Exhibit 4.15


 


EXECUTION VERSION


 







 


Regent Medical Office


 


CO-LENDER AGREEMENT


 


Dated as of May 24, 2016


 


between


 


NATIXIS REAL ESTATE CAPITAL LLC

(Note A-1 Holder)


 


and


 





NATIXIS REAL ESTATE CAPITAL LLC

(Note A-2 Holder)


 








 






    


     

    

 


TABLE OF CONTENTS


  




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













 



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THIS CO-LENDER AGREEMENT (the
“Agreement”), dated as of May 24, 2016, is between NATIXIS REAL ESTATE CAPITAL LLC, a Delaware limited
liability company (“Natixis”), having an address at 1251 Avenue of the Americas, New York, New York 10020, as
the holder of Note A-1 and Natixis, as the holder of Note A-2.


 


W I T N E S
S E T H:


 


WHEREAS, Natixis Real Estate
Capital LLC, a Delaware limited liability company, having an address at 1251 Avenue of the Americas, New York, New York 10020 (the
“Lender”) has made a mortgage loan in the original principal amount of $81,500,000 (the “Mortgage Loan”)
to the borrower(s) described on the Mortgage Loan Schedule (the “Borrower”) pursuant to a loan agreement between
the Borrower, as borrower, and the Lender, as lender, dated as of April 29, 2016 (the “Loan Agreement”), which
Mortgage Loan was evidenced by a single promissory note in the original principal amount of $81,500,000 (the “Original
Promissory Note”);


 


WHEREAS, the Mortgage Loan is
secured by a first mortgage lien (the “Mortgage”) on the Borrower’s fee interest in the portfolio of properties
known as Regent Medical Office, as more fully described in Exhibit A hereto (the “Mortgaged Property”);


 


WHEREAS, the Mortgage Loan is
currently evidenced by two notes, Promissory Note A-1 in the original principal amount of $70,000,000 and Promissory Note A-2
in the original principal amount of $11,500,00 (“Note A-1” and “Note A-2” respectively and
individually, each, a “Note” and collectively the “Notes”);


 


WHEREAS, Natixis intends to sell,
transfer and assign its right, title and interest in and to Note A-1 to Wells Fargo Commercial Mortgage Securities, Inc. (“WFCMS”),
as depositor, pursuant to a Mortgage Loan Purchase Agreement dated as of May 10, 2016, by and between WFCMS, as purchaser, and
Natixis, as seller, and WFCMS intends to transfer its right, title and interest in and to Note A-1 to Wilmington Trust, National
Association, as trustee for the Wells Fargo Commercial Mortgage Trust 2016-C34 under a pooling and servicing agreement, dated as
of May 1, 2016 (the “Note A-1 PSA”), among WFCMS, as depositor, Wells Fargo Bank, National Association, as master
servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington
Trust, National Association, as trustee and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer
(such sales, transfers and assignments, the “Note A-1 Securitization”);


 


WHEREAS, 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 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;
and


 



    


     

    

 





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, the terms of
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.


 


“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 or the Note A-2 PSA.


 


“Affiliate”
shall mean, 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. For the purposes of this definition,
“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.


 


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


 


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


 


“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).


 






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


 


“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.


 


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


 


“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. The terms “controlled
by,” “controlling” and “under common control with” shall have the respective correlative meaning
thereto.


 


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


 


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


 


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


 


“Directing Holder”
shall mean the Note A-1 Holder or, if Note A-1 is 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 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, property manager or affiliate thereof shall be entitled
to act as Directing Holder.


 


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


 


“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


 



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(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, Liquidation Fees, Workout Fees, as applicable, reimbursement of costs and
expenses, reimbursement of Property Advances and interest thereon at the Reimbursement Rate;


 


but 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.


 


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


 


“Holder” shall
mean the Note A-1 Holder and/or the Note A-2 Holder, as the context indicates.


 


“Intervening Trust Vehicle”
shall mean, with respect to any Securitization Vehicle that is a CLO, a trust vehicle or entity which holds 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.


 


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


 


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


 


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


 


“Lead Securitization
Trust” shall mean the trust established under the Note A-1 PSA.


 


“Lead Servicer”
shall mean the master servicer designated under the Note A-1 PSA.


 


“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.


