Exhibit 4.12


 


 





EXECUTION COPY 







	 






 





One Harbor Point Square


 


CO-LENDER AGREEMENT


 


Dated as of April 11, 2016


 


between


 


CITIGROUP GLOBAL MARKETS REALTY CORP.

(Note A-1 Holder)


 


and


 


DEUTSCHE BANK AG, NEW YORK BRANCH

(Note A-2 Holder)





	 


 


 






     


     


    




 


TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	1.	Definitions; Conflicts	1
	2.	Servicing of the Mortgage Loan	15
	3.	Priority of Notes	17
	4.	Workout	18
	5.	Accounts; Payment Procedure	18
	6.	Limitation on Liability	18
	7.	Representations of the Holders	19
	8.	Independent Analyses of each Holder	20
	9.	No Creation of a Partnership or Exclusive Purchase
Right	20
	10.	Not a Security	20
	11.	Other Business Activities of the Holders	20
	12.	Transfer of Notes	20
	13.	Exercise of Remedies by the Servicer	22
	14.	Rights of the Directing Holder	24
	15.	Appointment of Special Servicer	26
	16.	Rights of the Non-Directing Holder	26
	17.	Advances; Reimbursement of Advances	27
	18.	Provisions Relating to Securitization	28
	19.	Governing Law; Waiver of Jury Trial	36
	20.	Modifications	36
	21.	Successors and Assigns; Third Party Beneficiaries	36
	22.	Counterparts	36
	23.	Captions	36
	24.	Notices	37
	25.	Custody of Mortgage Loan Documents/ Mortgagee
of Record	37


  






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THIS CO-LENDER AGREEMENT
(the “Agreement”), dated as of April 11, 2016, is between CITIGROUP GLOBAL MARKETS REALTY CORP., a New
York corporation (“Citi”), having an address at 390 Greenwich Street, 7th Floor, New York, New York, as Note
A-1 Holder, and DEUTSCHE BANK AG, NEW YORK BRANCH, a German bank, authorized by the New York Department of Financial Services
(“DB-AG”), having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as Note A-2 Holder.


 


W I T N E
S S E T H:


 


WHEREAS, Citi and DB-AG
have made a mortgage loan in the original principal amount of $82,000,000 (the “Mortgage Loan”) to One Harbor
Point Square LLC, a Delaware limited liability company (the “Borrower”), pursuant to a loan agreement between
the Borrower, as borrower, and Citi and DB-AG, as lenders, dated as of April 11, 2016 (the “Loan Agreement”);


 


WHEREAS, the Mortgage
Loan is evidenced by two promissory notes, Promissory Note A-1 in the original principal amount of $41,000,000 and Promissory
Note A-2 in the original principal amount of $41,000,000 (“Note A-1” and “Note A-2”, respectively
and individually, and each a “Note” and collectively the “Notes”);


 


WHEREAS, the Mortgage
Loan is secured by a first mortgage lien (the “Mortgage”) on the real property known as One Harbor Point Square,
located in Stamford, Connecticut (the “Mortgaged Property”);


 


WHEREAS, the Initial
Note A-1 Holder intends, but is not bound, to sell transfer and assign all or a portion of its right, title and interest in and
to Note A-1 to one or more depositors who will in turn transfer the same to one or more trusts as part of the securitization of
one or more mortgage loans;


 


WHEREAS, the Initial
Note A-2 Holder intends, but is not bound, to sell transfer and assign all or a portion of its right, title and interest in and
to Note A-2, directly or indirectly, to one or more depositors who will in turn transfer the same to one or more trusts as part
of the securitization of one or more mortgage loans;


 


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


 


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


 


1.          Definitions;
Conflicts. References to a “Section” or the “recitals” are, unless otherwise specified, to a
Section or the recitals of this Agreement. Capitalized terms used


 






     


     


    




 


but not otherwise defined herein shall have the meanings
ascribed thereto in the Servicing Agreement. To the extent of any inconsistency between this Agreement and the Servicing
Agreement, this Agreement shall control. Whenever used in this Agreement, the following terms shall have the respective
meanings set forth below unless the context clearly requires otherwise.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Certificates”
shall mean any securities issued in connection with the Note A-1 Securitization or the Note A-2 Securitization.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Depositor”
shall mean (i) with respect to the Note A-1 Securitization, the depositor under the Note A-1 PSA and (ii) with respect to the Note
A-2 Securitization, the depositor under the Note A-2 PSA.


 


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


 


“Event of Default”
shall mean an “Event of Default” as defined in the Loan Agreement.


 


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


 


“Excluded Amounts”
shall mean:


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Holder”
shall mean each of the Note A-1 Holder and the Note A-2 Holder.


 


“Initial Note
Holder” shall mean each of the Initial Note A-1 Holder and the Initial Note A-2 Holder (each as defined in Section 18
of this Agreement).


 


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


 


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


 


“Lead Note”
shall mean Note A-1; provided, that in the event the Note A-2 Securitization occurs prior to the Note A-1 Securitization,
the Lead Note shall mean, during the period from and after the Note A-2 Securitization Date and prior to the Note A-1 Securitization
Date, Note A-2.


