Exhibit 4.23


EXECUTION
VERSION


 













AMENDED
AND RESTATED

CO-LENDER AGREEMENT


 


Dated
as of October 31, 2017


 


by
and between


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF THE CD 2017-CD5 MORTGAGE TRUST COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2017-CD5

(Note A-1-A Holder)


 


and


 


DEUTSCHE
BANK TRUST COMPANY AMERICAS, AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF THE CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-B1 COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-B1

(Note A-1-B Holder)


 


and


 


CANTOR
COMMERCIAL REAL ESTATE LENDING, L.P.

(Note A-2-A Holder)


 


and


 


CANTOR
COMMERCIAL REAL ESTATE LENDING, L.P.

(Note A-2-B Holder)


 


IGT
Reno Mortgage Loan


 












     


    


    

 


TABLE
OF CONTENTS


 





 




	 	 	Page
	 	 	 
	Section
    1.  	Definitions	2
	Section
    2. 	Servicing
    of the Mortgage Loan	16
	Section
    3.  	Priority
    of Payments	27
	Section
    4. 	Workout	28
	Section
    5.	Administration
    of the Mortgage Loan	28
	Section
    6. 	Appointment
    of Controlling Note Holder Representative and Non-Controlling Note Holder Representative	34
	Section
    7. 	Appointment
    of Special Servicer	35
	Section
    8.  	Payment
    Procedure	36
	Section
    9.  	Limitation
    on Liability of the Note Holders	37
	Section
    10.	Bankruptcy	37
	Section
    11. 	Representations
    of the Note Holders	38
	Section
    12.  	Independent
    Analysis of Each Note Holder	38
	Section
    13.  	No
    Creation of a Partnership or Exclusive Purchase Right	39
	Section
    14.   	Other
    Business Activities of the Note Holders	39
	Section
    15.   	Sale
    of the Notes	39
	Section
    16.  	Registration
    of the Notes and Each Note Holder	42
	Section
    17.  	Governing
    Law; Waiver of Jury Trial	43
	Section
    18.  	Submission
    to Jurisdiction; Waivers	43
	Section
    19.  	Modifications	44
	Section
    20.   	Successors
    and Assigns; Third Party Beneficiaries	44
	Section
    21.   	Counterparts	44
	Section
    22.  	Captions	44
	Section
    23.  	Severability	44
	Section
    24.   	Entire
    Agreement	44
	Section
    25.   	Withholding
    Taxes	45
	Section
    26.   	Custody
    of Mortgage Loan Documents	46
	Section
    27.  	Cooperation
    in Securitization	46
	Section
    28.  	Notices	47
	Section
    29.   	Broker	48
	Section
    30. 	Certain
    Matters Affecting the Agent	48
	Section
    31.  	Reserved	48
	Section
    32.   	Resignation
    of Agent	48
	Section
    33.  	Resizing	49





 






    -i- 


    


    




 


 


THIS
AMENDED AND RESTATED CO-LENDER AGREEMENT (this “Agreement”), dated as of October 31, 2017, is by and between
Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of the CD 2017-C5 Mortgage Trust Commercial
Mortgage Pass-Through Certificates, Series 2017-CD5 (the “Note A-1-A Holder”), Deutsche Bank Trust Company
Americas, as Trustee, for the benefit of the Holders of the Citigroup Commercial Mortgage Trust 2017-B1 Commercial Mortgage Pass-Through
Certificates, Series 2017-B1 (the “Note A-1-B Holder”), CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., (“CCRE”
and together with its successors and assigns in interest, in its capacity as holder of the Note A-2-A, the “Note A-2-A
Holder”) and CCRE (together with its successors and assigns in interest, in its capacity as holder of the Note-A-2-B,
the “Note A-2-B Holder” and, together with the Note A-1-A Holder, the Note A-1-B Holder and the Note A-2-A
Holder, the “Note Holders”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), Citigroup Real Estate Funding, Inc. (“CREFI”)
and CCRE co-originated a certain loan (the “Mortgage Loan”) described on the schedule attached hereto as Exhibit
A (the “Mortgage Loan Schedule”) to the mortgage loan borrower described on the Mortgage Loan Schedule (the
“Mortgage Loan Borrower”), which was evidenced, inter alia, by (i) one promissory note in the original principal
amount of $40,000,000 (“Note A-1”) made by the Mortgage Loan Borrower in favor of CREFI and (ii) one promissory
note in the original principal amount of $40,000,000 (“Note A-2”) made by the Mortgage Loan Borrower in favor
of CCRE, and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”) on certain
real property located as described on the Mortgage Loan Schedule (the “Mortgaged Property”);


 


WHEREAS,
as of July 20, 2017, CREFI, CCRE and the Mortgage Loan Borrower had agreed, pursuant to that certain First Amendment to Loan Agreement
dated as of July 20, 2017 between such parties, to split Note A-1 into two promissory notes and the Mortgage Loan Borrower has
executed and delivered to CREFI (i) one promissory note in the original principal amount of $30,000,000 (“Note A-1-A”)
made by the Mortgage Loan Borrower in favor of the Note A-1-A Holder and (ii) one promissory note in the original principal amount
of $10,000,000 (“Note A-1-B”) made by the Mortgage Loan Borrower in favor of the Note A-1-B Holder, and such
notes were subject to the Co-Lender Agreement dated as of July 20, 2017, between CREFI, as the holder of Note A-1-A, CREFI, as
the holder of Note A-1-B, and CCRE, as the holder of Note A-2 (the “Original CLA”);


 


WHEREAS,
CCRE, as the holder of Note A-2 (and pursuant to Section 33 of the Original CLA) severed Note A-2 into two component notes (Note
A-2-A in the original principal amount of $25,000,000 and Note A-2-B in the original principal amount of $15,000,000, together
the “New A-2 Notes”) and caused the Borrower to execute the New A-2 Notes, which New A-2 Notes each has the same interest
rate as Note A-2;