 


“Major Action”
shall have the meaning assigned to the term “Material Action,” “Major Action,” “Major Decision”
or any equivalent term in the Servicing Agreement.


 


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


 



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“Master Servicer Remittance
Date” shall mean:


 


(i)          with
respect to Note A-1, the “Master Servicer Remittance Date” (or analogous term) as defined in the Servicing Agreement;
and


 


(ii)         with
respect to Note A-2, the earlier of (a) the “Master Servicer Remittance Date” (or analogous term) as defined in the
Servicing Agreement or (b) the first Business Day after the “determination date,” as such term or a similar term is
defined in the Note A-2 PSA, provided, however, that no remittance is required to be made until two Business Days
after receipt of the scheduled monthly payment with respect to the Mortgage Loan.


 


“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.


 


“Mortgage Loan Principal
Balance” shall mean, at any date of determination, the aggregate 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.


 


“Natixis”
shall mean Natixis Real Estate Capital LLC and its successors in interest.


 


“Non-Directing Holder”
shall mean the Note A-2 Holder or, if Note A-2 is included in a Securitization, holders of Certificates representing the specified
interest in the class


 



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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 Note A-2 PSA to exercise the rights granted to
the Non-Directing Holders in this Agreement.


 


“Non-Lead Master Servicer”
shall mean, with respect to Note A-2 and the Note A-2 PSA, the master servicer designated under the Note A-2 PSA.


 


“Non-Lead Note”
shall mean Note A-2.


 


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


 


“Non-Lead Servicing
Agreement” shall mean the Note A-2 PSA.


 


“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 Natixis Real Estate Capital LLC or any subsequent holder of Note A-1.


 


“Note A-1 Master Servicer”
shall mean the master servicer under the Note A-1 PSA.


 


“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 have the meaning assigned such term in the recitals.


 


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


 


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


 


“Note A-1 Trustee”
shall mean the trustee under the Note A-1 PSA.


 


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


 


“Note A-2 Holder”
shall mean Natixis Real Estate Capital LLC or any subsequent holder of Note A-2.


 


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


 


“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


 



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principal thereon received by the Note A-2 Holder
and any reductions in such amount pursuant to Section 4.


 


“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.


 


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


 


“P&I Advance”
shall mean an advance made by a party to the Note A-1 PSA or 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 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 Interest Rate of such Note based on the outstanding principal balance of the such Note and (ii) for
all other purposes, the allocation of any particular payment, collection, cost, expense, liability or other amount between such
Notes or such Holders, as the case may be, without any priority of any such Note or any such Holder over another Note or Holder,
as the case may be, and in any event such that each Note or Holder, as the case may be, is allocated its respective pro rata share
based on the principal balance of its Note in relation to the principal balance of the entire Mortgage Loan of such particular
payment, collection, cost, expense, liability or other amount.


 



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“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 in the case of a Special Servicer, LNR Partners, LLC 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) a servicer 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) in the case of DBRS, that within the twelve
(12) month period prior to the date of determination such servicer was acting as servicer or special servicer, as applicable, in
a commercial mortgage loan securitization that was rated by DBRS and DBRS has not downgraded or withdrawn the then current rating
on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation
of such servicer as servicer or special servicer, as applicable, of such commercial mortgage securities as a material reason for
such downgrade or withdrawal. 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 any such Securitization(s) shall not be considered.


 


“Qualified Transferee”
shall mean an Affiliate of the initial Note A-1 Holder or the initial Note A-2 Holder or one or more of the following (other than
the Borrower or any entity which is an Affiliate of the Borrower):


 


(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


 


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


 



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(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 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 of the Rating Agencies that
also assigned a rating to one or more classes of securities issued in connection with the Securitization of a Note; (2) 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 $400,000,000 in total assets (in name or under management) and (except with respect
to a pension advisory firm or similar fiduciary) at least $150,000,000 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, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution whose
long-term senior unsecured debt is then rated in one of the top two rating categories of each of the Rating Agencies.


 


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


 



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“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 Note A-1
Holder, 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 Servicing Agreement and the Note A-2
PSA, as applicable, 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.


 


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


 


“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 and Poor’s Ratings Services, a Standard and Poor’s Financial Services business, and its successors
in interest.


 


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


 


“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.


