Exhibit 4.16


 





EXECUTION
VERSION





	 



 





Mall
of Louisiana


 


CO-LENDER
AGREEMENT


 


Dated
as of September 5, 2017


 


between


 


BANK
OF AMERICA, N.A.

(Note A-1 Holder and Note A-2 Holder)


 


and


 


CITI
REAL ESTATE FUNDING INC.

(Note A-3-1 Holder, Note A-3-2 Holder and Note A-4 Holder)


 


and


 


BARCLAYS
BANK PLC

(Note A-5-1 Holder, Note A-5-2 Holder, Note A-6 Holder and Note A-7 Holder)


	 


 




     


     


    

 


TABLE
OF CONTENTS


 





	 	 	Page
	 	 	 
	1.	Definitions; Conflicts	2
	2.	Servicing of the Mortgage Loan	21
	3.	Priority of Notes	23
	4.	Workout	24
	5.	Accounts; Payment Procedure	24
	6.	Limitation on Liability	25
	7.	Representations of the Holders	25
	8.	Independent Analyses of each Holder	26
	9.	No Creation of a Partnership or Exclusive Purchase
Right	26
	10.	Not a Security	27
	11.	Other Business Activities of the Holders	27
	12.	Transfer of Notes	27
	13.	Exercise of Remedies by the Servicer	29
	14.	Rights of the Directing Holder	31
	15.	Appointment of Special Servicer	33
	16.	Rights of the Non-Directing Holder	33
	17.	Advances; Reimbursement of Advances	34
	18.	Provisions Relating to Securitization	35
	19.	Governing Law; Waiver of Jury Trial	44
	20.	Modifications	44
	21.	Successors and Assigns; Third Party Beneficiaries	44
	22.	Counterparts	44
	23.	Captions	44
	24.	Notices	45
	25.	Custody of Mortgage Loan Documents/Mortgagee
    of Record	45




  






    -i- 


     


    

 


THIS
CO-LENDER AGREEMENT (the “Agreement”), dated as of September 5, 2017, is between BANK OF AMERICA, N.A.,
a national banking association (“BANA”), having an address at 214 North Tryon Street, Charlotte, North Carolina
28255, as Note A-1 Holder and Note A-2 Holder, CITI REAL ESTATE FUNDING INC., a New York corporation (“Citi”),
having an address at 390 Greenwich Street, New York, New York, as Note A-3-1 Holder, Note A-3-2 Holder and Note A-4 Holder, and
BARCLAYS BANK PLC, a public limited company registered in England and Wales (“Barclays”), having an
address at 745 Seventh Avenue, New York, New York 10019, as Note A-5-1 Holder, Note A-5-2 Holder, Note A-6 Holder and Note A-7
Holder.


 


W I T N E S S E T H:


 


WHEREAS,
BANA, Citi and Barclays have made a mortgage loan in the original principal amount of $325,000,000 (the “Mortgage Loan”)
to Mall of Louisiana, LLC and Mall of Louisiana Land, LLC, each a Delaware limited liability company (the “Borrower”),
pursuant to a loan agreement between the Borrower, as borrower, and BANA, Citi and Barclays, as lenders, dated as of July 26,
2017, as modified by the note and loan agreement modification agreement between such parties dated as of September 1, 2017, (the
“Loan Agreement”);


 


WHEREAS,
the Mortgage Loan is evidenced by nine promissory notes, Promissory Note A-1 in the original principal amount of $65,000,000,
Promissory Note A-2 in the original principal amount of $44,000,000, Promissory Note A-3-1 in the original principal amount of
$30,000,000, Promissory Note A-3-2 in the original principal amount of $28,000,000, Promissory Note A-4 in the original principal
amount of $50,000,000, Promissory Note A-5-1 in the original principal amount of $41,000,000, Promissory Note A-5-2 in the original
principal amount of $17,000,000, Promissory Note A-6 in the original principal amount of $25,000,000 and Promissory Note A-7 in
the original principal amount of $25,000,000 (“Note A-1”, “Note A-2”, “Note A-3-1”,
“Note A-3-2”, “Note A-4”, “Note A-5-1”, “Note A-5-2”,
“Note A-6” and “Note A-7”, respectively; individually, each a “Note”
and collectively, the “Notes”);


 


WHEREAS,
the Mortgage Loan is secured by a first mortgage lien (the “Mortgage”) on the real property known as Mall of
Louisiana, located in Baton Rouge, Louisiana (the “Mortgaged Property”);


 


WHEREAS,
each Initial Note Holder intends, but is not bound, to sell transfer and assign all or a portion of its right, title and interest
in and to its respective Note to one or more depositors who will in turn transfer the same to one or more trusts as part of the
securitization of one or more mortgage loans;


 


WHEREAS,
the parties hereto desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns,
shall hold Note A-1, Note A-2, Note A-3-1, Note A-3-2, Note A-4, Note A-5-1, Note A-5-2, Note A-6 and Note A-7, respectively;


 






     


     


    

 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto mutually agree as follows:


 


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


 


“Accelerated
Mezzanine Loan” shall mean any mezzanine loan (secured by a pledge of the direct (or indirect) equity interests in the
Mortgagor) related to the Mortgage Loan if such mezzanine loan either (i) has been accelerated, or (ii) is the subject of foreclosure
proceedings against the related collateral for such mezzanine loan.


 


“Acceptable
Insurance Default” shall have the meaning assigned to such term or analogous term in the Servicing Agreement.


 


“Advance”
shall mean any P&I Advance or Property Advance made with respect to any of the Notes, the Mortgage Loan or the Mortgaged Property
pursuant to the Note A-1 PSA, the Note A-2 PSA, the Note A-3-1 PSA, the Note A-3-2 PSA, the Note A-4 PSA, the Note A-5-1 PSA,
the Note A-5-2 PSA, the Note A-6 PSA or the Note A-7 PSA.


 


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


 


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


 


“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.


 






    -2- 


     


    

 


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


 


“Barclays”
shall have the meaning assigned to such term in the introductory paragraph of this Agreement.


 


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


 


“Borrower
Party” shall mean (i) prior to the occurrence of the Lead Securitization, either (a) the Borrower, the Mortgagor or
the manager of the Mortgaged Property or any Affiliate of any of the foregoing or (b) a holder or beneficial owner of any Accelerated
Mezzanine Loan or any Affiliate of any of the foregoing, and (ii) following the occurrence of the Lead Securitization, shall have
the meaning assigned to the term “Borrower Restricted Party” or “Borrower Party”, as applicable, in the
Lead Securitization Servicing Agreement.


 


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


 


“CLO
Asset Manager” shall mean, with respect to any Securitization Vehicle that is a CLO, the entity that is responsible
for managing or administering the underlying assets of such Securitization Vehicle or, if applicable, the assets of any Intervening
Trust Vehicle (including, without limitation, the right to exercise any consent and control rights available to the Directing
Holder).


 


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


 


“Certificate
Administrator Fees” shall have the meaning given to such term or an analogous term in the Note A-1 PSA, the Note A-2
PSA, the Note A-3-1 PSA, the Note A-3-2 PSA, the Note A-4 PSA, the Note A-5-1 PSA, the Note A-5-2 PSA, the Note A-6 PSA or the
Note A-7 PSA.


 


“Certificates”
shall mean any securities issued in connection with the Note A-1 Securitization, the Note A-2 Securitization, the Note A-3-1 Securitization,
the Note A-3-2 Securitization, the Note A-4 Securitization, the Note A-5-1 Securitization, the Note A-5-2 Securitization, the
Note A-6 Securitization or the Note A-7 Securitization.


 


“Citi”
shall have the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“CLO”
shall have the meaning assigned to such term in the definition of Qualified Transferee.


 


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


 






    -3- 


     


    

 


“Collection
Account” shall mean the “collection account” or sub-account thereof, established under the Servicing Agreement
for the purpose of servicing the Mortgage Loan.


 


“Commission”
shall have the meaning assigned to such term in Section 18(b)(x).


 


“Control”
shall mean the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership
interests of an entity and the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise (“controlled by,”
“controlling” and “under common control with” shall have the respective correlative meaning thereto).


 


“Custodian”
shall mean the custodian under the Lead Securitization Servicing Agreement.


 


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


 


“Defaulted
Mortgage Loan” shall mean the Mortgage Loan in the event that the Mortgage Loan is delinquent at least 60 days in respect
of its Monthly Payments or more than 60 days in respect of its balloon payment, in either case to be determined without giving
effect to any grace period permitted by the Mortgage Loan Documents and without regard to any acceleration of payments under the
Mortgage Loan Documents.


 


“Depositor”
shall mean (i) with respect to the Note A-1 Securitization, the depositor under the Note A-1 PSA, (ii) with respect to the Note
A-2 Securitization, the depositor under the Note A-2 PSA, (iii) with respect to the Note A-3-1 Securitization, the depositor under
the Note A-3-1 PSA, (iv) with respect to the Note A-3-2 Securitization, the depositor under the Note A-3-2 PSA, (v) with respect
to the Note A-4 Securitization, the depositor under the Note A-4 PSA, (vi) with respect to the Note A-5-1 Securitization, the
depositor under the Note A-5-1 PSA, (vii) with respect to the Note A-5-2 Securitization, the depositor under the Note A-5-2 PSA,
(viii) with respect to the Note A-6 Securitization, the depositor under the Note A-6 PSA, and (ix) with respect to the Note A-7
Securitization, the depositor under the Note A-7 PSA.


 


“Directing
Holder” shall mean the Holder of Note A-1 or, if Note A-1 is included in a Securitization, the holders of Certificates
issued in connection with such Securitization representing the specified interest in the class of Certificates designated as the
“Controlling Class” or the duly appointed representative of the holders of such Certificates or such other party that
the Note A-1 Holder grants the right to exercise the rights granted to the Directing Holder in this Agreement; provided,
that no Borrower Party shall be entitled to act as Directing Holder.


 


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


 






    -4- 


     


    

 


“Excluded
Amounts” shall mean:


 


(i)          proceeds,
awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Borrower in accordance
with the terms of the Mortgage Loan Documents;


 


(ii)         amounts
required to be deposited in reserve or escrow pursuant to the Mortgage Loan Documents; and


 


(iii)        amounts
that are then due and payable pursuant to the Servicing Agreement to the parties to the Servicing Agreement, including, without
limitation, Servicing Fees, Special Servicing Fees, if applicable, reimbursement of costs and expenses, reimbursement of Property
Advances and interest thereon at the Reimbursement Rate;


 


provided,
however, that Excluded Amounts shall not include (A) any amounts received in respect of any P&I Advances (and interest thereon),
(B) any Servicing Fees due to the Master Servicer in excess of the Servicing Fee calculated at the “primary servicing fee
rate” set forth in the Servicing Agreement and (C) any Trustee Fees, Certificate Administrator Fees or Operating Advisor
Fees.


 


“First
Securitization” shall mean the earliest to occur of any Securitization; provided that, prior to the Securitization
of Note A-1, if two or more Notes other than Note A-1 have the same Securitization Date but are included in different Securitizations,
then the Securitization including the Note(s) with the larger (aggregate) Note Principal Balance shall be the First Securitization;
and provided, further, that if Note A-1 and any other Note are included in different Securitizations that have the
same Securitization Date, the Securitization that includes Note A-1 shall be the First Securitization.


 


“First
Securitization Date” shall mean the Securitization Date for the First Securitization.


 


“First
Securitization Note” shall mean the Note(s) securitized in the First Securitization.


 


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


 


“Hazardous
Materials” shall mean any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without
limitation, those so identified pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C.
§ 9601 et seq., or any other environmental laws now existing, and specifically including, without limitation, asbestos
and asbestos-containing materials, polychlorinated biphenyls (“PCBs”), radon gas, petroleum and petroleum products,
urea formaldehyde and any substances classified as being “in inventory,” “usable work in process” or similar
classification which would, if classified as unusable, be included in the foregoing definition.


 






    -5- 


     


    

 


“Holder”
shall mean each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder, the Note A-4 Holder,
the Note A-5-1 Holder, the Note A-5-2 Holder, the Note A-6 Holder and the Note A-7 Holder.


