Exhibit 4.20

 

 


EXECUTION VERSION


  


CO-LENDER
AGREEMENT




 


Dated
as of May 12, 2017



by and among




 


BANK
OF AMERICA, N.A.

(Initial Note 1 Holder)


 


and


 


BARCLAYS
BANK PLC

(Initial Note 2 Holder)


 


and


 


SOCIÉTÉ
GÉNÉRALE

(Initial Note 3 Holder)


 


and


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION

(Initial Note 4 Holder)


 


Del
Amo


 




     


    


    

 


TABLE
OF CONTENTS


 


Page


 





	Section
    1	Definitions	1
	Section 2	Servicing
    of the Mortgage Loan	16
	Section 3	Priority
    of Payments	21
	Section 4	Workout	24
	Section 5	Administration
    of the Mortgage Loan	25
	Section 6	Appointment
    of a Controlling Note Holder Representative and a Non- Controlling Note Holder Representative	27
	Section 7	Appointment
    of Special Servicer	31
	Section 8	Payment
    Procedure	32
	Section 9	Limitation
    on Liability of the Note Holders	33
	Section 10	Bankruptcy	33
	Section 11	Representations
    of the Note Holders	34
	Section 12	No
    Creation of a Partnership or Exclusive Purchase Right	34
	Section 13	Other
    Business Activities of the Note Holders	35
	Section 14	Sale
    of the Notes	35
	Section 15	Registration
    of the Notes and Each Note Holder	38
	Section 16	Governing
    Law; Waiver of Jury Trial	38
	Section 17	Submission
    To Jurisdiction; Waivers	39
	Section 18	Modifications	39
	Section 19	Successors
    and Assigns; Third Party Beneficiaries	39
	Section 20	Counterparts	40
	Section 21	Captions	40
	Section 22	Severability	40
	Section 23	Entire
    Agreement	40
	Section 24	Withholding
    Taxes	40
	Section 25	Custody
    of Mortgage Loan Documents	41
	Section 26	Cooperation
    in Securitization	42
	Section 27	Notices	44
	Section 28	Broker	44
	Section 29	Certain
    Matters Affecting the Agent	44
	Section 30	Termination
    and Resignation of Agent	44
	Section 31	Resizing	45







 






    i 


    


    

 


THIS
CO-LENDER AGREEMENT (this “Agreement”), dated as of May 12, 2017, by and among BANK OF AMERICA, N.A. (“BANA”
and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-1, Note A-1-2, Note A-1-3,
Note A-1-4, Note B-1-1, Note B-1-2, Note B-1-3, Note B-1-4, Note C-1, Note D-1 and Note E-1, the “Initial Note 1 Holder”,
and in its capacity as the initial agent, the “Initial Agent”), BARCLAYS BANK PLC (“Barclays”
and together with its successors and assigns in interest, in its capacity as initial owner of Note A-2-1, Note A-2-2, Note A-2-3,
Note A-2-4, Note B-2-1, Note B-2-2, Note B-2-3, Note B-2-4, Note C-2, Note D-2 and Note E-2, the “Initial Note 2 Holder”),
SOCIÉTÉ GÉNÉRALE (“SocGen” and together with its successors and assigns in interest,
in its capacity as initial owner of Note A-3-1, Note A-3-2, Note A-3-3, Note A-3-4, Note B-3-1, Note B-3-2, Note B-3-3, Note B-3-4,
Note C-3, Note D-3 and Note E-3, the “Initial Note 3 Holder”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB”
and together with its successors and assigns in interest, in its capacity as initial owner of Note A-4-1, Note A-4-2, Note A-4-3,
Note A-4-4, Note B-4-1, Note B-4-2, Note B-4-3, Note B-4-4, Note C-4, Note D-4 and Note E-4, the “Initial Note 4 Holder”
and, collectively with the Initial Note 1 Holder, Initial Note 2 Holder and Initial Note 3 Holder, the “Initial Note
Holders”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), BANA, Barclays, SocGen and WFB originated a certain loan (the “Mortgage
Loan”) described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the
mortgage loan borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced,
inter alia, by 44 Notes in the aggregate original principal amount of $585,000,000 made by the Mortgage Loan Borrower in
favor of the Initial Note Holders; and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”)
on certain real property located as described in the Mortgage Loan Agreement (collectively, the “Mortgaged Property”);
and


 


WHEREAS,
each Initial Note Holder desires to enter into this Agreement to memorialize the terms under which they, and their successors
and assigns, shall hold the Notes;


 


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


 


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


 


“A
Notes” shall mean each of Note A-1-1, Note A-1-2, Note A-1-3, Note A-1-4, Note A-2-1, Note A-2-2, Note A-2-3, Note A-2-4,
Note A-3-1, Note A-3-2, Note A-3-3, Note A-3-4, Note A-4-1, Note A-4-2, Note A-4-3 and Note A-4-4.


 






     


    


    

 


“Administrative
Advance” shall have the meaning given thereto in the Lead Securitization Servicing Agreement.


 


“Advance”
shall mean any Administrative Advance, P&I Advance or Servicing Advance.


 


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


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and after the Securitization
Date shall mean the Master Servicer.


 


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


 


“Agreement”
shall mean this Agreement between Note Holders, the exhibits and schedule hereto and all amendments hereof and supplements hereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Borrower
Affiliate” shall have the meaning set forth in the Lead Securitization Servicing Agreement; provided that in
the event that any Non-Controlling Note is securitized in a Securitization, the term ‘Borrower Affiliate” as used
in the definitions of “Non-Controlling Note Holder” and “Non-Controlling Note Holder Representative” shall
refer to a “Borrower Party” as defined in the related Non-Lead Securitization Servicing Agreement or such other analogous
term used in the related Non-Lead Securitization Servicing Agreement.


 






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“C
Notes” shall mean each of Note C-1, Note C-2, Note C-3 and Note C-4.


 


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


 


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


 


“Certificate
Administrator” shall mean Wells Fargo Bank, National Association or its successor in interest, or any successor Certificate
Administrator appointed as provided in the Lead Securitization Servicing Agreement. “Code” shall mean the Internal
Revenue Code of 1986, as amended.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Controlling
Class Representative” shall have the meaning assigned to the term “Directing Certificateholder” in the Lead
Securitization Servicing Agreement.


 


“Controlling
Note Holder” shall mean the Note A-1-1 Holder; provided that at any time Lead Securitization Notes are included
in the Lead Securitization, references to the “Controlling Note Holder” herein shall mean the holders of the majority
of the class of securities issued in the Lead Securitization designated as the “controlling class” or such other class(es)
otherwise assigned the rights to exercise the rights of the “Controlling Note Holder” under this Agreement or the
Lead Securitization Servicing Agreement, as and to the extent provided in the Lead Securitization Servicing Agreement; provided,
further, that if at any time 50% or more of the Lead Securitization Notes (or class of securities issued in the Lead Securitization
designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the


 






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rights
of the “Controlling Note Holder”) is held by a Borrower Affiliate, the Lead Securitization Notes (or the class of
securities issued in the Lead Securitization designated as the “controlling class” or such other class(es) otherwise
assigned the rights to exercise the rights of the “Controlling Note Holder”) shall not be entitled to exercise any
rights of the Controlling Note Holder under this Agreement or the Lead Securitization Servicing Agreement, as and to the extent
provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


“D
Notes” shall mean each of Note D-1, Note D-2, Note D-3 and Note D-4.


 


“Defaulted
Loan” shall mean “Specially Serviced Mortgage Loan” as defined in the Lead Securitization Servicing Agreement.


 


“Depositor”
shall mean Banc of America Merrill Lynch Large Loan, Inc.


 


“E
Notes” shall mean each of Note E-1, Note E-2, Note E-3 and Note E-4.


 


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


 


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


 


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


 


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


 


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


 


“Initial
Note 3 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial
Note 4 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


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


 


“Insolvency
Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or
any other insolvency, liquidation, reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action
for the dissolution of the Mortgage Loan Borrower, any proceeding (judicial or otherwise) concerning the


 






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application of the assets
of the Mortgage Loan Borrower for the benefit of its creditors, the appointment of or any proceeding seeking the appointment of
a trustee, receiver or other similar custodian for all or any substantial part of the assets of the Mortgage Loan Borrower or
any other action concerning the adjustment of the debts of the Mortgage Loan Borrower, the cessation of business by the Mortgage
Loan Borrower, except following a sale, transfer or other disposition of all or substantially all of the assets of the Mortgage
Loan Borrower in a transaction permitted under the Mortgage Loan Documents; provided, however, that following any
such permitted transaction affecting the title to the Mortgaged Property, the Mortgage Loan Borrower for purposes of this Agreement
shall be defined to mean the successor owner of the Mortgaged Property from time to time as may be permitted pursuant to the Mortgage
Loan Documents; provided, further, however, that for the purposes of this definition, in the event that more
than one entity comprises the Mortgage Loan Borrower, the term “Mortgage Loan Borrower” shall refer to any such entity.


 


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


 


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


 


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


 


“Lead
Securitization” shall mean the Securitization of the Lead Securitization Notes in a Securitization Trust to be designated
by the Initial Note A-1-1 Holder (in its capacity as Controlling Note Holder).


 


“Lead
Securitization Notes” shall mean the Note A-1-1, Note A-2-1, Note A-3-1, Note A-4-1, Note B-1-1, Note B-2-1, Note B-3-1,
Note B-4-1, the C Notes, the D Notes and the E Notes.


 


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


 


“Lead
Securitization Servicing Agreement” shall mean the trust and servicing agreement to be entered into in connection with
the Securitization of the Lead Securitization Notes and issuance of the Del Amo Fashion Center Trust 2017-AMO, Commercial Mortgage
Pass-Through Certificates, Series 2017-AMO, by and among (a) the Depositor, (b) the Master Servicer, (c) the Special Servicer,
(d) the Certificate Administrator, (e) the Trustee and (f) the Operating Advisor.


 


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


 


“Major
Decisions” shall have the meaning given to such term in the Lead Securitization Servicing Agreement.


 






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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of May 12, 2017, between Del Amo Fashion Center Operating Company,
L.L.C. and Del Amo Residual Operating Company, L.L.C., as Borrower, and BANA, Barclays, SocGen and WFB, collectively, as Lender,
as the same may be further amended, restated, supplemented or otherwise modified from time to time, subject to the terms hereof.


