Exhibit 4.6


 


 





Execution
Copy


 


AMENDED
AND RESTATED CO-LENDER AGREEMENT


 


Dated
as of May 20, 2015


 


by and among


 


COLUMN FINANCIAL INC.

(Initial Note Group 1-1 Holder)


 


and


 


COLUMN
FINANCIAL INC.

(Initial Note Group 1-2 Holder)


 


and


 


COLUMN
FINANCIAL, INC.

(Initial Note Group 2 Holder)


 


and


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF CSAIL 2015-C1 COMMERCIAL MORTGAGE TRUST, COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2015-C1

(Note Group 3 Holder) 


 


Westfield
Wheaton Mall


 






    	 



    	 



    

 


TABLE
OF CONTENTS 


 


Page


 






	Section 1.	Definitions	2
	Section 2.	Servicing of the Mortgage Loan	17
	Section 3.	Priority of Payments	22
	Section 4.	Workout	24
	Section 5.	Administration of the Mortgage Loan	24
	Section 6.	Appointment of Controlling Note Holder
    Representative and Non-Controlling Note Holder Representative	28
	Section 7.	Appointment of Special Servicer	31
	Section 8.	Payment Procedure	32
	Section 9.	Limitation on Liability of the Note Holders	33
	Section 10.	Bankruptcy	34
	Section 11.	Representations of the Note Holders	34
	Section 12.	No Creation of a Partnership or Exclusive Purchase Right	35
	Section 13.	Other Business Activities of the Note Holders	35
	Section 14.	Sale of the Notes	35
	Section 15.	Registration of the Notes and Each Note Holder	38
	Section 16.	Governing Law; Waiver of Jury Trial	39
	Section 17.	Submission To Jurisdiction; Waivers	39
	Section 18.	Modifications	40
	Section 19.	Statement of Intent	40
	Section 20.	Successors and Assigns; Third Party Beneficiaries	40
	Section 21.	Counterparts	40
	Section 22.	Captions	40
	Section 23.	Severability	41
	Section 24.	Entire Agreement	41
	Section 25.	Withholding Taxes	41
	Section 26.	Custody of Mortgage Loan Documents	42
	Section 27.	Cooperation in Securitization	42
	Section 28.	Notices	44
	Section 29.	Broker	44
	 	 	 







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TABLE
OF CONTENTS


(Continued) 


Page


 





	Section 30.	Certain Matters Affecting the Agent	44
	Section 31.	Resignation of Agent	44
	Section 32.	Resizing	45


  





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THIS
AMENDED AND RESTATED CO-LENDER AGREEMENT (this “Agreement”), dated as of May 20, 2015 by and between COLUMN
FINANCIAL, INC. (together with its successors in interest, “CFI”), as initial owner of the Note A-1-1 and Note
B-1-1 (in such capacity, the “Initial Note Group 1-1 Holder”), CFI, as initial owner of the Note A-1-2 and
Note B-1-2 (in such capacity, the “Initial Note Group 1-2 Holder”), CFI, as initial owner of the Note A-2 and
Note B-2 (in such capacity, the “Initial Note Group 2 Holder”) and WELLS FARGO BANK, NATIONAL ASSOCIATION,
AS TRUSTEE FOR THE REGISTERED HOLDERS OF CSAIL 2015-C1 COMMERCIAL MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2015-C1, as initial owner of the Note A-3 and Note B-3 (in such capacity, the “Note Group 3 Holder”
and, collectively with the Initial Note Group 1-1 Holder, the Initial Group 1-2 Holder and the Initial Note Group 2 Holder, the
“Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), CFI 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, as of the date hereof,
is evidenced, inter alia, by that (i) certain Promissory Note A-1, dated February 3, 2015, in the original principal amount of
$108,419,705 made by Mortgage Loan Borrower to CFI (the “Initial Note Group 1 Holder”) (as the same may be
amended, modified, supplemented or replaced from time to time, “Note A-1”), (ii) certain Promissory Note A-2,
dated February 3, 2015, in the original principal amount of $77,442,646 made by Mortgage Loan Borrower to Initial Note Group 2
Holder (as the same may be amended, modified, supplemented or replaced from time to time, “Note A-2”), (iii)
certain Promissory Note A-3, dated February 3, 2015, in the original principal amount of $41,255,175 made by Mortgage Loan Borrower
to CFI (the “Initial Note Group 3 Holder”, and together with the Initial Note Group 1 Holder and the Initial
Note Group 2 Holder, the “Initial Note Holders”) (as the same may be amended, modified, supplemented or replaced
from time to time, “Note A-3”), (iv) certain Promissory Note B-1, dated February 3, 2015, in the original principal
amount of $3,580,295 made by Mortgage Loan Borrower to Initial Note Group 1 Holder (as the same may be amended, modified, supplemented
or replaced from time to time, “Note B-1”), (v) certain Promissory Note B-2, dated February 3, 2015, in the
original principal amount of $2,557,354 made by Mortgage Loan Borrower to Initial Note Group 2 Holder (as the same may be amended,
modified, supplemented or replaced from time to time, “Note B-2”) and (vi) certain Promissory Note B-3,
dated February 3, 2015, in the original principal amount of $1,362,351 made by Mortgage Loan Borrower to Initial Note Group 3
Holder (as the same may be amended, modified, supplemented or replaced, “Note B-3” and, together with Note
A-1, Note A-2, Note A-3, Note B-1 and Note B-2, the “Original Notes”), each secured by a first priority Deed
of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated February 3, 2015 (as the same may be amended,
modified or supplemented from time to time, the “Mortgage”), between the CFI and the Mortgage Loan Borrower,
encumbering that certain real property located as described in the Mortgage Loan Agreement (the “Mortgaged Property”);


 






    	 



    	 



    

 


WHEREAS,
the Initial Note Holders entered into that certain Co-Lender Agreement, dated March 20, 2015 (the “Original Co-Lender
Agreement”) to memorialize the terms under which they, and their successors and assigns, would hold the Original Notes;


 


WHEREAS,
pursuant to certain Allonges executed by the Initial Note Group 3 Holder in favor of the Note Group 3 Holder, the Note Group 3
Holder is the current Holder of Note A-3 and Note B-3;


 


WHEREAS,
pursuant to that certain Note Splitter and Loan Modification Agreement, dated as of February 3, 2015, among the Mortgage Loan
Borrower and the Initial Note Holders, the parties thereto agreed that (i) Note A-1 would be split into two promissory notes,
(a) the first being Promissory Note A-1-1, dated February 3, 2015, in the original principal amount of $91,963,142.63 (as the
same may be amended, modified, supplemented or replaced from time to time, “Note A-1-1”) and (b) the second
being Promissory Note A-1-2, dated February 3, 2015, in the original principal amount of $16,456,562.37 (as the same may be amended,
modified, supplemented or replaced from time to time, “Note A-1-2”) and (ii) that Note B-1 would be split into
two promissory notes, (a) the first being Promissory Note B-1-1, dated February 3, 2015, in the original principal amount of $3,036,857.37
(as the same may be amended, modified, supplemented or replaced from time to time, “Note B-1-1”) and (b) the
second being Promissory Note B-1-2, dated February 3, 2015, in the original principal amount of $543,437.63 (as the same may be
amended, modified, supplemented or replaced from time to time, “Note B-1-2”);


 


WHEREAS,
each Note Holder desires to amend and restate the Original Co-Lender Agreement to memorialize the terms under which they, and
their successors and assigns, shall hold the Notes; and


 


WHEREAS,
Note A-1-1, Note A-1-2, Note A-2 and Note A-3 (together, the “A Notes”) are senior to Note B-1-1, Note B-1-2,
Note B-2 and Note B-3 (together, the “B Notes”) and each A Note is pari passu with each other A Note
and each B Note is pari passu with each other B Note;


 


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 meaning ascribed to such terms, or terms of substantially
similar import, 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.


 


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


 


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


 



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“Agent”
shall mean (a) during the period from and after the Note Group 3 Securitization Date and prior to the Note Group 1-1 Securitization
Date, shall mean the Note Group 3 Master Servicer and (b) on and after the Note Group 1-1 Securitization Date, the Note Group
1-1 Master Servicer.


 


“Agent
Office” shall mean (a) during the period from and after the Note Group 3 Securitization Date and prior to the Note Group
1-1 Securitization Date, shall be the offices of the Note Group 3 Master Servicer and (b) on and after the Note Group 1-1 Securitization
Date, shall be the offices of the Note Group 1-1 Master Servicer. The Agent Office 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 Amended and Restated Co-Lender Agreement, the exhibits and schedule hereto and all amendments hereof and thereof
and supplements hereto and thereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Collection
Account” shall mean the “Collection Account” or other analogous term as defined in the Lead Securitization
Servicing Agreement.


 


“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).


 






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“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. “Controlled”
and “Controls” have meanings correlative thereto.


 


“Controlling
Note Holder” shall mean the holder of the Controlling Note Group; provided that at any time the Controlling Note
Group is included in the Lead Securitization, references to the “Controlling Note Holder” herein shall mean the holders
of the majority of the class of securities issued in the Lead Securitization designated as the “controlling class”
or such other class(es) or party otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”
hereunder, as and to the extent provided in the Lead Securitization Servicing Agreement; provided that if at any time 50%
or more of the Controlling Note Group (or the class of securities issued under the Lead Securitization Servicing Agreement designated
as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling
Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, the holder of the Controlling
Note Group (or the class of securities issued under the Lead Securitization Servicing Agreement designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the Controlling Note Holder) shall
not be entitled to exercise any rights of the Controlling Note Holder.


 


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


 


“Controlling
Note Group” shall mean Note Group 1-1.


 


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


 


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


 


“Directing
Certificateholder” shall mean the “Controlling Class Certificateholder” or other analogous term as defined
in the Lead Securitization Servicing Agreement.


 


“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, Inc., and its successors in interest.


 


“Indemnified
Items” shall have the meaning assigned to such term in Section 2(b) of this Agreement.


 


“Indemnified
Parties” shall have the meaning assigned to such term in Section 2(b) of this Agreement.


 






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


 


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


 


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


 


“Initial
Note Group 3 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 Note Rate (as defined in the Mortgage Loan Documents).


