Note or otherwise until the related
Non-Lead Securitization Note Holder of such Note shall have furnished to the Lead Securitization Note Holder requested forms,
certificates, statements or documents.


 


Section
25.          Custody
of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Non-Lead Securitization
Notes) (a) prior to the Lead Securitization will be held by the Initial Agent (or a custodian on its behalf) and (b) after the
Lead Securitization, will be held by the Lead Securitization Note Holder (in the name of the Trustee and held by a duly appointed
custodian therefor in accordance with the Lead Securitization Servicing Agreement), in each case, on behalf of the registered
holders of the Notes.


 


Section
26.          Cooperation
in Securitization. 


 


(a)       Each Note Holder
acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection with
a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization Note Holder, each
Non-Lead Securitization Note Holder shall use reasonable efforts, at the Lead Securitization Note Holder’s expense, to satisfy,
and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market
standards to which the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace
or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any
modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in attempting
to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be
reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection
with the Lead Securitization or otherwise at any time prior to the Lead Securitization, a Non-Lead Securitization Note Holder
shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable)
in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments
due to or priority of such payments to, such Non-Lead Securitization


 






    	 	 44	 



     


    

 


Note Holder or (ii) materially increase such Non-Lead Securitization
Note Holder’s obligations or materially decrease such Non-Lead Securitization Note Holder’s rights, remedies or protections.
In connection with the Lead Securitization, each Non-Lead Securitization Note Holder agrees to provide for inclusion in any disclosure
document relating to the Lead Securitization such information concerning such Non-Lead Securitization Note Holder and the related
Non-Lead Securitization Note as the Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and
each Non-Lead Securitization Note Holder covenants and agrees that it shall, at the Lead Securitization Note Holder’s expense,
cooperate with the reasonable requests of each Rating Agency and Lead Securitization Note Holder in connection with the Lead Securitization
(including, without limitation, reasonably cooperating with the Lead Securitization Noteholder (without any obligation to make
additional representations and warranties) to enable the Lead Securitization Noteholder to make all necessary certifications and
deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and the Lead
Securitization), as well as in connection with all other matters and the preparation of any offering documents thereof and to
review and respond reasonably promptly with respect to any information relating to such Non-Lead Securitization Note Holder and
the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges
that the information provided by it to the Lead Securitization Note Holder may be incorporated into the offering documents for
the Lead Securitization. The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information
supplied by, or on behalf of, each Non-Lead Securitization Note Holder. The Lead Securitization Note Holder will reasonably cooperate
with each Non-Lead Securitization Note Holder by providing all information reasonably requested that is in the Lead Securitization
Note Holder’s possession in connection with such Non-Lead Securitization Note Holder’s preparation of disclosure materials
in connection with a Securitization.


 


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


 


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


 


Prior
to Securitization of a Non-Lead Securitization Note (including any New Notes), all notices, reports, information or other deliverables
required to be delivered to the related Non-Lead Securitization Note Holder or the related Non-Controlling Note Holder pursuant
to this Agreement or the Lead Securitization Servicing Agreement by the Lead Securitization Note Holder (or the Master Servicer
or the Special Servicer acting on its behalf)


 






    	 	 45	 



     


    

 


only need to be delivered to the related Non-Controlling Note Holder Representative
and, when so delivered to the related Non-Controlling Note Holder Representative, the Lead Securitization Note Holder (or the
Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with
respect to such items hereunder or under the Lead Securitization Servicing Agreement. Following Securitization of a Non-Lead Securitization
Note, all notices, reports, information or other deliverables required to be delivered to the related Non-Lead Securitization
Note Holder or the related Non-Controlling Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement
by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered
to the related Non-Lead Master Servicer and the related Non-Lead Special Servicer (who then may forward such items to the party
entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and,
when so delivered to the related Non-Lead Master Servicer and the related Non-Lead Special Servicer, the Lead Securitization Note
Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations
with respect to such items hereunder or under the Lead Securitization Servicing Agreement.


 


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


 


Section
29.          Certain
Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 46	 



     


    

 


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


 


Section
30.          Reserved.