 


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


 


“Lead Securitization”
shall mean the Note A-1 Securitization; provided, that in the event the Note A-2 Securitization occurs prior to the Note
A-1 Securitization, the Lead Securitization shall mean, during the period from and after the Note A-2 Securitization Date and prior
to the Note A-1 Securitization Date, the Note A-2 Securitization.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Major Decision”
shall have the meaning given to such term or any analogous term in the Lead Securitization Servicing Agreement; provided that,
at any time that neither Note 


 






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A-1 or Note A-2 is included in the Lead Securitization, “Major Decision” shall mean,
any of the following,


 


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


 


(ii)           any
modification, consent to a modification or waiver of a monetary term or material non-monetary term (including, without limitation,
the timing of payments and acceptance of discounted payoffs but excluding Penalty Charges) of the Mortgage Loan or any extension
of the Maturity Date of the Mortgage Loan;


 


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


 


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


 


(v)           any
release of collateral or any acceptance of substitute or additional collateral for the Mortgage Loan, or any consent to either
of the foregoing, other than as required pursuant to the specific terms of the related Mortgage Loan and for which there is no
material lender discretion;


 


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


 


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


 


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


 


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


 


(x)            any
determination of an Acceptable Insurance Default;


 






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


 


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


 


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


 


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


 


“Master Servicer
Remittance Date” shall mean, with respect to the Non-Lead Note, (i) prior to a Non-Lead Securitization, the “master
servicer remittance date” as such term is defined in the applicable Servicing Agreement, and (ii) from and after a Non-Lead
Securitization, the earlier of (x) the “master servicer remittance date” as such term is defined in the Lead Securitization
Servicing Agreement, and (y) the business day following the Non-Lead Securitization Determination Date, in each case above in this
definition as long as such date is at least one Business Day after receipt of the scheduled Monthly Payment and no sooner than
the sixth calendar day of the month.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Non-Directing
Holder” shall mean the Holder of more than a fifty percent (50%) percentage interest of the Non-Lead Note, and if the
Non-Lead Note has been included in a Securitization, the holders of Certificates representing the specified interest in the class
of Certificates designated as the “controlling class” or the duly appointed representative of the holders of such Certificates
or such other party otherwise entitled under the Non-Lead Securitization Servicing Agreement to exercise the rights granted to
the Non-Directing Holder in this Agreement. If the Non-Lead Note is not in a Securitization, the Non-Directing Holder with respect
to the Non-Lead Note will be the then-current Holder of the Non-Lead Note.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Lead Securitization”
shall mean on and after the Note A-1 Securitization Date, the Note A-2 Securitization.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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





 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Pro Rata and
Pari Passu Basis” shall mean with respect to the Notes and each Holder, (i) for purposes of allocating payments of interest
among the Notes, each Note or Holder, as the case may be, is allocated its respective pro rata share based on the interest
accrued on such Note at the respective Mortgage Interest Rate of such Note based on the outstanding principal balance of such Note
and (ii) for all other purposes, the allocation of any particular


 






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payment, collection, cost, expense, liability or other amount
between such Notes or such Holders, as the case may be, without any priority of any such Note or any such Holder over another Note
or Holder, as the case may be, and in any event such that each Note or Holder, as the case may be, is allocated its respective
pro rata share based on the outstanding principal balance of its Note in relation to the outstanding principal balance of
the entire Mortgage Loan of such particular payment, collection, cost, expense, liability or other amount.


 


“PSA”
shall mean each of the Note A-1 PSA and Note A-2 PSA.


 


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


 


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


 


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


 


(ii)        an
investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, which regularly engages in the business of making or owning investments of types similar
to the Mortgage Loan; or


 


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


 






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


 


(v)        a
Qualified Trustee (or, in the case of a CLO, a single purpose bankruptcy-remote entity that contemporaneously pledges its interest
in a Note to a Qualified Trustee) in connection with (A) a securitization of, (B) the creation of collateralized loan (or debt)
obligations (“CLO”) secured by, or (C) a financing through an “owner trust” of, any interest in
a Note (any of the foregoing, a “Securitization Vehicle”), provided that either (1) one or more classes
of securities issued by such Securitization Vehicle is initially rated at least investment grade by at least two (2) of the Rating
Agencies engaged to assign ratings to classes of securities issued in connection with the applicable Securitization of the applicable
Note; (2) in the case of a Securitization Vehicle that is not a CLO, the special servicer for the Securitization Vehicle is a Qualified
Servicer at the time of transfer; or (3) in the case of a Securitization Vehicle that is a CLO, the CLO Asset Manager and, if applicable,
each Intervening Trust Vehicle that is not administered and managed by a CLO Asset Manager that is a Qualified Transferee, is a
Qualified Transferee under clause (i), (ii), (iii) or (iv) of this definition; or


 


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


 


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


 


“Qualified Trustee”
shall mean (i) a corporation, national bank, national banking association or a trust company, organized and doing business under
the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept
the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by
federal or state authority or (ii) an institution whose long-term senior unsecured debt is then rated in one of the top three rating
categories of each of the Rating Agencies.