 


“Indemnified
Items” shall have the meaning assigned to such term in Section 18(c)(ii).


 


“Indemnified
Parties” shall have the meaning assigned to such term in Section 18(c)(i).


 


“Initial
Note A-1 Holder” shall mean BANA or any Affiliate of BANA.


 


“Initial
Note A-2 Holder” shall mean BANA or any Affiliate of BANA.


 


“Initial
Note A-3-1 Holder” shall mean Citi or any Affiliate of Citi.


 


“Initial
Note A-3-2 Holder” shall mean Citi or any Affiliate of Citi.


 


“Initial
Note A-4 Holder” shall mean Citi or any Affiliate of Citi.


 


“Initial
Note A-5-1 Holder” shall mean Barclays or any Affiliate of Barclays.


 


“Initial
Note A-5-2 Holder” shall mean Barclays or any Affiliate of Barclays.


 


“Initial
Note A-6 Holder” shall mean Barclays or any Affiliate of Barclays.


 


“Initial
Note A-7 Holder” shall mean Barclays or any Affiliate of Barclays.


 


“Initial
Note Holder” shall mean each of the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3-1 Holder,
the Initial Note A-3-2 Holder, the Initial Note A-4 Holder, the Initial Note A-5-1 Holder, the Initial Note A-5-2 Holder, the
Initial Note A-6 Holder and the Initial Note A-7 Holder.


 


“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, the Trustee, any Non-Lead Trustee, any Borrower, any manager of any Mortgaged Property,
any independent contractor engaged by any of the foregoing parties, the Lead Note Holder, the Directing Holder, any Non-Lead Note
Holder, any Non-Directing Holder, any holder of a related mezzanine loan, or any known Affiliate of any such party described above.


 


“Intervening
Trust Vehicle” shall mean, with respect to any Securitization Vehicle that is a CLO, a trust vehicle or entity which
holds Note A-1, Note A-2, Note A-3-1, Note A-3-2, Note A-4, Note A-5-1, Note A-5-2, Note A-6 or Note A-7 as collateral securing
(in whole or in part) any obligation or security held by such Securitization Vehicle as collateral for the CLO.


 






    -6- 


     


    

 


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


 


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


 


“Lead
Note” shall mean Note A-1; provided, that if the First Securitization does not include Note A-1, then (i) for
the period from the First Securitization Date until the Securitization Date for Note A-1, the First Securitization Note shall
be the Lead Note, and (ii) on and after the Securitization Date for Note A-1, Note A-1 shall be the Lead Note.


 


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


 


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


 


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


 


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


 


“Lead
Securitization Servicing Agreement” shall mean the PSA executed and delivered in connection with the Lead Securitization.


 


“Lead
Servicer” shall mean the servicer and/or special servicer designated under the Lead Securitization Servicing Agreement.


 


“Liquidation
Proceeds” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


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


 


“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
Decision” shall have the meaning given to such term or any analogous term in the Lead Securitization Servicing Agreement;
provided that, at any time that no Note is included in a Securitization, “Major Decision” shall mean, any of the following,


 


(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 as come into and continue in default;


 


(ii)         any
modification, consent to a modification or waiver of a monetary term or material non-monetary term (including, without limitation,
the timing of payments and


 



    -7- 


     


    

 


acceptance
of discounted payoffs but excluding Penalty Charges) of the Mortgage Loan or any extension of the Maturity Date of the Mortgage
Loan;


 


(iii)        any
sale of the Defaulted Mortgage Loan or REO Property (other than in connection with the termination of the Lead Securitization
Trust) for less than the applicable Repurchase Price (as defined in the Servicing Agreement);


 


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


 


(vi)        any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or any consent
to such waiver or consent to a transfer of the Mortgaged Property or interests in the Borrower or consent to the incurrence of
additional debt, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under
the Loan Agreement;


 


(vii)       any
property management company changes (with respect to the Mortgage Loan (i) with an unpaid principal balance greater than $2,500,000
or (ii) where the successor property manager is affiliated with the Borrower) or franchise changes with respect to the Mortgage
Loan for which the lender is required to consent or approve under the Mortgage Loan Documents;


 


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


 


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


 


(x)         any
determination of an Acceptable Insurance Default;


 


(xi)        the
determination of the Special Servicer to transfer the Mortgage Loan to special servicing due to an imminent default;


 


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


 






    -8- 


     


    

 


(xiii)      any
modification, waiver or amendment of an intercreditor agreement, co-lender agreement, participation agreement or similar agreement
with any mezzanine lender, holder of a Note or other subordinate debt holder related to the Mortgage Loan, or an action to enforce
rights with respect thereto, in each case, in a manner that materially and adversely affects the holders of the Lead Note.


 


“Master
Servicer” shall mean the master servicer under the Servicing Agreement and any successor thereunder.


 


“Maturity
Date” shall have the meaning assigned to such term in Exhibit A.


 


“Monthly
Payment” with respect to any period shall mean all amounts due and payable to any Holder or Holders during such period
in accordance with the Mortgage Loan Documents.


 


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


 


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


 


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


 


“Mortgage
Interest Rate” shall mean the Mortgage Interest Rate set forth in the Mortgage Loan Schedule with respect to each of
Note A-1, Note A-2, Note A-3-1, Note A-3-2, Note A-4, Note A-5-1, Note A-5-2, Note A-6 and Note A-7.


 


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


 


“Mortgage
Loan Documents” shall mean the Mortgage, the Loan Agreement, the Notes, and all other documents evidencing or securing
the Mortgage Loan.


 


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


 


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


 


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


 


“Non-Directing
Holder” shall mean the Holder of more than a fifty percent (50%) percentage interest of a Non-Lead Note, and if a Non-Lead
Note has been included in a Securitization, the holders of Certificates representing the specified interest in the class of Certificates
designated as the “controlling class” or the duly appointed representative of the holders of such Certificates or
such other party otherwise entitled under the applicable Non-Lead


 



    -9- 


     


    

 


Securitization
Servicing Agreement to exercise the rights granted to a Non-Directing Holder in this Agreement. If a Non-Lead Note is not in a
Securitization, the Non-Directing Holder with respect to such Non-Lead Note will be the then-current Holder of such Non-Lead Note.


 


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


 


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


 


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


 


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


 


“Non-Lead
Note” shall mean a Note that is not the Lead Note.


 


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


 


“Non-Lead
Securitization” shall mean any Securitization that is not the Lead Securitization.


 


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


 


“Non-Lead
Securitization Servicing Agreement” shall mean a PSA that is not the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


“Nonrecoverable
Advance” shall have the meaning ascribed to such term in the Servicing Agreement.


 


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


 


“Note
A-1 Holder” shall mean BANA or any subsequent holder of Note A-1.


 






    -10- 


     


    

 


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


 


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


 


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


 


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


 


“Note
A-1 Trust Fund” shall mean the trust formed pursuant to the Note A-1 PSA.


 


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


 


“Note
A-2 Holder” shall mean BANA or any subsequent holder of Note A-2.


 


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


 


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


 


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


 


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


 


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


 


“Note
A-3-1” shall have the meaning assigned such term in the recitals.


 


“Note
A-3-1 Holder” shall mean Citi or any subsequent holder of Note A-3-1.


 


“Note
A-3-1 Principal Balance” shall mean at any time of determination, the initial Note A-3-1 Principal Balance as set forth
in the Mortgage Loan Schedule less any


 



    -11- 


     


    

 


payments
of principal thereon received by the Note A-3-1 Holder and any reductions in such amount pursuant to Section 4.


 


“Note
A-3-1 PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-3-1
Securitization.


 


“Note
A-3-1 Securitization” shall mean the first sale by the Note A-3-1 Holder of all or any portion of Note A-3-1 to a depositor
who will in turn include all or such portion (as applicable) of Note A-3-1 as part of the securitization of one or more mortgage
loans.


 


“Note
A-3-1 Securitization Date” shall mean the closing date of the Note A-3-1 Securitization.


 


“Note
A-3-1 Trust Fund” shall mean the trust formed pursuant to the Note A-3-1 PSA.


 


“Note
A-3-2” shall have the meaning assigned such term in the recitals.


 


“Note
A-3-2 Holder” shall mean Citi or any subsequent holder of Note A-3-2.


 


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


 


“Note
A-3-2 PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-3-2
Securitization.


 


“Note
A-3-2 Securitization” shall mean the first sale by the Note A-3-2 Holder of all or any portion of Note A-3-2 to a depositor
who will in turn include all or such portion (as applicable) of Note A-3-2 as part of the securitization of one or more mortgage
loans.


 


“Note
A-3-2 Securitization Date” shall mean the closing date of the Note A-3-2 Securitization.


 


“Note
A-3-2 Trust Fund” shall mean the trust formed pursuant to the Note A-3-2 PSA.


 


“Note
A-4” shall have the meaning assigned such term in the recitals.


 


“Note
A-4 Holder” shall mean Citi or any subsequent holder of Note A-4.


 


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


 






    -12- 


     


    

 


“Note
A-4 PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-4 Securitization.


 


“Note
A-4 Securitization” shall mean the first sale by the Note A-4 Holder of all or a portion of Note A-4 to a depositor
who will in turn include all or such portion of Note A-4 (as applicable) as part of the securitization of one or more mortgage
loans.


 


“Note
A-4 Securitization Date” shall mean the closing date of the Note A-4 Securitization.


 


“Note
A-4 Trust Fund” shall mean the trust formed pursuant to the Note A-4 PSA.


 


“Note
A-5-1” shall have the meaning assigned such term in the recitals.


 


“Note
A-5-1 Holder” shall mean Barclays or any subsequent holder of Note A-5-1.


 


“Note
A-5-1 Principal Balance” shall mean at any time of determination, the initial Note A-5-1 Principal Balance as set forth
in the Mortgage Loan Schedule less any payments of principal thereon received by the Note A-5-1 Holder and any reductions in such
amount pursuant to Section 4.


 


“Note
A-5-1 PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-5-1
Securitization.


 


“Note
A-5-1 Securitization” shall mean the first sale by the Note A-5-1 Holder of all or any portion of Note A-5-1 to a depositor
who will in turn include all or such portion (as applicable) of Note A-5-1 as part of the securitization of one or more mortgage
loans.


 


“Note
A-5-1 Securitization Date” shall mean the closing date of the Note A-5-1 Securitization.


 


“Note
A-5-1 Trust Fund” shall mean the trust formed pursuant to the Note A-5-1 PSA.


 


“Note
A-5-2” shall have the meaning assigned such term in the recitals.


 


“Note
A-5-2 Holder” shall mean Barclays or any subsequent holder of Note A-5-2.


 


“Note
A-5-2 Principal Balance” shall mean at any time of determination, the initial Note A-5-2 Principal Balance as set forth
in the Mortgage Loan Schedule less any payments of principal thereon received by the Note A-5-2 Holder and any reductions in such
amount pursuant to Section 4.


 






    -13- 


     


    

 


“Note
A-5-2 PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-5-2
Securitization.


 


“Note
A-5-2 Securitization” shall mean the first sale by the Note A-5-2 Holder of all or any portion of Note A-5-2 to a depositor
who will in turn include all or such portion (as applicable) of Note A-5-2 as part of the securitization of one or more mortgage
loans.


 


“Note
A-5-2 Securitization Date” shall mean the closing date of the Note A-5-2 Securitization.


 


“Note
A-5-2 Trust Fund” shall mean the trust formed pursuant to the Note A-5-2 PSA.


 


“Note
A-6” shall have the meaning assigned such term in the recitals.


 


“Note
A-6 Holder” shall mean Barclays or any subsequent holder of Note A-6.


 


“Note
A-6 Principal Balance” shall mean at any time of determination, the initial Note A-6 Principal Balance as set forth
in the Mortgage Loan Schedule less any payments of principal thereon received by the Note A-6 Holder and any reductions in such
amount pursuant to Section 4.


 


“Note
A-6 PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-6 Securitization.


 


“Note
A-6 Securitization” shall mean the first sale by the Note A-6 Holder of all or any portion of Note A-6 to a depositor
who will in turn include all or such portion (as applicable) of Note A-6 as part of the securitization of one or more mortgage
loans.