 


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


 


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


 


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


 


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


 


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


 


“Nonrecoverable
Advance” shall mean, (i) with respect to any Advances made by the Master Servicer or the Trustee under the Lead Securitization
Servicing Agreement, “Nonrecoverable Advance” as defined in the Lead Securitization Servicing Agreement, and (ii)
with respect to any P&I Advance made by a party to a Non-Lead Securitization Servicing Agreement, “Nonrecoverable Advance”
or any analogous term as defined in such Non-Lead Securitization Servicing Agreement.


 


“Non-Controlling
Notes” shall mean the Note A-1-2, Note A-1-3, Note A-1-4, Note A-2-2, Note A-2-3, Note A-2-4, Note A-3-2, Note A-3-3,
Note A-3-4, Note A-4-2, Note A-


 






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4-3, Note A-4-4, Note B-1-2, Note B-1-3, Note B-1-4, Note B-2-2, Note B-2-3, Note B-2-4, Note B-3-2,
Note B-3-3, Note B-3-4, Note B-4-2, Note B-4-3 and Note B-4-4.


 


“Non-Controlling
Note Holder” shall mean the Note Holder of any Non-Controlling Note; provided that with respect to each Non-Controlling
Note, at any time such Non-Controlling Note is included in a Securitization other than the Lead Securitization, references to
the “Non-Controlling Note Holder” herein shall mean the Non-Lead Securitization Subordinate Class Representative under
the related Non-Lead Securitization Servicing Agreement, as and to the extent provided in such Non-Lead Securitization Servicing
Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer)
has been given written notice; provided, further that if at any time 50% or more of any Non-Controlling Note (or
class of securities issued in any Non-Lead Securitization designated as the “controlling class” or such other class(es)
otherwise assigned the rights to exercise the rights of the “controlling class” under the related Non-Lead Securitization
Servicing Agreement) is held by a Borrower Affiliate, no such Note Holder or other Person shall be entitled to exercise any rights
of such Non-Controlling Note Holder under this Agreement or the related Non-Lead Securitization Servicing Agreement, as and to
the extent provided in the related Non-Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master
Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one party exercising
the rights of a “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement and, (x)
to the extent that the related Non-Lead Securitization Servicing Agreement assigns such rights to more than one party or (y) to
the extent a Non-Controlling Note is split into two or more New Notes pursuant to Section 31 or more than one Note in such Securitization,
for purposes of this Agreement, the Non-Lead Securitization Servicing Agreement or the holders of such New Notes shall designate
one party to deal with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
and provide written notice of such designation to the Lead Securitization Note Holder (and the Master Servicer and the Special
Servicer acting on its behalf); provided that, in the absence of such designation and notice, the Lead Securitization Note
Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which
it has received written notice as having been designated as the Non-Controlling Note Holder with respect to such Non-Controlling
Note Holder for all purposes of this Agreement. As of the date hereof and until further notice from the Non-Controlling Note Holder
(or the Non-Lead Master Servicer or another party acting on its behalf), the Initial Note Holder of each Non-Controlling Note
is the Non-Controlling Note Holder with respect to such Non-Controlling Note.


 


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


 






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


 


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


 


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


 


“Non-Lead
Asset Representations Reviewer” shall mean the “asset representations reviewer” under any Non-Lead Securitization
Servicing Agreement.


 


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


 


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


 


“Non-Lead
Securitization” shall mean a Securitization of any Non-Controlling Note in a Securitization Trust other than the Lead
Securitization.


 


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


 


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


 


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


 






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Securitization Servicing Agreement;
provided that in the event that no controlling class exists or no controlling class has any consent or consultation rights
pursuant to the terms of the related Non-Lead Securitization Servicing Agreement, the Non-Lead Securitization Subordinate Class
Representative shall be the Non-Lead Special Servicer for such Non-Lead Securitization and shall be entitled to exercise the rights
of the related Non-Lead Securitization Subordinate Class Representative under this Agreement or the related Non-Lead Securitization
Servicing Agreement, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement.


 


“Non-Lead
Securitization Trust” shall mean a Securitization Trust into which any Non-Controlling Note is deposited.


 


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


 


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


 


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


 


“Note”
shall mean each promissory note with the designation and original principal amount set forth below, each dated as of May 12, 2017,
made by the Mortgage Loan Borrower in favor of the Initial Note Holder set forth in the chart below, as such may be amended, modified
or supplemented.


 


	Note 
	 	Initial
                                         Note Holder
	 	Original
                                         Principal Balance

	Note
    A-1-1	 	BANA	 	$12,125,000
	Note
    A-1-2	 	BANA	 	$36,821,000
	Note
    A-1-3	 	BANA	 	$24,547,000
	Note
    A-1-4	 	BANA	 	$20,457,000
	Note
    A-2-1	 	Barclays	 	$12,125,000
	Note
    A-2-2	 	Barclays	 	$36,821,000
	Note
    A-2-3	 	Barclays	 	$24,547,000
	Note
    A-2-4	 	Barclays	 	$20,457,000
	Note
    A-3-1	 	SocGen	 	$12,125,000
	Note
    A-3-2	 	SocGen	 	$32,730,000
	Note
    A-3-3	 	SocGen	 	$28,638,000
	Note
    A-3-4	 	SocGen	 	$20,457,000
	Note
    A-4-1	 	WFB	 	$12,125,000
	Note
    A-4-2	 	WFB	 	$36,821,000
	Note
    A-4-3	 	WFB	 	$24,547,000
	Note
    A-4-4	 	WFB	 	$20,457,000
	Note
    B-1-1	 	BANA	 	$
    2,700,000
	Note
    B-1-2	 	BANA	 	$
    8,179,000
	Note
    B-1-3	 	BANA	 	$
    5,453,000
	Note
    B-1-4	 	BANA	 	$
    4,543,000
	Note
    B-2-1	 	Barclays	 	$
    2,700,000
	Note
    B-2-2	 	Barclays	 	$
    8,179,000
	Note
    B-2-3	 	Barclays	 	$
    5,453,000
	Note
    B-2-4	 	Barclays	 	$
    4,543,000
	Note
    B-3-1	 	SocGen	 	$
    2,700,000
	Note
    B-3-2	 	SocGen	 	$
    7,270,000
	Note
    B-3-3	 	SocGen	 	$
    6,362,000
	Note
    B-3-4	 	SocGen	 	$
    4,543,000
	Note
    B-4-1	 	WFB	 	$
    2,700,000
	Note
    B-4-2	 	WFB	 	$
    8,179,000
	Note
    B-4-3	 	WFB	 	$
    5,453,000
	Note
    B-4-4	 	WFB	 	$
    4,543,000
	Note
    C-1	 	BANA	 	$15,650,000



 






    9


     


    

 


	Note
    C-2	 	Barclays	 	$15,650,000
	Note
    C-3	 	SocGen	 	$15,650,000
	Note
    C-4	 	WFB	 	$15,650,000
	Note
    D-1	 	BANA	 	$10,775,000
	Note
    D-2	 	Barclays	 	$10,775,000
	Note
    D-3	 	SocGen	 	$10,775,000
	Note
    D-4	 	WFB	 	$10,775,000
	Note
    E-1	 	BANA	 	$
    5,000,000
	Note
    E-2	 	Barclays	 	$
    5,000,000
	Note
    E-3	 	SocGen	 	$
    5,000,000
	Note
    E-4	 	WFB	 	$
    5,000,000


 


“Note
A Holder” shall mean with regards to any A Note, the Initial Note Holder or any subsequent holder of such A Note, as
applicable.


 


“Note
B Holder” shall mean with regards to any B Note, the Initial Note Holder or any subsequent holder of such B Note, as
applicable.


 


“Note
C Holder” shall mean with regards to any C Note, the Initial Note Holder or any subsequent holder of such C Note, as
applicable.


 


“Note
D Holder” shall mean with regards to any D Note, the Initial Note Holder or any subsequent holder of such D Note, as
applicable.


 


“Note
E Holder” shall mean with regards to any E Note, the Initial Note Holder or any subsequent holder of such E Note, as
applicable.


 


“Note
Holder” shall mean with regards to any Note, the Initial Note Holder or any subsequent holder of such Note, as applicable.


 


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


 


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


 


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


 


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


 


“P&I
Advance” shall mean an advance made by (a) a party to the Lead Securitization Servicing Agreement in respect of a delinquent
monthly debt service payment on the Lead Securitization Note or (b) a party to any Non-Lead Securitization Servicing Agreement
in respect of a delinquent monthly debt service payment on the related Non-Controlling Note.


 


“Permitted
Fund Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached
hereto and made a part hereof or any other nationally-recognized manager of investment funds investing in debt or equity interests


 






    10


     


    

 


relating to commercial real estate, (ii) investing through a fund with total assets of at least $3,000,000,000 and committed capital
of at least $1,500,000,000 and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief
of debtors.


 


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


 


“Pro
Rata and Pari Passu Basis” shall mean (i) with respect to the A Notes and the Note A Holders, the allocation of any
particular payment, collection, cost, expense, liability or other amount among such A Notes or such Note A Holders, as the case
may be, without any priority of any such A Note or any such Note A Holder over another such A Note or Note A Holder, as the case
may be, and in any event such that each A Note or Note A Holder, as the case may be, is allocated its respective Pro Rata Share
of such particular payment, collection, cost, expense, liability or other amount, (ii) with respect to the B Notes and the Note
B Holders, the allocation of any particular payment, collection, cost, expense, liability or other amount among such B Notes or
such Note B Holders, as the case may be, without any priority of any such B Note or any such Note B Holder over another such B
Note or Note B Holder, as the case may be, and in any event such that each B Note or Note B Holder, as the case may be, is allocated
its respective Pro Rata Share of such particular payment, collection, cost, expense, liability or other amount, (iii) with respect
to the C Notes and the Note C Holders, the allocation of any particular payment, collection, cost, expense, liability or other
amount among such C Notes or such Note C Holders, as the case may be, without any priority of any such C Note or any such Note
C Holder over another such C Note or Note C Holder, as the case may be, and in any event such that each C Note or Note C Holder,
as the case may be, is allocated its respective Pro Rata Share of such particular payment, collection, cost, expense, liability
or other amount, (iv) with respect to the D Notes and the Note D Holders, the allocation of any particular payment, collection,
cost, expense, liability or other amount among such D Notes or such Note D Holders, as the case may be, without any priority of
any such D Note or any such Note D Holder over another such D Note or Note D Holder, as the case may be, and in any event such
that each D Note or Note D Holder, as the case may be, is allocated its respective Pro Rata Share of such particular payment,
collection, cost, expense, liability or other amount, and (v) with respect to the E Notes and the Note E Holders, the allocation
of any particular payment, collection, cost, expense, liability or other amount among such E Notes or such Note E Holders, as
the case may be, without any priority of any such E Note or any such Note E Holder over another such E Note or Note E Holder,
as the case may be, and in any event such that each E Note or Note E Holder, as the case may be, is allocated its respective Pro
Rata Share of such particular payment, collection, cost, expense, liability or other amount.