 


“Rating Agencies”
shall mean DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P and their respective successors in interest or, if any of
such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized
statistical rating agency reasonably designated by any Holder to rate the securities issued in connection with the Securitization
of the related Note; provided, however, that, unless specified


 






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otherwise, at any time during which any Note is an
asset of a Securitization, “Rating Agencies” or “Rating Agency” shall mean only those rating
agencies that are engaged by the applicable Depositor from time to time to rate the securities issued in connection with such Securitization.


 


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


 


For the purposes of this
Agreement, if any Rating Agency (1) waives, declines or refuses, in writing, to review or otherwise engage any request for a confirmation
hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then
current rating of the securities issued pursuant to the related Securitization, or (2) does not reply to such request or responds
in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency
Confirmation and the related timing, notice and other applicable provisions set forth in the Note A-1 PSA and Note A-2 PSA have
been satisfied, then for such request only, the condition that such confirmation by such Rating Agency (only) be obtained will
be deemed not to apply for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review
or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review
or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder and the condition for such Rating Agency
Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or
refusal to review or otherwise engage in such prior request.


 


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


 


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


 


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


 


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


 


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


 






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“Securitization”
shall mean each of the Note A-1 Securitization and the Note A-2 Securitization, as applicable.


 


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


 


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


 


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


 


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


 


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


 


“Servicing Agreement”
shall mean (a) prior to the occurrence of the Lead Securitization, that certain Interim Servicing Agreement, dated as of February
26, 2004 and as amended as of the date hereof, between Citigroup, as owner, and Wells Fargo Bank, National Association (as successor
to Wachovia Bank, National Association), as servicer, and any replacement servicing agreement entered into with any successor interim
servicer appointed by the Note A-1 Holder, and (b) following the occurrence of the Lead Securitization, the applicable Lead Securitization
Servicing Agreement; provided that in the event the Lead Note is no longer an asset of the trust fund created pursuant to
the Servicing Agreement, the term “Servicing Agreement” shall refer to the subsequent servicing agreement entered into
pursuant to Section 2.


 


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


 


“Servicing Fee
Rate” shall have the meaning applied to such term in the Servicing Agreement, being the rate per annum (which shall consist
of the primary servicing fee rate) which, when applied to the Note A-1 Principal Balance and the Note A-2 Principal Balance, as
applicable, will determine the primary servicing fee payable to the Master Servicer under the Servicing Agreement.


 


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


 






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


 


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


 


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


 


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


 


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


 


“Trust Fund”
shall mean each of the Note A-1 Trust Fund and the Note A-2 Trust Fund.


 


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


 


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


 


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


 


(b)          Prior
to the closing of the Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with
respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other
matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between
the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall
contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and
that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in
any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization.


 


(c)          Subject
to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the
Lead Securitization, to the


 






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appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and
the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and
the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder
hereby appoints, effective upon the Lead Securitization, the Master Servicer, the Special Servicer and the Trustee under the Servicing
Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration
and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders
as set forth herein and in such Servicing Agreement).


 


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


 


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


 


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


 


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


 






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rata
share of each Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section
860G(a)(8) of the Code, and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold
consent from any action of the Borrower, or exercise or refrain from exercising any powers or rights that the Holders may have
under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage
Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three
(3) months after the startup day of the REMIC that includes either Note (or any portion thereof). Each Holder agrees that the provisions
of this paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement relating to the administration
of the Mortgage Loan.


 


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


 


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


 


The Servicing Agreement
shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer,
the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii)
to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred
with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation,
except that, for so long as a Note is not included in a Securitization, any Penalty Charges allocated to such Note that are not
applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer
and/or the Special Servicer without the express consent of such Holder.


 


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


 






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4.            Workout.
Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement
and Section 13 and (prior to the occurrence of a Lead Securitization) Exhibit D of this Agreement, and the obligation
to act in accordance with the Servicing Standard, if the Lead Note Holder, or any Servicer, in connection with a workout or
proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the Mortgage Loan Principal Balance is
decreased, (ii) the Mortgage Interest Rate is reduced, (iii) payments of interest or principal on any Note are waived,
reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification
shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the equal priorities of
the Notes as described in Section 3.


 


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


 


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


 


6.          Limitation
on Liability. Subject to the terms of the Servicing Agreement, neither Holder (including the Master Servicer or the
Special Servicer on its behalf) shall have


 






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any liability to the other Holder with respect to any Note, except (1) with
respect to the Advance reimbursement provisions set forth in Section 17 and (2) with respect to losses actually
suffered due to the negligence, willful misconduct or material breach of this Agreement on the part of such Holder (including
the Master Servicer or the Special Servicer on its behalf, and the Master Servicer’s or Special Servicer’s
liability is further limited as set forth in the Servicing Agreement; which, for the avoidance of doubt, shall not reduce the
obligation of such parties to act in accordance with the Servicing Standard).