 


WHEREAS,
CREFI, as the holder of Note-A-1-A, sold, transferred and assigned its right, title and interest in and to Note A-1-A to Citigroup
Commercial Mortgage Securities, Inc. (“CCMS”), as depositor, pursuant to a Mortgage Loan Purchase Agreement,
dated as of August 1, 2017, by and between CCMS, as purchaser, and CREFI, as seller, and CCMS


 






     


    


    

 


transferred
its right, title and interest in and to Note A-1-A to Wilmington Trust, National Association, as trustee for CD 2017-CD5 Mortgage
Trust under a pooling and servicing agreement, dated as of August 1, 2017 (the “Note A-1-A PSA”), between CCMS,
as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Park
Bridge Lender Services, LLC, as operating advisor and asset representations reviewer, Citibank, N.A., as certificate administrator,
and Wilmington Trust, National Association, as trustee (such sales transfers and assignments, the “Note A-1-A Securitization”);


 


WHEREAS,
CREFI, as the holder of Note-A-1-B, sold, transferred and assigned its right, title and interest in and to Note A-1-B to Citigroup
Commercial Mortgage Securities, Inc. (“CCMS”), as depositor, pursuant to a Mortgage Loan Purchase Agreement,
dated as of August 1, 2017, by and between CCMS, as purchaser, and CCRE, as seller, and CCMS transferred its right, title and
interest in and to Note A-1-B to Wilmington Trust, National Association, as trustee for Citigroup Commercial Mortgage Trust 2017-B1
under a pooling and servicing agreement, dated as of August 1, 2017 (the “Note A-1-B PSA”), between CCMS, as
depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Trimont Real Estate
Advisors, LLC, as operating advisor and asset representations reviewer, Citibank, N.A., as certificate administrator, and Deutsche
Bank Trust Company Americas, as trustee (such sales transfers and assignments, the “Note A-1-B Securitization”);


 


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


 


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


 








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


 


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


 


“Agent”
shall mean the Master Servicer as of such time.


 


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


 






    2


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Certificate
Administrator” shall mean Citibank, N.A. or its successor in interest, or any successor certificate administrator appointed
as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


“Conduit”
shall have the meaning assigned to such term in Section 15(d).


 


“Conduit
Credit Enhancer” shall have the meaning assigned to such term in Section 15(d).


 






    3


     


    

 


“Conduit
Inventory Loan” shall have the meaning assigned to such term in Section 15(d).


 


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


 


“Controlling
Note Holder” shall mean:


 


(a)       the
Note A-1-A Holder, if and for so long as the Note A-1-A Holder is not a Borrower Party; and


 


(b)       the
Note A-1-B Holder, if and for so long as the Note A-1-A Holder is a Borrower Party and the Note A-1-B Holder is not a Borrower
Party.


 


(c)       the
Note A-2-A Holder, if and for so long as the Note A-1-A Holder and the Note A-1-B Holder are Borrower Parties and the Note A-2-A
Holder is not a Borrower Party.


 


(d)       the
Note A-2-B Holder, if and for so long as the Note A-1-A Holder and the Note A-1-B Holder are Borrower Parties and the Note A-2-B
Holder is not a Borrower Party.


 


If
each Note Holder is a Borrower Party, no Person shall be entitled to exercise the rights of the Controlling Note Holder.


 


At
any time that Note A-1-A is included in a Securitization, references to the “Controlling Note Holder” shall mean the
Lead Securitization Subordinate Class Representative or any other party assigned the rights to exercise the rights of the “Controlling
Note Holder” hereunder, as and to the extent provided in the related Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


“Depositor”
shall mean Citigroup Commercial Mortgage Securities Inc.


 


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


 


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


 


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


 






    4


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Lead
Securitization Servicing Agreement” shall mean the pooling and servicing agreement to be entered into in connection
with the Securitization of Note A-1-A and issuance of the CD 2017-CD5 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2017-CD5, between the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer, the Certificate Administrator and the Trustee.


 






    5


     


    

 


The
Servicing Standard in the Lead Securitization Servicing Agreement shall require, among other things, that each Servicer, in servicing
the Mortgage Loan, must take into account the interests of each Note Holder.


 


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


 


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


 


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


 


“Major
Decisions” shall have the meaning given to such term or any analogous term in the Lead Securitization Servicing Agreement;
provided that, at any time that none of the Notes is included in the Lead Securitization, “Major Decision” shall mean,
collectively,


 


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


 


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


 


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


 


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


 


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


 


(vi)      any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or, if lender
consent is required, any consent to such waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgage
Loan Borrower or consent to the incurrence of additional debt, other


 






    6


     


    

 


than
any such transfer or incurrence of debt as may be effected without the consent of the lender under the related loan agreement
or related to an immaterial easement, right of way or similar agreement;


 


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


 


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


 


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


 


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


 


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


 


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


 


(xiii)     any
determination of an Acceptable Insurance Default;


 


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


 


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


 


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


 






    7


     


    

 


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


 


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


 


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


 


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


 


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


 


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of July 3, 2017, between the Mortgage Loan Borrower, as borrower,
and CREFI and CCRE, as lenders, as the same may be further amended, restated, supplemented or otherwise modified from time to
time, subject to the terms hereof.


 


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


 


“Mortgage
Loan Borrower Related Party” shall have the meaning assigned to such term in Section 14.


 


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


 


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


 


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


 


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


 


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


 


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


 






    8


     


    

 


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


 


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


 


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


 


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


 


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


 


“Non-Lead
Securitization” shall mean any Securitization of a Non-Lead Securitization Note in a Securitization Trust to be designated
by the related Non-Lead Securitization Note Holder.


 


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


 


“Non-Lead
Securitization Note” shall mean each of Note A-1-B, the Note A-2-A Holder and the Note A-2-B Holder.