 


“Pro
Rata Share” shall mean (a) with respect to each A Note and the Note A Holder of such A Note, a fraction, expressed as
a percentage, the numerator of which is the Note Principal Balance of such A Note and the denominator of which is the sum of the
Note Principal Balance of all of the A Notes, (b) with respect to each B Note and the Note Holder of such B Note, a fraction,
expressed as a percentage, the numerator of which is the Note Principal Balance of such B Note and the denominator of which is
the sum of the Note Principal Balance of all of the B Notes, (c) with respect to each C Note and the Note Holder of such C Note,
a fraction, expressed as a percentage, the numerator of which is the Note Principal Balance of such C Note and the denominator
of which is the sum of the Note Principal Balance of all of the C Notes, (d) with respect to each D Note and the Note Holder of
such D Note, a fraction, expressed as a


 






    11


     


    

 


percentage, the numerator of which is the Note Principal Balance of such D Note and the
denominator of which is the sum of the Note Principal Balance of all of the D Notes, and (e) with respect to each E Note and the
Note Holder of such E Note, a fraction, expressed as a percentage, the numerator of which is the Note Principal Balance of such
E Note and the denominator of which is the sum of the Note Principal Balance of all of the E Notes.


 


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


 


(a)           an
entity Controlled (as defined below) by, under common Control with or that Controls any of the Initial Note Holders, or


 


(b)           one
or more of the following:


 


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


 


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


 


(iii)        a
Qualified Trustee in connection with (a) a securitization of, (b) the creation of collateralized debt obligations or collateralized
loan obligations (“CDO”) secured by, or (c) a financing through an “owner trust” of, a Note or
any interest therein (any of the foregoing, a “Securitization Vehicle”), provided that (1) one or more
classes of securities issued by such Securitization Vehicle is initially rated at least investment grade by each of the Rating
Agencies that assigned a rating to one or more classes of securities issued in connection with a Securitization; (2) in the case
of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle has a Required Special Servicer
Rating or is otherwise subject to Rating Agency Confirmations from the Rating Agencies rating each Securitization (such entity,
an “Approved Servicer”) and such Approved Servicer is required to service and administer such Note or any interest
therein in accordance with servicing arrangements for the assets held by the Securitization Vehicle which require that such Approved
Servicer act in accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person;
or (3) in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust
Vehicle that is not administered and managed by a CDO Asset Manager which is a Qualified Institutional Lender, are each a Qualified
Institutional Lender under clauses (i), (ii), (iv) or (v) of this definition, or


 






    12


     


    

 


(iv)        an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $1,500,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified Institutional Lender
under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities referred to in clause (i)
or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager responsible for
the day-to-day management and operation of such investment vehicle and provided that at least 50% of the equity interests
in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Institutional
Lenders, or


 


(v)         an
institution substantially similar to any of the foregoing, and


 


in
the case of any entity referred to in clause (b)(i), (ii), (iii), (iv)(B) or (v) of this definition, (x) such entity has at least
$1,500,000,000 in capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory firm, asset
manager or similar fiduciary) and at least $3,000,000,000 in total assets (in name or under management), and (y) is regularly
engaged in the business of making or owning commercial real estate loans (or interests therein) similar to the Mortgage Loan (or
mezzanine loans with respect thereto) or owning or operating commercial real estate properties; provided that, in the case
of the entity described in clause (iv)(B) above, the requirements of this clause (y) may be satisfied by a general partner, managing
member, or the fund manager responsible for the day-to-day management and operation of such entity; or


 


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


 


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


 


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


 






    13


     


    

 


“Rating
Agency Confirmation” shall mean following a Securitization with respect to any matter, confirmation in writing (which
may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified
will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class
of certificates (if then rated by the Rating Agency); provided that a written waiver or other acknowledgment from the Rating
Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to
satisfy the requirement for the Rating Agency Confirmation from each Rating Agency with respect to such matter and after a Securitization,
the meaning given thereto or any analogous term in the Lead Securitization Servicing Agreement (with respect to Rating Agency
Confirmations to be obtained from Rating Agencies rating the Lead Securitization) or any Non-Lead Securitization Servicing Agreement
(with respect to Rating Agency Confirmations to be obtained from Rating Agencies rating such Non-Lead Securitization), including
any deemed Rating Agency Confirmation.


 


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


 


“Regulation
AB” shall mean subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125,
as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Securities
and Exchange Commission or by the staff of the Securities and Exchange Commission, or as may be provided by the Securities and
Exchange Commission or its staff from time to time.


 


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


 


“Required
Special Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more loans included
in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the
date of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as
special servicer of such commercial mortgage loans, (iv) in the case of Morningstar, either (a) the applicable replacement has
a special servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by
Morningstar, is currently acting as a special servicer on a deal or transaction-level basis for all or a significant portion of
the related mortgage loans in other CMBS transactions rated by any of S&P, Moody’s, Morningstar, Fitch, DBRS or KBRA
and the trustee does not have actual knowledge that Morningstar has, and the replacement special servicer certifies that Morningstar
has not, with respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating or ratings on one or more
classes of such CMBS transaction citing servicing concerns of the applicable replacement as the sole or a material factor in such
rating action, (v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the sole or a material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination,
and (vi) in the case of DBRS, such special servicer is currently acting


 






    14


     


    

 


as special servicer for one or more loans included in
a commercial mortgage loan securitization that is rated by DBRS, and DBRS has not downgraded or withdrawn the then-current rating
on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation
of such special servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement
on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by
such special servicer prior to the time of determination.


 


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


 


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


 


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


 


“SEC”
shall mean the U.S. Securities and Exchange Commission.


 


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


 


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


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which any Notes are held.


 


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


 


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


 


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


 


“Servicing
Advance” shall means “Property Protection Advances” as defined in the Lead Securitization Servicing Agreement.


 


“Servicing
Standard” shall mean “Accepted Servicing Practices” as defined in the Lead Securitization Servicing Agreement.


 






    15


     


    

 


“Servicing
Fee Rate” shall have the meaning given thereto in the Lead Securitization Servicing Agreement (or other analogous term
under the Lead Securitization Servicing Agreement).


 


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


 


“Special
Servicer” shall mean Cohen Financial, a Division of SunTrust Bank, or its successor in interest, or any successor Special
Servicer appointed as provided in the Lead Securitization Servicing Agreement and this Agreement.


 


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


 


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


 


“Trust
Fund Expenses” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


 


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


 


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


 


Section
2.           Servicing of the Mortgage Loan.


 


(a)           Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and
after the Securitization Date pursuant to the Lead Securitization Servicing Agreement; provided that the Master Servicer
shall not be obligated to make P&I Advances in respect of any Non-Controlling Note if such principal or interest is not paid
by the Mortgage Loan Borrower but shall be obligated to make Servicing Advances and Administrative Advances, subject to the terms
of the Lead Securitization Servicing Agreement including any provisions governing the determination of non-recoverability. Each
Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization
and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s
expense, to effect such Securitization. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably
and unconditionally consents to the appointment of the Master Servicer, the


 






    16


     


    

 


Special Servicer, the Certificate Administrator, the
Trustee and the Operating Advisor under the Lead Securitization Servicing Agreement by the Depositor as each such party may be
replaced pursuant to the terms of the Lead Securitization Servicing Agreement and agrees to reasonably cooperate with the Master
Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization
Servicing Agreement. Each Note Holder hereby irrevocably appoints the Master Servicer, the Special Servicer and the Trustee in
the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to
the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject
at all times to the rights of the Note Holder set forth herein and in the Lead Securitization Servicing Agreement). In no event
shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note Holder against any other
Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder; however, this statement
shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall
be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage Loan in accordance with the Servicing
Standard, the terms of the Mortgage Loan Documents, this Agreement, the Lead Securitization Servicing Agreement and applicable
law, shall provide information to each Non-Lead Servicer to enable such Non-Lead Servicer to perform its servicing duties under
the related Non-Lead Securitization Servicing Agreement and shall not take any action or refrain from taking any action or follow
any direction inconsistent with the foregoing.


 


At
any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note
Holders agree to cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note
Holders, pursuant to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing
Agreement (including, without limitation, all applicable provisions relating to delivery of information and reports necessary
for any Non-Lead Securitization to comply with any applicable reporting requirements under the Exchange Act) and all references
herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement; provided,
however, that if any Non-Controlling Note is in a Securitization, then a Rating Agency Confirmation shall have been obtained
from each Rating Agency with respect to such subsequent servicing agreement, if applicable; provided, further, however,
that until a replacement servicing agreement has been entered into, the Lead Securitization Note Holder shall cause the Mortgage
Loan to be serviced pursuant to the provisions of the Lead Securitization Servicing Agreement as if such agreement was still in
full force and effect with respect to the Mortgage Loan, by the Servicer in the Lead Securitization or by any Person appointed
by the Lead Securitization Note Holder that is a master servicer meeting the requirements of the Lead Securitization Servicing
Agreement and a special servicer meeting the Required Special Servicer Rating; provided, however, the Servicer shall
have no obligation to make any P&I Advances on the Lead Securitization Notes.