 


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


 


“Intervening
Trust Vehicle” with respect to any Securitization Vehicle that is a CDO, shall mean a trust vehicle or entity that holds
any Note Group 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 (a) during the period from and after the Note Group 3 Securitization Date and prior to the
Note Group 1-1 Securitization Date, the Note Group 3 Securitization, and (b) on and after the Note Group 1-1 Securitization Date,
the Note Group 1-1 Securitization.


 


“Lead
Securitization Note Group” shall mean (a) during the period from and after the Note Group 3 Securitization Date, Note
Group 3, and (b) on and after the Note Group 1-1 Securitization Date, Note Group 1-1.


 


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


 


“Lead
Securitization Servicing Agreement” shall mean the pooling and servicing agreement or other comparable agreement related
to the Lead Securitization.


 


“Lead
Securitization Subordinate Class Representative” shall mean the “Directing Certificateholder” or other analogous
term as defined in the Lead Securitization Servicing Agreement.


 


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


 


“Major
Decisions” shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing
Agreement.


 


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


 


“Monthly
Payment Date” shall mean the Scheduled Payment Date (as defined in the Mortgage Loan Documents).


 


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


 


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


 


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


 


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


 


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of February 3, 2015, between Wheaton Plaza Regional Shopping
Center LLC, as borrower, CFI, as lender, as further modified by that certain Note Splitter and Loan Modification Agreement, dated
as of February 3, 2015, and as the same may be further amended, restated, supplemented or otherwise modified from time to time,
subject to the terms hereof.


 






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“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, guarantying or 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.


 


“New
Note Groups” shall have the meaning assigned to such term in Section 32.


 


“Non-Controlling
Note Group” shall mean any of Note Group 1-2, Note Group 2 or Note Group 3 or any New Note Group(s) issued in respect
thereof.


 


“Non-Controlling
Note Holder” shall mean each holder of a Non-Controlling Note Group; provided that at any time such Non-Controlling
Note Group is included in a Securitization, references to the “Non-Controlling Note Holder” herein shall mean the
Non-Lead Securitization Subordinate Class Representative or any other party assigned the rights to exercise the rights of a “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 Group Holder (and the Master Servicer and the Special Servicer) has been
given written notice; provided that if at any time 50% or more of the Controlling Note Group is held by the Mortgage Loan
Borrower or an Affiliate of the Mortgage Loan Borrower, the Controlling Note Holder shall not be entitled to exercise any rights
of the Controlling Note Holder, and the Note Group 1-2 Holder shall be the Controlling Note Holder, unless 50% or more of Note
Group 1-2 is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan, in which case the Note Group 2 Holder shall
be the Controlling Note Holder, unless 50% or more of Note Group 2 is held by the Mortgage Loan Borrower or an Affiliate of the
Mortgage Loan Borrower, in which case the Note Group 3 Holder shall be the Controlling Note Holder, unless 50% or more of Note
Group 3 is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower. If 50% or more of each of Note Group
1-1, Note Group 1-2, Note Group 2 and Note Group 3 are held 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. With respect to any Non-Controlling
Note Group, the Lead Securitization Note Group Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
not be required at any time to deal with more than one party exercising the rights of any particular “Non-Controlling Note
Holder” herein or under the Lead Securitization Servicing Agreement and, (x) to the extent that the related Non-Lead Securitization
Servicing Agreement assigns such rights to more than one party, or (y) to the extent a Non-Controlling Note Group is split into
two or more New Note Groups pursuant to Section 32, for purposes of this Agreement, the Non-Lead


 






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Securitization Servicing
Agreement or the holders of such New Note Groups shall designate one party to deal with the Lead Securitization Note Group Holder
(or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead
Securitization Note Group Holder (and the Master Servicer and the Special Servicer acting on its behalf); provided that,
in the absence of such designation and notice, the Lead Securitization Note Group Holder (or the Master Servicer or the Special
Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written notice as having
been designated as the Non-Controlling Note Holder with respect to such Non-Controlling Note Group, as the Non-Controlling Note
Holder for such Non-Controlling Note for all purposes of this Agreement. As of the date hereof and until further notice from a
Non-Lead Securitization Note Group Holder (or the Non-Lead Master Servicer or another party acting on its behalf), the Initial
Note Group 1-2 Holder is the Non-Controlling Note Holder with respect to Note Group 1-2, the Initial Note Group 2 Holder is the
Non-Controlling Note Holder with respect to Note Group 2 and the Initial Note Group 3 Holder is the Non-Controlling Note Holder
with respect to Note Group 3.


 


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


 


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


 


“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 any Securitization of a Note Group in a Securitization Trust other than the Lead Securitization.


 


“Non-Lead
Securitization Note Group” shall mean any Note Group other than the Lead Securitization Note Group.


 


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


 


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


 






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“Non-Lead
Securitization Subordinate Class Representative” shall mean the holders of the majority of the class of securities issued
in the Securitization of a Non-Lead Securitization Note Group designated as the “controlling class” pursuant to the
related Non-Lead Securitization Servicing Agreement or their duly appointed representative; provided that if 50% or more
of the class of securities issued in any Non-Lead Securitization designated as the “controlling class” or such other
class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage
Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled to exercise the rights of the related
Non-Lead Securitization Subordinate Class Representative.


 


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


 


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


 


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


 


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


 


“Non-Securitizing
Note Holder” shall mean, with respect to a Securitization, each Note Holder other than a Securitizing Note Holder with
respect to such Securitization.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note
A-2 Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note
A-2 Principal Balance set forth on the Mortgage Loan


 






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Schedule, less any payments of principal thereon (or on any new notes issued
in substitution thereof) received by the Note Group 2 Holder (or any holders of new notes issued in substitution of the Note A-2)
or reductions in such amount pursuant to Section 3 or 4, as applicable.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note
B-3 Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note
B-3 Principal Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon (or on any new notes issued
in substitution thereof) received by the Note Group 3 Holder (or any holders of new notes issued in substitution of the Note B-3)
or reductions in such amount pursuant to Section 3 or 4, as applicable.


 






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“Note
Group 1-1” shall mean, collectively, Note A-1-1 and Note B-1-1.


 


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


 


“Note
Group 1-1 Master Servicer” shall mean the master servicer under the Note Group 1-1 Securitization Servicing Agreement.


 


“Note
Group 1-1 Securitization Servicing Agreement” shall mean the Securitization Servicing Agreement entered into in connection
with Note Group 1-1.


 


“Note
Group 1-1 Securitization Date” shall mean the effective date on which the Securitization of Note Group 1-1 or portion
thereof is consummated.


 


“Note
Group 1-1 Special Servicer” shall mean the special servicer under the Note Group 1-1 Securitization Servicing Agreement.


 


“Note
Group 1-1 Trustee” shall mean the trustee under the Note Group 1-1 Securitization Servicing Agreement.


 


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


 


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


 


“Note
Group 1-2 Master Servicer” shall mean the master servicer under the Note Group 1-2 Securitization Servicing Agreement.


 


“Note
Group 1-2 Securitization Servicing Agreement” shall mean the Securitization Servicing Agreement entered into in connection
with Note Group 1-2.


 


“Note
Group 1-2 Securitization Date” shall mean the effective date on which the Securitization of the Note Group 1-2 or portion
thereof is consummated.


 


“Note
Group 1-2 Special Servicer” shall mean the special servicer under the Note Group 1-2 Securitization Servicing Agreement.


 


“Note
Group 1-2 Trustee” shall mean the trustee under the Note Group 1-2 Securitization Servicing Agreement.


 


“Note
Group 2” shall mean, collectively, Note A-2 and Note B-2.


 


“Note
Group 2 Holder” shall mean the Initial Note Group 2 Holder or any subsequent holder of Note Group 2, as applicable.


 


“Note
Group 2 Master Servicer” shall mean the master servicer under the Note Group 2 Securitization Servicing Agreement.


 






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“Note
Group 2 Securitization Servicing Agreement” shall mean the Securitization Servicing Agreement entered into in connection
with Note Group 2.


 


“Note
Group 2 Securitization Date” shall mean the effective date on which the Securitization of the Note Group 2 or portion
thereof is consummated.


 


“Note
Group 2 Special Servicer” shall mean the special servicer under the Note Group 2 Securitization Servicing Agreement.


 


“Note
Group 2 Trustee” shall mean the trustee under the Note Group 2 Securitization Servicing Agreement.


 


“Note
Group 3” shall mean, collectively, Note A-3 and Note B-3.


 


“Note
Group 3 Holder” shall mean the Note Group 3 Holder as defined in the preamble or any subsequent holder of Note Group
3, as applicable.


 


“Note
Group 3 Master Servicer” shall mean the master servicer under the Note Group 3 Securitization Servicing Agreement.


 


“Note
Group 3 Securitization Date” shall mean the effective date on which the Securitization of the Note Group 3 or portion
thereof is consummated.


 


“Note
Group 3 Securitization Servicing Agreement” shall mean the Securitization Servicing Agreement entered into in connection
with Note Group 3.


 


“Note
Group 3 Special Servicer” shall mean the special servicer under the Note Group 3 Securitization Servicing Agreement.


 


“Note
Group 3 Trustee” shall mean the trustee under the Note Group 3 Securitization Servicing Agreement.


 


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


 


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


 


“Note
Principal Balance” shall mean, (i) with respect to Note A-1-1, the Note A-1-1 Principal Balance, (ii) with respect to
Note A-1-2, the Note A-1-2 Principal Balance, (iii) with respect to Note A-2, the Note A-2 Principal Balance, (iv) with respect
to Note A-3, the Note A-3 Principal Balance, (v) with respect to Note B-1-1, the Note B-1-1 Principal Balance, (vi) with respect
to Note B-1-2, the Note B-1-2 Principal Balance, (vii) with respect to Note B-2, the Note B-2 Principal Balance and (viii) with
respect to Note B-3, the Note B-3 Principal Balance.


 


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


 


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


 






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“Operating
Advisor” shall mean the operating advisor appointed in the Lead Securitization Servicing Agreement.