 


“Non-Lead
Securitization Note Holder” shall mean each of the Note A-1-B Holder, the Note A-2-A Holder and the Note A-2-B Holder.


 


“Non-Lead
Securitization Servicing Agreement” shall mean from and after the date a Non-Lead Securitization Note is included in
a Non-Lead Securitization, the servicing agreement, trust and servicing agreement or pooling and servicing agreement entered into
in connection with such Non-Lead Securitization.


 


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


 


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


 


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


 






    9


     


    

 


“Non-Lead
Sponsor” shall mean each Non-Lead Securitization Note Holder in its capacity as the sponsor with respect to the related
Non-Lead Securitization Note in connection with a Non-Lead Securitization.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    10


     


    

 


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


 


“Note
Holders” shall 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 15(c).


 


“Note
Register” shall have the meaning assigned to such term in Section 16.


 


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


 


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


 


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


 


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


 


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


 


“Pledge”
shall have the meaning assigned to such term in Section 15(c).


 






    11


     


    

 


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


 


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


 


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


 


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


 


(c)       one
or more of the following:


 


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


 


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


 


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


 






    12


     


    

 


arrangements
for the assets held by the Securitization Vehicle which require that such Approved Servicer act in accordance with a servicing
standard notwithstanding any contrary direction or instruction from any other Person; or (3) in the case of a Securitization Vehicle
that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered and managed by
a CDO Asset Manager which is a Qualified Institutional Lender, are each a Qualified Institutional Lender under clauses (i), (ii),
(iv) or (v) of this definition, or


 


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


 


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


 


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


 


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


 






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unsecured
debt is rated either of the then in effect top two rating categories of each of the applicable Rating Agencies.


 


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


 


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


 


“Redirection
Notice” shall have the meaning assigned to such term in Section 15(c).


 


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


 


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


 


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


 






    14


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“SNDA”
shall mean that certain Subordination, Non-Disturbance and Attornment Agreement by and among CREFI, CCRE, Tenant and AGNL Slots,
L.L.C. and executed and delivered in connection with the origination of the Mortgage Loan


 


“Special
Servicer” shall mean Rialto Capital Advisors, LLC or its successor in interest, or any successor special servicer appointed
as provided in the Lead Securitization Servicing Agreement and this Agreement.


 


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


 


“Tenant”
means IGT, a Nevada corporation, and its successors and assigns.


 


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


 






    15


     


    

 


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


 


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


 


Section
2.         Servicing
of the Mortgage Loan.


 








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


 






    16


     


    

 


Servicing
Agreement and applicable law, and shall not take any action or refrain from taking any action or follow any direction inconsistent
with the foregoing.


 


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


 


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


 






    17


     


    

 


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


 


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


 


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


 






    18


     


    

 


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


 


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


 


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


 


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


 






    19


     


    

 


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 each Non-Lead Securitization Note, net of the servicing fees
payable to the Master Servicer and Special Servicer with respect to such Non-Lead Securitization Note, and any other applicable
fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the related Non-Lead Securitization
Note Holder by the earlier of (x) the Master Servicer Remittance Date (as defined in the Lead Securitization Servicing Agreement)
and (y) the Business Day following the “determination date” (or any term substantially similar thereto) as defined
in the related Non-Lead Securitization Servicing Agreement (such determination date, the “Non-Lead Securitization Determination
Date”), in each case as long as the date on which remittance is required under this clause (iii) is at least one (1)
Business Day after the scheduled monthly payment date under the Mortgage Loan Agreement, provided, that any late collections received
by the Master Servicer after the related due date under the Mortgage Loan shall be remitted by the Master Servicer in accordance
with Section 2(c)(x) below;


 


(iv)         with
respect to each Non-Lead Securitization Note that is held by a Securitization, the Master Servicer agrees to deliver or cause
to be delivered or to make available to the related Non-Lead Master Servicer all reports required to be delivered by the Master
Servicer to the Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement (which shall include
all loan-level reports constituting the CREFC® Investor Reporting Package (IRP)) pursuant to the terms of the Lead
Securitization Servicing Agreement, to the extent related to the Mortgage Loan, the Mortgaged Property, such Non-Lead Securitization
Note, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, by the earlier of (x) the Master
Servicer Remittance Date and (y) the Business Day following the related Non-Lead Securitization Determination Date, in each case
so long as the date on which delivery is required under this clause (iv) is at least one (1) Business Day after the scheduled
monthly payment date under the Mortgage Loan Agreement;


 


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


 


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


 


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


 






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


 


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


 






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contained
in the Lead Securitization prospectus (updated as appropriate by the Master Servicer or Special Servicer, as applicable, at the
cost of the related Non-Lead Sponsor) or contained in a Lead Securitization Form 8-K), for inclusion in the disclosure materials
or a Form 8-K relating to any securitization of the related Non-Lead Securitization Note, and (z) the Master Servicer and the
Special Servicer (or any replacement Master Servicer or Special Servicer, as applicable), shall provide indemnification agreements,
opinions and Regulation AB compliance letters as were or are being delivered with respect to the Lead Securitization (in each
case, at the cost of the related Non-Lead Sponsor), and (c) in connection with any amendment of the Lead Securitization Servicing
Agreement, the Depositor shall provide written notice (which may be by email) of such proposed amendment to any Non-Lead Depositor
and the related Non-Lead Trustee no later than three (3) Business Days prior to the date of effectiveness of such amendment, and,
on the date of effectiveness of such amendment to the Lead Securitization Servicing Agreement, provide a copy of such amendment
in an EDGAR-compatible format to such Non-Lead Depositor and the related Non-Lead Trustee. The Master Servicer and the Special
Servicer shall each be required to provide certification and indemnification to any Certifying Person with respect to any applicable
Sarbanes-Oxley Certification with respect to a Non-Lead Securitization;


 


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


 