 


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


 


(i)          It
is duly organized, validly existing and in good standing under the laws of the State under which it is organized.


 


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


 


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


 


(iv)        This
Agreement is the legal, valid and binding obligation of such Holder enforceable against such Holder in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and
contribution obligations may be limited by applicable law.


 


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


 


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


 


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


 


(viii)     It
is a Qualified Transferee.


 






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8.          Independent
Analyses of each Holder. Each Holder acknowledges that, except for the representations made in Section 7, it has,
independently and without reliance upon the other Holder and based on such documents and information as such Holder has
deemed appropriate, made its own credit analysis and decision to purchase its respective Note. Each Holder hereby
acknowledges that the other Holder shall have no responsibility for (i) the collectability of the Mortgage Loan, (ii) the
validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or
any survey furnished or to be furnished in connection with the origination of the Mortgage Loan, (iii) the validity,
sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial
condition of the Borrower.


 


9.          No
Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken pursuant
hereto, shall be deemed to constitute between either Holder (or any servicer or trustee on its behalf) and the other Holder a
partnership, association, joint venture or other entity. Each Holder (or any servicer or trustee on its behalf) shall have no
obligation whatsoever to offer to the other Holder the opportunity to purchase notes or interests relating to any future
loans originated by such Holder or any of its Affiliates, and if either Holder chooses to offer to the other Holder, the
opportunity to purchase notes or interests in any future mortgage loans originated by such Holder or its Affiliates, such
offer shall be at such purchase price and interest rate as such Holder chooses, in its sole and absolute discretion. Neither
of the Holders shall have any obligation whatsoever to purchase from the other Holder any notes or interests in any future
loans originated by the other Holder or any of its Affiliates.


 


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


 


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


 


12.        Transfer
of Notes. (a) Each Holder may Transfer up to 49% of its beneficial interest in its Note whether or not the related transferee
is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% of its beneficial
interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which
case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this
Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer,
in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under
this Agreement, or (iii) such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations
of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement.
Such


 






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proposed transferee (except in the case
of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties
contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring
Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is
in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to
rate the securities issued in connection with such Securitization, neither Holder shall Transfer all or any portion of its
Note to any Borrower Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported
transferee.


 


(b)          Except
for a Transfer made in connection with a Securitization, or a Transfer made by an Initial Note Holder to an Affiliate, at least
five (5) days prior to a transfer of any Note, the transferring Holder shall provide to the other Holder and, if any Certificates
are outstanding, to the Rating Agencies, a certification that such transfer will be made in accordance with this Section 12,
such certification to include (1) the name and contact information of the transferee and (2) if applicable, a certification by
the transferee that it is a Qualified Transferee.


 


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


 


(d)          Notwithstanding
anything to the contrary contained herein, each Holder may pledge or transfer (a “Pledge”) its Note to any
entity (other than any Borrower Party) that has extended a credit facility to such Holder or has entered into a repurchase
agreement with such Holder and that, in each case, is either a Qualified Transferee or a financial institution whose
long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a
“Note Pledgee”), or to a Person with respect to which a Rating Agency Confirmation has been obtained, on
terms and conditions set forth in this Section 12(d), it being further agreed that a financing provided by a Note
Pledgee to either Holder or any Affiliate that controls such Holder that is secured by such Holder’s interest in its
respective Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder on the
condition that all applicable terms and conditions of this Section 12 are complied with. A Note Pledgee that is not a
Qualified Transferee may not take title to a Note without a Rating Agency Confirmation. Upon written notice, if any, by the
pledging Holder to the other Holder and the Master Servicer that a Pledge has been effected (including the name and address
of the applicable Note Pledgee), the other Holder agrees to acknowledge receipt of such notice and thereafter agrees: (i) to
give such Note Pledgee written notice of any default by the pledging Holder in respect of its obligations under this
Agreement of which default such Holder has actual knowledge and which notice shall be given simultaneously with the giving of
such notice to the pledging Holder; (ii) to allow such Note Pledgee a period of ten (10) Business Days to cure a default by
the pledging Holder in respect of its obligations to the other Holder hereunder, but such Note Pledgee shall not be obligated
to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the
Servicing Agreement (if the pledging Holder had the right to consent to such amendment, modification, waiver or termination
pursuant to the terms hereof) shall be effective against such Note Pledgee without the written consent of such Note Pledgee,
which consent shall
not be unreasonably withheld, conditioned or delayed and which consent 


 