 


“Note
A-6 Securitization Date” shall mean the closing date of the Note A-6 Securitization.


 


“Note
A-6 Trust Fund” shall mean the trust formed pursuant to the Note A-6 PSA.


 


“Note
A-7” shall have the meaning assigned such term in the recitals.


 


“Note
A-7 Holder” shall mean Barclays or any subsequent holder of Note A-7.


 


“Note
A-7 Principal Balance” shall mean at any time of determination, the initial Note A-7 Principal Balance as set forth
in the Mortgage Loan Schedule less any payments of principal thereon received by the Note A-7 Holder and any reductions in such
amount pursuant to Section 4.


 


“Note
A-7 PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-7 Securitization.


 






    -14- 


     


    

 


“Note
A-7 Securitization” shall mean the first sale by the Note A-7 Holder of all or any portion of Note A-7 to a depositor
who will in turn include all or such portion (as applicable) of Note A-7 as part of the securitization of one or more mortgage
loans.


 


“Note
A-7 Securitization Date” shall mean the closing date of the Note A-7 Securitization.


 


“Note
A-7 Trust Fund” shall mean the trust formed pursuant to the Note A-7 PSA.


 


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


 


“Operating
Advisor” shall mean each operating advisor under the Lead Securitization Servicing Agreement.


 


“Operating
Advisor Fees” shall have the meaning given to such term or an analogous term in each of the Note A-1 PSA, the Note A-2
PSA, the Note A-3-1 PSA, the Note A-3-2 PSA, the Note A-4 PSA, the Note A-5-1 PSA, the Note A-5-2 PSA, the Note A-6 PSA and the
Note A-7 PSA.


 


“P&I
Advance” shall mean an advance made by a party to the Note A-1 PSA, the Note A-2 PSA, the Note A-3-1 PSA, the Note A-3-2
PSA, the Note A-4 PSA, the Note A-5-1 PSA, the Note A-5-2 PSA, the Note A-6 PSA or the Note A-7 PSA, as applicable, with respect
to a delinquent monthly debt service payment on the Notes included in the related Securitization.


 


“Penalty
Charges” shall mean any amounts collected from the Borrower or with respect to the Mortgage Loan or the Mortgaged Property
that represent default charges, penalty charges, late fees and/or default interest, but excluding any yield maintenance charge
or prepayment premium.


 


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


 


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


 


“Property
Advance” shall mean an advance made in respect of property protection expenses or expenses incurred to protect, preserve
and enforce the security for the Mortgage Loan or to pay taxes and assessments or insurance premiums with respect to the Mortgaged
Property.


 






    -15- 


     


    

 


“Pro
Rata and Pari Passu Basis” shall mean with respect to the Notes and each Holder, (i) for purposes of allocating payments
of interest among the Notes, each Note or Holder, as the case may be, is allocated its respective pro rata share based
on the interest accrued on such Note at the respective Mortgage Interest Rate of such Note based on the outstanding principal
balance of such Note and (ii) for all other purposes, the allocation of any particular payment, collection, cost, expense, liability
or other amount between such Notes or such Holders, as the case may be, without any priority of any such Note or any such Holder
over another Note or Holder, as the case may be, and in any event such that each Note or Holder, as the case may be, is allocated
its respective pro rata share based on the outstanding principal balance of its Note in relation to the outstanding principal
balance of the entire Mortgage Loan of such particular payment, collection, cost, expense, liability or other amount.


 


“PSA”
shall mean each of the Note A-1 PSA, the Note A-2 PSA, the Note A-3-1 PSA, the Note A-3-2 PSA, the Note A-4 PSA, the Note A-5-1
PSA, the Note A-5-2 PSA, the Note A-6 PSA and the Note A-7 PSA.


 


“Qualified
Servicer” shall mean (i) Wells Fargo Bank, National Association, (ii) Midland Loan Services, a Division of PNC Bank,
National Association, (iii) KeyBank National Association or (iv) any nationally recognized commercial mortgage loan servicer (1)
rated at least “CSS3,” in the case of a special servicer, or at least “CMS2,” in the case of a master
servicer, by Fitch, (2) on the S&P Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial
Mortgage Special Servicer, as applicable, (3) as to which neither Moody’s nor KBRA has cited servicing concerns of such
servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal) of securities in any CMBS transaction rated by Moody’s
or KBRA, as applicable, and serviced by such servicer prior to the time of determination, (4) that (i) during the 12-month period
prior to the date of determination, acted as master servicer or special servicer, as applicable, in a commercial mortgage loan
securitization rated by Morningstar and (ii) Morningstar has not qualified, downgraded or withdrawn the then-current rating or
ratings of one or more classes of such certificates citing servicing concerns with the servicer or special servicer, as applicable,
as the sole or material factor in such rating action and (5) that is then currently acting as servicer in a CMBS transaction rated
by DBRS and as to which DBRS has not cited servicing concerns of such servicer as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or
withdrawal) of any securities issued in such transaction that are rated by DBRS. For purposes of this definition, for so long
as any Note is included in a Securitization, the ratings or actions of any Rating Agency that is not rating such Securitization(s)
shall not be considered.


 


“Qualified
Transferee” shall mean an Affiliate of BANA, Citi or Barclays, or one or more of the following (other than any Borrower
Party):


 


(i)          an
insurance company, bank, savings and loan association, investment bank, trust company, commercial credit corporation, pension
plan,


 



    -16- 


     


    

 


pension
fund, pension fund advisory firm, mutual fund, real estate investment trust or 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, which regularly engages in the business of making or owning investments of types similar
to the Mortgage Loan; or


 


(iii)        an
institution substantially similar to any of the foregoing entities described in clauses (i) or (ii) above; or


 


(iv)        any
entity Controlled by or under common Control or Controlling any of the entities described in clauses (i), (ii) or (iii) above;
or


 


(v)         a
Qualified Trustee (or, in the case of a CLO, a single purpose bankruptcy-remote entity that contemporaneously pledges its interest
in a Note to a Qualified Trustee) in connection with (A) a securitization of, (B) the creation of collateralized loan (or debt)
obligations (“CLO”) secured by, or (C) a financing through an “owner trust” of, any interest in
a Note (any of the foregoing, a “Securitization Vehicle”), provided that either (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 engaged to assign ratings to classes of securities issued in connection with the applicable Securitization of the applicable
Note; (2) in the case of a Securitization Vehicle that is not a CLO, the special servicer for the Securitization Vehicle is a
Qualified Servicer at the time of transfer; or (3) in the case of a Securitization Vehicle that is a CLO, the CLO Asset Manager
and, if applicable, each Intervening Trust Vehicle that is not administered and managed by a CLO Asset Manager that is a Qualified
Transferee, is a Qualified Transferee under clause (i), (ii), (iii) or (iv) of this definition; or


 


(vi)        an
investment fund, limited liability company, limited partnership or general partnership in which a Permitted Fund Manager acts
as the general partner, managing member, or the fund manager responsible for the day to day management and operation of such investment
vehicle, provided that greater than fifty percent (50%) of the equity interests in such investment vehicle are owned, directly
or indirectly, by one or more entities that are otherwise Qualified Transferees;


 


which,
in the case of each of clauses (i), (ii), and (iii) of this definition, has at least $650,000,000 in total assets (in name or
under management) and (except with respect to a pension advisory firm or similar fiduciary) at least $250,000,000 in capital/statutory
surplus or shareholders’ equity, and is regularly engaged in the business of making or owning commercial real estate loans
or commercial loans similar to the Mortgage Loan.


 






    -17- 


     


    

 


“Qualified
Trustee” shall mean (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 $100,000,000 and subject to supervision
or examination by federal or state authority or (ii) an institution whose long-term senior unsecured debt is then rated in one
of the top three rating categories of each of the 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 Holder to rate the securities issued in connection with the
Securitization of the related Note; provided, however, that, unless specified otherwise, at any time during which
any Note is an asset of a Securitization, “Rating Agencies” or “Rating Agency” shall mean
only those rating agencies that are engaged by the applicable Depositor from time to time to rate the securities issued in connection
with such Securitization.


 


“Rating
Agency Confirmation” shall mean each of the applicable Rating Agencies shall have confirmed in writing that the occurrence
of the event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or
withdrawal of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In
the event that no Certificates are outstanding, any action that would otherwise require a Rating Agency Confirmation shall require
the consent of the Directing Holder (unless it is a Borrower Party), which consent shall not be unreasonably withheld, conditioned
or delayed.


 


For
the purposes of this Agreement, if any Rating Agency (1) waives, declines or refuses, in writing, 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, or (2) does not reply
to such request or responds in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the
requirement for Rating Agency Confirmation and the related timing, notice and other applicable provisions set forth in the Note
A-1 PSA, Note A-2 PSA, Note A-3-1 PSA, Note A-3-2 PSA, Note A-4 PSA, Note A-5-1 PSA, Note A-5-2 PSA, Note A-6 PSA and Note A-7
PSA have been satisfied, then for such request only, the condition that such confirmation by such Rating Agency (only) be obtained
will be deemed not to apply 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.


 






    -18- 


     


    

 


“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.


 


“Reimbursement
Rate” shall have the meaning assigned to such term or the term “Advance Rate” or an analogous term in the
Servicing Agreement.


 


“REMIC”
shall have the meaning assigned to such term in Section 2(g).


 


“REO
Property” shall mean the Mortgaged Property, title to which has been acquired by the Servicer on behalf of (or other
Person designated by) the Holders through foreclosure, deed in lieu of foreclosure or otherwise.


 


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


 


“Securitization”
shall mean each of the Note A-1 Securitization, the Note A-2 Securitization, the Note A-3-1 Securitization, the Note A-3-2 Securitization,
the Note A-4 Securitization, the Note A-5-1 Securitization, the Note A-5-2 Securitization, the Note A-6 Securitization and the
Note A-7 Securitization, as applicable.


 


“Securitization
Date” shall mean, with respect to a Securitization, the effective date on which such Securitization is consummated.


 


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


 


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


 


“Serviced
Whole Loan Remittance Date” shall mean, with respect to any Non-Lead Note, (i) prior to the related Non-Lead Securitization,
the “serviced whole loan remittance date” as such term is defined in the applicable Servicing Agreement, and (ii)
from and after the related Non-Lead Securitization, the earlier of (x) the “serviced whole loan remittance date” as
such term is defined in the Lead Securitization Servicing Agreement, and (y) the business day following the applicable Non-Lead
Securitization Determination Date, provided that, in each case above in this definition, such date is at least one Business Day
after the scheduled Monthly Payment due date under the Loan Agreement and no sooner than the sixth calendar day of the month.


 


“Servicer”
shall mean (i) the Master Servicer with respect to a non-Specially Serviced Mortgage Loan and the Special Servicer with respect
to a Specially Serviced Mortgage Loan, or (ii) with respect to a specific function, right or obligation as to which the Servicing


 



    -19- 


     


    

 


Agreement
designates the Master Servicer or the Special Servicer, the party so designated, as applicable, pursuant to the Servicing Agreement.


 


“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.


 


“Servicing
Advance” shall have the meaning assigned to such term or an analogous 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.


 


“Servicing
Agreement” shall mean (a) prior to the occurrence of the Lead Securitization, that certain Interim Servicing Agreement,
dated as of September 25, 2013 and as amended as of the date hereof, between BANA, as owner, and Wells Fargo Bank, National Association,
as servicer, and any replacement servicing agreement entered into with any successor interim servicer appointed by the Note A-1
Holder, and (b) following the occurrence of the Lead Securitization, the applicable Lead Securitization Servicing Agreement; provided that in the event the Lead Note is no longer an asset of the trust fund created pursuant to the Servicing Agreement, the
term “Servicing Agreement” shall refer to the subsequent servicing agreement entered into pursuant to Section 2.


 


“Servicing
Fee” shall mean the primary servicing fee of the Master Servicer pursuant to the terms of the Servicing Agreement, which
will generally be calculated as the product of (i) the Servicing Fee Rate and (ii) the Note A-1 Principal Balance, the Note A-2
Principal Balance, the Note A-3-1 Principal Balance, the Note A-3-2 Principal Balance, the Note A-4 Principal Balance, the Note
A-5-1 Principal Balance, the Note A-5-2 Principal Balance, the Note A-6 Principal Balance and the Note A-7 Principal Balance,
as applicable, as of the date of determination.