(x)           any
late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to a Non-Lead Securitization
Note or reimbursable to a Non-Lead Master Servicer or a Non-Lead Trustee shall be remitted by the Master Servicer to the related
Non-Lead Master Servicer within one (1) Business Day of receipt of properly identified funds; provided, however, that to the extent
any such amounts are received after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially
reasonable efforts to remit such amounts to such Non-Lead Master Servicer within one (1) Business Day of receipt of properly identified
funds but, in any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt of properly identified
funds; and provided, further, that in the event the Master


 






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Servicer
is in receipt of properly identified funds that are not available to the Master Servicer, the Master Servicer may instead remit
such amounts on the same Business Day that such properly identified funds become available to the Master Servicer;


 


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


 


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


 


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


 


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


 


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


 


(xvi)        Servicer
Termination Events with respect to the Master Servicer and the Special Servicer shall include: (i) solely with respect to the
Master Servicer, the failure to timely remit payments to any Non-Lead Securitization Note Holder, which failure continues unremedied
for one (1) Business Day following the date on which such payment was to be made; (ii) solely with respect to the Special Servicer,
the failure to deposit into any REO Account any amount required to be so deposited within two (2) Business Days after the date
such deposit was to be made, or the failure to remit to the Master Servicer for deposit into the Collection Account or the related
Loan Combination Custodial Account, as applicable, any amount required to be so remitted by the Special Servicer within one (1)
Business Day after the date such remittance was to be made; (iii) the qualification, downgrade or withdrawal, or placing on “watch
status” in contemplation of a rating downgrade or withdrawal of the ratings of any class of


 






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certificates
issued in connection with any Non-Lead Securitization by the Rating Agencies rating such securities (and such qualification, downgrade,
withdrawal or “watch status” placement shall not have been withdrawn by such rating agencies within sixty (60) days
of actual knowledge of such event by the Master Servicer or the Special Servicer, as the case may be), and publicly citing servicing
concerns with the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action;
and (iv) the failure to provide to any Non-Lead Securitization Note Holder (if and to the extent required under the related Non-Lead
Securitization) reports required under the Exchange Act, and the rules and regulations thereunder, in a timely fashion. Upon the
occurrence of such a Servicer Termination Event with respect to the Master Servicer affecting a Non-Lead Securitization Note Holder
and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall,
upon the direction of such Non-Lead Securitization Note Holder, require the appointment of a subservicer with respect to the related
Non-Lead Securitization Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer affecting
a Non-Lead Securitization Note Holder and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization
Servicing Agreement, the Trustee shall, upon direction of such Non-Lead Securitization Note Holder, terminate the Special Servicer
with respect to, but only with respect to, the Mortgage Loan;


 


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


 


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


 


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


 






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


 


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


 


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


 






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share
of the insufficiency out of general funds in the collection account (or equivalent account) established under such Non-Lead Securitization
Servicing Agreement;


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


Section
5.          Administration
of the Mortgage Loan.


 








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


 


Each
Note Holder hereby acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting
on behalf of the Lead Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Mortgage Loan, to sell the Notes
as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection
with any such sale, the Special Servicer shall be required to


 






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sell
the Notes together in such manner as will be reasonably likely to realize a fair price. Subject to the other provisions of this
paragraph and the two following paragraphs and the applicable provisions of the Lead Securitization Servicing Agreement, the Special
Servicer shall accept the first (and, if multiple offers are contemporaneously received, the highest) cash offer received from
any Person that constitutes a fair price for such Defaulted Mortgage Loan. The Special Servicer shall notify the Controlling Note
Holder Representative and each Non-Controlling Note Holder Representative of any inquiries or offers received regarding the sale
of such Defaulted Mortgage Loan.


 


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


  






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provided that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by
the Trustee.


 


Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder)
shall not be permitted to sell the Mortgage Loan if it becomes a Defaulted Mortgage Loan without the written consent of each Non-Controlling
Note Holder (provided that such consent is not required from any such Non-Controlling Note Holder that is the Mortgage Loan Borrower
or an Affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered to such 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 such
Non-Controlling Note Holder that are material to the price of the Mortgage Loan and (d) until the sale is completed, and a reasonable
period of time (but no less time than is afforded to other offerors and the Lead Securitization Subordinate Class Representative)
prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other
documents that are approved by any Servicer in connection with the proposed sale; provided, that each Non-Controlling Note
Holder may waive, as to itself, any of the delivery or timing requirements set forth in this sentence. Subject to the terms of
the Lead Securitization Servicing Agreement, each of the Controlling Note Holder, the Controlling Note Holder Representative,
each Non-Controlling Note Holder and each Non-Controlling Note Holder Representative shall be permitted to submit an offer at
any sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 


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


 


The
authority of the Lead Securitization Note Holder to sell the Non-Lead Securitization Notes, and the obligations of the Non-Lead
Securitization Note Holders to execute and deliver instruments or deliver the related Non-Lead Securitization Notes upon request
of the Lead Securitization Note Holder, shall terminate and cease to be of any further force or effect upon the date, if any,
upon which the Lead Securitization Note is repurchased by the Person that sold such Lead Securitization Note into the Lead Securitization
from the Lead Securitization Trust in connection with a material breach of representation or warranty made by such Person


 






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


 


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


 


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


 


(d)       Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be required (i) to provide copies of any notice, information and report that it is required to provide to the Lead Securitization
Subordinate Class Representative pursuant to the Lead Securitization Servicing Agreement with respect to any Major Decisions or
the implementation of any recommended


 






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


 


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


 


(e)       If
any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning
of Section 860D(a) of the Code, then, any provision of


 









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


 


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


 


(f)       Each
Note Holder acknowledges that the last sentence of paragraph 9 of the SNDA provides that “Tenant [shall] be entitled to
rely upon any notice from or consent or approval given by [CREFI], individually, as constituting a notice from or consent or approval
given by Lender, collectively, for all purposes hereunder.” Each Note Holder acknowledges and agrees that all of its right,
title and interest in, to and under the SNDA with respect to the related Note shall vest in any successor Note Holder for such
related Note. Each Note Holder further acknowledges and agrees that it shall promptly forward to the Servicer any request, notice
or other correspondence received from the Tenant and that the Servicer, subject to the Servicing Agreement, shall have the sole
and exclusive right and obligation on behalf of all of the Note Holders to (1) respond to and approve or deny any request, notice
or other correspondence from the Tenant under the SNDA and (2) make any request or deliver any notice or grant any approval or
consent to the Tenant under the SNDA; provided, however, that the foregoing shall not in any manner relieve the Servicer
under the Lead Securitization Servicing Agreement of its obligations to obtain the consent of or to consult with any Note Holder
with respect thereto to the extent permitted or required under the Lead Securitization Servicing Agreement or otherwise required
by this Agreement.