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shall be deemed to be given if Note Pledgee shall fail to
respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor;
(iv) that the other Holder shall accept any cure by such Note Pledgee of any default of the pledging Holder which such pledging
Holder has the right to effect hereunder, as if such cure were made by such pledging Holder; (v) that the other Holder or Servicer
shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any such
certificate(s) shall be in a form reasonably satisfactory to the other Holder; and (vi) that, upon written notice (a “Redirection
Notice”) to the Master Servicer by such Note Pledgee that the pledging Holder is in default beyond any applicable cure
periods with respect to the pledging Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement
or other agreements relating to the Pledge between the pledging Holder and such Note Pledgee (which notice need not be joined in
or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee
(or at any time that pledging Holder otherwise directs that such payment be made to Note Pledgee pursuant to a separate notice)
shall be entitled to receive any payments that any Servicer would otherwise be obligated to make to the pledging Holder from time
to time pursuant to this Agreement or any Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases
the other Holder and any Servicer from any liability to the pledging Holder on account of any Holder’s or Servicer’s
compliance with any Redirection Notice believed by any Servicer or other Holder in good faith to have been delivered by a Note
Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder (and accept an assignment
in lieu of foreclosure as to such collateral), in accordance with applicable law, the pledge agreement, repurchase agreement or
similar agreement between the pledging Holder and the Note Pledgee and this Agreement. In such event, or if the pledging holder
otherwise assigns its interests to the Note Pledgee, the other Holder and the Master Servicer shall recognize such Note Pledgee
(and any transferee (other than any Borrower Party) that is also a Qualified Transferee at any foreclosure or similar sale held
by such Note Pledgee or any transfer in lieu of foreclosure), and such Person’s successor and assigns, as the successor to
the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Transferee
shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization
upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a
Note Pledgee under this Section 12(d) shall remain effective as to any Holder (and any Servicer) unless and until such Note
Pledgee shall have notified such Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has
terminated.


 


13.          Exercise
of Remedies by the Servicer. (a) Subject to the terms of this
Agreement and the Servicing Agreement and subject to the rights and consents, where required, of the Directing Holder, the
Servicer shall have the sole and exclusive authority with respect to the administration of, and exercise of rights and
remedies with respect to, the Mortgage Loan, including, without limitation, the sole and exclusive authority to (i) modify or
waive any of the terms of the Mortgage Loan Documents, (ii) consent to any action or failure to act by the Borrower or any
party to the Mortgage Loan Documents, (iii) vote all claims with respect to the Mortgage Loan in any bankruptcy, insolvency
or other similar proceedings and (iv) to take legal action to enforce or protect each Holder’s interests with respect
to the Mortgage Loan or to refrain from exercising any powers or rights under the Mortgage Loan Documents, including the


 






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right at any time to call or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage Loan or
institute any foreclosure action, and the Holders shall have no voting, consent or other rights whatsoever with respect to
the Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to
the terms and conditions of the Servicing Agreement, the Servicer shall have the sole and exclusive authority to make
Property Advances with respect to the Mortgage Loan. Except as otherwise provided in this Agreement, each Holder agrees that
it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Servicer the rights, if any, that
such Holder has to (A) call or cause the Servicer to call an event of default under the Mortgage Loan, or (B) exercise any
remedies with respect to the Mortgage Loan or the Borrower, including, without limitation, filing or causing the Lead Note
Holder or such Servicer to file any bankruptcy petition against the Borrower. Each Holder shall, from time to time, execute
such documents as any Servicer shall reasonably require to evidence such assignment with respect to the rights described in
clause (iii) of the first sentence in this Section 13(a).


 


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


 


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


 


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


 


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


 


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


 


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


 


(3)          at
least ten (10) days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents
in the Servicing File requested by the Non-Lead Note Holder; and


 


(4)          until
the sale is completed and a reasonable period of time (but no less time than is afforded to other offerors and the Directing


 






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Holder)
prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents
that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale.


 


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


 


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


 


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


 


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


 






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the Directing Holder as may be necessary in the reasonable judgment of the Directing Holder in order
to make a judgment with respect to such Major Decision. The Directing Holder may also direct the Special Servicer to take, or
to refrain from taking, such other actions with respect to the Mortgage Loan as the Directing Holder may deem advisable.


 


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


 


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


 


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


 


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


 






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


 


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


 


(i)           to
provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing
Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report
relating to the Mortgage Loan to the Non-Directing Holder, within the same time frame it is required to provide to the Directing
Holder; and


 


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


 


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


 


(c)          In
addition to the foregoing non-binding consultation rights, the Non-Directing Holder shall have the right to annual conference calls
with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer
or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.


 






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


 


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


 


17.          Advances;
Reimbursement of Advances. (a) (i) Pursuant to terms of the Servicing Agreement, the Lead Servicer and/or the related
Trustee shall be obligated (subject to customary determinations of non-recoverability) to make (1) Property Advances with
respect to the Mortgage Loan or the Mortgaged Property and (2) P&I Advances with respect to the Lead Note and (ii)
pursuant to the terms of the Non-Lead Securitization Servicing Agreement, the Non-Lead Master Servicer and/or the related
Non-Lead Trustee may be obligated to make P&I Advances with respect to the Non-Lead Note. The Lead Servicer and/or the
related Trustee will not be required to make any P&I Advance with respect to the Non-Lead Note and the Non-Lead Master
Servicer and/or the Non-Lead Trustee will not be required to make any P&I Advance with respect to any Lead Note, any
other Non-Lead Note or any Property Advance. The Lead Servicer, the Non-Lead Master Servicer, the Trustee and the Non-Lead
Trustee will be entitled to interest on any Advance (at a rate not to exceed the Prime Rate) made in the manner and from the
sources provided in the Note A-1 PSA and the Note A-2 PSA, as applicable.