 


(b)          The
Master Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent provided
in the Lead Securitization Servicing Agreement) (i) shall be required to make Servicing Advances and Administrative Advances with
respect to the Mortgage Loan, subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, and (ii)
may be required to make P&I Advances on


 






    17


     


    

 


the Lead Securitization Notes, if and to the extent provided in the Lead Securitization
Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled
to reimbursement for any Advance and interest thereon and Trust Fund Expenses in accordance with the terms of the Lead Securitization
Servicing Agreement and this Agreement.


 


Each
Non-Controlling Note Holder agrees to indemnify (i) (as and to the same extent the Lead Securitization Trust is required to indemnify
each of the following parties in respect of the Mortgage Loan pursuant to the terms of the Lead Securitization Servicing Agreement)
each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor
(and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified
parties in the Lead Securitization Servicing Agreement in respect of the Mortgage Loan) and (ii) the Lead Securitization Trust
(such parties in clause (i) and the Lead Securitization Trust, collectively, the “Indemnified Parties”) against
any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees
and expenses incurred in connection with the servicing and administration of the Mortgage Loan and the Mortgaged Property (or,
with respect to the Operating Advisor, incurred in connection with the provision of services for the Mortgage Loan) under the
Lead Securitization Servicing Agreement (collectively, the “Indemnified Items”), in accordance with the next
paragraph.


 


Each
Non-Controlling Note Holder agrees to pay its Pro Rata Share of (i) any Servicing Advances or Administrative Advances and any
interest accrued and payable on such Advances at the Advance Rate (as defined in the Lead Securitization Servicing Agreement)
and (ii) any Trust Fund Expenses and any other fees, costs or expenses incurred in connection with the servicing and administration
of the Mortgage Loan (including, without, limitation, any Indemnified Items and any costs, fees and expenses related to obtaining
any Rating Agency Confirmation) in accordance with the Lead Securitization Servicing Agreement and this Agreement to the extent
that such amounts remain unpaid or unreimbursed after funds received from the Mortgage Loan Borrower for payment of such amounts
and any principal and interest collections allocable to the E Notes, D Notes and C Notes have been applied to pay such amounts
(it being understood that the Pro Rata Share payable by each Non-Controlling Note Holder under this paragraph would be determined
allocating such Servicing Advances, Administrative Advances, interest accrued and payable on such Advances, Trust Fund Expenses,
and/or other fees, costs or expenses, as the case may be, first to the E Notes, then to the D Notes, then to the C Notes, then
to the B Notes and then to the A Notes in that order).


 


Following
a Securitization of a Non-Controlling Note, in the event that (A) the Master Servicer or the Special Servicer has determined that
there has been a receipt of all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds in respect of the Mortgage
Loan or the Mortgaged Property after the final liquidation or disposition of the Mortgage Loan or the Mortgaged Property and (B)
such Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds are insufficient for reimbursement of (i) any Servicing
Advances or Administrative Advances and any interest accrued and payable on such Advances at the Advance Rate (as defined in the
Lead Securitization Servicing Agreement), (ii) the Indemnified Items and (iii) any other Trust Fund Expenses and any other fees,
costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan (including,


 






    18


     


    

 


without, limitation,
any fees, costs and expenses related to obtaining any Rating Agency Confirmation), such Non-Controlling Note Holder shall be required
to, promptly following notice from the Master Servicer or the Special Servicer, pay the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor or the Lead Securitization Trust, as applicable, such Non-Controlling
Note Holder’s pro rata share of the insufficiency (which shall be determined based on the original principal balance
of each Note and after allocating such Servicing Advances, Administrative Advances, interest accrued and payable on such Advances,
Trust Fund Expenses, and/or other fees, costs or expenses, as the case may be, first to the E Notes, then to the D Notes, then
to the C Notes, then to the B Notes and then to the A Notes, in that order) from general collections on the other mortgage loans
in the related Non-Lead Securitization Trust.


 


For
the avoidance of doubt, no Non-Controlling Holder shall be required to use general collections on the other mortgage loans in
the related Non-Lead Securitization Trust to reimburse any P&I Advances or any Nonrecoverable Advances that are P&I Advances
on the Lead Securitization Notes or any interest accrued and payable on such P&I Advances and Nonrecoverable Advances that
are P&I Advances.


 


The
master servicer or the trustee under the Securitization of any Non-Controlling Note (each, a “Non-Lead Master Servicer”)
may be required to make P&I Advances on such Non-Controlling Note, from time to time, subject to the terms of the servicing
agreement for the related Securitization (each such agreement, a “Non-Lead Securitization Servicing Agreement”).
The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determination
with respect to a P&I Advance to be made on the Lead Securitization Notes based on the information that they have on hand
and in accordance with the Lead Securitization Servicing Agreement. The Non-Lead Master Servicer and the special servicer and
the trustee under any Non-Lead Securitization Servicing Agreement (respectively, a “Non-Lead Special Servicer”
and a “Non-Lead Trustee”), as applicable, shall be entitled to make their own recoverability determination
with respect to a P&I Advance to be made on the Non-Controlling Note based on the information that they have on hand and in
accordance with such Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and any
Non-Lead Master Servicer and any Non-Lead Trustee, as applicable, shall be required to notify the others of the amount of its
P&I Advance within two (2) Business Days of making such advance. If the Master Servicer, the Special Servicer or the Trustee,
as applicable (with respect to the Lead Securitization Note) or a Non-Lead Master Servicer, a Non-Lead Special Servicer or a Non-Lead
Trustee, as applicable (with respect to a Non-Controlling Note), determines that a proposed P&I Advance, if made, would be
a Nonrecoverable Advance or an outstanding P&I Advance is or would be a Nonrecoverable Advance, or if the Master Servicer,
the Special Servicer or the Trustee, as applicable, subsequently determines that a proposed Servicing Advance would be a Nonrecoverable
Advance or an outstanding Servicing Advance is or would be a Nonrecoverable Advance, then the Master Servicer or the Trustee (as
provided in the Lead Securitization Servicing Agreement, in the case of a determination of non-recoverability by the Master Servicer,
the Special Servicer or the Trustee) or such Non-Lead Master Servicer or such Non-Lead Trustee (as provided in the related Non-Lead
Securitization Servicing Agreement, in the case of a determination of non-recoverability by the Non-Lead Master Servicer, the
Non-Lead Special Servicer or the Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or such Non-Lead Master Servicer
and


 






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such Non-Lead Trustee, as the case may be, within two (2) Business Days of making such determination.


 


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


 


(i)            any
Servicing Advances (and advance interest thereon), Administrative Advances (and advance interest thereon) and any Trust Fund Expenses
(including Indemnified Items) relating to servicing and administration of the Mortgage Loan and the Mortgaged Property, including
without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Mortgage Loan will be
paid in accordance with Sections 2(b) and 3 of this Agreement and the Lead Securitization Servicing Agreement;


 


(ii)           following
the final liquidation or disposition of the Mortgage Loan or the Mortgaged Property, the related Non-Lead Master Servicer will
be required to pay insufficiencies with respect to reimbursements of the amounts described in clause (i) above, from general collections
in accordance with Section 2(b) of this Agreement;


 


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


 


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


 


(d)           In
the event that any filing is required to be made by the Depositor or any Non-Lead Depositor under the Lead Securitization Servicing
Agreement or the related Non-Lead Securitization Servicing Agreement, as applicable, in order to comply with the Depositor’s
or such Non-Lead Depositor’s requirement under the Exchange Act, the related Non-Controlling Note Holder (including the
related Non-Lead Depositor and related Non-Lead Trustee) or the Lead Securitization Note Holder (including the Depositor, the
Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor), as applicable, shall
use commercially reasonable efforts to timely comply with any such filing.


 






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(e)           Each
Non-Controlling Note Holder shall give each of the parties to the Lead Securitization Servicing Agreement (if such party will
not also be a party to the Non-Lead Securitization Servicing Agreement) a written notice (which may be by e-mail) of the Non-Lead
Securitization and the related Non-Lead Securitization Date prior to or promptly following the related Non-Lead Securitization
Date. Such notice shall contain contact information for each of the parties to the Non-Lead Securitization Servicing Agreement.
In addition, after the Non-Lead Securitization Date, such Non-Controlling Note Holder shall send an electronic copy of the Non-Lead
Securitization Servicing Agreement to each of the parties to the Lead Securitization Servicing Agreement (if such party is not
also a party to the Non-Lead Securitization Servicing Agreement and a copy of the Non-Lead Securitization Servicing Agreement
was not previously provided to such party).


 


(f)            Appraisal
Reduction Amounts with respect to the Mortgage Loan shall be allocated, first, to the E Notes, on a Pro Rata and Pari Passu Basis,
up to the full outstanding principal balance thereof, then to the D Notes, on a Pro Rata and Pari Passu Basis, up to the full
outstanding principal balance thereof, then to the C Notes, on a Pro Rata and Pari Passu Basis, up to the full outstanding principal
balance thereof, then to the B Notes, on a Pro Rata and Pari Passu Basis, up to the full outstanding principal balance thereof,
and then to the A Notes, on a Pro Rata and Pari Passu Basis, up to the full outstanding principal balance thereof.


 


(g)           If
a Non-Controlling Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing Agreement,
the Master Servicer, the Special Servicer and the Trustee and the Certificate Administrator shall reasonably cooperate with such
Non-Lead Asset Representations Reviewer in connection with such Asset Review by providing such Non-Lead Asset Representations
Reviewer with any documents reasonably requested by such Non-Lead Asset Representations Reviewer, but only to the extent that
such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator
as the case may be, and are not in the possession of the Non-Lead Asset Representations Reviewer, Non-Lead Master Servicer, Non-Lead
Special Servicer or custodian under the related Non-Lead Securitization Servicing Agreement.


 


Section
3.           Priority of Payments.


 


(a)           So
long as no Event of Default has occurred and is continuing, any collections received in respect of the Mortgage Loan or the Mortgaged
Property will be applied to the Notes in accordance with the Mortgage Loan Agreement and the Lead Securitization Servicing Agreement.