 


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


 


Section
32.          Resizing. Notwithstanding any other provision
of this Agreement, for so long as CGMRC or an affiliate thereof (a “CGMRC Entity”) is the owner of a Non-Lead
Securitization Note (the “Owned Note”), such CGMRC Entity shall have the right, subject to the terms of the
Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in either
case, “New Notes”) reallocating the principal of such Owned Note to such New Notes or severing such 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 Notes pay pro rata and on a pari passu
basis (including after a default and in connection with a condemnation or prepayment) and such reallocated or component notes
shall be automatically subject to the terms of this Agreement, and (iv) the CGMRC Entity holding the New Notes shall notify the
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. Except for the foregoing reallocation or severance and for modifications pursuant
to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent
of its holder and the consent of the holder of the other Note. In connection with the foregoing (provided the conditions set forth
in (i) through (iv) above are satisfied, as certified by the CGMRC Entity, on which certification the Master Servicer can rely),
the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement
on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal
(which may include the amendment or addition of applicable defined terms to reflect the New Notes) or such severing of such Owned
Note. If an Owned Note is severed into “component” notes, such component notes


 






    	 	 47	 



     


    

 


shall each have the same rights as
the related Owned Note. For the avoidance of doubt, Rating Agency Confirmation shall not be required for any amendments to this
Agreement required to facilitate the terms of this Section 32.


 


[SIGNATURE
PAGE FOLLOWS]


 






    	 	 48	 



     


    

 


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


 





	 	CITIGROUP
    GLOBAL MARKETS REALTY CORP., as Initial Note A-1 Holder
	 	 	 
	 	By:	/s/ Richard W. Simpson
	 	 	Name: Richard W. Simpson
	 	 	Title:   Authorized Signatory


  





	 	CITIGROUP
    GLOBAL MARKETS REALTY CORP., as Initial Note A-2-1 Holder
	 	 	 
	 	By:	/s/ Richard W. Simpson
	 	 	Name: Richard W. Simpson
	 	 	Title:   Authorized Signatory


 





	 	CITIGROUP
    GLOBAL MARKETS REALTY CORP., as Initial Note A-2-2 Holder
	 	 	 
	 	By:	/s/ Richard W. Simpson
	 	 	Name: Richard W. Simpson
	 	 	Title:   Authorized Signatory


 





(Co-Lender
Agreement – 8 Times Square & 1460 Broadway Mortgage Loan)


 






    	 	 	 



     


    

 


EXHIBIT
A


 


MORTGAGE
LOAN SCHEDULE


 


Description
of Mortgage Loan


 


	Mortgage Loan Borrower:	1460
    Fee SWIGHM LLC and 1460 Leashold SWIGHM LLC
	Date
    of Mortgage Loan:	October
    20, 2016
	Date
    of Original Note:	October
    20, 2016
	Original
    Principal Amount of Mortgage Loan:	$200,000,000
	Principal
    Amount of Mortgage Loan as of the date hereof:	$200,000,000
	Initial
    Note A-1 Principal Balance:	$100,000,000
	Initial
    Note A-2-1 Principal Balance:	$75,000,000
	Initial
    Note A-2-2 Principal Balance:	$25,000,000
	Location
    of Mortgaged Property:	New
    York, New York
	Initial
    Maturity Date:	November
    6, 2026



 






    	 	 A-1	 



     


    

 


EXHIBIT
B


 


1.       Initial
Note A-1 Holder:


 


(Prior
to Securitization of Note A-1):


 


Citigroup
Global Markets Realty Corp.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice





Facsimile
number: (212) 723-8599


 


with
copies to:


 


Citigroup
Global Markets Realty Corp.

390 Greenwich Street, 7th Floor

New York, New York 10013

Attention: Richard Simpson 


Facsimile
number: (646) 328-2943


 


with
an electronic copy emailed to: richard.simpson@citi.com


 


and


 

Citigroup Global Markets Realty Corp.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor 


Facsimile
number: (646) 862-8988


 


with
an electronic copy emailed to: ryan.m.oconnor@citi.com


 


(Following
Securitization of Note A-1):


 


(i)       Depositor:


 


Deutsche
Mortgage & Asset Receiving Corporation


60
Wall Street

New York, New York 10005

Attention: Lainie Kaye


 






    	 	 B-1	 



     


    

 


with
a copy to:



Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Anna H. Glick


 


(ii)       Master
Servicer:


 


Wells
Fargo Bank, National Association


Commercial
Mortgage Servicing

Three Wells Fargo

401 South Tryon Street, 8th Floor 


MAC
D1050-084

Charlotte, North Carolina 28202

Attention: CD 2016-CD2 Asset Manager


Email:
commercial.servicing@wellsfargo.com


 


with
a copy to:


 


Wells
Fargo Bank, National Association

Legal Department

301 South College Street

D1053-300 


Charlotte,
North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support


 


with
a copy to:


 


K&L
Gates LLP

Hearst Tower

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann


 


(iii)       Special
Servicer:


 


KeyBank
National Association 


11501
Outlook Street, Suite 300





Overland
Park, Kansas 66211 


Attention:
Clark Rogers





Facsimile
number: (877) 379-1625 


Email:
clark_w_rogers@keybank.com


 


with
a copy to:


 


Polsinelli
PC


 






    	 	 B-2	 



     


    

 


900
West 48th Place, Suite 900 


Kansas
City, Missouri 64112





Attention:
Kraig Kohring 


Facsimile
number: (816) 753-1536





Email:
kkohring@polsinelli.com


 


(iv)      Trustee:


 


Wilmington
Trust, National Association





1100
North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee CD 2016-CD2


 


with
a copy to:



Telecopy: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 


(v)       Certificate
Administrator:





Wells
Fargo Bank, National Association





Corporate
Trust Services

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services — CD 2016-CD2


 


with
copies to:


 




ct.cmbs.bond.admin@wellsfargo.com; and

trustadministrationgroup@wellsfargo.com


 


(vi)      Asset
Representations Reviewer and Operating Advisor:


 


Park
Bridge Lender Services LLC


600
Third Avenue, 40th Floor

New York, New York 10016

Attention: CD 2016-CD2-Surveillance Manager (with a copy sent contemporaneously via email 

to
cmbs.notices@parkbridgefinancial.com)


 


2.       Initial
Note A-2-1 Holder:


 


Citigroup
Global Markets Realty Corp.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice


Facsimile
number: (212) 723-8599


 






    	 	 B-3	 



     


    

 


with
copies to:


 


Citigroup
Global Markets Realty Corp.

390 Greenwich Street, 7th Floor

New York, New York 10013

Attention: Richard Simpson


Facsimile
number: (646) 328-2943


 


with
an electronic copy emailed to: richard.simpson@citi.com


 


and


 




Citigroup Global Markets Realty Corp.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor





Facsimile
number: (646) 862-8988


 


with
an electronic copy emailed to: ryan.m.oconnor@citi.com


 


3.       Initial
Note A-2-2 Holder:


 


Citigroup
Global Markets Realty Corp.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice 


Facsimile
number: (212) 723-8599


 


with
copies to:


 


Citigroup
Global Markets Realty Corp.

390 Greenwich Street, 7th Floor

New York, New York 10013

Attention: Richard Simpson


Facsimile
number: (646) 328-2943


 


with
an electronic copy emailed to: richard.simpson@citi.com


 


and


 




Citigroup Global Markets Realty Corp.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor





Facsimile
number: (646) 862-8988


 


with
an electronic copy emailed to: ryan.m.oconnor@citi.com


 






    	 	 B-4	 



     


    

 


EXHIBIT
C


 


PERMITTED
FUND MANAGERS


 


		1.	Westbrook
                                         Partners






		2.	DLJ
                                         Real Estate Capital Partners






		3.	iStar
                                         Financial Inc.






		4.	Capital
                                         Trust, Inc.






		5.	Lend-Lease
                                         Real Estate Investments






		6.	Archon
                                         Capital, L.P.






		7.	Whitehall
                                         Street Real Estate Fund, L.P.






		8.	The
                                         Blackstone Group International Ltd.






		9.	Apollo
                                         Real Estate Advisors






		10.	Colony
                                         Capital, Inc.






		11.	Praedium
                                         Group






		12.	J.E.
                                         Robert Companies






		13.	Fortress
                                         Investment Group LLC






		14.	Lonestar
                                         Opportunity Fund






		15.	Clarion
                                         Partners






		16.	Walton
                                         Street Capital, LLC






		17.	Starwood
                                         Financial Trust






		18.	BlackRock,
                                         Inc.






		19.	Rialto
                                         Capital Management, LLC






		20.	Raith
                                         Capital Partners, LLC






		21.	Eightfold
                                         Real Estate Capital, L.P.






		22.	Perella
                                         Weinberg Partners






		23.	Square
                                         Mile Capital Management LLC



 






    	 	 C-1