 


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


 


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


 


“P&I
Advance” shall mean an advance made by a party to the Lead Securitization Servicing Agreement or a Non-Lead Securitization
Servicing Agreement, as applicable, in respect of a delinquent monthly debt service payment on the Lead Securitization Note Group
or a Non-Lead Securitization Note Group, as applicable.


 


“Percentage
Interest” shall mean, with respect to each Note Holder, a fraction, expressed as a percentage, the numerator of which
is the Note Principal Balance of the Note held by such Note Holder and the denominator of which is the sum of the Note Principal
Balances of all of the Notes.


 


“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 Note Groups and the Note Holders, the allocation of any particular
payment, collection, cost, expense, liability or other amount between such Notes or such Note Holders, as the case may be, without
any priority of any such Note or any such Note Holder over another such Note or Note Holder, as the case may be, and in any event
such that each Note or Note Holder, as the case may be, is allocated its respective Percentage Interest of such particular payment,
collection, cost, expense, liability or other amount.


 


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


 


(a)          an
entity Controlled by, under common Control with or that Controls 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


 






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(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, or any entity in which
each of the equity owners is 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 Group 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 each of the Rating Agencies that assigned a rating
to one or more classes of securities issued in connection with the Lead Securitization (it being understood that with respect
to any Rating Agency that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating Agency Confirmation
will not be required in connection with a transfer of such Note Group or any interest therein to such Securitization Vehicle);
(2) in the case of a Securitization Vehicle that is not a CDO, either (x) the special servicer of such Securitization Vehicle
has a Required Special Servicer Rating or (y) Rating Agency Confirmations have been obtained from the Rating Agencies rating each
Securitization (in the case of either (x) or (y), such entity, an “Approved Servicer”) and such Approved Servicer
is required to service and administer such Note Group or any interest therein in accordance with servicing arrangements for the
assets held by the Securitization Vehicle which require that such Approved Servicer act in accordance with a servicing standard
notwithstanding any contrary direction or instruction from any other Person; or (3) in the case of a Securitization Vehicle
that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered and managed by
a CDO Asset Manager which is a Qualified Institutional Lender, are each a Qualified Institutional Lender under clauses (c)(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


 






    	14



    	 



    

 


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


 


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


 


“Qualified
Trustee” means (i) a corporation, national bank, national banking association or a trust company, organized and
doing business under the laws of any state or the 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 or (ii) an institution whose long-term senior unsecured debt is rated either of the
then in effect top three rating categories of each of the applicable Rating Agencies (or, if not rated by an applicable Rating
Agency, an equivalent (or higher) rating from any two of Fitch, Moody’s and S&P).


 


“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 engaged by any Note Holder or the applicable depositor to rate the securities
issued in connection with the Securitization of the related Note Group; provided, however, that, at any time during
which one or more of the Note Groups 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 Note Groups.


 


“Rating
Agency Confirmation” shall mean a confirmation in writing by each of the Rating Agencies that the occurrence of the
event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or withdrawal
of the applicable rating or ratings ascribed by such Rating Agency to any of the securities issued pursuant to a Securitization
that are then outstanding. If no such securities are outstanding, any action that would otherwise require a Rating Agency Confirmation
shall instead require the


 






    	15



    	 



    

 


consent of the Controlling Note Holder, which consent shall not be unreasonably withheld or delayed.
For the purposes of this Agreement, if any Rating Agency shall waive, decline or refuse to review or otherwise act upon any request
for Rating Agency Confirmation hereunder, such waiver, declination, or refusal shall be deemed to eliminate, for such request
only, the condition that a Rating Agency 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 act upon any request for a Rating Agency
Confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise act upon any subsequent request
for a Rating Agency Confirmation hereunder and the condition for 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.


 


“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 and are in effect from time to time, but only to the extent compliance is required as of the applicable
date of determination, and subject to such clarification and interpretation as have been provided by the Commission or by the
staff of the Commission, or as may be provided by the Commission or its staff from time to time.


 


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


 


“Remittance
Date” shall mean the date that is the earliest of (A) two (2) Business Days prior to the related distribution date in
each calendar month for the Non-Lead Securitization or (B) two (2) Business Days following the related Determination Date in each
calendar month or (C) the fifteenth (15th) day of each calendar month (or, if the fifteenth (15th) calendar day of that month
is not a Business Day, then the Business Day immediately succeeding such fifteenth (15th) calendar day); provided, however,
that such Remittance Date shall not be earlier than two (2) Business Days following the date the Master Servicer receives the
related Monthly Payment with respect to the Mortgage Loan.


 


“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 acting as special


 






    	16



    	 



    

 


servicer for one or more loans included in a commercial
mortgage loan securitization that was rated by DBRS, and DBRS 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, 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.


 


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


 


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


 


“Securitization”
shall mean one or more sales by a Note Holder of all or a portion of such Note Group to a depositor, who will in turn include
such portion of such Note Group as part of a securitization (rated by at least two Rating Agencies if such Securitization is the
Lead Securitization) of one or more mortgage loans.


 


“Securitizing
Note Holder” shall mean, with respect to a Securitization, each Note Holder that is contributing its Note Group to such
Securitization.


 


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


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which any Note Group or portion thereof is
held.


 


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


 


“Serviced
Whole Loan Custodial Account” shall mean the “Serviced Whole Loan Custodial Account” or other analogous
term as defined in the Lead Securitization Servicing Agreement.


 


“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.


 






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“Servicing
Advances” shall have the meaning assigned to such term or an analogous term in the Lead Securitization Servicing Agreement.


 


“Servicing
Standard” shall have the meaning assigned to such term or an analogous term in the Lead Securitization Servicing Agreement.


 


“Special
Servicer” shall mean the special servicer appointed in the Lead Securitization Servicing 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.


 


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


 


“Trustee”
shall mean the trustee appointed 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 as follows:
(i) from and after the Note Group 3 Securitization Date, but prior to the Note Group 1-1 Securitization Date, by the Note Group
3 Master Servicer and the Note Group 3 Special Servicer pursuant to the terms of this Agreement and the Note Group 3 Securitization
Servicing Agreement; and (ii) from and after the Note Group 1-1 Securitization Date, by the Note Group 1-1 Master Servicer and
the Note Group 1-1 Special Servicer pursuant to the terms of this Agreement and the Note Group 1-1 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 Group other than the Lead Securitization Note Group 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 any provisions governing the determination of non-recoverability. The
Lead Securitization Servicing Agreement shall contain terms and conditions that are customary for securitization transactions
involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of
any Securitization Trust, (ii) required by law or changes in any law, rule or regulation or (iii)


 






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generally required by the Rating
Agencies in connection with the issuance of ratings in securitizations similar to the Securitizations. In addition, the Lead Securitization
Servicing Agreement shall have such additional provisions as are set forth in Schedule I hereto. Each Note Holder acknowledges
that each other Note Holder may elect, in its sole discretion, to include its Note Group in a Securitization and agrees that it
will, subject to Section 27, 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 and the Trustee under the Lead Securitization Servicing Agreement
by the Depositor and the appointment of the initial Special Servicer by the Controlling Note Holder as may be replaced pursuant
to the terms of the Lead Securitization Servicing Agreement 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 irrevocably 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 against any other Note Holder or limit the Servicer
in enforcing the rights of one Note Holder against any other Note Holder; however, this statement shall not be construed to otherwise
limit the rights of one Note Holder with respect to any other Note Holder; provided that, if any payment is made
from general funds on deposit in the Collection Account for the Lead Securitization Trust and the Lead Securitization Trust is
entitled under the terms of this Agreement to reimbursement from a Non-Lead Securitization Note Group Holder with respect to all
or a portion of such Non-Lead Securitization’s “share” of such payment, the Servicer may use efforts in accordance
with the Servicing Standard to exercise promptly the rights of the Lead Securitization Trust under this Agreement to obtain reimbursement
from a Non-Lead Securitization Note Group Holder for such Non-Lead Securitization Note Group Holders’ allocable share of
the amount so paid. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage
Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement
and applicable law, shall provide information to each Non-Lead Servicer under each Non-Lead Securitization Servicing Agreement
to enable each such Non-Lead Servicer to perform its servicing duties under the related Non-Lead Securitization Servicing Agreement
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 Group is in a Securitization and the servicer(s)
to be appointed under such replacement servicing agreement would not otherwise meet the conditions to be a servicer under the
Lead Securitization Servicing Agreement that is being replaced, then a Rating


 






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Agency Confirmation shall have been obtained from
each Rating Agency with respect to the securities issued in connection with the Securitization for the Non-Lead Securitization
Note Group; provided, further, however, that until a replacement servicing agreement has been entered into,
the Lead Securitization Note Group Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Lead
Securitization Servicing Agreement, as if such agreement were still in full force and effect with respect to the Mortgage Loan,
by the Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Note Group Holder that is a servicer
meeting the requirements of a master servicer under 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 Servicing 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 Group, 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, shall be entitled to reimbursement
for a Servicing Advance, first from funds on deposit in the Collection Account and/or the Serviced Whole Loan Custodial
Account for the Mortgage Loan that (in any case) represent amounts received on or in respect of the Mortgage Loan, and then,
in the case of Nonrecoverable Servicing Advances, if such funds on deposit in the Collection Account with respect to the Lead
Securitization Note Group, together with funds on deposit in the Serviced Whole Loan Custodial Account, are insufficient, from
general collections of the Lead Securitization as provided in the Lead Securitization Servicing Agreement. The Master Servicer,
the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement for accrued and unpaid interest on a Servicing
Advance or a Nonrecoverable Servicing Advance, in the manner and from the sources provided in the Lead Securitization Servicing
Agreement, including from general collections of the Lead Securitization. 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 Servicing Advance or any accrued and unpaid interest on a Servicing Advance or a Nonrecoverable
Servicing Advance, each Non-Lead Securitization Note Group Holder (including any Non-Lead Securitization Trust) shall be required
to, promptly following notice from the Master Servicer, reimburse the Lead Securitization for its pro rata share of such
Nonrecoverable Servicing Advance or accrued and unpaid interest thereon.