 


(b)       
   If an Event of Default has occurred and is continuing, all amounts collected by or on behalf of the Lead
Securitization Trust in respect of the Mortgage Loan or the Mortgaged Property, including without limitation, Liquidation
Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied in the following order of priority:


 


(i)             first,
to reimburse the Master Servicer and the Trustee for any unreimbursed Nonrecoverable Advances that are Servicing Advances and
Administrative Advances relating to the Mortgage Loan and the Mortgaged Property and interest thereon at the Advance Rate;


 






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(ii)           second,
to first reimburse the Note A Holders for any unreimbursed Nonrecoverable Advances that are P&I Advances on the A Notes and
interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note B Holders for any Nonrecoverable
Advances that are P&I Advances on the B Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis,
then to reimburse the Note C Holders for any Nonrecoverable Advances that are P&I Advances on the C Notes and interest thereon
at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note D Holders for any Nonrecoverable Advances
that are P&I Advances on the D Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to
reimburse the Note E Holders for any Nonrecoverable Advances that are P&I Advances on the E Notes and interest thereon at
the Advance Rate, on a Pro Rata and Pari Passu Basis;


 


(iii)          third,
to reimburse or pay the Master Servicer, the Trustee for any unreimbursed Servicing Advances and Administrative Advances relating
to the Mortgage Loan and the Mortgaged Property plus interest accrued thereon at the Advance Rate and any Trust Fund Expenses,
including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Mortgage Loan;


 


(iv)           fourth,
to pay to the Note A Holders accrued and unpaid interest on the A Notes (other than Default Interest) that was not included in
the amount of P&I Advances on the A Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis;


 


(v)            fifth,
to pay to the Note A Holders any interest accrued on P&I Advances on the A Notes on a Pro Rata and Pari Passu Basis;


 


(vi)          sixth,
to pay to the Note A Holders the Note Principal Balance of the A Notes due and payable on a Pro Rata and Pari Passu Basis
until their Note Principal Balances have been reduced to zero;


 


(vii)         seventh,
to pay to the Note B Holders accrued and unpaid interest on the B Notes (other than Default Interest) that was not included in
the amount of P&I Advances on the B Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis;


 


(viii)        eighth,
to pay to the Note B Holders any interest accrued on P&I Advances on the B Notes on a Pro Rata and Pari Passu Basis;


 


(ix)          ninth,
to pay to the Note B Holders the Note Principal Balance of the B Notes due and payable on a Pro Rata and Pari Passu Basis until
their Note Principal Balances have been reduced to zero;


 


(x)           
tenth, to pay to the Note C Holders accrued and unpaid interest on the C Notes (other than Default Interest) that was not
included in the amount of P&I Advances on the C Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari
Passu Basis;


 






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 (xi)          eleventh,
to pay to the Note C Holders any interest accrued on P&I Advances on the C Notes on a Pro Rata and Pari Passu Basis;


 


(xii)          twelfth,
to pay to the Note C Holders the Note Principal Balance of the C Notes due and payable on a Pro Rata and Pari Passu Basis
until their Note Principal Balances have been reduced to zero;


 


(xiii)         thirteenth,
to pay to the Note D Holders accrued and unpaid interest on the D Notes (other than Default Interest) that was not included in
the amount of P&I Advances on the D Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis;


 


(xiv)         fourteenth,
to pay to the Note D Holders any interest accrued on P&I Advances on the D Notes on a Pro Rata and Pari Passu Basis;


 


(xv)          fifteenth,
to pay to the Note D Holders the Note Principal Balance of the D Notes due and payable on a Pro Rata and Pari Passu Basis until
their Note Principal Balances have been reduced to zero;


 


(xvi)         sixteenth,
to pay to the Note E Holders accrued and unpaid interest on the E Notes (other than Default Interest) that was not included in
the amount of P&I Advances on the E Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis;


 


(xvii)        seventeenth,
to pay to the Note E Holders any interest accrued on P&I Advances on the E Notes on a Pro Rata and Pari Passu Basis;


 


(xviii)       eighteenth,
to pay to the Note E Holders the Note Principal Balance of the E Notes due and payable on a Pro Rata and Pari Passu Basis until
their Note Principal Balances have been reduced to zero;


 


(xix)         nineteenth,
to pay the Master Servicer or the Special Servicer any amounts to be applied to the payment of, or escrowed for the future payment
of, real estate taxes, assessments and insurance premiums and similar items;


 


(xx)          twentieth,
to fund any other reserves to the extent then required to be held in escrow;


 


(xxi)         twenty
first, to pay to the Note A Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable
in respect of the A Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note B Holders any Yield Maintenance Premium
and Yield Maintenance Default Premium then due and payable in respect of the B Notes, on a Pro Rata and Pari Passu Basis, then
to pay to the Note C Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect
of the C Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note D Holders any Yield Maintenance Premium and Yield
Maintenance Default Premium then due and payable in respect of the D Notes, on a Pro Rata and Pari Passu Basis, and then to pay
to the Note E Holders any Yield Maintenance Premium and


 






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Yield Maintenance Default Premium then due and payable in respect of the
E Notes, on a Pro Rata and Pari Passu Basis;


 


(xxii)        twenty
second, to pay to the Master Servicer or the Special Servicer Default Interest and late payment charges then due and owing
under the Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement;


 


(xxiii)       twenty
third, to pay the Master Servicer or the Special Servicer any additional servicing compensation that the Master Servicer or
the Special Servicer is entitled receive under the Lead Securitization Servicing Agreement; and


 


(xxiv)       twenty
fourth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in
accordance with the foregoing clauses (i)-(xxiii), any remaining amount shall be paid pro rata to the Note Holders based
on the initial principal balances of the Notes held by such Note Holders;


 


provided
that it is being understood and agreed that the priority of payment set forth above is solely for purposes of allocating collections
on the Mortgage Loan or the Mortgaged Property (net of any reimbursement or payment of Advances or Trust Fund Expenses relating
to the Mortgage Loan or Mortgaged Property to the extent provided above) to each Note and that any amounts payable to or allocable
to the Lead Securitization Notes in respect of interest, principal, Default Interest and interest on P&I Advances will be
subject to the terms of the Lead Securitization Servicing Agreement and will not otherwise affect the reimbursement rights of
the Master Servicer, the Special Servicer or the Trustee thereunder.


 


Notwithstanding
anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received
with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable
Mortgage and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted
by such REMIC Provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based
solely on real property and excluding any personal property and going concern value).


 


Section
4.           Workout. Notwithstanding anything to the contrary
contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation
to act in accordance with the Servicing Standard, if the Lead Securitization Note Holder, or any Servicer, in connection with
a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the
Mortgage Loan is decreased, (ii) the Interest Rate is reduced, (iii) payments of interest or principal on any Note are
waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such
modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the
sequential order of payment of principal and interest on the Notes as set forth in the Mortgage Loan Agreement in effect as
of the date of this Agreement and the priority of payment set forth in Section 3, and the full economic effect of all
waivers, reductions or deferrals of amounts due on the Mortgage Loan


 






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attributable to such workout shall be borne, first, by the Note E Holders, on a Pro Rata and Pari Passu
Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued
interest thereon at the Note Rate and any other amounts due to each Note E Holder, as applicable), and then, by the Note D Holders,
on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at
the Note Rate and any other amounts due to each Note D Holder, as applicable), then, by the Note C Holders, on a Pro Rata and
Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and
any other amounts due to each Note C Holder, as applicable), and then, by the Note B Holders, on a Pro Rata and Pari Passu Basis
(up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts
due to each Note B Holder, as applicable), and then, by the Note B Holders, on a Pro Rata and Pari Passu Basis (up to their respective
Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder,
as applicable), and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances,
together with accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable).


 


Section
5.           Administration of the Mortgage Loan.


 


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


 






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Upon
the Mortgage Loan becoming a Specially Serviced Mortgage Loan, each Non-Controlling Note Holder hereby acknowledges the right
and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note
Holder) to sell the Non-Controlling Notes together with the Lead Securitization Notes as notes evidencing one whole loan in accordance
with the terms of the Lead Securitization Servicing Agreement. In connection with any such sale, the Special Servicer shall be
required to sell the Non-Controlling Notes together with the Lead Securitization Notes in the manner set forth in the Lead Securitization
Servicing Agreement.


 


Notwithstanding
the foregoing, the Special Servicer shall not be permitted to sell the Mortgage Loan if such loan becomes a Defaulted Loan without
the written consent of each Non-Controlling Note Holder (provided that such consent is not required if such Non-Controlling
Note Holder is a Borrower Affiliate) unless the Special Servicer has delivered to such Non-Controlling Note Holder: (a) at least
15 Business Days prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10 days prior to the
proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the Special
Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent
appraisal for the Mortgage Loan, and any documents in the servicing file reasonably requested by such Non-Controlling Note Holder
that are material to the price of the Mortgage Loan; and (d) until the sale is completed, and a reasonable period of time (but
no less time than is afforded to other offerors) prior to the proposed sale date, all information and other documents being provided
to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection
with the proposed sale; provided that the Non-Controlling Note Holder may waive any of the delivery or timing requirements
described in this sentence. Subject to the terms of the Lead Securitization Servicing Agreement, each Non-Controlling Note Holder
(or the related Non-Controlling Note Holder Representative) shall be permitted to submit an offer at any sale of the Mortgage
Loan unless such Person is a Borrower Affiliate.


 


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


 


The
authority of the Lead Securitization Note Holder to sell any Non-Controlling Note, and the obligations of each Non-Controlling
Note Holder to execute and deliver instruments or deliver the related Non-Controlling Note upon request of the Lead Securitization
Note Holder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which the Lead Securitization
is terminated in accordance with its terms.


 






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


 


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


 


Anything
herein or in the Lead Securitization Servicing Agreement to the contrary notwithstanding, in the event that one of the Notes is
included in a REMIC and another Note is not, such other Note Holder shall not be required to reimburse any Note Holder or any
other Person for payment of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating


 






    27


     


    

 


to the administration of
such REMIC or to any determination respecting the amount, payment or avoidance of any tax under such REMIC or (iii) any advances
for any of the foregoing or any interest thereon or for deficits in other items of disbursement or income resulting from the use
of funds for payment of any such taxes, costs or expenses or advances, nor shall any disbursement or payment otherwise distributable
to the other Note Holders be reduced to offset or make-up any such payment or deficit.