 


“Servicing
Fee Rate” shall mean the rate per annum at which the primary servicing fee of the Master Servicer is calculated
pursuant to the terms of the Servicing Agreement) which rate, when applied to the Note A-1 Principal Balance, the Note A-2 Principal
Balance, the Note A-3-1 Principal Balance, the Note A-3-2 Principal Balance, the Note A-4 Principal Balance, the Note A-5-1 Principal
Balance, the Note A-5-2 Principal Balance, the Note A-6 Principal Balance and the Note A-7 Principal Balance, as applicable, will
determine the primary servicing fee payable to the Master Servicer under the Servicing Agreement.


 


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


 






    -20- 


     


    

 


“Servicing
Transfer Event” shall mean any of the events specified in the Servicing Agreement, whereby the servicing of the Mortgage
Loan is required to be transferred to the Special Servicer from the Master Servicer.


 


“Special
Servicer” shall mean the special servicer of the Mortgage Loan as appointed under the terms of this Agreement and the
Servicing Agreement, or any successor special servicer appointed as provided thereunder.


 


“Special
Servicing Fee” shall have the meaning given to such term or an analogous term in the Servicing Agreement; provided that under no circumstances shall the Special Servicing Fee exceed 0.2500% per annum (25 basis points) of the outstanding
principal balance of the Mortgage Loan, subject to any applicable minimum Special Servicing Fee set forth in the Lead Securitization
Servicing Agreement.


 


“Specially
Serviced Mortgage Loan” shall mean the Mortgage Loan during the period it is serviced by the Special Servicer following
a Servicing Transfer Event.


 


“Transfer”
shall mean any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance of
a participation interest, or other disposition, either directly or indirectly, by operation of law or otherwise.


 


“Trust
Fund” shall mean each of the Note A-1 Trust Fund, the Note A-2 Trust Fund, the Note A-3-1 Trust Fund, the Note A-3-2
Trust Fund, the Note A-4 Trust Fund, the Note A-5-1 Trust Fund, the Note A-5-2 Trust Fund, the Note A-6 Trust Fund and the Note
A-7 Trust Fund.


 


“Trustee”
shall mean the trustee under the Lead Securitization Servicing Agreement.


 


“Trustee
Fee” shall have the meaning given to such term or an analogous term in each of the Note A-1 PSA, the Note A-2 PSA, the
Note A-3-1 PSA, the Note A-3-2 PSA, the Note A-4 PSA, the Note A-5-1 PSA, the Note A-5-2 PSA, the Note A-6 PSA and the Note A-7
PSA.


 


2.      
    Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case
to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to the terms of this Agreement and the applicable
Servicing Agreement.


 


(b)         Prior
to the closing of the Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with
respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other
matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between
the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder in consultation
with each Non-Directing Holder. Each PSA shall contain terms and conditions that are customary for


 



    -21- 


     


    

 


securitization
transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax
elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies
rating any Securitization.


 


(c)         Subject
to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the
Lead Securitization, to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor
and the appointment of the Special Servicer by the Directing Holder 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 Servicing Agreement. Each Holder
hereby appoints, effective upon the Lead Securitization, the Master Servicer, the Special Servicer and the Trustee under the Servicing
Agreement as such 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 Servicing Agreement (subject at all times to the rights of the Holders
as set forth herein and in such Servicing Agreement).


 


(d)         If,
at any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced
pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if a Non-Lead Note is in a Securitization,
a Rating Agency Confirmation from the Rating Agencies that were engaged by the applicable Depositor to rate such Securitization
shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing
Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating
Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions
of the Servicing Agreement to which the Lead Note was subject, as if such Servicing Agreement was still in full force and effect
with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement
is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder
and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.


 


(e)         Notwithstanding
anything to the contrary contained herein (including Sections 4 and 13(a)), each Servicing Agreement shall provide
that the Servicer shall be required to service and administer the Mortgage Loan in accordance with the Servicing Standard as set
forth in such Servicing Agreement, and any Holder who is not a Borrower Party shall be deemed a third-party beneficiary of such
provisions of the Servicing Agreement. It is understood that each Non-Lead Note Holder may separately appoint a servicer for its
Non-Lead Note, by itself or together with other assets, but any such servicer will have no responsibility or direct rights hereunder
and shall be compensated solely by such Non-Lead Note Holder from funds payable to it hereunder or otherwise.


 


(f)          The
Holders acknowledge that the Servicer is to comply with this Agreement, the Servicing Agreement and the Mortgage Loan Documents
in connection with the servicing of the Mortgage Loan.


 






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(g)         If
any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning
of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall
be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within
the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf
of the 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 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 Borrower, or exercise or refrain from exercising any powers or rights that the 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 that includes any Note (or any portion thereof). Each Holder agrees that the
provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement relating to
the administration of the Mortgage Loan.


 


(h)         In
the event that one of the Notes is included in a REMIC, the other Holders shall not be required to reimburse such Holder or any
other Person for payment of any taxes imposed on such REMIC or Advances therefor or for any interest on such Advance or for deficits
in other items of disbursement or income resulting from the use of funds for payment of any such taxes, nor shall any disbursement
or payment otherwise distributable to the other Holders be reduced to offset or make-up any such payment or deficit.


 


3.          Priority
of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion
of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available
for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds
under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard
or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of
eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis.


 


For
clarification purposes, “Penalty Charges” (or analogous term as defined in the Lead Securitization Servicing Agreement)
paid on each Note shall first, be applied to pay, on a pro rata basis, the amount necessary to pay the Master Servicer,
the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances
in accordance with the terms of the Lead Securitization Servicing Agreement, second, be applied to pay the amount necessary
to pay the Master Servicer, Trustee, the Non-Lead Master Servicer or the Non-Lead Trustee, as applicable, for any interest accrued
on any P&I Advance made with respect to such Note by such party (if and as specified in the


 



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Lead
Securitization Servicing Agreement or applicable Non-Lead Securitization Servicing Agreement, as applicable), third, be
applied to pay, on a pro rata basis, the amount necessary to pay additional trust fund expenses under the Lead Securitization
Servicing Agreement (other than Special Servicing Fees, Workout Fees and Liquidation Fees) incurred with respect to the Mortgage
Loan (as specified in the Lead Securitization Servicing Agreement) and finally, with respect to any remaining amount of
Penalty Charges, (x) prior to the securitization of the Lead Note or at any time the Mortgage Loan is not being serviced pursuant
to a Securitization Servicing Agreement, pro rata to each Holder, and (y) following the securitization of the Lead Note,
entirely to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization
Servicing Agreement.


 


Upon
the occurrence of the Lead Securitization as to which any such proceeds are received, any proceeds received from the sale of the
primary servicing rights with respect to the Mortgage Loan shall be remitted, promptly upon receipt thereof, to the Holders on
a Pro Rata and Pari Passu Basis. Any proceeds received by any Holder from the sale of master servicing rights with respect to
its Note shall be for its own account.


 


4.          Workout.
Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Servicing
Agreement and Section 13 and (prior to the occurrence of a Lead Securitization) Exhibit D of this Agreement,
and the obligation to act in accordance with the Servicing Standard, if the Lead 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 Mortgage Loan Principal
Balance is decreased, (ii) the Mortgage 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 the Notes as described in Section 3.


 


5.          Accounts;
Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection
Account or Collection Accounts, as applicable. The Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder, the Note A-3-2
Holder, the Note A-4 Holder, the Note A-5-1 Holder, the Note A-5-2 Holder, the Note A-6 Holder and the Note A-7 Holder hereby
direct the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of
the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing
Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for
deposit or credit on the applicable Serviced Whole Loan Remittance Date all payments received with respect to and allocable to
any Non-Lead Note, by wire transfer to the account maintained by the related Non-Lead Note Holder; provided that delinquent payments
received by the Master Servicer after the related Serviced Whole Loan Remittance Date shall be remitted by the Master Servicer
to such accounts within the time period specified in the Servicing Agreement.


 






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If
any Servicer holding or having distributed any amount received or collected in respect of a Note determines, or a court of competent
jurisdiction orders, at any time that any amount received or collected in respect of such Note must, pursuant to any insolvency,
bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the related Holder, or any
Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required
to distribute any portion thereof to such Holder, and such Holder shall promptly on demand repay to such Servicer the portion
thereof which shall have been theretofore distributed to such Holder together with interest thereon at such rate, if any, as such
Servicer shall have been required to pay to the Borrower, the other Holder, any Servicer or such other person or entity with respect
thereto. Each Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage
Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer
shall have the right to offset any amounts due hereunder from a Holder with respect to the Mortgage Loan against any future payments
due to such Holder under the Mortgage Loan, provided, that the obligations of each Holder under this Section 5 are
separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against
any other Holder. The obligations of the Holders under this Section 5 constitute absolute, unconditional and continuing
obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.


 


6.          Limitation
on Liability. Subject to the terms of the Servicing Agreement, no Holder (including the Master Servicer or the Special
Servicer on its behalf) shall have any liability to any other Holder with respect to any Note, except (1) with respect to the
Advance reimbursement provisions set forth in Section 17 and (2) with respect to losses actually suffered due to the negligence,
willful misconduct or material breach of this Agreement on the part of such Holder (including the Master Servicer or the Special
Servicer on its behalf, and the Master Servicer’s or Special Servicer’s liability is further limited as set forth
in the Servicing Agreement; which, for the avoidance of doubt, shall not reduce the obligation of such parties to act in accordance
with the Servicing Standard).


 


7.          Representations
of the Holders. (a) Each Initial Note Holder hereby represents and warrants to, and covenants with, each other Holder that,
as of the date hereof:


 


(i)          It
is duly organized, validly existing and in good standing (x) in the case of Citi and Barclays, under the laws of the jurisdiction
under which each is organized or (y) in the case of BANA, as a national banking association under the laws of the United States
of America.


 


(ii)         The
execution and delivery of this Agreement by such Holder, and performance of, and compliance with, the terms of this Agreement
by such Holder, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to
which it is a party or that is applicable


 



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to
it or any of its assets, in each case which materially and adversely affect its ability to carry out the transactions contemplated
by this Agreement.


 


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


 


(iv)        This
Agreement is the legal, valid and binding obligation of such Holder enforceable against such 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.


 


(v)         It
has the right to enter into this Agreement without the consent of any third party.


 


(vi)        It
is the holder of its respective Note for its own account in the ordinary course of its business.


 


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


 


(viii)      It
is a Qualified Transferee.


 


8.          Independent
Analyses of each Holder. Each Holder acknowledges that, except for the representations made in Section 7, it has, independently
and without reliance upon any other Holder and based on such documents and information as such Holder has deemed appropriate,
made its own credit analysis and decision to purchase its respective Note. Each Holder hereby acknowledges that no other Holder
shall have any responsibility for (i) the collectability of the Mortgage Loan, (ii) the validity, 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 Borrower.


 


9.          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 between any Holder (or any servicer or trustee on its behalf) and any other Holder a partnership,
association, joint venture or other entity. Each Holder (or any servicer or trustee on its behalf) shall have no obligation whatsoever
to offer to any other Holder the opportunity to purchase notes or interests relating to any future loans originated by such Holder
or any of its Affiliates,


 



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and
if any Holder chooses to offer to any other Holder, the opportunity to purchase notes or interests in any future mortgage loans
originated by such Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Holder chooses,
in its sole and absolute discretion. None of the Holders shall have any obligation whatsoever to purchase from any other Holder
any notes or interests in any future loans originated by any other Holder or any of its Affiliates.


 


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


 


11.          Other
Business Activities of the Holders. Each Holder acknowledges that each other Holder may make loans or otherwise extend credit
to, and generally engage in any kind of business with, any Borrower Party, and receive payments on such other loans or extensions
of credit to any Borrower Party and otherwise act with respect thereto freely and without accountability, but only if none of
the foregoing violate the Mortgage Loan Documents, in the same manner as if this Agreement and the transactions contemplated hereby
were not in effect.