 


In
addition, each Non-Lead Securitization Note Group Holder (including, but not limited to, any Non-Lead Securitization Trust) shall
be required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization
for such Non-Lead Securitization Note Group Holder’s pro rata share of any fees, costs or expenses incurred in connection
with the servicing and administration of the Mortgage Loan as to which the 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 (other than P&I Advances and interest thereon), to the extent amounts on deposit in
the “Serviced Whole Loan Custodial Account” are insufficient for reimbursement of such amounts and to the extent that
funds from general collections in the Lead Securitization are applied towards the Lead Securitization Note Group


 






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Holder’s pro
rata share of the insufficiency. Each Non-Lead Securitization Note Group Holder shall 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 the Lead Securitization Servicing Agreement) each of
the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor (if and to the
extent it has responsibilities with respect to the Non-Lead Securitization Note Groups) 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
“Serviced Whole Loan Custodial Account” are insufficient for reimbursement of such amounts, the Non-Lead
Securitization Note Group 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 Group has been included in a Non-Lead Securitization,
from general collections or any other amounts from such Non-Lead Securitization Trust).


 


The
applicable master servicer under any Non-Lead Securitization (the “Non-Lead Master Servicer”) may be required
to make P&I Advances on the related Non-Lead Securitization Note Group, from time to time, subject to the terms of the servicing
agreement for the related Securitization (the “Non-Lead Securitization Servicing Agreement”), the Lead Securitization
Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall each be
entitled to make its own recoverability determination with respect to a P&I Advance to be made on the Lead Securitization
Note Group based on the information that they have on hand and in accordance with the Lead Securitization Servicing Agreement.
Each Non-Lead Master Servicer and the applicable special servicer and the trustee under the related Non-Lead Securitization Servicing
Agreement (respectively, the “Non-Lead Special Servicer” and the “Non-Lead Trustee”), as
applicable, shall be entitled to make their own recoverability determination with respect to a P&I Advance to be made on the
related Non-Lead Securitization Note Group based on the information that they have on hand and in accordance with the Non-Lead
Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and the related Non-Lead Master Servicer
or the related Non-Lead Trustee shall be required to notify the other of the amount of its P&I Advance within two 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 Group) or a Non-Lead Master Servicer, Non-Lead Special Servicer or a Non-Lead Trustee, as applicable (with
respect to a Non-Lead Securitization Note Group), 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 Servicing Advance would be non-recoverable or an


 






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outstanding Servicing
Advance is or would be non-recoverable, then the Master Servicer or the Trustee (as provided in the Lead Securitization Servicing
Agreement, in the case of a determination of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or
the related Non-Lead Master Servicer or the related Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing
Agreement, in the case of a determination of non-recoverability by the related Non-Lead Master Servicer, the related Non-Lead
Special Servicer or the related Non-Lead Trustee) shall notify the related Master Servicer and the related Trustee, or the Non-Lead
Master Servicer and the Non-Lead Trustee, as the case may be, of the other Securitization promptly upon making such determination.
Each of the Master Servicer and the Trustee will only be entitled to reimbursement for a P&I Advance made with respect to
the Lead Securitization Note Group and advance interest thereon that becomes non-recoverable first from the Collection
Account from amounts allocable to the Lead Securitization Note Group, and then, if funds are insufficient, from general
collections of the Lead Securitization Trust, pursuant to the terms of the Lead Securitization Servicing Agreement. Each of a
Non-Lead Master Servicer and a Non-Lead Trustee, as applicable, will only be entitled to reimbursement for a P&I Advance made
with respect to the Non-Lead Securitization Note Group and advance interest thereon that becomes non-recoverable, first from the
Serviced Whole Loan Custodial Account and then if funds are insufficient, from general collections of the related Non-Lead Securitization
Trust, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement.


 


(c)          Each
Non-Lead Securitization Note Group Holder agrees that, if the related Non-Lead Securitization Note Group is included in a Securitization,
it shall cause the applicable Non-Lead Securitization Servicing Agreement to contain provisions to the effect that:


 


(i)           such Non-Lead Securitization Note Group Holder shall be responsible for its pro rata
share of any Nonrecoverable Servicing Advances (and accrued and unpaid interest thereon) and any additional Trust Fund
expenses (but not any interest on P&I Advances), but only to the extent that they relate to servicing and administration
of the Notes and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees
and Workout Fees relating to the Note Groups, and that in the event that the funds received with respect to each respective
Note Group are insufficient to cover such Servicing Advances or additional trust fund expenses, (A) the Non-Lead Master
Servicer will be required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, or the Lead Securitization Trust, as
applicable, out of general collections in the collection account (or equivalent account) established under the Non-Lead
Securitization Servicing Agreement for the Non-Lead Securitization Note Group Holder’s pro rata share of any
such Nonrecoverable Servicing Advances (together with advance interest thereon) and/or additional trust fund expenses
(including compensation due to the Master Servicer and the Special Servicer to the extent related to the servicing and
administration of the Mortgage Loan and the Mortgaged Property), and (B) if the Lead Securitization Servicing Agreement
permits the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee to reimburse itself from the
Lead Securitization Trust’s general collections, then the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as applicable, may do so, and the Non-Lead Master Servicer will be required to, promptly
following notice 


 






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from
the Master Servicer, the Special Servicer or the Trustee, reimburse the Lead Securitization Trust out of general collections in
the collection account (or equivalent account) established under the Non-Lead Securitization Servicing Agreement for the Non-Lead
Securitization Note Group Holder’s pro rata share of any such Nonrecoverable Servicing 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) by the Securitization Trust holding the Non-Lead Securitization Note Group, against
any of the Indemnified Items to the extent of its pro rata share of such Indemnified Items, from amounts on deposit in
the “Serviced Whole Loan Custodial Account”, and to the extent amounts on deposit in the “Serviced Whole Loan
Custodial Account” are insufficient for reimbursement of such amounts, the Non-Lead Master Servicer will be required to
reimburse each of the applicable Indemnified Parties for the Non-Lead Securitization Note Group Holder’s pro rata
share of the insufficiency out of general collections in the collection account (or equivalent account) established under the
Non-Lead Securitization Servicing Agreement;


 


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


 


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


 


(d)            Prior
to Securitization of a Non-Lead Securitization Note Group (including any New Note Groups), all notices, reports, information or
other deliverables required to be delivered to the related Non-Lead Securitization Note Group Holder or the related Non-Controlling
Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Securitization Note Group Holder
(or the Master Servicer or the Special Servicer acting on its behalf) only need to be delivered to the related Non-Controlling
Note Holder Representative and, when so delivered to such Non-Controlling Note Holder Representative, the Lead Securitization
Note Group Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its
delivery


 






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obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement. Following Securitization
of a Non-Lead Securitization Note Group, all notices, reports, information or other deliverables required to be delivered to the
related Non-Lead Securitization Note Group Holder or the related Non-Controlling Note Holder pursuant to this Agreement or the
Lead Securitization Servicing Agreement by the Lead Securitization Note Group 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, the
related certificate administrator and the related Non-Lead Securitization Subordinate Class Representative (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 such Non-Lead Master Servicer, such Non-Lead Special Servicer, the related certificate administrator
and the related Non-Lead Securitization Subordinate Class Representative, the Lead Securitization Note Group 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
3.     Priority
of Payments. The A Notes are senior to the B Notes to the extent set forth in Section 2.4 to the Mortgage Loan Agreement.
Each A Note is pari passu with each other A Note and each B Note is pari passu with each other B Note. 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, Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration
or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan
Documents), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the
extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements
on account of recoveries in respect of property protection expenses or Servicing 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 reimbursement of P&I Advances (and interest thereon) made with respect to any Note Group
which may only be reimbursed out of payments and collections allocable to such Note Group and (ii) any Servicing Fees due to the
Master Servicer in excess of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable to the Non-Lead
Securitization Note Group as set forth in the Lead Securitization Servicing Agreement which excess may only be paid out of payments
and collections allocable to the Lead Securitization Note Group) to any Servicer, with respect to the Mortgage Loan pursuant to
the Lead Securitization Servicing Agreement (including without limitation, any additional Trust Fund expenses (other than interest
on P&I Advances) relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) reimbursable
to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Workout 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 Group Holder (or its designee) to the Note Groups on a
Pro Rata and Pari Passu Basis. (Furthermore, at any time the B Notes are subordinate to the A Notes pursuant to the terms of the
Mortgage Loan Agreement, any amounts available for


 






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payment on the Note Groups so applied pursuant to the preceding sentence will
be further applied consistently with such subordination first, to the A Notes on a Pro Rata and Pari Passu Basis until
all amounts due and payable to the holders of the A Notes have been paid in full and then, to the B Notes on a Pro Rata
and Pari Passu Basis until all amounts due and payable to the holders of the B Notes have been paid in full.)


 


For
clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note Group shall
first, be used to reduce, on a pro rata basis, the amounts payable on each Note Group by the amount necessary to
pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement
of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, be
used to reduce the respective amounts payable on each Note Group by the amount necessary to pay the Master Servicer, Trustee,
a Non-Lead Master Servicer or a 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 a Non-Lead Securitization Servicing Agreement,
as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each Note Group 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 Group, be paid to the Master
Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement
and (ii) in the case of the remaining amount of Penalty Charges allocable to the Non-Lead Securitization Note Groups, be paid,
(x) prior to the securitization of such Note Group, to the related Non-Lead Securitization Note Group Holder and (y) following
the securitization of such Note Group, 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 Group
Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such
that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Rate is reduced, (iii) payments of interest
or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the
Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve,
the equal priorities of Note Group 1-1, Note Group 1-2, Note Group 2 and Note Group 3 as described in Section 3.


 


Section
5.     Administration of the Mortgage Loan.