 


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


 


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


 


(d)          The
parties to each of the Note A-1 PSA and the Note A-2 PSA shall each be entitled to make their own recoverability determination
with respect to a P&I Advance based


 






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on the information that they have on hand and in accordance with the Note A-1 PSA and the
Note A-2 PSA, as applicable.


 


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


 


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


 


(b)          For
so long as DB-AG or an Affiliate of DB-AG (the “Initial Note A-2 Holder”) is the owner of Note A-2, the Initial
Note A-2 Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended
and restated notes or additional notes (in either case “New A-2 Notes”) reallocating the principal of Note A-2
among other New A-2 Notes; reducing the Mortgage Interest Rates of such New A-2 Notes or severing the Note A-2 into one or more
further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of Note
A-2, provided that (i) the aggregate principal balance of the New A-2 Notes following such amendments is no greater than
the principal balance of Note A-2 prior to such amendments, (ii) all New A-2 Notes continue to have the same or a lower interest
rate as the Note A-2 prior to such amendments, (iii) all New A-2 Notes pay pro rata and on a pari passu basis and
such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-2
Holder holding the New A-2 Notes shall notify the parties to the Note A-1 PSA in writing of such modified allocations and principal
amounts. In connection with the foregoing, (1) the Master


 






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Servicer is hereby authorized to execute amendments to the Loan Agreement
and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely
for the purpose of reflecting such reallocation of principal, any reduction of Mortgage Interest Rates or such severing of Note
A-2, (2) if Note A-2 is severed into “component” notes, such component notes shall each have their same rights as the
respective original Note and (3) the definition of the term “Securitization” and all of the related defined terms may
be amended (and new terms added, as necessary) to reflect the New A-2 Notes. Rating Agency Confirmation shall not be required for
any amendments to this Agreement required to facilitate the terms of this paragraph 18(b).


 


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


 


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


 


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


 


(iii)         the
Master Servicer shall remit all payments received with respect to the Non-Lead Note, net of the Servicing Fees payable to the Master
Servicer and Special Servicer with respect to the Non-Lead Note, and any other applicable fees and reimbursements payable to the
Master Servicer, the Special Servicer and the Trustee, to the Non-Lead Note Holder by the Master Servicer Remittance Date for the
Non-Lead Note;


 


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


 






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


 


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


 


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


 


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


 






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under the
Securities Act, the Exchange Act (including Rule 15Ga-1), Regulation AB and Form SF-3, (b) without limiting the generality of the
foregoing (x) the Depositor shall provide or cause to be provided to the Non-Lead Depositor and the Non-Lead Trustee (1) written
notice in a timely manner (but no later than three (3) Business Days prior to closing) of the occurrence of such Securitization,
and (2) no later than one (1) business day following the closing date of such Securitization, a copy of the Lead Securitization
Servicing Agreement in an EDGAR-compatible format, and (y) the Master Servicer and Special Servicer (or any replacement Master
Servicer or Special Servicer, as applicable) shall, upon reasonable prior written request, and subject to the right of the Master
Servicer or the Special Servicer, as the case may be, to review and approve such disclosure materials, permit a holder of the Non-Lead
Note to use such party’s description contained in the Lead Securitization prospectus (updated as appropriate by the Master
Servicer or Special Servicer, as applicable, at the cost of the Non-Lead Sponsor) (or, in the case of a replacement Special Servicer,
contained in a Lead Securitization Form 8-K), for inclusion in the disclosure materials (or, in the case of a replacement Special
Servicer, for inclusion in a Form 8-K) relating to any securitization of the Non-Lead Note, and (z) the Master Servicer and the
Special Servicer (or any replacement Master Servicer or Special Servicer, as applicable), shall provide indemnification agreements,
opinions and Regulation AB compliance letters as were or are being delivered with respect to the Lead Securitization (in each case,
at the cost of the Non-Lead Sponsor), and (c) in connection with any amendment of the Lead Securitization Servicing Agreement,
the party requesting such amendment shall provide written notice (which may be by e-mail) of such proposed amendment to the Non-Lead
Depositor and the Non-Lead Trustee no later than three (3) Business Days prior to the date of effectiveness of such amendment,
and, on the date of effectiveness of such amendment to the Lead Securitization Servicing Agreement, provide a copy of such amendment
in an EDGAR-compatible format to the Non-Lead Depositor and the Non-Lead Trustee. The Master Servicer and the Special Servicer
shall each be required to provide certification and indemnification to any “certifying party” with respect to any applicable
Sarbanes-Oxley Certification with respect to the Non-Lead Securitization;


 


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


 






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shall be promptly paid by the applicable Affected Reporting Party
upon receipt of an itemized invoice from the Non-Lead Depositor;