 


12.          Transfer
of Notes. (a) Each Holder may Transfer up to 49% of its beneficial interest in its Note whether or not the related transferee
is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% of its beneficial
interest in its Note unless (i) prior to a Securitization of any Note, each other Holder has consented to such Transfer, in which
case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this
Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer,
in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under
this Agreement, or (iii) such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations
of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement.
Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake
each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing,
without each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if any such non-transferring
Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged
by the applicable Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all
or any portion of its Note to any Borrower Party and any such Transfer shall be absolutely null and void and shall vest no rights
in the purported transferee.


 


(b)          Except
for a Transfer made in connection with a Securitization, or a Transfer made by an Initial Note Holder to an Affiliate, at least
five (5) days prior to a transfer of any Note, the transferring Holder shall provide to each other Holder and, if any Certificates
are outstanding, to the Rating Agencies, a certification that such transfer will be made in accordance


 



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with
this Section 12, such certification to include (1) the name and contact information of the transferee and (2) if applicable,
a certification by the transferee that it is a Qualified Transferee.


 


(c)          The
Holders acknowledge that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute
discretion and that such Rating Agencies may charge the transferring Holder customary fees in connection with providing such Rating
Agency Confirmation.


 


(d)          Notwithstanding
anything to the contrary contained herein, each Holder may pledge or transfer (a “Pledge”) its Note to any
entity (other than any Borrower Party) that has extended a credit facility to such Holder or has entered into a repurchase agreement
with such Holder and that, in each case, is either a Qualified Transferee 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”),
or to a Person with respect to which a Rating Agency Confirmation has been obtained, on terms and conditions set forth in this
Section 12(d), it being further agreed that a financing provided by a Note Pledgee to any Holder or any Affiliate that
controls such Holder that is secured by such Holder’s interest in its respective Note and is structured as a repurchase
arrangement, shall qualify as a “Pledge” hereunder on the condition that all applicable terms and conditions of this
Section 12 are complied with. A Note Pledgee that is not a Qualified Transferee may not take title to a Note without a
Rating Agency Confirmation. Upon written notice, if any, by the pledging Holder to each other Holder and the Master Servicer that
a Pledge has been effected (including the name and address of the applicable Note Pledgee), each other Holder agrees to acknowledge
receipt of such notice and thereafter agrees: (i) to give such Note Pledgee written notice of any default by the pledging Holder
in respect of its obligations under this Agreement of which default such Holder has actual knowledge and which notice shall be
given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Note Pledgee a period of ten (10)
Business Days to cure a default by the pledging Holder in respect of its obligations to such other Holder hereunder, but such
Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of
this Agreement or the Servicing Agreement (if the pledging Holder had the right to consent to such amendment, modification, waiver
or termination pursuant to the terms hereof) 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 and which consent shall be deemed to be
given if Note Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination
within 10 days after request therefor; (iv) that each other Holder shall accept any cure by such Note Pledgee of any default of
the pledging Holder which such pledging Holder has the right to effect hereunder, as if such cure were made by such pledging Holder;
(v) that each other Holder or any Servicer shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably
request, provided that any such certificate(s) shall be in a form reasonably satisfactory to such other Holder; and (vi)
that, upon written notice (a “Redirection Notice”) to the Master Servicer by such Note Pledgee that the pledging
Holder is in default beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Note Pledgee
pursuant to the applicable credit agreement or other agreements relating to the Pledge between the pledging Holder and such Note
Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such


 



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Redirection
Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee (or at any time that pledging Holder otherwise directs that
such payment be made to Note Pledgee pursuant to a separate notice) shall be entitled to receive any payments that any Servicer
would otherwise be obligated to make to the pledging Holder from time to time pursuant to this Agreement or any Servicing Agreement.
Any pledging Holder hereby unconditionally and absolutely releases each other Holder and any Servicer from any liability to the
pledging Holder on account of any Holder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer
or other Holder in good faith to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its
rights and remedies against the pledging Holder (and accept an assignment in lieu of foreclosure as to such collateral), in accordance
with applicable law, the pledge agreement, repurchase agreement or similar agreement between the pledging Holder and the Note
Pledgee and this Agreement. In such event, or if the pledging holder otherwise assigns its interests to the Note Pledgee, each
other Holder and the Master Servicer shall recognize such Note Pledgee (and any transferee (other than any Borrower Party) that
is also a Qualified Transferee at any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure),
and such Person’s successor and assigns, as the successor to the pledging Holder’s rights, remedies and obligations
under this Agreement, and any such Note Pledgee or Qualified Transferee shall assume in writing the obligations of the pledging
Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and
agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 12(d)
shall remain effective as to any Holder (and any Servicer) unless and until such Note Pledgee shall have notified such Holder
(and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


13.          Exercise
of Remedies by the Servicer. (a) Subject to the terms of this Agreement and the Servicing Agreement and subject to the rights
and consents, where required, of the Directing Holder, the Servicer 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 and exclusive authority to (i) modify or waive any of the terms of the Mortgage Loan Documents, (ii) consent to any action
or failure to act by the Borrower or any party to the Mortgage Loan Documents, (iii) vote all claims with respect to the Mortgage
Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect each Holder’s
interests with respect to the Mortgage Loan or to refrain from exercising any powers or rights under the Mortgage Loan Documents,
including the right at any time to call or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage
Loan or institute any foreclosure action, and the Holders shall have no voting, consent or other rights whatsoever with respect
to the Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject
to the terms and conditions of the Servicing Agreement, the Servicer shall have the sole and exclusive authority to make Property
Advances with respect to the Mortgage Loan. Except as otherwise provided in this Agreement, each Holder agrees that it shall have
no right to, and hereby presently and irrevocably assigns and conveys to the Servicer the rights, if any, that such Holder has
to (A) call or cause the Servicer to call an event of default under the Mortgage Loan, or (B) exercise any remedies with respect
to the Mortgage Loan or the Borrower, including, without limitation, filing


 



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or
causing the Lead Note Holder or such Servicer to file any bankruptcy petition against the Borrower. Each Holder shall, from time
to time, execute such documents as any Servicer shall reasonably require to evidence such assignment with respect to the rights
described in clause (iii) of the first sentence in this Section 13(a).


 


(b)        The
Lead Servicer and the Trustee for the Lead Securitization shall not have any fiduciary duty to any Non-Lead Note Holder in connection
with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Servicer and such Trustee from their
respective obligation under this Agreement and the Servicing Agreement to make any disbursement of funds as set forth herein).


 


(c)        The
Holders hereby acknowledge and agree that the Servicing Agreement shall provide that, subject to the satisfaction of the conditions
set forth in the next sentence, upon the Mortgage Loan becoming a Defaulted Mortgage Loan, if the Special Servicer determines
to sell the Defaulted Mortgage Loan (or the Lead Note), it will be required to sell the entire Defaulted Mortgage Loan as a single
whole loan (i.e., both the Lead Note and the Non-Lead Notes). Any such sale of the entire Defaulted Mortgage Loan is subject to
the satisfaction of one of the following two conditions:


 


(i)        
Each Non-Lead Note Holder has provided written consent to such sale; or


 


(ii)        The
Special Servicer has delivered the following notices and information to each Non-Lead Note Holder:


 


(1)          at
least fifteen (15) Business Days prior written notice of any decision to attempt to sell the Defaulted Mortgage Loan;


 


(2)          at
least ten (10) days prior to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages)
received by the Special Servicer in connection with any such proposed sale;


 


(3)          at
least ten (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 requested by such Non-Lead Note Holder; and


 


(4)     
     until the sale is completed and a reasonable period of time (but no less time than is afforded to
other offerors and the Directing Holder) prior to the proposed sale date, all information and other documents being provided to
other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection
with the proposed sale.


 


Whether
any cash offer constitutes a fair price for the Mortgage Loan shall be determined by the Special Servicer (unless the offeror
is an Interested Person, in which case the Trustee shall make such determination).


 






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Each
Non-Lead Note Holder may waive any delivery or timing requirements set forth above only for itself. Subject to the foregoing,
each of the Lead Note Holder, the Directing Holder, each Non-Lead Note Holder and each Non-Directing Holder shall be permitted
to submit an offer at any sale of the Defaulted Mortgage Loan (unless such Person is a Borrower Party).


 


Subject
to the conditions set forth in this Section 13(c), each Non-Lead Note Holder hereby appoints the Lead Note Holder as its
agent, and grants to the Lead 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 its Non-Lead Note. Subject to the conditions set forth in
this Section 13(c), each Non-Lead Note Holder further agrees that, upon the request of the Lead Note Holder, such Non-Lead
Note Holder shall execute and deliver to or at the direction of Lead Note Holder such powers of attorney or other instruments
as the Lead Note Holder may reasonably request to better assure and evidence the foregoing appointment and grant, in each case
promptly following request, and shall deliver its original Non-Lead Note, endorsed in blank, to or at the direction of the Lead
Note Holder in connection with the consummation of any such sale.


 


(d)          Notwithstanding
anything to the contrary contained herein, the exercise by the Servicer on behalf of the Holders of its rights under this Section
13 shall be subject in all respects to any section of the Servicing Agreement governing REMIC administration, and in no event
shall the Servicer be permitted to take any action or refrain from taking any action if taking or failing to take such action,
as the case may be, would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents or be inconsistent
with the Servicing Standard or violate any other provisions of the Servicing Agreement or violate the REMIC provisions of the
Code or any regulations promulgated thereunder, including, without limitation, the provisions of Section 2(g) of this Agreement.


 


14.          Rights
of the Directing Holder. The Directing Holder shall be entitled to exercise the rights and powers granted to the Directing
Holder hereunder and the rights and powers granted to the “Directing Holder,” “Controlling Class Certificateholder,”
“Controlling Class Representative” or similar party under, and as defined in, the Servicing Agreement with respect
to the Mortgage Loan. In addition, the Directing Holder shall be entitled to advise (1) the Special Servicer with respect to all
matters related to a Specially Serviced Mortgage Loan and (2) the Special Servicer with respect to all matters for which the Master
Servicer must obtain the consent or deemed consent of the Special Servicer, and, except as set forth below (i) the Master Servicer
shall not be permitted to take any Major Decision unless it has obtained the prior written consent of the Special Servicer and
(ii) the Special Servicer shall not be permitted to consent to the Master Servicer’s taking any Major Decision nor will
the Special Servicer itself be permitted to take any Major Decision as to which the Directing Holder has objected in writing within
ten (10) Business Days (or thirty (30) days with respect to an Acceptable Insurance Default) after receipt of the written recommendation
and analysis and such additional information requested by the Directing Holder as may be necessary in the reasonable judgment
of the Directing Holder in order to make a judgment with respect to such Major Decision. The Directing Holder may also


 



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direct
the Special Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Directing
Holder may deem advisable.


 


If
the Directing Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision within
ten (10) Business Days (or thirty (30) days with respect to an Acceptable Insurance Default) after delivery to the Directing Holder
by the applicable Servicer of written notice of a proposed Major Decision, together with any information requested by the Directing
Holder as may be necessary in the reasonable judgment of the Directing Holder in order to make a judgment, then upon the expiration
of such ten (10) Business Day (or thirty (30) days with respect to an Acceptable Insurance Default) period, such Major Decision
shall be deemed to have been approved by the Directing Holder.


 


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


 


No
objection, direction or advice contemplated by the preceding paragraphs may require or cause the Master Servicer or the Special
Servicer, as applicable, to violate any provision of the Mortgage Loan Documents, applicable law, the Servicing Agreement, this
Agreement, the REMIC provisions of the Code or the Master Servicer or Special Servicer’s obligation to act in accordance
with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Certificate Administrator, the Lead Securitization
Trust or the Trustee to liability, or materially expand the scope of the Master Servicer’s or the Special Servicer’s
responsibilities under the Servicing Agreement.


 


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


 






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15.          Appointment
of Special Servicer. Subject to the terms of the Lead Securitization Servicing Agreement for so long as the Lead Note is included
in the Lead Securitization, the Directing Holder shall have the right at any time and from time to time, with or without cause,
to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement
Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to
each other Holder and the parties to each PSA a written notice stating such designation and by satisfying the other conditions
required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms
of the Servicing Agreement), if any.