 


(a)          Subject
to this Agreement (including but not limited to Section 5(c)) and the Lead Securitization Servicing Agreement and
subject to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note
Group Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Group
Holder) shall have the sole and exclusive authority with respect to


 






    	25



    	 



    

 


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 Group Holder shall have any voting, consent or other rights whatsoever except as explicitly
set forth herein with respect to the Lead Securitization Note Group 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, no
Non-Lead Securitization Note Group Holder shall have any right to, and hereby presently and irrevocably assigns and conveys to
the Lead Securitization Note Group Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the
Lead Securitization Note Group Holder) the rights, if any, that such Note Holder has prior to the Note Group 1-1 Securitization
Date to, and the Note Group 1-2 Holder, the Note Group 2 Holder and the Note Group 3 Holder hereby presently and irrevocable assign
and convey to the Note Group 1-1 Holder (or the Note Group 1-1 Master Servicer, the Note Group 1-1 Special Servicer or the Note
Group 1-1 Trustee acting on behalf of the Note Group 1-1 Holder from and after the Note Group 1-1 Securitization Date) the rights,
if any, that such Note Group Holder has from and after the Note Group 1-1 Securitization Date to, (i) call or cause the Lead
Securitization Note Group 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 Group Holder to file any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization Note Group Holder
(or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Group Holder) shall
not have any fiduciary duty to any Non-Lead Securitization Note Group Holder in connection with the administration of the Mortgage
Loan (but the foregoing shall not relieve the Lead Securitization Note Group 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 Group Holder (or the Special Servicer
acting on behalf of the Lead Securitization Note Group Holder), upon the Mortgage Loan becoming a Defaulted Mortgage Loan and
the determination by the Special Servicer to sell the Lead Securitization Note Group in accordance with the Lead Securitization
Servicing Agreement, to sell the Note Groups together 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 Note
Groups together as notes evidencing one whole loan and shall require that all offers be submitted to the Certificate Administrator
or Special Servicer, as applicable, in accordance with the terms of the Lead Securitization Servicing Agreement in writing and
be accompanied by a refundable deposit of cash in an amount equal to 5% of the offer amount (subject to a cap of $2,500,000).
The Trustee (based upon updated Appraisals ordered by the Special Servicer and received by the Trustee (or ordered by the Trustee
if the Special Servicer or any of its Affiliates is an Interested Person)) shall determine the fair price for the Specially Serviced
Mortgage Loan (in the manner set forth in the Lead Securitization Servicing Agreement) if the highest offeror is an Interested
Person, and any such determination


 






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by the Trustee shall be binding upon all parties. Notwithstanding the foregoing, the Lead Securitization
Note Group Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Group Holder) shall not be permitted
to sell the Mortgage Loan without the written consent of each Non-Controlling Note Holder (provided that such consent is
not required if the related Non-Controlling Note Group is held by 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 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 a 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 the Master Servicer
or the Special Servicer in connection with the proposed sale; provided, however, that any Non-Controlling Note Holder may waive
any delivery or timing requirements set forth in this sentence only for itself. Subject to the foregoing, each of the Controlling
Note Holder, the Controlling Note Holder Representative, the Non-Controlling Note Holders and the Non-Controlling Note Holder
Representatives shall be permitted to bid at any sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or
an agent or Affiliate of the Mortgage Loan Borrower.


 


Each
Non-Lead Securitization Note Group Holder (to the extent it is not the same entity as the Lead Securitization Note Group Holder)
hereby appoints the Lead Securitization Note Group Holder as their agent, and grants to the Lead Securitization Note Group Holder
an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for
and consummating the sale of the Non-Lead Securitization Note Groups. Each Non-Lead Securitization Note Group Holder further agrees
that, upon the request of the Lead Securitization Note Group Holder, such Non-Lead Securitization Note Group Holder shall execute
and deliver to or at the direction of Lead Securitization Note Group Holder such powers of attorney or other instruments as the
Lead Securitization Note Group 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 Group, endorsed in
blank, to or at the direction of the Lead Securitization Note Group Holder in connection with the consummation of any such sale.


 


The
authority of the Lead Securitization Note Group Holder to sell the Non-Lead Securitization Note Groups, and the obligations of
the Non-Lead Securitization Note Group Holders to execute and deliver instruments or deliver the Non-Lead Securitization Note
Group upon request of the Lead Securitization Note Group Holder, shall terminate and cease to be of any further force or effect
upon the date, if any, upon which the Lead Securitization Note Group is repurchased by the holder of such Lead Securitization
Note Group that sold such Lead Securitization Note Group into such Securitization from the trust fund established under the Lead
Securitization Servicing Agreement in connection with a material breach of representation or warranty made by such Person with
respect to the Lead Securitization Note Group or


 






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material document defect with respect to the documents delivered by such Person
with respect to Lead Securitization Note Group upon the consummation of the Lead Securitization. The preceding sentence shall
not be construed to grant to any Non-Lead Securitization Note Group Holder the benefit of any representation or warranty made
by the holder of the Lead Securitization Note Group that sold such Lead Securitization Note Group into the Lead Securitization
or any document delivery obligation imposed on such Person under any mortgage loan purchase and sale agreement, instrument of
transfer or other document or instrument that may be executed or delivered by such Person in connection with the Lead Securitization.


 


(b)          The
administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement. The servicing
of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan
(or to the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case pursuant
to the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance with
the Lead Securitization Servicing Agreement, the Lead Securitization Note Group 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 each of the 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 Group 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 Group Holder. The Lead Securitization Servicing Agreement shall not be amended in any manner that may adversely affect any
Non-Lead Securitization Note Group Holder in its capacity as a Non-Lead Securitization Note Group Holder without such Non-Lead
Securitization Note Group Holder’s prior written consent. Each Non-Lead Securitization Note Group 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)          Notwithstanding
the foregoing, the Lead Securitization Note Group 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 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 and continuance of a Control 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-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


 






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 Report relating to the Mortgage Loan, and consider alternative actions recommended by such 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 such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) by the Lead Securitization
Note Group Holder (or the Master Servicer or the Special Servicer acting on its behalf) of written notice of a proposed action,
together with copies of the notice, information and report required to be provided to the Lead Securitization Subordinate Class
Representative, the Lead Securitization Note Group 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 Group 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 Group 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 Group 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 Group 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 of each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) 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 Master Servicer or Special Servicer, as applicable) with the
Lead Securitization Note Group Holder (or the Master Servicer or the Special Servicer acting on its behalf) at the offices of
the Master Servicer or the Special Servicer, as applicable, 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; provided
that such Non-Controlling Note Holder, at the request of the Master Servicer or the Special Servicer, as applicable, shall
execute a confidentiality agreement in form and substance satisfactory to it, the Master Servicer or the Special Servicer, as
applicable, and the Lead Securitization Note Group Holder.


 


(d)          If
any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning
of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage
Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired
by or on behalf of the Note Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure
of the Mortgage or lien on such


 






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property following a default on the Mortgage Loan shall be administered so that the interest of
the pro rata share of each Note Holder therein shall at all times qualify as “foreclosure property” within
the meaning of Section 860G(a)(8) of the Code and (iii) no Servicer may modify, waive or amend any provision of the
Mortgage Loan, consent to or withhold consent from any action of the Mortgage Loan Borrower, or exercise or refrain from exercising
any powers or rights which the Note Holders may have under the Mortgage Loan Documents, if any such action would constitute a
“significant modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations
of the United States Department of the Treasury, more than three (3) months after the startup day of the REMIC which includes
any of the Notes (or any portion thereof). Each Note Holder agrees that the provisions of this paragraph shall be effected by
the 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, if one of the Note Groups is included
in a REMIC and another 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 in accordance with the terms of the Lead Securitization Servicing Agreement. 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, Operating Advisor, Trustee or Certificate Administrator acting on behalf of the Lead Securitization Note
Group Holder shall not be required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note
Holder has notified the Servicer, Operating Advisor, Trustee and Certificate Administrator of such appointment and, if the Controlling
Note Holder Representative is not the


 






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same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides
any Servicer, Operating Advisor, Trustee and Certificate Administrator with written confirmation of its acceptance of such appointment,
an address and telecopy 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 telecopy numbers).
The Controlling Note Holder shall promptly deliver such information to any Servicer, Operating Advisor, Trustee and Certificate
Administrator. So long as no Consultation Termination Event (including any such deemed event) is in effect, pursuant to the terms
of the Lead Securitization Servicing Agreement, the Controlling Note Holder Representative shall be the Lead Securitization Subordinate
Class 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 (each, a “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 any related Non-Controlling Note Holder Representative mutatis mutandis.


 


(d)          The
Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Controlling Note Holder hereunder and
the rights and powers granted to the “Directing Certificateholder” or similar party under, and as defined in, the
Lead Securitization Servicing Agreement with respect to the Mortgage Loan. In addition, the Controlling Note Holder shall be entitled
to advise (1) the Special Servicer with respect to all


 






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matters related to a “Specially Serviced Mortgage Loan”
(as defined in the Lead Securitization Servicing Agreement) and (2) the Special Servicer with respect to all matters for which
the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and, except as set forth below (i) the
Master Servicer shall not be permitted to implement any Major Decision unless it has obtained the prior written consent of the
Special Servicer and (ii) the Special Servicer shall not be permitted to consent to the Master Servicer’s implementing
any Major Decision nor will the Special Servicer itself be permitted to implement any Major Decision as to which, the Controlling
Note Holder has objected in writing within ten (10) Business Days (or thirty (30) days in connection with an Acceptable Insurance
Default) after receipt of the written recommendation and analysis and such additional information requested by the Controlling
Note Holder as may be necessary in the reasonable judgment of the Controlling Note Holder in order to make a judgment with respect
to such Major Decision. The Controlling Note Holder may also direct the Special Servicer to take, or to refrain from taking, such
other actions with respect to the Mortgage Loan as the Controlling Note Holder may deem advisable.


 


If
the Controlling Note Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision
within ten (10) Business Days (or thirty (30) days in connection with an Acceptable Insurance Default) after delivery to the Controlling
Note Holder by the applicable Servicer of written notice of a proposed Major Decision (which notice shall contain a legend, in
conspicuous boldface type, substantially similar to the following: “THIS IS A REQUEST FOR ACTION APPROVAL. IF THE CONTROLLING
NOTE HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED ACTION WITHIN TEN (10) BUSINESS DAYS (OR, IN CONNECTION WITH AN ACCEPTABLE
INSURANCE DEFAULT, THIRTY (30) DAYS), SUCH ACTION MAY BE DEEMED APPROVED”) together with any information requested by the
Controlling Note Holder as may be necessary in the reasonable judgment of the Controlling Note Holder in order to make a judgment,
then upon the expiration of such ten (10) Business Day period (or, in connection with an Acceptable Insurance Default, thirty
(30) day period), such Major Decision shall be deemed to have been approved by the Controlling Note Holder.