 


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


 


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


 


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


 


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


 


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


 


(xv)        to
the extent related to the Mortgage Loan, the Master Servicer or the Special Servicer, Rating Agency Confirmation shall be provided
with respect to the Certificates issued in connection with the Non-Lead Securitization to the same extent a Rating Agency Confirmation
is provided with respect to the Certificates issued in connection with the Lead Securitization;


 


(xvi)       Servicer
Termination Events with respect to the Master Servicer and the Special Servicer shall include (i) solely with respect to the Master
Servicer, the failure to timely remit payments to the Non-Lead Note Holder, which failure continues unremedied for one (1) Business
Day following the date on which such payment was to be made; (ii)


 






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


 


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


 


(xviii)     if
the Non-Lead Note becomes the subject of an Asset Review pursuant to the Non-Lead Securitization Servicing Agreement, the Master
Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Non-Lead Asset Representations
Reviewer in connection with such Asset Review by providing the Non-Lead Asset Representations Reviewer with any documents reasonably
requested by the Non-Lead Asset Representations Reviewer, but only to the extent (x) such documents


 






     -33-


     


    




 


are in the possession of the
Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, and (y) the Non-Lead Asset Representations
Reviewer has not been able to obtain such documents from the related mortgage loan seller; and


 


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


 


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


 


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


 


(ii)          each
of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties pursuant to the terms of the Lead Securitization Servicing Agreement and, in the case of the Lead
Securitization Trust, to the extent of any Additional Trust Fund


 






     -34-


     


    




 


Expenses with respect to the Mortgage Loan) by the Non-Lead Securitization
Trust, against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs,
liabilities, fees and expenses incurred in connection with the servicing and administration of the Mortgage Loan and the Mortgaged
Property (or, with respect to the Operating Advisor, incurred in connection with the provision of services for the Mortgage Loan)
under the Lead Securitization Servicing Agreement (collectively, the “Indemnified Items”) to the extent of its
Pro Rata and Pari Passu Basis share of such Indemnified Items, and to the extent amounts on deposit in the Loan Combination Custodial
Account that are allocated to the Non-Lead Note are insufficient for reimbursement of such amounts, the Non-Lead Master Servicer
will be required to reimburse each of the applicable Indemnified Parties for the Non-Lead Note’s Pro Rata and Pari Passu
Basis share of the insufficiency out of general funds in the collection account (or equivalent account) established under the Non-Lead
Securitization Servicing Agreement;


 


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


 


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


 


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


 


(e)          Each
Initial Note Holder shall:


 


(A)  give
the other Holder and the parties to any previously executed Securitization Servicing Agreement (provided that such Securitization
Servicing Agreement has been delivered to such Initial Note Holder) notice of any impending Securitization of such Holder’s
Note in writing (which may be by e-mail) within three (3) Business Days after the printing of the preliminary prospectus for such
Securitization, together with contact information for each of the parties to the related proposed Securitization Servicing Agreement;
and


 


(B)   send
to the other Holder and the parties to the Non-Lead Securitization Servicing Agreement (that are not also party to the Lead Securitization
Servicing 


 






     -35-


     


    




 


Agreement) (x) on any Lead Securitization Date, a copy (in EDGAR-compatible format) of the execution version of the Lead
Securitization Servicing Agreement, (y) within (1) one Business Day after the date of any re-filing by the Depositor of the Lead
Securitization Servicing Agreement with the Commission to account for any changes thereto (other than a formal amendment thereto
following the Lead Securitization Date), a copy (in EDGAR-compatible format) of the re-filed Lead Securitization Servicing Agreement,
and (z) promptly following distribution thereof to the parties to the Lead Securitization Servicing Agreement, any changes made
by the Depositor to the Lead Securitization Servicing Agreement (other than a formal amendment thereto following the Lead Securitization
Date).


 


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


 


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


 


21.          Successors
and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns. Each of the Master Servicer, the Non-Lead Master Servicer, the Trustee
and the Non-Lead Trustee is an intended third-party beneficiary of this Agreement. Except as provided in Section 5 and
the preceding sentence, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not
a party hereto.


 


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


 


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


 






     -36-


     


    




 


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


 


25.          Custody
of Mortgage Loan Documents/ Mortgagee of Record. The originals of all of the Mortgage Loan Documents (other than Non-Lead
Notes) will be held (i) prior to the Lead Securitization, by Wells Fargo Bank, National Association, as interim custodian and
(ii) on and after the Lead Securitization, by the Trustee for the Lead Securitization (or by a custodian on its behalf) under
the terms of the Lead Securitization Servicing Agreement on behalf of all of the Holders. The Trustee of the Lead
Securitization shall at all times be the mortgagee of record with respect to the Mortgage Loan.


 


[NO FURTHER TEXT ON THIS PAGE]


 






     -37-


     


    




 


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


 





	 	Note A-1 Holder:
	 	 
	 	CITIGROUP GLOBAL MARKETS
REALTY CORP.
	 	 	 