 


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


 


(a)         The
Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights
and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling
Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling
Note Holder Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising its various
rights set forth in the Lead Securitization Servicing Agreement and elsewhere in this Agreement, the Controlling Note Holder may,
at its option, in each case, act through the Controlling Note Holder Representative. The Controlling Note Holder Representative
may be any Person (other than a Borrower Affiliate), including, without limitation, the Controlling Note Holder, any officer or
employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other unrelated third party. No such
Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling
Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under this Agreement or the Lead Securitization
Servicing Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder.
No Servicer, Operating Advisor, Trustee or Certificate Administrator acting on behalf of the Lead Securitization Note Holder shall
be required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified
each Servicer, Operating Advisor, Trustee and Certificate Administrator of such appointment and, if the Controlling Note Holder
Representative is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides each
Servicer, Operating Advisor, Trustee and Certificate Administrator with written confirmation of its acceptance of such appointment
(and such parties will be entitled to rely on such notice), an address and facsimile number for the delivery of notices and other
correspondence and a list of officers or employees of such Person with whom the parties to this Agreement may deal (including
their names, titles, work addresses and facsimile numbers). The Controlling Note Holder shall promptly deliver such information
to each Servicer, Operating Advisor, Trustee and Certificate Administrator.


 


(b)         Neither
any Non-Controlling Note Holder Representative nor any Non-Controlling Note Holder will have any liability to the other Note Holders
or any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the
failure to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment,
absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence. The Non-Controlling
Note Holder Representative with respect to each Non-Controlling Note, as of the date of this Agreement and


 






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until the Lead Securitization
Note Holder (and the Master Servicer and the Special Servicer) is notified otherwise, shall be the related Initial Note Holder.


 


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


 


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


 


(e)         Each
Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its
rights and obligations with respect to the Mortgage Loan (each, a “Non-Controlling Note Holder Representative”).
Each Non-Controlling Note Holder shall have the right in its sole discretion at any time and from


 






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time to time to remove and replace
the Non-Controlling Note Holder Representative in accordance with the terms of the Lead Securitization Servicing Agreement. All
of the provisions relating to the Controlling Note Holder and the Controlling Note Holder Representative set forth in Section
6(a) and Section 6(b) shall apply to the Non-Controlling Note Holders and the related Non-Controlling Note Holder Representatives
mutatis mutandis. When exercising its various rights under Section 5 and elsewhere in this Agreement, each Non-Controlling
Note Holder may, at its option, in each case, act through the related Non-Controlling Note Holder Representative. The Non-Controlling
Note Holder Representative may be any Person (other than a Borrower Affiliate), including, without limitation, the related Non-Controlling
Note Holder, any officer or employee of the related Non-Controlling Note Holder, any affiliate of the related Non-Controlling
Note Holder or any other unrelated third party. No such Non-Controlling Note Holder Representative shall owe any fiduciary duty
or other duty to any other Person (other than such Non-Controlling Note Holder). All actions that are permitted to be taken by
each Non-Controlling Note Holder under this Agreement may be taken by a Non-Controlling Note Holder Representative acting on behalf
of such Non-Controlling Note Holder. No Servicer, Trustee, Operating Advisor or Certificate Administrator acting on behalf of
the Lead Securitization Note Holder shall be required to recognize any Person as a Non-Controlling Note Holder Representative
until the related Non-Controlling Note Holder has notified each Servicer, Trustee, Operating Advisor and Certificate Administrator
of such appointment and, if the Non-Controlling Note Holder Representative is not the same Person as the related Non-Controlling
Note Holder, the Non-Controlling Note Holder Representative provides each Servicer, Trustee, Operating Advisor and Certificate
Administrator with written confirmation of its acceptance of such appointment (and such parties will be entitled to rely on such
notice), an address and facsimile number for the delivery of notices and other correspondence and a list of officers or employees
of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers).
The related Non-Controlling Note Holder shall promptly deliver such information to each Servicer, Operating Advisor, Trustee and
Certificate Administrator.


 


(f)            For
so long as the Lead Securitization has not been terminated, the Lead Securitization Note Holder (or the Master Servicer or the
Special Servicer acting on its behalf) shall be required (i) to provide copies of any notice, information and report that it is
required to provide to the Controlling Class Representative pursuant to the Lead Securitization Servicing Agreement with respect
to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage
Loan, to each Non-Controlling Note Holder (or its related Non-Controlling Note Holder Representative), within the same time frame
it is required to provide to the Controlling Class Representative (for this purpose, without regard to whether such items are
actually required to be provided to the Controlling Class Representative under the Lead Securitization Servicing Agreement due
to the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) to consult with each Non-Controlling
Note Holder (or its related Non-Controlling Note Holder Representative) on a strictly non-binding basis, to the extent having
received such notices, information and reports, such related Non-Controlling Note Holder (or its related Non-Controlling Note
Holder Representative) requests consultation with respect to any such Major Decisions or the implementation of any recommended
actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the
related Non-Controlling Note Holder (or its related Non-Controlling Note Holder Representative);


 






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


 


(g)         In
addition to the consultation rights of a Non-Controlling Note Holder (or its related Non-Controlling Note Holder Representative)
provided in the immediately preceding paragraph, each Non-Controlling Note Holder shall have the right to attend annual meetings
(either telephonically or in person, in the discretion of the Servicer) with the Lead Securitization Note Holder (or the Master
Servicer or the Special Servicer acting on its behalf) at the offices of the Master Servicer or the Special Servicer, as applicable,
upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which
servicing issues related to the Mortgage Loan are discussed; provided that each Non-Controlling Note Holder, at the request of
the Master Servicer or the Special Servicer, as applicable, shall execute a confidentiality agreement in form and substance satisfactory
to it, the Master Servicer or the Special Servicer, as applicable, and the Lead Securitization Note Holder.


 


Section
7.           Appointment of Special Servicer. Subject to the
terms of the Lead Securitization Servicing Agreement, the Controlling Note Holder (or its Controlling Note Holder Representative)
shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with
respect to the Mortgage Loan and appoint a replacement special servicer in lieu thereof provided that, without limitation of any
other requirements hereunder, the replacement special servicer satisfies the Required Special Servicer Rating. Any designation
by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as Special Servicer shall
be made by delivering to the other Note Holders, the Servicer, the then existing Special Servicer and other parties to the Lead
Securitization Servicing Agreement a written notice stating such designation and satisfying the


 






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other conditions to such replacement
as set forth in the Lead Securitization Servicing Agreement (including, without limitation, a Rating Agency Confirmation from
each Rating Agency then rating any securities issued in any Securitization), if any. The Controlling Note Holder or its Controlling
Note Holder Representative shall notify the Non-Controlling Note Holders of its termination of the then currently serving Special
Servicer and its appointment of a replacement special servicer in accordance with this Agreement and promptly deliver all information
necessary for any Non-Lead Securitization to comply with any applicable reporting requirements under the Exchange Act. Any such
appointment of a replacement special servicer will not become effective unless all such information has been delivered to the
Non-Lead Securitization Holders. The Controlling Note Holder shall be solely responsible for any expenses incurred in connection
with any such replacement without cause. The Controlling Note Holder shall notify the other parties hereto of its termination
of the then currently serving Special Servicer and its appointment of a replacement special servicer in accordance with this Section
7. If the Controlling Note Holder has not appointed a Special Servicer with respect to the Mortgage Loan as of the consummation
of the securitization under the Lead Securitization Servicing Agreement, then the initial Special Servicer designated in the Lead
Securitization Servicing Agreement shall serve as the initial Special Servicer but this shall not limit the right of the Controlling
Note Holder (or its Controlling Note Holder Representative) to designate a replacement special servicer for the Mortgage Loan
as aforesaid.


 


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


 


Section
8.           Payment Procedure.


 


(a)          The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead
Securitization Servicing Agreement, shall deposit or cause to be deposited all payments and collections on the Mortgage Loan to
the Collection Account and the portion of such payments and collections that are distributable to the Non-Controlling Note Holder
shall be deposited into the Companion Loan Distribution Account


 






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pursuant to and in accordance with the Lead Securitization Servicing
Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such amounts to the
applicable account within two (2) Business Days after receipt of properly identified funds by the Lead Securitization Note Holder
(or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower.


 


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


 


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


 


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


 


Section
9.           Limitation on Liability of the Note Holders. Subject
to the terms of the Lead Securitization Servicing Agreement governing limitation on the liabilities of the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor each Note Holder shall have no liability
to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the negligence, willful
misconduct or breach of this Agreement on the part of such Note Holder.


 


The
Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the
Trustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including
any


 






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


 


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


 


Section
11.           Representations of the Note Holders. Each Note
Holder represents and warrants that the execution, delivery and performance of this Agreement is within its corporate powers,
has been duly authorized by all necessary corporate action, and does not contravene such Note Holder’s charter or any law
or contractual restriction binding upon such Note Holder, and that this Agreement is the legal, valid and binding obligation of
such Note Holder enforceable against such Note Holder in accordance with its terms, except as such enforcement may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights
generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law), and except that the enforcement of rights with respect to indemnification and contribution


 






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obligations may be limited
by applicable law. Each Note Holder represents and warrants that it is duly organized, validly existing, in good standing and
in possession of all licenses and authorizations necessary to carry on its business. Each Note Holder represents and warrants
that (a) this Agreement has been duly executed and delivered by such Note Holder, (b) to such Note Holder’s actual knowledge,
all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required
for the execution, delivery and performance of this Agreement by such Note Holder have been obtained or made and (c) to such Note
Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation against
such Note Holder, an adverse outcome of which would materially and adversely affect its performance under this Agreement.


 


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


 


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


 


Section
14.           Sale of the Notes.


 


(a)          Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber
or otherwise dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar
agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”)
except to a Qualified Institutional Lender. Promptly after the Transfer, the non-transferring Note Holder shall be provided with
(x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional
Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires
the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of
the assignment and assumption agreement referred to in Section 15 (except in the case of a Transfer to a Securitization). If a
Note Holder intends to


 






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Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional
Lender, it must first obtain (1) prior to a Securitization, the consent of each non-transferring Note Holder or (2) after a Securitization
of such non-transferring Note Holder’s Note, Rating Agency Confirmation. Notwithstanding the foregoing, without the non-transferring
Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s
Note is held in a Securitization Trust, without Rating Agency Confirmation, no Note Holder shall Transfer all or any portion of
its Note (or a participation interest in such Note) to a Borrower Affiliate and any such Transfer made without the prior consent
of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held
in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that
for the avoidance of doubt, transfers of any securities backed by a Note held in Securitization Trust will not be subject to the
foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any
related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it will pay the expenses
of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and
all expenses relating to the confirmation from the Rating Agencies in connection with any such Transfer. Notwithstanding the foregoing,
each Note Holder shall have the right, without the need to obtain the consent of any other Note Holder, the Rating Agencies or
any other Person, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in its Note. None of the provisions
of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes in accordance with the terms and conditions of
the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions
of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming
a Specially Serviced Mortgage Loan, to a single member limited liability or limited partnership, 100% of the equity interest in
which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships,
by the Lead Securitization Trust.