 


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


 


No
objection, direction, consent, advice or consultation contemplated by the preceding paragraphs of this Section 6(d) or
elsewhere in this Agreement may require or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision
of the Mortgage Loan Documents, applicable law, the Lead Securitization Servicing Agreement, this Agreement or the REMIC provisions
of the Code, be inconsistent with the Master Servicer or Special Servicer’s obligation to act in accordance with the Servicing
Standard or materially expand the scope of responsibilities of any of the Master Servicer or the Special Servicer, as


 






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applicable.
The Controlling Note Holder shall have no liability to the other Note Holders or any other party for any action taken, or for
refraining from the taking of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement
or the Lead Securitization Servicing Agreement or errors in judgment, absent any loss, liability or expense incurred by reason
of its willful misfeasance, bad faith or gross negligence. The Note Holders agree that the Controlling Note Holder may take or
refrain from taking actions, or give or refrain from giving consents, that favor the interests of one Note Holder over the other
Note Holders, and that the Controlling Note Holder may have special relationships and interests that conflict with the interests
of another Note Holder and, absent willful misconduct, bad faith or gross negligence on the part of the Controlling Note Holder
agree to take no action against the Controlling Note Holder or any of its officers, directors, employees, principals or agents
as a result of such special relationships or interests, and that the Controlling Note Holder shall not be deemed to have been
grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct or to have recklessly disregarded
any exercise of its rights by reason of its having acted or refrained from acting or having given any consent or having failed
to give any consent, solely in the interests of any Note Holder.


 


Section
7.     Appointment
of Special Servicer. Subject to the terms of, and conditions and requirements set forth in, the Lead Securitization Servicing
Agreement, the Controlling Note Holder (or its Controlling Note Holder Representative) shall have the right at any time and from
time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint
a replacement Special Servicer in lieu thereof. Any designation by the Controlling Note Holder (or its Controlling Note Holder
Representative) of a Person to serve as Special Servicer shall be made by delivering to the other Note Holder, the Master Servicer,
the then existing Special Servicer and other parties to the Lead Securitization Servicing Agreement a written notice stating such
designation and satisfying the other conditions to such replacement as set forth in the Lead Securitization Servicing Agreement
(including, without limitation, a Rating Agency Confirmation, if required by the terms of the Lead Securitization Servicing Agreement)
and delivering to each Non-Lead Securitization Note Group Holder a Rating Agency Confirmation with respect to any rated securities
issued in a Non-Lead Securitization, in each case if applicable. 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 a 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


 






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in accordance with the terms of the Lead Securitization
Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing
Agreement, the successor servicing agreement pursuant to which the Mortgage Loan is being serviced). The Controlling Note Holder
and the Non-Controlling Note Holders 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 Non-Controlling Note Holder that directs 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 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 under the Lead Securitization Servicing Agreement.


 


Section
8.     Payment Procedure.


 


  (a)          The
Lead Securitization Note Group Holder, in accordance with the priorities set forth in Section 3 and subject to the
terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Note
Groups into the Serviced Whole Loan Custodial Account pursuant to and in accordance with the Lead Securitization Servicing Agreement.
The Lead Securitization Note Group Holder (or the Master Servicer acting on its behalf) shall deposit such amounts to such account
within two Business Days after receipt of properly identified funds by the Lead Securitization Note Group Holder (or the Master
Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower. The Lead Securitization Servicing Agreement shall
provide that all amounts on deposit in the Serviced Whole Loan Custodial Account on a Remittance Date allocable under this Agreement
to a Non-Lead Securitization Note Group Holder shall be deposited or credited on the Remittance Date for such Non-Lead Securitization
by wire transfer of immediately available funds to an account specified by such Non-Lead Securitization Note Group Holder.


 


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


 






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  (c)          If,
for any reason, the Lead Securitization Note Group Holder makes any payment to a Non-Lead Securitization Note Group Holder before
the Lead Securitization Note Group Holder has received the corresponding payment (it being understood that the Lead Securitization
Note Group Holder is under no obligation to do so), and the Lead Securitization Note Group Holder does not receive the corresponding
payment within five (5) Business Days of its payment to the Non-Lead Securitization Note Group Holder, such Non-Lead Securitization
Note Group Holder shall, at the Lead Securitization Note Group Holder’s request, promptly return that payment to the Lead
Securitization Note Group 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 Group Holder shall have the right to offset
any amounts due hereunder from a Non-Lead Securitization Note Group Holder with respect to the Mortgage Loan against any future
payments due to such Non-Lead Securitization Note Group Holder under the Mortgage Loan. Such Non-Lead Securitization Note Group
Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.


 


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


 


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


 


Section
10.     Bankruptcy.
Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Group Holder
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 Lead Securitization
Note Group Holder, and not the Non-Lead


 






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Securitization Note Group Holders, 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 Lead Securitization
Note Group Holder as their agent, and grant to the Lead Securitization Note Group Holder 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 Group 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 Lead Securitization Note Group Holder, each Non-Lead Securitization Note Group Holder
shall execute, acknowledge and deliver to the Lead Securitization Note Group Holder all and every such further deeds, conveyances
and instruments as the Lead Securitization Note Group Holder may reasonably request for the better assuring and evidencing of
the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject
to and must be in accordance with the Servicing Standard.


 


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


 


Section
12.     No
Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken pursuant hereto
shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association, joint venture
or other entity. No Note Holder shall have any obligation whatsoever to offer to any other Note Holder 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 any


 






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other Note Holder the opportunity to purchase a participation interest in any future mortgage loans originated by
such Note Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Note Holder chooses,
in its sole and absolute discretion. No Note Holder shall have any obligation whatsoever to purchase from any other Note Holder
a participation interest in any future loans originated by such Note Holder or its Affiliates.


 


Section
13.     Other
Business Activities of the Note Holders. Each Note Holder acknowledges that the other Note Holder or its Affiliates may make
loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or any Affiliate
thereof, any entity that is a holder of debt secured by direct or indirect ownership interests in the Mortgage Loan Borrower or
any entity that is a holder of a preferred equity 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)          Except
with the consents contemplated by the second following sentence, 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. If a Note Holder intends to Transfer its respective Note Group,
or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain the written consent of
each non-transferring Note Holder or, if such non-transferring Note Holder’s Note Group is held in a Securitization Trust,
obtain a Rating Agency Confirmation from each of the applicable engaged Rating Agencies for such Securitization Trust. Notwithstanding
the foregoing, without each non-transferring Note Holder’s prior written consent (which will not be unreasonably withheld),
and, if such non-transferring Note Holder’s Note Group is held in a Securitization Trust, without a Rating Agency Confirmation
from each of the applicable engaged Rating Agencies for such Securitization, no Note Holder shall Transfer all or any portion
of its Note Group (or a participation interest in such Note Group) 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 obtaining Rating Agency Confirmation in connection with any
such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without receipt of Rating Agency Confirmation
and without the need to obtain the consent of the other Note Holders or any other Person, to Transfer 49% or less (in the aggregate)
of its beneficial interest in a Note Group (subject to Section 14(e) below). None of the provisions of this Section
14(a) shall apply in the case of (1) a sale of all of the Note Groups together, in accordance with the terms and conditions
of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with


 






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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 Mortgage 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.


 


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


 


  (c)          Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note Group 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 (or, if not rated by an applicable Rating Agency, an equivalent (or higher) rating
from any two of Fitch, Moody’s and S&P) (a “Note Pledgee”), on terms and conditions set forth in
this Section 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 Group that is secured by its Note Group 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 Group without a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to
any other Note Holder and any Servicer that a Pledge has been effected (including the name and address of the applicable Note
Pledgee), such other Note Holder agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give 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 any other Note Holder hereunder, but such Note Pledgee shall not be
obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement shall
be effective against such Note Pledgee without the written consent of such Note Pledgee, which consent shall not be unreasonably
withheld, conditioned or delayed; (iv) that such other Note Holder shall give to such Note Pledgee copies of any notice of
default under this Agreement simultaneously with the giving of same to the pledging Note Holder; (v) that such other Note
Holder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that
any such certificate(s) shall be in a form reasonably satisfactory to such other Note Holder; and (vi) that, upon written
notice (a “Redirection Notice”) to the other Note Holders 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


 






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


 


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


 






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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.


 


  (e)          Under
no circumstances shall either of the Notes comprising a Note Group be held by a Note Holder other than the Note Holder with respect
to the other Note in each such Note Group (i.e., the Note Holder with respect to Note A-1-1 shall also be the Note Holder with
respect to Note B-1-1; the Note Holder with respect to Note A-1-2 shall also be the Note Holder with respect to Note B-1-2; the
Note Holder with respect to Note A-2 shall also be the Note Holder with respect to Note B-2; and the Note Holder with respect
to Note A-3 shall also be the Note Holder with respect to Note B-3).


 


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 Note Groups. 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 Note
Groups and the names and addresses of any transferee of any Note Group 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 Group is so registered shall be deemed and treated as the sole owner and holder
thereof for all purposes of this Agreement. Upon request of a Note Holder, the Agent shall provide such party with the names
and addresses of the other Note Holder. To the extent the Trustee or another party is appointed as Agent hereunder, each Note
Holder hereby designates such person as its agent under this Section 15 solely for purposes of maintaining the
Note Register.


 


In
connection with any Transfer of a Note Group (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 Group 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 Group 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 Group 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 Holders 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


 






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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;


 


(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 Group is contained in a
Securitization Trust, the Note Holders shall not amend or modify this Agreement without first obtaining a Rating Agency
Confirmation from each Rating Agency then rating any securities of any Securitization (subject to the provisions of each
Securitization Servicing Agreement addressing non-responsive Rating Agencies); provided that no such Rating Agency
Confirmation 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 or (iii) if and to the extent the it would be deemed
given or not required pursuant to the definition of Rating Agency Confirmation in the Lead Securitization Servicing
Agreement and/or any Non-Lead Securitization Servicing Agreement, as applicable.