 


“Servicing Agreement”
shall mean the Note A-1 PSA; provided that in the event the Lead Note is no longer an asset of the trust fund created pursuant
to the Note A-1 PSA, the


 



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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 outstanding principal balance of the Mortgage Loan 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, when applied to the Mortgage
Loan Principal Balance (which may be a different rate with respect to each of the Notes), will determine the 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.


 


“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 and hereunder.


 


“Special Servicing Fee”
shall have the meaning given to such term in the 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.


 


“Trustee”
shall mean the trustee under the Note A-1 PSA or the Note A-2 PSA, as the context requires.


 


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 from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Special
Servicer pursuant to the terms of this Agreement and the Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer
with respect to its exercise of its rights and obligations under the Servicing Agreement.


 


(b)         Subject to the terms and
conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer
and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special


 



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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 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).


 


(c)           If, at any time the Lead
Note is no longer in a Securitization, the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing
agreement that is substantially similar to the Servicing Agreement (and, if any 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) 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 written confirmation has been obtained), the Note
A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement as if such 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 Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement
that was previously in effect.


 


(d)         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 the Borrower or an Affiliate of the Borrower shall be deemed a third-party
beneficiary of such provisions of the Servicing Agreement that run to the benefit of such Holder. It is understood that any 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 applicable Non-Lead Note Holder from funds payable
to it hereunder or otherwise.


 


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


 


(f)          If any Note is included
as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning of Section 860D(a)
of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall be administered
such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within the meaning of
Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf of the Holders
pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on
such property following a default on the Mortgage Loan shall be administered so that the interest of the pro rata share
of each Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code, and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent
from any action of the


 



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Borrower, or exercise or refrain from exercising any powers or rights that the Holders may have under the
Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage Loan, within
the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three (3) months
after the startup day of the REMIC that includes any Note (or any portion thereof). Each Holder agrees that the provisions of this
paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement relating to the administration of
the Mortgage Loan.


 


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


 


3.           Priority
of Notes. Note A-1 and Note A-2 shall be of equal priority, and no portion of any of Note A-1 or Note A-2 shall have priority
or preference over any portion of the 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 Master Servicer and applied to Note A-1 and Note
A-2 on a Pro Rata and Pari Passu Basis.


 


The Servicing Agreement may provide
for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) pay the Master Servicer, the Trustee
or the Special Servicer for interest accrued on any 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 Note A-2 is
not included in a Securitization, any Penalty Charges allocated to Note A-2 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.


 


4.           Workout. Notwithstanding
anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement and Section
13 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 Note A-1 or Note A-2 are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment
terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be
structured to preserve, the equal priorities of Note A-1 and Note A-2 as described in Section 3.


 



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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. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs 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 Note A-1 and Note A-2 by wire transfer
to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; 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 Note A-1 or Note A-2 determines, or a court of competent jurisdiction
orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency,
bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note
A-2 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 the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note
A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall
have been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon
at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder,
any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 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 the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against
any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided,
that the obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations
from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations
of the Note A-1 Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations
and each Servicer shall be deemed a third-party beneficiary of these provisions.


 


6.           Limitation
on Liability. Subject to the terms of the Servicing Agreement, no Holder (including the Master Servicer or the Special Servicer
on its behalf) shall have any liability to any other Holder with respect to any Note, except (1) with respect to the Advance reimbursement
provisions set forth in Section 17 and (2) with respect to losses actually suffered due to the gross 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, except that the Master Servicer’s or Special Servicer’s liability may be further limited or expanded
as set forth in the Servicing Agreement).


 



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


 


(i)            It
is duly organized, validly existing and in good standing 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 the respective Note for its own account in the ordinary course of its business.


 


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


 


(viii)      It
is a Qualified Transferee.


 


8.           Independent
Analyses of each Holder. Each Holder acknowledges that, except for the representations made in Section 7, it has, independently
and without reliance upon any other Holders 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 Holders
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,


 



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


 


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 among any Holder (or the Master Servicer, Special Servicer or Trustee on its behalf) and any other
Holder a partnership, association, joint venture or other entity. Each Holder (or the Master Servicer, Special Servicer or Trustee
on its behalf) shall have no obligation whatsoever to offer to the other Holders the opportunity to purchase notes or interests
relating to any future loans originated by such Holder or any of its Affiliates, and if any Holder chooses to offer to any of
the other Holders, the opportunity to purchase notes or interests in any future mortgage loans originated by such Holder or its
Affiliates, such offer shall be at such purchase price and interest rate as such Holder chooses, in its sole and absolute discretion.
None of the Holders shall have any obligation whatsoever to purchase from any other Holder any notes or interests in any future
loans originated by any other Holder or any of its Affiliates.