 


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


 


(c)          Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than a Borrower
Affiliate) which has extended a credit facility to such Note Holder and that is either a Qualified Institutional Lender or a financial
institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency
(a “Note Pledgee”), on terms and conditions set forth in this Section 14(c), it being further agreed that a
financing provided by a Note Pledgee to a Note Holder or any Person which Controls such Note that is secured by its Note and is
structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided that a Note Pledgee
which is not a Qualified Institutional Lender may not take title to (except in connection with an initial


 






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financing in accordance
with a repurchase arrangement) the pledged Note without a Rating Agency Confirmation. Upon written notice by the applicable Note
Holder to each other Note Holder and any Servicer that a Pledge has been effected (including the name and address of the applicable
Note Pledgee), such other Note Holder agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee
written notice of any default by the pledging Note Holder in respect of its obligations under this Agreement of which default
such Note Holder has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging
Note Holder in respect of its obligations to the other Note Holders hereunder, but such Note Pledgee shall not be obligated to
cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement shall be effective against
such Note Pledgee without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned
or delayed; (iv) that such other Note Holder shall give to such Note Pledgee copies of any notice of default under this Agreement
simultaneously with the giving of same to the pledging Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee
such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in
a form reasonably satisfactory to such other Note Holder; and (vi) that, upon written notice (a “Redirection Notice”)
to the other Note Holders and any Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable
cure periods, under the pledging Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement
between the pledging Note Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder),
and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any
payments that any Note Holder or Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant
to this Agreement or the Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely
releases the other Note Holders and any Servicer from any liability to the pledging Note Holder on account of such other Note
Holder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer or such other Note Holder to
have been delivered by a Note Pledgee. A Note Pledgee shall be permitted to exercise fully its rights and remedies against the
pledging Note Holder to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance
with applicable law and this Agreement. In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and
any transferee other than a Borrower Affiliate which is also a Qualified Institutional Lender at any foreclosure or similar sale
held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the pledging
Note Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional
Lender shall assume in writing the obligations of the pledging Note Holder hereunder accruing from and after such Transfer (i.e.,
realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The
rights of a Note Pledgee under this Section 14(c) shall remain effective as to any Note Holder (and any Servicer) unless and until
such Note Pledgee shall have notified any such Note Holder (and any Servicer, as applicable) in writing that its interest in the
pledged Note has terminated.


 


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


 






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notwithstanding that such Conduit is not a Qualified Institutional Lender, if the following conditions are satisfied:


 


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


 


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


 


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


 


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


 


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


 


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


 


In
connection with any Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall
execute an assignment and assumption agreement (unless the transferee is a Securitization Trust and the related pooling
and servicing agreement requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the
obligations of the applicable Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the
terms of this Agreement, including the applicable restriction on Transfers set forth in Section 14, from and after the date of
such assignment. No transfer of a Note may be made unless it is registered on the Note Register, and the Agent shall not recognize
any attempted or purported transfer of any Note in violation of the


 






    38


     


    

 


provisions of Section 14 and this Section 15. Any such purported
transfer shall be absolutely null and void and shall vest no rights in the purported transferee. Each Note Holder desiring to
effect such transfer shall, and does hereby agree to, indemnify the Agent and the other Note Holders against any liability that
may result if the transfer is not made in accordance with the provisions of this Agreement.


 


Section
16.           Governing Law; Waiver of Jury Trial.


 


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


 


Section
17.           Submission To Jurisdiction; Waivers.


 


Each
party hereto hereby irrevocably and unconditionally:


 


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


 


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


 


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


 


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


 






    39


     


    


 


Section
18.           Modifications.   This Agreement shall not be modified,
cancelled or terminated except by an instrument in writing signed by each Note Holder. Additionally, for as long as any Note is
contained in a Securitization Trust, the Note Holders shall not amend or modify this Agreement without first receiving a Rating
Agency Confirmation from each Rating Agency then rating any securities issued in any Securitization; provided that no such
confirmation from the Rating Agencies shall be required in connection with a modification (i) to cure any ambiguity, to correct
or supplement any provisions herein that may be defective or inconsistent with any other provisions herein or with the Lead Securitization
Servicing Agreement, (ii) to make other provisions with respect to matters or questions arising under this Agreement, which shall
not be inconsistent with the provisions of this Agreement or (iii) if and to the extent it would be deemed given or not required
pursuant to the definition of Rating Agency Confirmation in the Lead Securitization Servicing Agreement and/or any Non-Lead Securitization
Servicing Agreement, as applicable.


 


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


 


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


 


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


 


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


 


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


 






    40


     


    

 


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


 


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


 


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


 






    41


     


    

 


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


 


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


 


Section
26.           Cooperation in Securitization.


 


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


 






    42


     


    

 


necessary certifications and deliver all necessary opinions (including
customary securities law opinions) in connection with the Mortgage Loan and the Lead Securitization), as well as in connection
with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with
respect to any information relating to any Non-Controlling Note Holder and the related Non-Controlling Note in any Securitization
document. Each Non-Controlling Note Holder acknowledges that the information provided by it to the Lead Securitization Note Holder
may be incorporated into the offering documents for the Lead Securitization. The Lead Securitization Note Holder and each Rating
Agency shall be entitled to rely on the information supplied by, or on behalf of, such Non-Controlling Note Holder. The Lead Securitization
Note Holder will reasonably cooperate with any Non-Controlling Note Holder by providing all information reasonably requested that
is in the Lead Securitization Note Holder’s possession in connection with such Non-Controlling Note Holder’s preparation
of disclosure materials in connection with a Securitization.


 


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


 


(b)          In
connection with a Securitization, at the request of the applicable Non-Controlling Note Holder, the Lead Securitization Holder
(including the Master Servicer, the Special Servicer and the Trustee) shall use reasonable efforts, at such Non-Controlling Note
Holder’s expense, to satisfy, and to cooperate with the Non-Controlling Note Holder in attempting to cause the Mortgage
Loan Borrower to satisfy, the market standards to which the Non-Controlling Note Holder customarily adheres or which may be reasonably
required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting
to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization
Note Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in
any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either
in connection with a Non-Lead Securitization or otherwise at any time prior to a Non-Lead Securitization, no Holder shall be required
to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection
therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to
or priority of such payments to, a Non-Controlling Note Holder or (ii) materially increase a Non-Controlling Note Holder’s
obligations or materially decrease any Non-Controlling Note Holder’s rights, remedies or protections or cause an adverse
REMIC event to occur under the Lead Securitization. In connection with a Non-Lead Securitization, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator and the Operating Advisor shall be required to perform certain obligations
set forth in the Lead Securitization Servicing Agreement. In addition, each other applicable Holder shall provide for inclusion
in any disclosure document relating to such Non-Lead Securitization such information concerning such Holder and the related Note
as such Non-Controlling Note Holder reasonably determines to be necessary or appropriate, and each such Holder covenants and agrees
that it shall, at such Non-Controlling Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency
and such Non-Controlling Note


 






    43


     


    

 


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


 


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


 


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


 


Section
29.           Certain Matters Affecting the Agent.


 


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


 


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


 


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


 


(d)          The
Agent or any of its directors, officers, employees, Affiliates, agents or “control” persons within the meaning of
the Act, shall not be personally liable for any action


 






    44


     


    

 


taken, suffered or omitted by it in good faith and reasonably believed
by the Agent to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


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


 


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


 


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


 


Section
30.           Termination and Resignation of Agent.


 


(a)          The
Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Note Holder. In the event
that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall be terminated,
other than any rights or obligations that accrued prior to the date of such termination.


 


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


 


Section
31.           Resizing.   Notwithstanding any other
provision of this Agreement, for so long as BANA, Barclays, SocGen, WFB or an affiliate of any of them (an “Original
Entity”) is the owner of a Non-Controlling Note (the “Owned Note”), such Original Entity shall have
the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated
notes or additional notes (in either case, “New Notes”) reallocating the principal of the Owned Note to such
New Notes; or severing the Owned Note into one or more further “component” notes in the aggregate principal amount
equal to the then outstanding principal balance of the Owned Note provided that (i) the aggregate principal balance of
all outstanding New Notes following such amendments is no greater than the aggregate principal of the Owned Note prior to such
amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii)
all Notes pay pro rata and on a pari passu basis (to the extent described in the Mortgage Loan Agreement) and such
reallocated or component notes shall be automatically subject to the terms of this Agreement, (iv) the Original Entity holding
the New Notes shall notify the Lead


 






    45


     


    

 


Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator
and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New
Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Original Entity holding
the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement
to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization
Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the
consent of the holders of the other Notes. In connection with the foregoing (provided the conditions set forth in (i) through
(v) above are satisfied, with respect to (i) through (iv), as certified by the Original Entity, on which certification the Master
Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents
and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation
of principal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Non-Controlling Note
Holder hereunder, the “Non-Controlling Note Holder” of such New Notes shall be as provided in the definition of such
term in this Agreement.