 






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Section 19.     Statement
of Intent. The Agent and each Noteholder intend that the Note Groups be classified and maintained as a grantor trust under
subpart E, part I of subchapter J of chapter 1 of the Code that is a fixed investment trust within the meaning of Treasury Regulation
§301.7701-4(c), and the parties will not take any action inconsistent with such classification. It is neither the purpose
nor the intent of this Agreement to create a partnership, joint venture, “taxable mortgage pool” or association taxable
as a corporation among the parties.


 


Section 20.     Successors
and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns. Except as provided herein, including without limitation, with respect to the Trustee,
Certificate Administrator, Master Servicer and Special Servicer and any Non-Lead Master Servicer, Non-Lead Special Servicer or
Non-Lead Trustee, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party
hereto. Subject to Section 14 and Section 15, each Note Holder may assign or delegate its rights or obligations
under this Agreement. Upon any such assignment, the assignee shall be entitled to all rights and benefits of the applicable Note
Holder hereunder.


 


Section 21.     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 22.     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 23.     Severability.
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or invalid under applicable laws, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Agreement.


 


Section 24.     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 25.     Withholding
Taxes.   (a) If the Lead Securitization Note Group Holder or
the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from interest, fees or other amounts payable
to a Non-Lead Securitization Note Group Holder with respect to the Mortgage Loan as a result of such Non-Lead Securitization Note
Group Holder constituting a Non-Exempt Person, the Lead Securitization Note Group Holder, in its capacity as servicer, shall be
entitled to do so with respect to such Non-Lead Securitization Note Group Holder’s interest in such payment (all withheld
amounts being deemed paid to such


 






    	42



    	 



    

 


Note Holder), provided that the Lead Securitization Note Group Holder shall furnish such
Non-Lead Securitization Note Group 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
Non-Lead Securitization Note Group Holder shall and hereby agrees to indemnify the Lead Securitization Note Group Holder against
and hold the Lead Securitization Note Group 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 Group Holder to withhold Taxes from
payment made to such Non-Lead Securitization Note Group Holder in reliance upon any representation, certificate, statement, document
or instrument made or provided by such Non-Lead Securitization Note Group Holder to the Lead Securitization Note Group Holder
in connection with the obligation of the Lead Securitization Note Group Holder to withhold Taxes from payments made to such Non-Lead
Securitization Note Group Holder, it being expressly understood and agreed that (i) the Lead Securitization Note Group 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 Non-Lead
Securitization Note Group Holder, upon request of the Lead Securitization Note Group 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
Group Holder.


 


(c)          Each
Non-Lead Securitization Note Group Holder represents to the Lead Securitization Note Group Holder (for the benefit of the Mortgage
Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Group 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 Non-Lead Securitization Note Group Holder shall deliver to the Lead Securitization Note Group Holder
or Servicer, as applicable and upon written request, evidence satisfactory to the Lead Securitization Note Group Holder substantiating
that such Note Holder is not a Non-Exempt Person and that the Lead Securitization Note Group 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 Non-Lead Securitization Note Group 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 Group Holder an Internal Revenue Service Form W-9 and (ii) if a Non-Lead Securitization
Note Group 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 Group Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate


 






    	43



    	 



    

 


attachments), Form W-8BEN or Form W-8BEN-E, 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 Group Holder shall not be obligated to make any payment hereunder with respect to a Non-Lead Securitization
Note Group or otherwise until the related Non-Lead Securitization Note Group Holder shall have furnished to the Lead Securitization
Note Group Holder the above required forms, certificates, statements or documents.


 


Section
26.     Custody
of Mortgage Loan Documents. Prior to the Note Group 1-1 Securitization Date, the originals of all of the Mortgage Loan Documents
(other than Note Group 1-1, Note Group 1-2 and Note Group 2) shall be held in the name of the Trustee (and held by a duly appointed
custodian therefor) under the Note Group 3 Securitization Servicing Agreement, on behalf of the registered holders of the Notes.
On and after the Note Group 1-1 Securitization Date, the originals of all of the Mortgage Loan Documents (other than Note Group
1-2, Note Group 2 and Note Group 3) will be transferred to and held (in the name of the Trustee and held by a duly appointed custodian
therefor) under the Note Group 1-1 Securitization Servicing Agreement on behalf of the registered holders of the Note Groups.


 


Section
27.     Cooperation in Securitization.


 


  (a)          Each
Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note Group in a Securitization.
In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the related Securitizing
Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s
expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to
satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in
the marketplace or by the Rating Agencies or applicable law in connection with such Securitization, including, entering into (or
consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing
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 required by applicable law or reasonably requested by the Rating Agencies or prospective investors to
effect such Securitization; provided, however, that no Non-Securitizing Note Holder shall 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-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s
obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with
any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating
to such Securitization such information concerning such Non-Securitizing Note Holder and its Note Group as the related Securitizing
Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at such Securitizing
Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in
connection with such Securitization (including, without limitation, reasonably cooperating with such Securitizing Note Holder
(without any obligation to make additional


 






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representations and warranties) to enable such Securitizing Note Holder to make all
necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the
Mortgage Loan and such 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 Note Holder and its Note
Group in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information
provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into
the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely
on the information supplied by, or on behalf of, each Non-Securitizing Note Holder.


 


  (b)          The
holder of any Note Group that will, upon Securitization, be the Lead Securitization Note Group shall give each of the other Note
Holders and parties to any Non-Lead Securitization Servicing Agreement (that are not also parties to the proposed Lead Securitization
Servicing Agreement) notice of the Securitization of the Lead Securitization Note Group in writing (which may be by e-mail) not
less than 5 business days prior to the applicable pricing date for the Securitization of such Note Group. Such notice shall contain
contact information for each of the parties to the proposed Lead Securitization Servicing Agreement. In addition, notwithstanding
anything to the contrary herein, the holder of the Note Group that will, upon Securitization, be the Lead Securitization Note
Group shall send each distributed draft of the proposed Lead Securitization Servicing Agreement to each of the other Note Holders
and parties to any Non-Lead Securitization Servicing Agreement (that are not also parties to the proposed Lead Securitization
Servicing Agreement) and shall send copies of the offering documents (prior to printing or filing thereof) related to the Securitization
of such Note Group to each of the other Note Holders and the Non-Lead Securitization Note Group Holders shall have a reasonable
opportunity to comment thereon.


 


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


 


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


 


Section
30.     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;


 






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


 


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


 


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


 


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


 


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


 


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


 


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 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 CFI 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 CFI or an Affiliate of CFI (an “Original Entity”)
is the owner of a Non-Lead Securitization Note Group (the “Owned Note Group”), such Original 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 groups of notes (in either case, “New Note Groups”) reallocating the principal of the Owned
Note Group to such New Note Groups; or severing the Owned Note Group into one or more further “component” notes in
the aggregate principal amount equal to the then outstanding principal balance of the Owned Note Group; provided that (i)
the aggregate principal balance of all outstanding New Note Groups following


 






    	46



    	 



    

 


such amendments is no greater than the aggregate
principal of the Owned Note Group prior to such amendments, (ii) the principal balances of the A Note and the B Note comprising
such New Note Group are in the same proportion as the principal balances of the A Note and the B Note comprising the original
Owned Note Group, (iii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments,
(iv) all Note Groups pay pro rata and on a pari passu basis and such reallocated or component notes shall
be automatically subject to the terms of this Agreement, (v) the Original Entity holding the New Note Groups shall notify the
Lead Securitization Note Group Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee
in writing of such modified allocations and principal amounts, and (vi) the execution of such amendments and New Note Groups does
not violate the Servicing Standard. If the Lead Securitization Note Group Holder so requests, the Original Entity holding the
New Note Groups (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this
Agreement to the New Note Groups, as so modified. Except for the foregoing reallocation and for modifications pursuant to the
Lead Securitization Servicing Agreement (as discussed in Section 5), no Note Group may be modified or amended without the
consent of its holder and the consent of the holder of the other Note Groups. In connection with the foregoing (provided the conditions
set forth in clauses (i) through (vi) above are satisfied, with respect to clauses (i) through (v),
as certified by the Original 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.


 


[SIGNATURE
PAGE FOLLOWS]


 






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


  


	 	COLUMN FINANCIAL, INC., as Initial Note Group
    1-1 Holder, Initial Note Group 1-2 Holder and Initial Note Group 2 Holder
	 	 	 
	 	By:	/s/ Charles Y. Lee
	 	 	Name: Charles Y. Lee
	 	 	Title: Vice President










 


CCSAIL
2015-C2 – Amended and Restated Westfield Wheaton Co-Lender Agreement





 






    	 



    	 



    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF CSAIL 2015-C1 COMMERCIAL MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2015-C1, as Note Group 3 Holder
	 	 	 
	 	By:	KeyBank National Association, its Master Servicer
	 	 	 
	 	By:	/s/ Diane Haislip
	 	 	Name: Diane Haislip
	 	 	Title: Senior Vice President






 


CSAIL
2015-C2 – Amended and Restated Westfield Wheaton Co-Lender Agreement


  






    	 



    	 



    

  


EXHIBIT
A



MORTGAGE LOAN SCHEDULE




 


Description
of Mortgage Loan


 


	Mortgage
    Loan Borrower:	Wheaton
    Plaza Regional Shopping Center LLC
	Date
    of Mortgage Loan:	February
    3, 2015
	Date
    of Notes:	February
    3, 2015
	Original
    Principal Amount of Mortgage Loan:	$234,617,526
	Principal
    Amount of Mortgage Loan as of the date hereof:	$234,617,526
	Initial
    Note A-1-1 Principal Balance:	$91,963,142.63
	Initial
    Note A-1-2 Principal Balance:	$16,456,562.37
	Initial
    Note A-2 Principal Balance:	$77,442,646
	Initial
    Note A-3 Principal Balance:	$41,255,175
	Initial
    Note B-1-1 Principal Balance:	$3,036,857.37
	Initial
    Note B-1-2 Principal Balance:	$543,437.63
	Initial
    Note B-2 Principal Balance:	$2,557,354
	Initial
    Note B-3 Principal Balance:	$1,362,351
	Location
                                         of Mortgaged Property:
	1160
                                         Veirs Mill Road 

        Wheaton,
        Maryland 20902 

	Initial
    Maturity Date:	March
    1, 2025


  



    	Exhibit A-1



    	 



    




 


EXHIBIT
B


 


1.        Initial
Note Group 1-1 Holder, Initial Note Group 1-2 Holder and Initial Note Group 2 Holder:


  


Column
Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: N. Dante LaRocca



with a copy to:



Column Financial, Inc.