 


 



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


 


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


 


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


  



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employees,
principals or agents as a result of such special relationships or interests, and that neither the Controlling Note Holder Representative
nor the Controlling Note Holder will be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged
in willful misfeasance or to have recklessly disregarded any exercise of its rights by reason of its having acted or refrained
from acting, or having given any consent or having failed to give any consent, solely in the interests of any Note Holder.


 


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


 


Section
7.       Appointment
of Special Servicer. The Controlling Note Holder (or its Controlling Note Holder Representative) shall have the right at any
time and from time to time, with or without cause, subject to the terms and conditions of the Lead Securitization Servicing Agreement,
to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu
thereof. Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as
Special Servicer shall be made by delivering to the other Note Holders, the Master Servicer, the then existing Special Servicer
and other parties to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the
other conditions to such replacement as set forth in the Lead Securitization Servicing Agreement (including, without limitation,
a Rating Agency Confirmation, if required by the terms of the Lead Securitization Servicing Agreement), if any. The Controlling
Note Holder shall be solely responsible for any expenses incurred in connection with any such replacement without cause. The Controlling
Note Holder shall notify the other parties hereto of its termination of the then currently serving Special Servicer and its appointment
of a replacement Special Servicer in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special
Servicer with respect to the Mortgage Loan as of the consummation of the securitization under the Lead Securitization Servicing
Agreement, then the initial Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the initial
Special Servicer but this shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder Representative)
to designate a replacement Special Servicer for the Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of
the Special Servicer has occurred that affects any Non-Controlling Note Holder, such Non-


 






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


 


Section
8.       Payment
Procedure.


 


(a)       The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead
Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Loan Combination
Custodial Account pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note
Holder (or the Master Servicer acting on its behalf) shall deposit such amounts to the applicable account within one (1) Business
Day after receipt of properly identified funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf)
from or on behalf of the Mortgage Loan Borrower; provided, however, that to the extent any such amounts are received after 2:00
p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to deposit such amounts
into the applicable account within one (1) Business Day of receipt thereof but, in any event, the Master Servicer shall deposit
such amounts into the applicable account within two (2) Business Days of receipt thereof; and provided, further, that in the event
the Master Servicer is in receipt of properly identified funds that are not available to the Master Servicer, the Master Servicer
may instead deposit such amounts into the related Loan Combination Custodial Account on the same Business Day that such properly
identified funds become available to the Master Servicer.


 


(b)       If
the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received
or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar
law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, any Non-Lead Securitization Note
Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization
Note Holder shall not be required to distribute any portion thereof to the Non-Lead Securitization Note Holders and the Non-Lead
Securitization Note Holders shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note
Holder any portion thereof that


 









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the
Lead Securitization Note Holder shall have theretofore distributed to the Non-Lead Securitization Note Holders, together with
interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage
Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto.


 


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


 


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


 


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


 


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


 


Section
10.        Bankruptcy.
  Subject to Section 5(d), each Note Holder hereby covenants and agrees that only the Servicer has the right to institute,
file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or
otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower
or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to
the Mortgage Loan


 






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


 


Section
11.        Representations
of the Note Holders.  Each Note Holder represents and warrants that the execution, delivery and performance of this Agreement
is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene such Note
Holder’s charter or any law or contractual restriction binding upon such Note Holder, and that this Agreement is the legal,
valid and binding obligation of such Note Holder enforceable against such Note Holder in accordance with its terms, except as
such 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.        Independent
Analysis of Each Note Holder.   Each Note Holder acknowledges that, except for the representations made in Section
11, it has, independently and without reliance upon any other Note Holders and based on such documents and information as such
Note Holder has deemed appropriate, made its own credit analysis and decision to purchase its respective Note. Each Note Holder
hereby acknowledges that the other Note Holders shall have no responsibility for (i) the collectability of the Mortgage Loan,
(ii) the validity,


 






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enforceability
or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to
be furnished in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the
lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. Each
Note Holder assumes all risk of loss in connection with its respective Note for reasons other than gross negligence, willful misconduct
or breach of this Agreement by any other Note Holder or gross negligence, willful misconduct or bad faith by any Servicer.


 


Section
13.      No Creation
of a Partnership or Exclusive Purchase Right.   Nothing contained in this Agreement, and no action taken pursuant
hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association, joint
venture or other entity. No Note Holder shall have any obligation whatsoever to offer to the other Note 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 the other Note Holders the opportunity to purchase a participation interest in any future mortgage loans originated
by such Note Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Note Holder chooses,
in its sole and absolute discretion. Nor Note Holders shall have any obligation whatsoever to purchase from the other Note Holder
a participation interest in any future loans originated by such Note Holder or its Affiliates.


 


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


 


Section
15.     Sale of the
Notes.