 


[SIGNATURE
PAGE FOLLOWS]


 




    46


     


    

 


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


 





	 	BANK OF AMERICA, NATIONAL

ASSOCIATION, a national banking

association, as Initial Note 1 Holder
	 	 	 
	 	By:	/s/  Theresa Dooley-Bollmann
	 	 	Name:  Theresa Dooley-Bollmann
	 	 	Title:    Director










 





	 	BARCLAYS
BANK PLC, a public company 

registered in England and Wales, as Initial 

Note 2 Holder
	 	 	 
	 	By:	/s/  Michael Birajiclian
	 	 	Name:
     Michael Birajiclian
	 	 	Title:
       Authorized Signatory


 










	 	SOCIÉTÉ
GÉNÉRALE, a société anonyme, 

as Initial Note 3 Holder
	 	 	 
	 	By:	/s/  Jim Barnard
	 	 	Name:
     Jim Barnard
	 	 	Title:
       Director


 





	 	WELLS
FARGO BANK, NATIONAL 

ASSOCIATION, a national banking 

association, as Initial Note 4 Holder
	 	 	 
	 	By:	/s/  Jeffrey L Cirillo
	 	 	Name:
     Jeffrey L Cirillo
	 	 	Title:
       Managing Director


 


DAFC
2017-AMO – Co-Lender Agreement




 




    


     


    

 


EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


Description
of Mortgage Loan


 


	Mortgage
    Loan Borrower:	Del
    Amo Fashion Center Operating Company, L.L.C. 

Del Amo Residual Operating Company, L.L.C.
	Date
    of Mortgage Loan: 	May
    12, 2017
	Date
    of Notes: 	May
    12, 2017
	Original
    Principal Amount of Mortgage Loan:	$585,000,000
	Principal
    Amount of Mortgage Loan as of the date hereof:	$585,000,000
	Initial
    A-1-1 Note Principal Balance:	$12,125,000
	Initial
    A-1-2 Note Principal Balance:	$36,821,000
	Initial
    A-1-3 Note Principal Balance:	$24,547,000
	Initial
    A-1-4 Note Principal Balance:	$20,457,000
	Initial
    A-2-1 Note Principal Balance:	$12,125,000
	Initial
    A-2-2 Note Principal Balance:	$36,821,000
	Initial
    A-2-3 Note Principal Balance:	$24,547,000
	Initial
    A-2-4 Note Principal Balance:	$20,457,000
	Initial
    A-3-1 Note Principal Balance:	$12,125,000
	Initial
    A-3-2 Note Principal Balance:	$32,730,000
	Initial
    A-3-3 Note Principal Balance:	$28,638,000
	Initial
    A-3-4 Note Principal Balance:	$20,457,000
	Initial
    A-4-1 Note Principal Balance:	$12,125,000
	Initial
    A-4-2 Note Principal Balance:	$36,821,000
	Initial
    A-4-3 Note Principal Balance:	$24,547,000
	Initial
    A-4-4 Note Principal Balance:	$20,457,000
	Initial
    B-1-1 Note Principal Balance:	$
    2,700,000
	Initial
    B-1-2 Note Principal Balance:	$
    8,179,000
	Initial
    B-1-3 Note Principal Balance:	$
    5,453,000
	Initial
    B-1-4 Note Principal Balance:	$
    4,543,000
	Initial
    B-2-1 Note Principal Balance:	$
    2,700,000
	Initial
    B-2-2 Note Principal Balance:	$
    8,179,000
	Initial
    B-2-3 Note Principal Balance:	$
    5,453,000
	Initial
    B-2-4 Note Principal Balance:	$
    4,543,000
	Initial
    B-3-1 Note Principal Balance:	$
    2,700,000
	Initial
    B-3-2 Note Principal Balance:	$
    7,270,000



 






    A-1


     


    

 


	Initial
    B-3-3 Note Principal Balance:	$
    6,362,000
	Initial
    B-3-4 Note Principal Balance:	$
    4,543,000
	Initial
    B-4-1 Note Principal Balance:	$
    2,700,000
	Initial
    B-4-2 Note Principal Balance:	$
    8,179,000
	Initial
    B-4-3 Note Principal Balance:	$
    5,453,000
	Initial
    B-4-4 Note Principal Balance:	$
    4,543,000
	Initial
    C-1 Note Principal Balance:	$15,650,000
	Initial
    C-2 Note Principal Balance:	$15,650,000
	Initial
    C-3 Note Principal Balance:	$15,650,000
	Initial
    C-4 Note Principal Balance:	$15,650,000
	Initial
    D-1 Note Principal Balance:	$10,775,000
	Initial
    D-2 Note Principal Balance:	$10,775,000
	Initial
    D-3 Note Principal Balance:	$10,775,000
	Initial
    D-4 Note Principal Balance:	$10,775,000
	Initial
    E-1 Note Principal Balance:	$
    5,000,000
	Initial
    E-2 Note Principal Balance:	$
    5,000,000
	Initial
    E-3 Note Principal Balance:	$
    5,000,000
	Initial
    E-4 Note Principal Balance:	$
    5,000,000
	Location
    of Mortgaged Property:	3525
    W. Carson Street, Torrance, Los Angeles County, CA 90503
	Initial
    Maturity Date:	June
    1, 2027



 



    A-2


     


    

 


EXHIBIT
B


 


1.      Initial
Note 1 Holder:


 


(Prior
to Securitization of Note 1):


 


Bank
of America, N.A.



Notice Address:

Bank of America, N.A.           

c/o Capital Markets Servicing Group

900 West Trade Street, Suite 650

Mail Code: NC1-026-06-01

Charlotte, North Carolina 28255

Attention: Servicing Manager

Facsimile No.: (704) 317-4501


 


with
a copy to:



Cadwalader, Wickersham & Taft LLP


One
World Financial Center


New
York, New York 10281


Attention:
Fredric L. Altschuler, Esq.

Facsimile No.: (212) 504-6666


 


2.      Initial
Note 2 Holder:


 


(Prior
to Securitization of Note 2):


 


Barclays
Bank PLC



Notice Address:

Barclays Bank PLC


745
Seventh Avenue


New
York, New York


Attention:
Michael S. Birajiclian


 


with
a copy to:



Cadwalader, Wickersham & Taft LLP


One
World Financial Center


New
York, New York 10281

Attention: Fredric L. Altschuler, Esq.

Facsimile No.: (212) 504-6666


 


3.      Initial
Note 3 Holder:


 


(Prior
to Securitization of Note 3):


 






    B-1


     


    

 


Société
Générale



Notice Address:

Société Générale


245
Park Avenue


New
York, New York 10167


Attention:
Jim Barnard


 


with
a copy to:


 


Société
Générale


245
Park Avenue, 11th Floor


New
York, New York 10167


Attention:
General Counsel


 


with
a copy to:



Cadwalader, Wickersham & Taft LLP


One
World Financial Center


New
York, New York 10281

Attention: Fredric L. Altschuler, Esq.

Facsimile No.: (212) 504-6666


 


4.      Initial
Note 4 Holder:


 


(Prior
to Securitization of Note 4):


 


Wells
Fargo Bank, National Association



Notice Address:

Wells Fargo Bank, National Association

Wells Fargo Center

1901 Harrison Street, 2nd Floor

MAC A0227-020

Oakland, California 94612

Attention: Commercial Mortgage Servicing

Facsimile No.: 866-359-5352


 


with
a copy to:



Cadwalader, Wickersham & Taft LLP


One
World Financial Center


New
York, New York 10281

Attention: Fredric L. Altschuler, Esq.

Facsimile No.: (212) 504-6666





 






    B-2


     


    

 


(Following
Securitization of Note A-1-1):


 


(i)      Depositor:


 


Banc
of America Merrill Lynch Large Loan, Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III

Facsimile: (646) 855-5044

Email: leland.f.bunch@baml.com


 


with
a copy to:


 


W.
Todd Stillerman, Esq.

Assistant General Counsel

Bank of America Corporation

214 North Tryon Street, 20th Floor

NC1-027-20-05

Charlotte, North Carolina 28255

Facsimile: (404) 736-2127

Email: william.stillerman@bankofamerica.com


 


with
a copy to:


 


Cadwalader,
Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: Henry LaBrun, Esq.

Telephone: (704) 348-5149

Facsimile: (704) 348-5200

Email: henry.labrun@cwt.com


 


 (ii)     Master Servicer:




 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Facsimile: 877-379-1625

Email: michael_a_tilden@keybank.com


 


with
a copy to:


 


Polsinelli
PC

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: 816-753-1536

Email: kkohring@polsinelli.com


 






    B-3


     


    

 


(iii)   
Special Servicer:


 


Cohen
Financial, a Division of SunTrust Bank


Loan
Administration Service Center


4601
College Blvd., Suite 300


Leawood,
KS 66211


Attention:
Head of Investor Services


Facsimile:
(312) 346-6669


 


(iv)   
Certificate Administrator:


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services Del Amo Trust 2017-AMO

Telephone: (410) 884-2000


 


with
a copy to:


 


Facsimile:
(410) 715-2380

Email: trustadministration@wellsfargo.com and

cts.cmbs.bond.admin@wellsfargo.com


 


(v)    
Trustee:


 


Wilmington
Trust, National Association


1100
North Market Street


Wilmington,
Delaware 19890


Attention:
CMBS Trustee


 


with
a copy to:


 


Facsimile:
(302) 630-4140


E-mail:
cmbstrustee@wilmingtontrust.com


 


(vi)   
Operating Advisor:


 


Park
Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: Del Amo Trust 2017-AMO – Surveillance Manager (with a copy sent contemporaneously
via email to cmbs.notices@parkbridgefinancial.com)


 




    B-4


     


    

 


EXHIBIT
C


 


1.
Apollo Global Real Estate


2.
Archon Capital, L.P.


3.
AREA Property Partners


4.
BlackRock, Inc.


5.
The Blackstone Group International Ltd.


6.
Capital Trust, Inc.


7.
Clarion Partners


8.
Colony Capital, Inc.


9.
DLJ Real Estate Capital Partners


10.
Eightfold Real Estate Capital, L.P.


11.
Fortress Investment Group LLC


12.
Garrison Investment Group


13.
Goldman, Sachs & Co.


14.
iStar Financial Inc.


15.
J.E. Roberts Companies


16.
Lend-Lease Real Estate Investments


17.
LoanCore Capital


18.
Lonestar Funds


19.
Praedium Group


20.
Raith Capital Partners, LLC


21.
Rialto Capital Management, LLC


22.
Rialto Capital Advisors, LLC


23.
Rockpoint Group


24.
Starwood Capital/Starwood Financial Trust


25.
Torchlight Investors


26.
Walton Street Capital, LLC


27.
Westbrook Partners


28.
WestRiver Capital


29.
Whitehall Street Real Estate Fund, L.P.


 








    C-1