 


16.          Rights
of the Non-Directing Holder. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:


 


(i)          to
provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing
Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report
relating to the Mortgage Loan to each Non-Directing Holder, within the same time frame it is required to provide to such Directing
Holder (but without regard to whether or not the Directing Holder has lost any rights to receive such information as a result
of a Consultation Termination Event); and


 


(ii)         to
consult with any Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports,
such Non-Directing Holder requests consultation with respect to any such Major Decision or the implementation of any recommended
actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such
Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable
Insurance Default, thirty (30) days) from the delivery to such Non-Directing Holder of written notice of a proposed action, together
with copies of the notices, information and reports required to be provided to, or requested by, the Directing Holder, the Servicer
shall no longer be obligated to consult with such Non-Directing Holder (unless the Servicer proposes a new course of action that
is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection
with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery
of all information relating thereto).


 


(b)          Notwithstanding
the foregoing non-binding consultation rights of each Non-Directing Holder, the Servicer may take any Major Decision or any action
set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30)
day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard,
that immediate action with respect thereto is necessary to protect the interests of the Holders.


 


(c)          In
addition to the foregoing non-binding consultation rights, each Non-Directing Holder shall have the right to annual conference
calls with the Master Servicer or the


 



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Special
Servicer 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.


 


(d)          In
no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any Non-Directing
Holder.


 


(e)          If
a Non-Directing Holder is a Borrower Party, it shall not be entitled to any of the rights set forth in this Section 16.


 


17.          Advances;
Reimbursement of Advances. (a) (i) Pursuant to terms of the Servicing Agreement, the Lead Servicer and/or the Trustee shall
be obligated (subject to customary determinations of non-recoverability) to make (1) Property Advances with respect to the Mortgage
Loan or the Mortgaged Property and (2) P&I Advances with respect to the Lead Note (and any other Note(s) included in the Lead
Securitization) and (ii) pursuant to the terms of each Non-Lead Securitization Servicing Agreement, the related Non-Lead Master
Servicer and/or the related Non-Lead Trustee may be obligated to make P&I Advances with respect to the related Non-Lead Note(s).
The Lead Servicer and/or the Trustee will not be required to make any P&I Advance with respect to any Non-Lead Note (other
than a Non-Lead Note that is also included in the Lead Securitization) and no Non-Lead Master Servicer or Non-Lead Trustee will
be required to make any P&I Advance with respect to the Lead Note, any other Non-Lead Note (other than another Non-Lead Note
that is also included in the same Non-Lead Securitization) or any Property Advance. The Lead Servicer, each Non-Lead Master Servicer,
the Trustee and each Non-Lead Trustee will be entitled to interest on any Advance (at a rate not to exceed the Prime Rate) made
in the manner and from the sources provided in the Note A-1 PSA, the Note A-2 PSA, the Note A-3-1 PSA, the Note A-3-2 PSA, the
Note A-4 PSA, the Note A-5-1 PSA, the Note A-5-2 PSA, the Note A-6 PSA and the Note A-7 PSA, as applicable.


 


(b)          The
Lead Servicer and the Trustee, as applicable, will be entitled to reimbursement for a Property Advance, first from the
Collection Account established with respect to the Mortgage Loan, and then, if such Property Advance is a Nonrecoverable
Advance, if such funds on deposit in the Collection Account are insufficient, from general collections of the Lead Securitization
as provided in the Servicing Agreement.


 


(c)          To
the extent amounts on deposit in the Collection Account with respect to the Mortgage Loan are insufficient to reimburse the Lead
Servicer or the Trustee, as applicable, for any Property Advance and/or interest thereon and the Lead Servicer or the Trustee,
as applicable, obtains funds from general collections of the Lead Securitization as a reimbursement for such Property Advance
or interest thereon, each Non-Lead Note Holder (including any Securitization into which a Non-Lead Note is deposited) shall be
required to, promptly following notice from the Lead Servicer, pay to the Lead Securitization for its Pro Rata and Pari Passu
Basis share of such Property Advance and/or interest thereon at the Reimbursement Rate so reimbursed from general collections
(to the extent amounts on deposit in the Collection Account are insufficient for reimbursement of such amounts). In addition,
each Non-Lead Note Holder (including any Securitization into which a Non-Lead Note is deposited) shall promptly reimburse


 



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the
Lead Servicer or the related Trustee for such Non-Lead Note Holder’s Pro Rata and Pari Passu Basis share of any fees, costs
or expenses incurred in connection with the servicing and administration of the Mortgage Loan as to which the Lead Securitization
or any of the parties thereto are entitled to be reimbursed pursuant to the terms of the Servicing Agreement (to the extent amounts
on deposit in the Collection Account are insufficient for reimbursement of such amounts).


 


(d)          The
parties to each of the Note A-1 PSA, the Note A-2 PSA, the Note A-3-1 PSA, the Note A-3-2 PSA, the Note A-4 PSA, the Note A-5-1
PSA, the Note A-5-2 PSA, the Note A-6 PSA and the Note A-7 PSA shall each be entitled to make their own recoverability determination
with respect to a P&I Advance based on the information that they have on hand and in accordance with the Note A-1 PSA, the
Note A-2 PSA, the Note A-3-1 PSA, the Note A-3-2 PSA, the Note A-4 PSA, the Note A-5-1 PSA, the Note A-5-2 PSA, the Note A-6 PSA
and the Note A-7 PSA, as applicable.


 


(e)          If
the Lead Servicer or the Trustee elects to defer the reimbursement of a Property Advance in accordance with the terms of the Servicing
Agreement, the Lead Servicer or the Trustee shall also defer its reimbursement of each Non-Lead Note share from the applicable
Non-Lead Note Holder.


 


18.          Provisions
Relating to Securitization. (a) For so long as any Initial Note Holder is the owner of its related Note (for purposes
of this Section 18(a), the “Subject Note”, then such Initial Note Holder shall have the right, subject to the
terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (“New
Notes”) reallocating the principal of the Subject Note among the New Notes; reducing the Mortgage Interest Rates of
such New Notes or severing the Subject Note into one or more further “component” notes in the aggregate principal
amount equal to the then outstanding principal balance of the Subject Note, provided that (i) the aggregate principal balance
of the New Notes following such amendments is no greater than the principal balance of the Subject Note prior to such amendments,
(ii) all New Notes continue to have the same or a lower interest rate as the Subject Note prior to such amendments, (iii) all
New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically
subject to the terms of this Agreement and (iv) the Initial Note Holder holding the New Notes shall notify the other Holders (or,
if any such other Note shall have included in a Securitization, then it shall notify the parties to the PSA governing such other
Note) in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer
is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement
and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal,
any reduction of Mortgage Interest Rates or such severing of the Subject Note, (2) if the Subject Note is severed into “component”
notes, such component notes shall each have their same rights as the Subject Note and (3) the definition of the term “Securitization”
and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency
Confirmation shall not be


 



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required
for any amendments to this Agreement required to facilitate the terms of this Section 18(a).


 


(b)         The
Lead 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 Note within two (2) Business Days of making such advance;


 


(ii)          if
the Master Servicer, the Special Servicer or the Trustee determines that a proposed P&I Advance with respect to the Lead Note
or Servicing Advance, with respect to the Mortgage Loan, if made, or any outstanding P&I Advance with respect to the Lead
Note or Servicing Advance, with respect to the Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall provide the Non-Lead Master Servicer or
Non-Lead Special Servicer, as applicable, for each Non-Lead Securitization written notice of such determination within two (2)
Business Days of the date of such determination;


 


(iii)         the
Master Servicer shall remit all payments received with respect to each Non-Lead Note, net of any portion thereof that is payable
or reimbursable to the Master Servicer, the Special Servicer or the Trustee, to each Non-Lead Note Holder by the Serviced Whole
Loan Remittance Date;


 


(iv)         with
respect to each Non-Lead Note that is held by a Securitization, on each Serviced Whole Loan Remittance Date the Master Servicer
shall deliver or cause to be delivered in electronic format acceptable to the Non-Lead Master Servicer (A) all reports (including
all loan-level reports from the CREFC® Investor Reporting Package) required to be delivered pursuant to the Lead Securitization
Servicing Agreement to the extent related to the Mortgage Loan, and (B) all quarterly and annual operating statements, financial
statements, budgets, rent rolls and sales reports of the related Mortgaged Property, the quarterly and annual financial statements
of the related borrower, and any other reports or documents required to be delivered under the terms of the related Mortgage Loan
Documents;


 


(v)         any
notice, report, assessment, attestation, statement, certificate and/or information furnished or required to be furnished pursuant
to Article XI (or any article substantially similar thereto relating to Exchange Act reporting and filing) of the Lead Securitization
Servicing Agreement shall also be provided to each Non-Lead Depositor and each Non-Lead Certificate Administrator (to the extent
such item and/or information


 



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relates
to a Non-Lead Note or a party that services, specially services or is a trustee or custodian for a Non-Lead Note);


 


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


 


(vii)       each
of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor
and the Asset Representations Reviewer shall indemnify and hold harmless each certification party (including each Person who signs
a Sarbanes-Oxley Certification for any public Other Securitization that includes a Non-Lead Note as well as the entity for which
such Person acts as an officer, and such entity’s officers, directors and affiliates) from and against any claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred
by such certification party arising out of (i) an actual breach by the Master Servicer, the Special Servicer, the Trustee, the
Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate Administrator, as the case may be, of
its obligations under Article XI (or any article substantially similar thereto relating to Exchange Act reporting and filing)
of the Lead Securitization Servicing Agreement, (ii) negligence, bad faith or willful misconduct on the part of the Master Servicer,
the Special Servicer, the Trustee, the Asset Representations Reviewer, the Operating Advisor, the Custodian or the Certificate
Administrator in the performance of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable by, or on behalf
of, such party;


 


(viii)      each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer understands that information about
itself may be included in the offering material related to a Non-Lead Securitization and agrees to (a) negotiate in good faith
an agreement (subject to such party receiving reasonable advance notice and being paid for reasonable out-of-pocket expenses)
to indemnify and hold any related Non-Lead Depositor and underwriters involved in the offering of the related commercial mortgage
pass through certificates harmless for any costs, liabilities, fees and expenses incurred by such Non-Lead Depositor or such underwriters
as a result of any material misstatements or omissions or alleged material misstatements or omissions in any such offering material
to the extent that such material misstatement or omission was made in reliance upon any such information provided by the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, to such Non-Lead Depositor, underwriters
or mortgage loan seller and (b) deliver such securities law opinion(s) of counsel, certifications and/or indemnification agreement(s)
(to the extent the cost thereof is paid by the applicable Non-Lead Note Holder) with respect to such information that are substantially
similar to those delivered with respect to the offering material for the Lead Securitization by the Master Servicer, the Special
Servicer, Trustee or Certificate Administrator, as the case may be, or their respective counsel, in connection with the


 



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information
concerning such party in the offering material related to a Non-Lead Securitization;


 


(ix)         the
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect
to any Initial Sub-Servicer engaged by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator that is
a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii)
with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered
into a servicing relationship with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless
each certification party (including each Person who signs a Sarbanes-Oxley Certification for any public Other Securitization that
includes a Non-Lead Note as well as the entity for which such Person acts as an officer, and such entity’s officers, directors
and affiliates) from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments and any other costs, fees and expenses incurred by such certification party arising out of (a) a breach
of its obligations to provide any of the annual compliance statements or annual assessment of compliance with the servicing criteria
or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful
misconduct on its part in the performance of such obligations, (c) any failure by it, as a servicer to identify a Servicing Function
Participant pursuant to Lead Securitization Servicing Agreement, or (d) delivery of any Deficient Exchange Act Deliverable;


 