 


(a)       Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise
dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender.
Promptly after the Transfer, each non-transferring Note Holder shall be provided with (x) a representation from a transferee or
the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer
in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in
Section 16 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the
parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof,
to an entity that is not a Qualified Institutional Lender, it must first obtain the consent of each non-transferring Note Holder
and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, a confirmation in writing from each
Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the
securities issued pursuant to the related Securitization. Notwithstanding the foregoing, without each non-transferring Note Holder’s
prior consent (which will not be


 






    39


     


    

 


unreasonably
withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, without a confirmation in
writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current
rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its
Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any
such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Note Holder
agrees that it shall pay the expenses of each non-transferring Note Holder (including all expenses of the Master Servicer, the
Special Servicer and the Trustee) and all expenses relating to the confirmation from the Rating Agencies in connection with any
such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of
the other Note Holder, the Rating Agencies or any other Person, to Transfer 49% or less (in the aggregate) of its beneficial interest
in a Note. None of the provisions of this Section 15(a) shall apply in the case of (1) a sale of Note A-1-A together with Note
A-1-B, Note A-2-A and Note A-2-B, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or
(2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement,
of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted 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.


 


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


 


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


 


(c)       Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than the
Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that is either a
Qualified


 






    40


     


    

 


Institutional
Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better
by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in this Section 15(c), it being
further agreed that a financing provided by a Note Pledgee to a Note Holder or any person which Controls such Note that is secured
by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided
that a Note Pledgee which is not a Qualified Institutional Lender may not take title to the pledged Note without a Rating Agency
Confirmation. Upon written notice by the applicable Note Holder to each other Note Holder and any Servicer that a Pledge has been
effected (including the name and address of the applicable Note Pledgee), each such other Note Holder agrees to acknowledge receipt
of such notice and thereafter agrees: (i) to give such Note Pledgee written notice of any default by the pledging Note Holder
in respect of its obligations under this Agreement of which default such Note Holder has actual knowledge; (ii) to allow such
Note Pledgee a period of ten (10) days to cure a default by the pledging Note Holder in respect of its obligations to such other
Note Holder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification,
waiver or termination of this Agreement shall be effective against such Note Pledgee without the written consent of such Note
Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Note Holder shall give
to such Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving of same to the pledging
Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall
reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to such other Note
Holder; and (vi) that, upon written notice (a “Redirection Notice”) to such other Note Holder and any Servicer
by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure periods, under the pledging Note
Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the pledging Note Holder and
such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder), and until such Redirection Notice
is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Note Holder or
Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant to this Agreement or the Lead
Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely releases each other Note Holder
and any Servicer from any liability to the pledging Note Holder on account of such other Note Holder’s or Servicer’s
compliance with any Redirection Notice believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee.
Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee
(and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement.
In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage
Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or similar sale held
by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to 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 15(c) shall remain effective as to any Note Holder (and any Servicer) unless and until
such Note Pledgee shall have notified any


 






    41


     


    

 


such
Note Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
16.      Registration
of the Notes and Each Note Holder. The Agent shall keep or cause to be kept at the Agent Office books (the “Note
Register”) for the registration and transfer of the Notes. The Agent shall serve as the initial note registrar and the
Agent hereby accepts such appointment. The names and addresses of the holders of the Notes and the names and addresses of any
transferee of any Note of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement
referred to in this Section 16, shall be registered in the Note Register. The Person in whose name a Note is so registered shall
be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement. Upon request of a Note Holder,
the Agent shall provide such party with the names and addresses of the other Note Holder. To the extent the Trustee or another
party is appointed as Agent hereunder, each Note Holder hereby designates such person as its agent under this Section 16 solely
for purposes of maintaining the Note Register.


 


In
connection with any Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall
execute an assignment and assumption agreement (unless the transferee is a Securitization Trust and the related pooling
and servicing agreement requires the parties thereto to comply with this Agreement), whereby such transferee


 






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assumes
all of the obligations of the applicable Note Holder hereunder with respect to such Note thereafter accruing and agrees to be
bound by the terms of this Agreement, including the applicable restriction on Transfers set forth in Section 15, from and after
the date of such assignment. No transfer of a Note may be made unless it is registered on the Note Register, and the Agent shall
not recognize any attempted or purported transfer of any Note in violation of the provisions of Section 15 and this Section 16.
Any such purported transfer shall be absolutely null and void and shall vest no rights in the purported transferee. Each Note
Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Agent and the other Note Holder against
any liability that may result if the transfer is not made in accordance with the provisions of this Agreement.


 


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


 


Section
18.       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


 






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


 


Section
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, the Certificate Administrator, the Master Servicer, the Special Servicer, any Non-Lead Master Servicer,
any Non-Lead Special Servicer and any 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 15 and Section 16, 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.


 






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


 


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


 


(c)       Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) represents (for the benefit of the
Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage
Loan Borrower is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise
pursuant to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary during the
term of this Agreement, each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall
deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization Note
Holder substantiating that such Note Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement.
Without limiting the effect of the foregoing, (i) if a Note Holder is created or organized under the laws of the United States,
any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the
Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if a Note Holder is not created or organized under
the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts
by the Mortgage Loan


 






    45


     


    

 


Borrower
is treated for United States income tax purposes as derived in whole or part from sources within the United States, such Note
Holder shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal
Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required
from time to time, duly executed by such Note Holder, as evidence of such Note Holder’s exemption from the withholding of
United States tax with respect thereto. The Lead Securitization Note Holder shall not be obligated to make any payment hereunder
with respect to any Non-Lead Securitization Note or otherwise until the related Non-Lead Securitization Note Holder shall have
furnished to the Lead Securitization Note Holder requested forms, certificates, statements or documents.


 


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


 


Section
27.       Cooperation
in Securitization.


 


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


 






    46


     


    

 


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


 


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


 


Section
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.


 


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


 






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forward
such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing
Agreement) and, when so delivered to the related Non-Lead Master Servicer and the related Non-Lead Special Servicer, the Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied
its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement.


 


Section
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 15 and Section 16;


 


(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 16;


 


(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.       Reserved.