One Madison Avenue, 9th Floor

New York, New York 10010

Attention: Sarah Nelson


 


2.        Initial
Note Group 3 Holder:


  


Wells
Fargo Bank, National Association, as Trustee for the registered holders of CSAIL 2015-C1 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2015-C1, in care of KeyBank National Association, as Master Servicer


  


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211 


Attention
Diane Haislip

Facsimile number: (877) 379-1625

E-mail: diane_c_haislip@keybank.com



with a copy to:


  


Polsinelli
PC

900 W. 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile number: (816) 753-1536

E-mail: kkohring@polsinelli.com



 






    	Exhibit B-1



    	 



    

  


EXHIBIT
C



PERMITTED FUND MANAGERS 


 


1. Apollo
Global Real Estate 


2. Archon
Capital, L.P. 


3. AREA
Property Partners 


4. BlackRock,
Inc. 


5. The
Blackstone Group International Ltd. 


6. Capital
Trust, Inc. 


7. Clarion
Partners 


8. Colony
Capital, Inc. 


9. DLJ
Real Estate Capital Partners 


10.
Eightfold Real Estate Capital, L.P. 


11.
Fortress Investment Group LLC 


12.
Garrison Investment Group 


13.
Goldman, Sachs & Co. 


14.
iStar Financial Inc. 


15.
J.E. Roberts Companies 


16.
Lend-Lease Real Estate Investments 


17.
LoanCore Capital 


18.
Lonestar Funds 


19.
Praedium Group 


20.
Raith Capital Partners, LLC 


21.
Rialto Capital Management, LLC 


22.
Rockpoint Group 


23.
Starwood Capital/Starwood Financial Trust 


24.
Torchlight Investors 


25.
Walton Street Capital, LLC 


26.
Westbrook Partners 


27.
WestRiver Capital 


28.
Whitehall Street Real Estate Fund, L.P. 


29.
Raith Capital Partners, LLC


 






    	Exhibit C-1



    	 



    

 


  




SCHEDULE
I


  


The
Lead Securitization Servicing Agreement shall provide that:


 


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


 


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


 


(iv)        with
respect to each Non-Lead Securitization Note Group that is held by a Securitization, the Certificate Administrator agrees to make
available to each of the Non-Lead Securitization Note Group Holders or, if such Non-Lead Securitization Note Group is securitized,
to each of the Non-Lead Master Servicers (or, if so requested, the related certificate administrator) certain reports required
to be delivered pursuant to Section 4.02 of the Lead Securitization Servicing Agreement (which shall include all loan-level reports
constituting the CREFC Investor Reporting Package) to the extent related to the Mortgage Loan or the Non-Lead Securitization Note
Group;


 


(v)         the
Master Servicer shall provide (in electronic media) to each Non-Lead Securitization Note Group Holder (i) copies of operating
statements and rent rolls; (ii) annual CREFC® NOI Adjustment Worksheets (with annual operating statements as exhibits);
and (iii) annual CREFC® Operating Statement Analysis Reports, in each case prepared, received or obtained by it
pursuant to the Lead Securitization Servicing Agreement with respect to the Mortgaged Propert(y)(ies) securing the Non-Lead Securitization
Note Group;


 


(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


 






    	Schedule I-1



    	 



    

 


respective trustees and
certificateholders) in accordance with (i) applicable laws, (ii) this Agreement and the Lead Securitization Servicing Agreement
and (iii) to the extent consistent with the foregoing, the Servicing Standard;


 


(vii)       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 and act in the best interests and for the benefit
of the Note Holders together with the certificateholders of the Lead Securitization, as a collective whole as if such Note Holders
and certificateholders constituted a single lender;


 


(viii)      the
Non-Lead Securitization Note Group Holders shall be entitled to the same indemnity as the Lead Securitization Note Group Holder
under the Lead Securitization Servicing Agreement; each of the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator and the Operating Advisor shall be required to indemnify each Certification Party, each Non-Lead Depositor and each
Non-Lead Securitization Note Group Holder and their respective employees, directors and officers for all claims, losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses, including
any reasonable out-of-pocket legal or other expenses incurred in connection with investigating or defending any such action or
claim, arising out of (i) the failure to deliver the items in clause (ix) below, (ii) negligence, bad faith or willful
misconduct on its part in the performance of such obligations, (iii) any failure by a Servicer to identify a Servicing Function
Participant under such Article X of the Lead Securitization Agreement retained by it by the time required after giving effect
to any applicable grace period and cure period and/or (iv) delivery of any Deficient Exchange Act Deliverable regarding, and delivered
by or on behalf of, such party;


 


(ix)        with
respect to any Non-Lead Securitization that is subject to following reporting requirements under the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934 (including Rule 15Ga-1), as amended, and Regulation AB, (a) the Master Servicer,
any primary servicer, the Special Servicer, the Trustee and the certificate administrator or other party acting as custodian for
the Lead Securitization shall be required to deliver (and shall be required to cause each other servicer and servicing function
participant (within the meaning of Items 1123 and 1122, respectively, of Regulation AB) retained or engaged by it to deliver;
provided that such party shall only be required to use commercially reasonable efforts to cause an Initial Sub-Servicer to deliver),
in a timely manner (i) the reports, certifications, compliance statements, accountants’ assessments and attestations, information
to be included in reports (including, without limitation, Form ABS-15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request,
any other materials specified in each of the Non-Lead Securitization Servicing Agreements, in the case of clauses (i) and
(ii), as the Non-Lead Depositor or the Non-Lead Trustee to the applicable Securitization reasonably believes, in good faith,
are required in order for the Non-Lead Depositor or the Non-Lead Trustee to comply with their obligations under the Securities
Act of 1933, the Securities Exchange Act of 1934 (including Rule 15Ga-1, as amended) and Regulation AB, and (b) without limiting
the generality of the foregoing (x) the Trustee or Certificate


 






    	Schedule I-2



    	 



    

 


Administrator, as applicable, shall, upon request, provide or cause
to be provided with notice in a timely manner to each Non-Lead Depositor and Non-Lead Trustee for any Non-Lead Securitization
a copy of the Lead Securitization Servicing Agreement and (y) the Master Servicer and Special Servicer shall, upon reasonable
prior written request, and subject to the right of the Master Servicer or the Special Servicer, as the case may be, to review
and approve such disclosure materials, permit a holder of a related Non-Lead Securitization Note Group to use such party’s
description contained in the Lead Securitization prospectus (updated as appropriate by the Master Servicer or Special Servicer,
as applicable, at the cost of the Non-Lead Depositor) for inclusion in the disclosure materials relating to any securitization
of a Non-Lead Securitization Note Group and (z) the Master Servicer and Special Servicer, shall provide indemnification agreements,
opinions and Regulation AB compliance letters as were or are being delivered with respect to the Lead Securitization (in each
case, at the cost of the Non-Lead Depositor). The Master Servicer and the Special Servicer shall each be required to provide certification
and indemnification to any Certifying Person with respect to any applicable Sarbanes-Oxley Certification (or analogous terms);


 


(x)          the
Non-Lead Depositor shall be entitled to indemnification from and against any claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and other costs and expenses, including any reasonable out-of-pocket legal
or other expenses incurred in connection with investigating or defending any such action or claim, arising out of (i) an actual
breach by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, of its
obligations under Article X of the Lead Securitization Servicing Agreement, (ii) negligence, bad faith or willful misconduct on
the part of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, in the performance
of such obligations under the Lead Securitization Servicing Agreement, or (iii) delivery of any Deficient Exchange Act Deliverable
regarding, and delivered by or on behalf of, the Non-Lead Depositor;


 


(xi)        the
Non-Lead Securitization Note Group Holders are intended third-party beneficiaries in respect of the rights afforded them under
the Lead Securitization Servicing Agreement and the Non-Lead Master Servicers will be entitled to enforce the rights of the Non-Lead
Securitization Note Group Holders under this Agreement and the Lead Securitization Servicing Agreement;


 


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


 


(xiii)      if
the Mortgage Loan becomes a Defaulted Mortgage Loan and the Special Servicer determines to sell the Lead Securitization Note Group
in accordance with the Lead Securitization Servicing Agreement, it shall have the right and the obligation to sell all of the
Notes as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection
with any such sale, the Special


 






    	Schedule I-3



    	 



    

 


Servicer shall provide notice to each Non-Controlling Note Holder of the planned sale and of such
Non-Controlling Note Holder’s opportunity to bid on the Mortgage Loan;


 


(xiv)       if
any action relating to the servicing and administration of the Mortgage Loan requires delivery of a Rating Agency Confirmation
as a condition precedent to such action, then, except as set forth in the Lead Securitization Servicing Agreement, such action
shall also require delivery of a Rating Agency Confirmation from any Rating Agency that was engaged by a participant in the applicable
Non-Lead Securitization to assign a rating to the related commercial mortgage pass-through certificates issued in connection with
such Non-Lead Securitization;


 


(xv)        Servicer
Termination Events (or analogous term) with respect to the Master Servicer and the Special Servicer shall include (i) the failure
to timely remit payments to the Non-Lead Securitization Note Group Holders, which failure continues unremedied for one business
day following the date on which such payment was to be made; and (ii) the failure to provide to the Non-Lead Securitization Note
Group Holders (if and to the extent required under the applicable Non-Lead Securitization) reports required under the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, in a timely fashion. Upon the occurrence of such a
Servicer Termination Event affecting a Non-Lead Securitization Note Group Holder, the Trustee shall, upon the direction of the
related Non-Lead Securitization Note Group Holder, require the appointment of a subservicer with respect to the related Non-Lead
Securitization Note Group;


 


(xvi)       compensating
interest payments as defined therein with respect to each Note Group will be allocated by the Master Servicer between each Note
Group, pro rata, in accordance with their respective principal amounts. The Master Servicer shall remit any compensating
interest payment in respect of a Non-Lead Securitization Note Group to the related Non-Lead Securitization Note Group Holder;
and


 


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


 






    	Schedule I-4