(x)          each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and each of the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed thereby
with respect to the Mortgage Loan to, cooperate with the Non-Lead Depositor, Non-Lead Trustee, Non-Lead Certificate Administrator,
Non-Lead Master Servicer and Non-Lead Special Servicer in preparing each Form 10 D, Form ABS-EE, Form 8-K and Form 10 K required
to be filed by such Non-Lead Securitization and shall provide (within such time periods as would enable the Non-Lead Securitization
and the Non-Lead Depositor to timely comply with its Exchange Act and Securities Act reporting requirements) to such Non-Lead
Depositor, Non-Lead Trustee, Non-Lead Certificate Administrator and Non-Lead Master Servicer for such Non-Lead Securitization
such information as may be reasonably necessary for the Non-Lead Depositor, Non-Lead Trustee, Non-Lead Certificate Administrator
and Non-Lead Master Servicer to timely comply with the reporting requirements of Regulation AB and the Exchange Act;


 


(xi)         each
of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer shall, and each of
the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed thereby with respect to the Mortgage Loan to, provide, with respect to itself, to the Non-Lead Depositor, Non-Lead Trustee
or Non-Lead Certificate Administrator, as applicable, (i) a report on an assessment of compliance with


 



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the
servicing criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s
attestation report on such Person’s assessment of compliance with the applicable servicing criteria to the extent required
pursuant to Item 1122(b) of Regulation AB; (iii) such other information as may be required pursuant to Item 1122(c) of Regulation
AB and (iv) a servicer compliance statement signed by an authorized officer of such Person that satisfies the requirements of
Item 1123 of Regulation AB;


 


(xii)        each
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained
by it to cooperate under the applicable Sub-Servicing Agreement) with the Lead Depositor and each Non-Lead Depositor as necessary
for the Lead Depositor or such Non-Lead Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate
and assess any material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting
requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.
All respective reasonable out-of-pocket costs and expenses incurred by the Lead Depositor or any Non-Lead Depositor (including
reasonable legal fees and expenses of outside counsel to the Lead Depositor or any Non-Lead Depositor, as the case may be) in
connection with the foregoing (other than those costs and expenses required to be at the Lead Depositor’s or any Non-Lead
Depositor’s expense under Article XI (or any article substantially similar thereto relating to Exchange Act reporting and
filing) of the Lead Securitization Servicing Agreement) and any amendments to any reports filed with the United States Securities
and Exchange Commission (the “Commission”) or its staff related thereto shall be promptly paid by the applicable
Affected Reporting Party upon receipt of an itemized invoice from the Lead Depositor or any Non-Lead Depositor, as the case may
be;


 


(xiii)       in
the event the Master Servicer has received written notice that a Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead
Trustee has made an advance of a monthly debt service payment on a Non-Lead Note and the Master Servicer subsequently receives
late collections in respect of such advanced payment, the Master Servicer shall remit to the applicable Non-Lead Master Servicer,
Non-Lead Special Servicer or Non-Lead Trustee, within two (2) Business Days following receipt of such late collections in properly
identified funds, the amount allocable to such Non-Lead Note in accordance with the terms of this Agreement and the Lead Securitization
Servicing Agreement;


 


(xiv)       each
Non-Lead Note Holder is an intended third-party beneficiary in respect of the rights afforded it under the Lead Securitization
Servicing Agreement;


 


(xv)        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


 



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indemnification
of such Non-Lead Master Servicer or such Non-Lead Special Servicer, as the case may be, and the provisions regarding reimbursement
or advances;


 


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


 


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


 


(xviii)     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 Certificates issued in connection with any Non-Lead Securitization to the same extent a Rating Agency Confirmation
is provided with respect to the Certificates issued in connection with the Lead Securitization;


 


(xix)        “Servicer
Termination Events” (or any analogous term under the Lead Securitization Servicing Agreement) include customary market termination
events with respect to failure to make advances, failure to timely remit payments to the Non-Lead Note Holders as required hereunder
or under the Lead Securitization Servicing Agreement (subject to no more than one business day grace period), failure to timely
deposit amounts into any applicable account or to remit to a Servicer for deposit into a related collection or custodial account,
failure to deliver (or cause to be delivered) materials or information required in order for each Non-Lead Note Holders and Non-Lead
Depositor to timely comply with its obligations under the Exchange Act and the Securities Act, and for rating agency downgrades
or other triggers with respect to any certificates issued in connection with a Non-Lead Securitization, subject to customary grace
periods (provided that, in the case of failures related to the securities laws, such grace periods will not cause a Non-Lead Depositor
to fail to comply with the applicable provisions of such securities laws). Upon the occurrence of such a Servicer Termination
Event with respect to the Master Servicer affecting a Non-Lead Note Holder and the Master Servicer is not otherwise terminated
pursuant to the Lead Securitization Servicing Agreement, the Master Servicer shall be required, upon the direction of such Non-Lead
Note Holder, to appoint a subservicer with respect to such Non-Lead Note. Upon the occurrence of a Servicer Termination Event
with respect to the Special Servicer affecting a Non-Lead 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 Note Holder, terminate the
Special Servicer with respect to, but only with respect to, the Mortgage Loan;


 






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(xx)        in
connection with (A) any amendment of the Lead Securitization Servicing Agreement, a party to such Lead Securitization Servicing
Agreement is required to provide a copy of the executed amendment to each Non-Lead Depositor and one or more parties to the related
Non-Lead Securitization Servicing Agreement (which may be by e-mail), together with a copy of such amendment in electronic format,
no later than the effective date of such amendment, and (B) the termination, resignation and/or replacement of the Master Servicer,
Special Servicer or Certificate Administrator, the person removing and replacing the Master Servicer, the Special Servicer or
the Certificate Administrator (or, if such person is not a party to the Lead Securitization Servicing Agreement, then the Trustee)
shall provide to the Lead Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator and each Non-Lead
Depositor and Non-Lead Certificate Administrator, as applicable, at least fifteen (15) calendar days prior to the effective date
of such succession or appointment, (x) written notice to the Lead Depositor, the Non-Lead Depositor and the Non-Lead Certificate
Administrator of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Lead
Depositor and the Non-Lead Depositor, all information relating to such successor reasonably requested by the Lead Depositor, Non-Lead
Depositor or Non-Lead Certificate Administrator in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant
to the Exchange Act;


 


(xxi)       if
any Non-Lead 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 such documents
are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, but in any
event excluding any documents known to the Master Servicer, the Special Servicer, the Trustee or the Custodian to contain information
that is proprietary to the related originator or mortgage loan seller or any draft documents or privileged or internal communications;


 


(xxii)      provide
for special servicing, workout and liquidation fee rates that do not exceed (i) 0.25% per annum, in the case of special
servicing fees, (ii) 1.00%, in the case of workout fees, and (iii) 1.00%, in the case of liquidation fees, subject in each case
to market minimum special servicing fees and offsets set forth in the Lead Securitization Servicing Agreement; and


 


(xxiii)     any
conflict between the Lead Securitization Servicing Agreement and this Agreement shall be resolved in favor of this Agreement provided
that in no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action
in accordance with the terms of this Agreement that would cause the Master Servicer or the Special Servicer, as the case may be,
to violate the Servicing Standard or the REMIC provisions.


 






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(c)         Each
Non-Lead 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 such Non-Lead Securitization Servicing Agreement, they shall
be deemed incorporated therein and made a part thereof):


 


(i)          such
Non-Lead Note Holder shall be responsible for its Pro Rata and Pari Passu Basis share of any Property Advances (and advance interest
thereon) and any Additional Trust Fund Expenses, but only to the extent that they relate to servicing and administration of the
Notes and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, liquidation fees and workout
fees relating to the Notes, and that in the event that the funds received with respect to each respective Note are insufficient
to cover such Property Advances or Additional Trust Fund Expenses, (A) the applicable 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 (such parties and the Lead Securitization
Trust, collectively, the “Indemnified Parties”), 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 Note Holder’s
Pro Rata and Pari Passu Basis share of any such Nonrecoverable Property Advances (together with advance interest thereon) and/or
Additional Trust Fund Expenses (including compensation due to the Master Servicer and the Special Servicer to the extent related
to the servicing and administration of the Mortgage Loan and the Mortgaged Property), and (B) if the Lead Securitization Servicing
Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee to reimburse itself
from the Lead Securitization Trust’s general account, then the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as applicable, may do so, and such 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
Note Holder’s Pro Rata and Pari Passu Basis 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 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 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 under the Lead Securitization Servicing Agreement (collectively, the “Indemnified


 



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Items”)
to the extent of its Pro Rata and Pari Passu Basis share of such Indemnified Items, and to the extent amounts on deposit in the
Loan Combination Custodial Account that are allocated to such Non-Lead Note are insufficient for reimbursement of such amounts,
such Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties for such Non-Lead Note’s
Pro Rata and Pari Passu Basis 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, Non-Lead Trustee or Non-Lead Certificate Administrator will be required to deliver to the Trustee,
the Certificate Administrator, the Special Servicer, the Master Servicer and the Operating Advisor (i) promptly following Securitization
of such Non-Lead Note, notice of the deposit of such Non-Lead Note into a Trust Fund (which notice may be by e-mail and shall
also provide contact information for such Non-Lead Trustee, such Non-Lead Certificate Administrator, such Non-Lead Master Servicer,
such Non-Lead Special Servicer and the party designated to exercise the rights of the related “Non-Directing Holder”
under this Agreement), accompanied by a copy of the executed Non-Lead Securitization Servicing Agreement and (ii) notice of any
subsequent change in the identity of such Non-Lead Master Servicer or the party designated to exercise the rights of the related
“Non-Directing Holder” under this Agreement (together with the relevant contact information);


 


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


 


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


 


(d)         Each
Lead Note Holder shall:


 


(A)        give
each other Holder (and, in the case of the Initial Note A-1 Holder, the parties to any previously executed Securitization Servicing
Agreement (provided that such Securitization Servicing Agreement has been delivered to such Initial Note A-1 Holder)) notice of
a Securitization of such Holder’s Note in writing (which may be by e-mail) promptly following the closing of such Securitization,
together with contact information for each of the parties to the related proposed Securitization Servicing Agreement; and


 


(B)         send
to each other Holder and the parties to any Non-Lead Securitization Servicing Agreement (that are not also party to the Lead Securitization
Servicing Agreement) (x) on any Lead Securitization Date, a copy (in EDGAR-compatible format) of the execution version of the
Lead Securitization Servicing Agreement, (y) within (1) one Business Day after the date of any re-filing by the Depositor of the
Lead Securitization Servicing


 



    -43- 


     


    

 


Agreement
with the Commission to account for any changes thereto (other than a formal amendment thereto following the Lead Securitization
Date), a copy (in EDGAR-compatible format) of the re-filed Lead Securitization Servicing Agreement, and (z) promptly following
distribution thereof to the parties to the Lead Securitization Servicing Agreement, any changes made by the applicable Depositor
to the Lead Securitization Servicing Agreement (other than a formal amendment thereto following the Lead Securitization Date).


 


19.         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 DUTIES 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.


 


20.          Modifications. This
Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by the parties hereto. Additionally,
from and after a Securitization, except to cure any ambiguity or to correct any error or as set forth in Section 18(a), this Agreement
may not be modified unless a Rating Agency Confirmation has been delivered with respect to each Securitization.


 


21.          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. Each of the Master Servicer, each Non-Lead Master Servicer, the Trustee and each
Non-Lead Trustee is an intended third-party beneficiary of this Agreement. Except as provided in Section 5 and the preceding
sentence, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto.


 


22.          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 as effective as delivery of a manually executed original counterpart of this Agreement.


 


23.          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.


 






    -44- 


     


    

 


24.          Notices. All
notices required hereunder shall be given by (i) telephone (confirmed in writing) or shall be in writing and personally delivered,
(ii) sent by facsimile transmission if the sender on the same day sends a confirming copy of such notice by reputable overnight
delivery service (charges prepaid), (iii) reputable overnight delivery service (charges prepaid) or (iv) 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.