 


Section
32.       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 termination or resignation of the Master Servicer, as Master


 






    48


     


    

 


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
33.       Resizing.
Notwithstanding any other provision of this Agreement, for any given Note, so long as such Note is not included in a Securitization
(such Note, for the purposes of this Section 33, the “Owned Note”), the Note Holder of such Owned Note shall
have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and
restated notes or additional notes (in either case, “New Notes”) reallocating the principal of such Owned Note
to such New Notes or severing such Owned Note into one or more further “component” notes in the aggregate principal
amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of
all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such
amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii)
all Notes pay pro rata and on a pari passu basis (including after a default and in connection with a condemnation
or prepayment) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv)
any such Note Holder or affiliate thereof holding the New Notes shall notify the other Note Holders, the Master Servicer, the
Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts.
Except for the foregoing reallocation or severance and for modifications pursuant to the Lead Securitization Servicing Agreement
(as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder
of the other Note. In connection with the foregoing (provided the conditions set forth in (i) through (iv) above are satisfied,
as certified by such Note Holder or affiliate thereof, on which certification the Master Servicer can rely), the Master Servicer
is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or
all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal (which may include
the amendment or addition of applicable defined terms to reflect the New Notes) or such severing of the Owned Note. If an Owned
Note is severed into “component” notes, such component notes shall each have the same rights as the related Owned
Note. For the avoidance of doubt, Rating Agency Confirmation shall not be required for any amendments to this Agreement required
to facilitate the terms of this Section 33.


 


[SIGNATURE
PAGE FOLLOWS]


 






    49


     


    

 


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


  


	 	WILMINGTON
TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF THE CD 2017-CD5 MORTGAGE TRUST COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2017-CD5, as Note A-1-A Holder






	 	 	 
	 	 	By:
Wells Fargo Bank, National Association, as Master Servicer








	 	 	 
	 	By:	/s/
                                         David Wegerek
	 	 	Name: David Wegerek
	 	 	Title: Vice President






 








	 	DEUTSCHE
                    BANK TRUST COMPANY AMERICAS, AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF THE CITIGROUP COMMERCIAL MORTGAGE
                    TRUST 2017-B1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-B1, as Note A-1-B Holder






	 	 	 
	 	 	By:
Wells Fargo Bank, National Association, as Master Servicer under the Lead Securitization Servicing Agreement








	 	 	 
	 	By:

	/s/
                                         David Wegerek






	 	 	Name: David Wegerek


	 	 	Title: Vice President








 





	 	CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., as Note A-2-A Holder






	 	 	 
	 	By:

	/s/
                                         Anthony Orso




	 	 	Name: Anthony Orso


	 	 	Title: CEO-CCRE








 


 CGCMT
2017-C4: AMENDED AND RESTATED IGT RENO CO-LENDER AGREEMENT 


 









    


     


    

 





 





	 	CANTOR
COMMERCIAL REAL ESTATE LENDING, L.P., as Note A-2-B Holder






	 	 	 
	 	By:

	/s/ Anthony Orso


	 	 	Name: Anthony Orso
	 	 	Title: CEO-CCRE



 


 CGCMT
2017-C4: AMENDED AND RESTATED IGT RENO CO-LENDER AGREEMENT 


 






    


     


    

 


EXHIBIT
A


 


MORTGAGE
LOAN SCHEDULE


 


Description
of Mortgage Loan


 


	Mortgage
    Loan Borrower:	AGNL
    Slots, L.L.C.
	Date
    of Mortgage Loan:	July
    3, 2017
	Original
    Principal Amount of Mortgage Loan:	$80,000,000
	Principal
    Amount of Mortgage Loan as of the date hereof:	$80,000,000
	Date
    of Note A-1-A	July
    20, 2017
	Date
    of Note A-1-B	July
    20, 2017
	Date
    of Note A-2-A	October
    31, 2017
	Date
    of Note A-2-B	October
    31, 2017
	Note
    A-1-A Principal Balance:	$30,000,000
	Note
    A-1-B Principal Balance	$10,000,000
	Note
    A-2-A Principal Balance:	$25,000,000
	Note
    A-2-B Principal Balance:	$15,000,000
	Location
    of Mortgaged Property:	Reno,
    Nevada
	Initial
    Maturity Date:	July
    6, 2027






 






    A-1


     


    

 


EXHIBIT
B


 


1.       Note
A-1-A Holder:


 


(i)      Depositor:


 


Citigroup
Commercial Mortgage Securities Inc.





390
Greenwich Street, 5th Floor





New
York, New York 10013





Attention:
Paul Vanderslice





Facsimile
number: (212) 723-8599


 


with
copies to:


 


Citigroup
Commercial Mortgage Securities Inc.





390
Greenwich Street, 7th Floor





New
York, New York 10013





Attention:
Richard Simpson





Facsimile
number: (646) 328-2943


 


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


 


and


 


Citigroup
Commercial Mortgage Securities Inc.





388
Greenwich Street, 17th Floor





New
York, New York 10013





Attention:
Ryan M. O’Connor





Facsimile
number: (646) 862-8988


 


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


 






    	B-1 



     

    

 


(ii)     Master
Servicer


 


Wells
Fargo Bank, National Association

Commercial
Mortgage Servicing

Three
Wells Fargo, MAC D1050-084

401
South Tryon Street, 8th Floor

Charlotte,
North Carolina 28202

Attention:
CD 2017-CD5 Asset Manager

fax
number: (704) 715-0036

Email:
Commercial.servicing@wellsfargo.com


 


with
a copy to


 


Wells
Fargo Bank, National Association

Legal Department

301 South College Street

TW-30, D1053-300

Charlotte, North Carolina 28202-6000

Attention: Commercial Mortgage Servicing Legal Support

fax number: (704) 383-3663


 


with
a copy to


 


K&L
Gates LLP

Hearst Tower

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

fax number: (704) 353-3190


 


(iii)    Special
Servicer:


 