	 	By:	/s/ Ana Rosu Mermann
	 	 	Name: Ana Rosu Mermann
	 	 	Title: Authorized Signatory



 


(Co-Lender Agreement – One
Harbor Point Square Loan)


 






     


     


    

 


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


 





	 	Note A-2 Holder:
	 	 
	 	DEUTSCHE BANK AG, NEW YORK BRANCH
	 	 	 
	 	By:	/s/ ALEXIS BLOCK
	 		Name: ALEXIS BLOcK
	 	 	Title: DIRECTOR
	 	 	 
	 	By:
	/s/ MURRAY MACKINNON
	 	 	Name: MURRAY MACKINNON

	 	 	Title: VICE PRESIDENT



 


(Co-Lender Agreement – One
Harbor Point Square Loan)


 






     


     


    




  


EXHIBIT A


 


MORTGAGE LOAN SCHEDULE


 


A.          Description
of Mortgage Loan


 


	Borrower:	One Harbor Point Square LLC
	Mortgage Loan Origination Date: 	April 11, 2016
	Initial Principal Amount of Mortgage Loan:	$82,000,000
	Co-Lender Closing Date Mortgage Loan Principal Balance:	$82,000,000
	Location of Mortgaged Property:	One Harbor Point Square, Stamford Connecticut
	Current Use of Mortgaged Property:	Office and Retail
	Mortgage Interest Rate:	
        Note A-1:          4.6995% 

        Note A-2:          4.6995% 

	Maturity Date:	May 6, 2026


 






     A-1


     


    

  


B.          Description
of Notes


 


	Mortgage Loan Origination Date:	April 11, 2016
	Initial Note A-1 Principal Balance:	$41,000,000
	Initial Note A-2 Principal Balance:	$41,000,000
	Initial Note A-1 Percentage Interest:	100%
	Initial Note A-2 Percentage Interest:	100%
	Note A-1 Interest Rate:	4.6995%
	Note A-2 Interest Rate:	4.6995%
	Note A-1 Default Interest Rate:	Lesser of (a) the maximum rate permitted by law or (b) five percent (5%) above the Note A-1 Interest Rate
	Note A-2 Default Interest Rate: 	Lesser of (a) the maximum rate permitted by law or (b) five percent (5%) above the Note A-2 Interest Rate


 






     A-2


     


    




 


EXHIBIT B


 


Note A-1 Holder:


 


Citigroup Global Markets Realty Corp.

390 Greenwich Street

7th Floor

New York, New York 10013

Attention: Ana Rosu Marmann

Facsimile No.: (646) 328-2938


 


with a copy to:




Citigroup Global Markets Realty Corp.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice

Telecopier: (212) 723-8599

paul.t.vanderslice@citi.com 


 


Citigroup Global Markets Realty Corp. 


388 Greenwich Street, 19th Floor 


New York, New York 10013 


Attention: Richard Simpson 


Telecopier: (646) 328-2943 


E-mail: richard.simpson@citi.com


  


Ryan M. O’Connor 


Telecopier: (646) 328-2943

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


 


 Orrick, Herrington & Sutcliffe LLP


 51 West 52nd Street


 New York, New York 10019


 Attention: Janet Barbiere


 Telecopier: (212) 506-5151


 E-mail: jbarbiere@orrick.com


 


Note A-2 Holder:


 


Deutsch Bank AG, New York Branch

60 Wall Street

New York, New York 10005

Attention: Robert Pettinato

Telecopier: (212) 797-4488

E-mail: Robert.Pettinato@db.com


 






     B-1


     


    




 


with a copy to:


 


Deutsch Bank AG, New York Branch

60 Wall Street

New York, New York 10005

Attention: General Counsel


 


with a copy to:


 


Sidley Austin LLP

One South Dearborn

Chicago, Illinois 60603

Attention: Charles E. Schrank


 






     B-2


     


    




 


EXHIBIT C


 


PERMITTED FUND MANAGERS


 


Westbrook Partners 


iStar Financial Inc. 


Capital Trust 


Archon Capital, L.P. 


Whitehall Street Real Estate Fund, L.P. 


The Blackstone Group 


Normandy Real Estate Partners 


Dune Real Estate Partners 


AllianceBernstein 


Rockwood 


RREEF Funds 


Hudson Advisors 


Artemis Real Estate Partners 


Apollo Real Estate Advisors 


Colony Capital, Inc. 


Praedium Group 


Fortress Investment Group, LLC 


Lonestar Opportunity Funds 


Clarion Partners 


Walton Street Capital, LLC 


Starwood Financial Trust 


BlackRock, Inc. 


Eightfold Real Estate Capital, L.P. 


DLJ Real Estate Capital Partners 


Land-Lease Real Estate Investments 


JER Partners 


Rialto Capital Management 


Raith Capital Partners 


Torchlight Investors, LLC


 






     C-1


     


    

  


EXHIBIT D 


 


UNANIMOUS DECISIONS


 


Unanimous Decisions:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 



     D-1