 


25.          Custody
of Mortgage Loan Documents/Mortgagee of Record. Each of the Notes shall be held by its respective Note Holder or a duly appointed
custodian of such Note Holder. Prior to the First Securitization Date, the originals of all of the Mortgage Loan Documents (other
than the Notes) shall be held by Wells Fargo Bank, National Association, as interim custodian. If the First Securitization includes
Note A-1, then on and after the First Securitization Date, the originals of all of the Mortgage Loan Documents (other than the
Notes) shall be transferred to and held in the name of the trustee (and held by a duly appointed custodian therefor) under the
PSA for such First Securitization, on behalf of the registered holders of the Notes. If the First Securitization does not include
Note A-1, then (a) on and after the First Securitization Date but prior to the Securitization Date for Note A-1, the originals
of all of the Mortgage Loan Documents (other than the Notes) shall be held in the name of the trustee (and held by a duly appointed
custodian therefor) under the PSA for such First Securitization, on behalf of the registered holders of the Notes; and (b) on
and after the Securitization Date for Note A-1, the originals of all of the Mortgage Loan Documents (other than the Notes) shall
be transferred to and held in the name of the trustee (and held by a duly appointed custodian therefor) under the PSA for such
Securitization of Note A-1, on behalf of the registered holders of the Notes. If the First Securitization includes Note A-1, then
the Trustee of such First Securitization shall at all times be the mortgagee of record with respect to the Mortgage Loan. If the
First Securitization does not include Note A-1, then the Trustee of such First Securitization shall be the mortgagee of record
to the extent that the applicable Mortgage Loan Documents have been recorded in the name of such Trustee pursuant to the terms
of the PSA for such First Securitization.


 


[NO
FURTHER TEXT ON THIS PAGE]


 




    -45- 


     


    

 


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


 





	 	Note
    A-1 Holder and Note A-2 Holder:
	 	 
	 	BANK OF AMERICA, N.A.
	 	 	 
	 	By:	/s/ Steven Wasser
	 	 	Name:   Steven Wasser
	 	 	Title:     Managing Director
	 	 	 
	 	Note
    A-3-1 Holder, Note A-3-2 Holder and Note A-4 Holder:
	 	 	 
	 	CITI REAL ESTATE FUNDING INC.
	 	 	 
	 	By:	/s/ Tina Lin
	 	 	Name:   Tina Lin
	 	 	Title:     Authorized
    Signatory 
	 	 	 
	 	Note
    A-5-1 Holder, Note A-5-2 Holder, Note A-6 Holder and Note A-7 Holder:
	 	 	 
	 	BARCLAYS BANK PLC
	 	 	 
	 	By:	/s/ Sabrina Khabie
	 	 	Name:   Sabrina Khabie
	 	 	Title:     Authorized
    Signatory 



 





Signature
Page


Mall
of Louisiana Co-Lender Agreement


  






     


     


    

 





EXHIBIT
A


 


MORTGAGE
LOAN SCHEDULE


 


A.          Description
of Mortgage Loan


 


	Borrower:	Mall
    of Louisiana, LLC and Mall of Louisiana Land, LLC
	Mortgage
    Loan Origination Date:	July
    26, 2017
	Initial
    Principal Amount of Mortgage Loan:	$325,000,000.00
	Co-Lender
    Closing Date Mortgage Loan Principal Balance:	$325,000,000.00
	Location
    of Mortgaged Property:	6401
    Bluebonnet Boulevard, Baton Rouge, LA 70836
	Current
    Use of Mortgaged Property:	Retail
	Mortgage
    Interest Rate:	Note
                                         A-1:       3.984% 

        Note
        A-2:       3.984% 

        Note
        A-3-1:    3.984% 

        Note
        A-3-2:    3.984% 

        Note
        A-4:       3.984% 

        Note
        A-5-1:    3.984% 

        Note
        A-5-2:    3.984% 

        Note
        A-6:       3.984% 

        Note
        A-7:       3.984% 

	Maturity
    Date:	August
    1, 2027





 






    A-1 


     


    

 


B.          Description
of Notes


 


	Mortgage
    Loan Origination Date:	July
    26, 2017
	Initial
    Note A-1 Principal Balance:	$65,000,000
	Initial
    Note A-2 Principal Balance:	$44,000,000
	Initial
    Note A-3-1 Principal Balance:	$30,000,000
	Initial
    Note A-3-2 Principal Balance:	$28,000,000
	Initial
    Note A-4 Principal Balance:	$50,000,000
	Initial
    Note A-5-1 Principal Balance:	$41,000,000
	Initial
    Note A-5-2 Principal Balance:	$17,000,000
	Initial
    Note A-6 Principal Balance:	$25,000,000
	Initial
    Note A-7 Principal Balance:	$25,000,000
	Initial
    Note A-1 Percentage Interest:	20.0000%
	Initial
    Note A-2 Percentage Interest:	13.5385%
	Initial
    Note A-3-1 Percentage Interest:	 9.2308%
	Initial
    Note A-3-2 Percentage Interest:	 8.6154%
	Initial
    Note A-4 Percentage Interest:	15.3846%
	Initial
    Note A-5-1 Percentage Interest:	12.6154%
	Initial
    Note A-5-2 Percentage Interest:	 5.2308%
	Initial
    Note A-6 Percentage Interest:	 7.6923%
	Initial
    Note A-7 Percentage Interest:	 7.6923%
	Note
    A-1 Interest Rate:	3.984%
	Note
    A-2 Interest Rate:	3.984%
	Note
    A-3-1 Interest Rate:	3.984%
	Note
    A-3-2 Interest Rate:	3.984%
	Note
    A-4 Interest Rate:	3.984%
	Note
    A-5-1 Interest Rate:	3.984%
	Note
    A-5-2 Interest Rate:	3.984%
	Note
    A-6 Interest Rate:	3.984%
	Note
    A-7 Interest Rate:	3.984%
	Note
    A-1 Default Interest Rate:	Lesser
    of (a) the maximum rate permitted by law or (b) three percent (3%) above the Note A-1 Interest Rate
	Note
    A-2 Default Interest Rate: 	Lesser
    of (a) the maximum rate permitted by law or (b) three percent (3%) above the Note A-2 Interest Rate
	Note
    A-3-1 Default Interest Rate: 	Lesser
    of (a) the maximum rate permitted by law or (b) three percent (3%) above the Note A-3-1 Interest Rate
	Note
    A-3-2 Default Interest Rate: 	Lesser
    of (a) the maximum rate permitted by law or (b) three percent (3%) above the Note A-3-2 Interest Rate
	Note
    A-4 Default Interest Rate:	Lesser
    of (a) the maximum rate permitted by law or (b) three percent (3%) above the Note A-4 Interest Rate
	Note
    A-5-1 Default Interest Rate: 	Lesser
    of (a) the maximum rate permitted by



 






    A-2 


     


    

 


	 	law
    or (b) three percent (3%) above the Note A-5-1 Interest Rate
	Note
    A-5-2 Default Interest Rate: 	Lesser
    of (a) the maximum rate permitted by law or (b) three percent (3%) above the Note A-5-2 Interest Rate
	Note
    A-6 Default Interest Rate: 	Lesser
    of (a) the maximum rate permitted by law or (b) three percent (3%) above the Note A-6 Interest Rate
	Note
    A-7 Default Interest Rate: 	Lesser
    of (a) the maximum rate permitted by law or (b) three percent (3%) above the Note A-7 Interest Rate





 






    A-3 


     


    

 


EXHIBIT
B


 


Note
A-1 Holder and Note A-2 Holder:


 


Bank
of America, N.A.

NC1-027-15-01

214 North Tryon Street

Charlotte, North Carolina 28255

Attention: Steven L. Wasser

Facsimile No.: (704) 602-3726

Email: steve.l.wasser@baml.com


 


With
a copy to:


 


W.
Todd Stillerman, Esq. 


Bank
of America Corporation 


NC1-027-20-05 


214
North Tryon Street, 20th Floor 


Charlotte,
North Carolina 28255 


Facsimile
No.: (404) 746-2127 


Email:
william.stillerman@bankofamerica.com


 


Note
A-3-1 Holder, Note A-3-2 Holder and Note A-4 Holder:


 


Citi
Real Estate Funding Inc.

390 Greenwich Street

7th Floor

New York, New York 10013

Attention: Ana Rosu Marmann

Facsimile No.: (646) 328-2938


 


with
copies to:


 


Citigroup Global Markets Realty Corp.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice

Facsimile: (212) 723-8599

paul.t.vanderslice@citi.com


 


Citigroup
Global Markets Realty Corp. 


390
Greenwich Street 


New
York, New York 10013 


Attention:
Richard Simpson 


Facsimile:
(646) 328-2943


 






    B-1 


     


    

 


E-mail:
richard.simpson@citi.com


 


Ryan
M. O’Connor 


Facsimile:
(646) 328-2943

E-mail: ryan.m.oconnor@citi.com


 


Note
A-5-1 Holder, Note A-5-2 Holder, Note A-6 Holder and Note A-7 Holder:


 


Barclays
Bank PLC 


745
Seventh Avenue 


New
York, New York 10019 


Attention:
Sabrina Khabie 


Facsimile
No.: (646) 526-9289


 


with
a copy to:


 


Reed
Smith LLP 


599
Lexington Avenue 


New
York, NY 10022 


Attention:
Jodi E. Schwimmer, Esq.


 




    B-2 


     


    

 


EXHIBIT
C


 


PERMITTED
FUND MANAGERS


 


Alliance
Bernstein 


Annaly
Capital Management 


Apollo
Real Estate Advisors 


Archon
Capital, L.P. 


AREA
Property Partners 


Artemis
Real Estate Partners 


BlackRock,
Inc. 


Capital
Trust 


Clarion
Partners 


Colony
Capital, LLC / Colony Financial, Inc. 


CreXus
Investment Corporation/Annaly Capital Management 


DLJ
Real Estate Capital Partners 


Dune
Real Estate Partners 


Eightfold
Real Estate Capital, L.P. 


Five
Mile Capital Partners 


Fortress
Investment Group, LLC 


Garrison
Investment Group 


Goldman,
Sachs & Co. 


H/2
Capital Partners LLC 


Hudson
Advisors 


Investcorp
International 


iStar
Financial Inc. 


J.P.
Morgan Investment Management Inc. 


JER
Partners 


Lend-Lease
Real Estate Investments 


Libermax
Capital LLC 


LoanCore
Capital 


Lone
Star Funds 


Lowe
Enterprises 


Normandy
Real Estate Partners 


One
William Street Capital Management, L.P. 


Och-Ziff
Capital Management Group/ OZ Management, L.P./ OZ Management II., L.P. 


Praedium
Group 


Raith
Capital Partners 


Rialto
Capital Management 


Rialto
Capital Advisors LLC 


Rimrock
Capital Management LLC 


Rockpoint
Group 


Rockwood 


RREEF
Funds 


Square
Mile Capital Management


 






    C-1 


     


    

 


Starwood
Capital Group/Starwood Financial Trust 


The
Blackstone Group 


The
Carlyle Group 


Torchlight
Investors 


Walton
Street Capital, L.L.C. 


Westbrook
Partners 


WestRiver
Capital 


Wheelock
Street Capital 


Whitehall
Street Real Estate Fund, L.P.


 




    C-2 


     


    

 


EXHIBIT
D


 


UNANIMOUS
DECISIONS


 


Unanimous
Decisions:


 


		(i)	Any
                                         increase or decrease of the maximum term of the Mortgage Loan, other than as permitted
                                         in the Mortgage Loan Documents.



 


		(ii)	Any
                                         increase in the aggregate Mortgage Loan amount, other than as permitted in the Mortgage
                                         Loan Documents.



 


		(iii)	Any
                                         waiver, reduction, deferral or forgiveness of principal or interest for any portion of
                                         the Mortgage Loan.



 


		(iv)	Any
                                         increase or decrease in the interest rate for the Mortgage Loan, other than as permitted
                                         in the Mortgage Loan Documents.



 


		(v)	Any
                                         sale, transfer or encumbrance of any collateral for the Mortgage Loan or the underlying
                                         property, other than as permitted under the Mortgage Loan Documents.



 


		(vi)	Any
                                         release of the borrower or guarantor from any material liability or obligation under
                                         the Mortgage Loan Documents.



 


		(vii)	A
                                         release of material collateral for the Mortgage Loan, to the extent the lender has a
                                         consent right under the applicable Mortgage Loan Documents.



 


		(viii)	Any
                                         substitution of any property serving as collateral for the Mortgage Loan.



 






    D-1