Rialto
Capital Advisors, LLC

790
NW 107th Avenue, 4th Floor

Miami,
Florida 33172

Attention:
Liat Heller

Facsimile
number: (305) 229-6425

E-mail:
liat.heller@rialtocapital.com


 


with
copies to


 


Rialto
Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Jeff Krasnoff, Niral Shah and Adam Singer

Facsimile number: (305) 229-6425


 






    	B-2 



     

    

 




E-mail:
niral.shah@rialtocapital.com, adam.singer@rialtocapital.com and jeff.krasnoff@rialtocapital.com


 


(iv)    Certificate
Administrator:


 


Citibank,
N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Citibank Agency & Trust - CD 2017-CD5

fax number: (212) 816-5527


 


(v)     Trustee


 


Wilmington
Trust, National Association

1100
North Market Street

Wilmington,
Delaware 19890

Attention:
CMBS Trustee – CD 2017-CD5

fax
number (302) 636-4140

Email:
cmbstrustee@wilmingtontrust.com


 


(vi)   Asset
Representations Reviewer and Operating Advisor:


 





Park
Bridge Lender Services LLC





600
Third Avenue, 40th Floor





New
York, New York 10016





Attention:
CD 2017-CD5 -- Surveillance Manager


 


with
copies sent contemporaneously via email to:


 


cmbs.notices@parkbridgefinancial.com


 


2.       Note
A-1-B Holder:


 


(i)       Depositor:


 


Citigroup
Commercial Mortgage Securities Inc.





390
Greenwich Street, 5th Floor





New
York, New York 10013





Attention:
Paul Vanderslice





Facsimile
number: (212) 723-8599


 


with
copies to:


 


Citigroup
Commercial Mortgage Securities Inc.





390
Greenwich Street, 7th Floor





New
York, New York 10013





Attention:
Richard Simpson





Facsimile
number: (646) 328-2943


 






    	B-3 



     

    

 


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


 


and


 


Citigroup
Commercial Mortgage Securities Inc.





388
Greenwich Street, 17th Floor





New
York, New York 10013





Attention:
Ryan M. O’Connor





Facsimile
number: (646) 862-8988


 


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


 


(ii)     Master
Servicer


 


Wells
Fargo Bank, National Association

Commercial
Mortgage Servicing

Three
Wells Fargo, MAC D1050-084

401
South Tryon Street, 8th Floor

Charlotte,
North Carolina 28202

Attention:
CGCMT 2017-B1 Asset Manager

fax
number: (704) 715-0036

Email:
Commercial.servicing@wellsfargo.com


 


with
a copy to


 


Wells
Fargo Bank, National Association

Legal Department

301 South College Street

TW-30, D1053-300

Charlotte, North Carolina 28202-6000

Attention: Commercial Mortgage Servicing Legal Support

fax number: (704) 383-3663


 


with
a copy to


 


K&L
Gates LLP

Hearst Tower

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

fax number: (704) 353-3190


 


(iii)    Special
Servicer:


 


LNR
Partners, LLC

1601 Washington Avenue, Suite 700


 






    	B-4 



     

    

 




Miami
Beach, Florida 33139

Attention:
Thomas F. Nealon III, Esq., Andrew J. Sossen and Job Warshaw

Facsimile
number: (305) 695-5601

E-mail:
tnealon@lnrproperty.com, asossen@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


 


(iv)    Certificate
Administrator:


 


Citibank,
N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Citibank Agency & Trust - CGCMT 2017-B1

fax number: (212) 816-5527


 


(v)     Trustee


 


Deutsche
Bank Trust Company Americas

1761
East St. Andrew Place

Santa
Ana, California, 92705-4934

Attention:
Trust Administration – CI17B1

fax
number (714) 247-6022

Email:
dbsec.notifications@db.com


 


(vi)    Asset
Representations Reviewer and Operating Advisor:


 


Trimont
Real Estate Advisors, LLC

One
Alliance Center

3500
Lenox Road, Suite G1

Atlanta,
Georgia 30326

Attention:
Operating Advisor

Facsimile
No.: (404) 420-5610

Email:
operatingadvisor@trimontrea.com


 


3.       Note
A-2-A Holder:


 


Cantor
Commercial Real Estate Lending, L.P.  





110
East 59th Street

New York, New York, 10022

Attention: Legal Department

facsimile no. (212) 610-3623, email: legal@ccre.com


 


4.       Note
A-2-B Holder:


 


Cantor
Commercial Real Estate Lending, L.P.  


 






    	B-5 



     

    

 


110
East 59th Street

New York, New York, 10022

Attention: Legal Department

facsimile no. (212) 610-3623, email: legal@ccre.com


 






    	B-6 



     

    

 


EXHIBIT
C


 


PERMITTED
FUND MANAGERS


 


		1.	Westbrook
                                         Partners






		2.	DLJ
                                         Real Estate Capital Partners






		3.	iStar
                                         Financial Inc.






		4.	Capital
                                         Trust, Inc.






		5.	Lend-Lease
                                         Real Estate Investments






		6.	Archon
                                         Capital, L.P.






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






		8.	The
                                         Blackstone Group International Ltd.






		9.	Apollo
                                         Real Estate Advisors






		10.	Colony
                                         Capital, Inc.






		11.	Praedium
                                         Group






		12.	J.E.
                                         Robert Companies






		13.	Fortress
                                         Investment Group LLC






		14.	Lonestar
                                         Opportunity Fund






		15.	Clarion
                                         Partners






		16.	Walton
                                         Street Capital, LLC






		17.	Starwood
                                         Financial Trust






		18.	BlackRock,
                                         Inc.






		19.	Rialto
                                         Capital Management, LLC






		20.	Rialto
                                         Capital Advisors, LLC






21.
  Raith Capital Partners, LLC





		22.	Eightfold
                                         Real Estate Capital, L.P.






		23.	Perella
                                         Weinberg Partners






		24.	Square
                                         Mile Capital Management LLC






		25.	KKR
                                         Real Estate Manager Finance LLC



 






    C-1