 


10.         Not
a Security. Neither of Note A-1 nor Note A-2 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 Holders may make loans or otherwise extend credit
to, and generally engage in any kind of business with, any Affiliate of the Borrower, and receive payments on such other loans
or extensions of credit to any Affiliate of the Borrower 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, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization
trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by
the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers
that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein
for the benefit of the other


 



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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, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate
of the Borrower 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 Holder to an Affiliate, at least five (5) days prior
to a transfer of any Note, the transferring Holder shall provide to the other Holders 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 the Borrower or any Affiliate of the Borrower) that has extended a credit facility to such Holder or has entered into a repurchase
agreement with such Holder and that, in each case, is either a Qualified Transferee or a financial institution whose long-term
unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Note Pledgee”),
or to a Person with respect to which a Rating Agency Confirmation has been obtained, on terms and conditions set forth in this
Section 12(d), it being further agreed that a financing provided by a Note Pledgee to any Holder or any Affiliate that controls
such Holder that is secured by such Holder’s interest in its respective Note and is structured as a repurchase arrangement,
shall qualify as a “Pledge” hereunder on the condition that all applicable terms and conditions of this Section
12 are complied with. A Note Pledgee that is not a Qualified Transferee may not take title to a Note without a Rating Agency
Confirmation. Upon written notice, if any, by the pledging Holder to the other Holders and the Servicer that a Pledge has been
effected (including the name and address of the applicable Note Pledgee), the other Holders agree to acknowledge receipt of such
notice and thereafter agree: (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 Holders hereunder, but such Note Pledgee shall not
be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing
Agreement (if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the
terms hereof) shall be effective against such Note Pledgee without the written consent of such Note Pledgee, which consent shall
not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Note Pledgee shall fail to
respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after


 



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request therefor;
(iv) that the other Holders 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 Holders 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 Holders; and (vi) that, upon written notice (a “Redirection
Notice”) to the 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 Holders 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 Holders 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 Holders and the Servicer shall recognize such Note Pledgee (and
any transferee (other than the Borrower or any Affiliate of the Borrower) 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 the Holders’
interests with respect to the Mortgage Loan or to refrain from exercising any powers or rights under the Mortgage Loan Documents,
including the right at any time to call or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage
Loan or institute any foreclosure action, and the Holders shall have no voting, consent








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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 other than
as provided in the Servicing Agreement. 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 related Trustee shall not have any fiduciary duty to the Non-Lead Note Holders in connection with the administration of the
Mortgage Loan (but the foregoing shall not relieve the Lead Servicer and the related Trustee from their respective obligation under
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 the following:


 


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


 


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


 


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


 


(2)         at least 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 10
days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicing
File reasonably requested by a Non-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) 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.


 



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Any 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 Holders and the Non-Directing Holders shall be permitted to submit an offer at any sale
of the Defaulted Mortgage Loan (unless such Person is the Borrower or an agent or Affiliate of the Borrower).


 


The Non-Lead Note Holders hereby
appoint the Lead Note Holder as their agent, and grant 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 Notes.
Each Non-Lead Note Holder further agrees that, upon the request of the Lead Note Holder, such Non-Lead Note Holder shall execute
and deliver to or at the direction of Lead Note Holder such powers of attorney or other instruments as the Lead Note Holder may
reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following such request,
and shall deliver the related 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.


 


The authority of the Lead Securitization
Note Holder to sell the Non-Lead Securitization Note, and the obligations of the Non-Lead Securitization Note Holder to execute
and deliver instruments or deliver the Non-Lead Securitization Note upon request of the Lead Securitization Note Holder, shall
terminate and cease to be of any further force or effect upon the date, if any, upon which the Lead Securitization Note is repurchased
by the Initial Note A-1 Holder from the trust fund established under the Lead Securitization Servicing Agreement in connection
with a material breach of representation or warranty made by the Initial Note A-1 Holder with respect to Lead Securitization Note
or material document defect with respect to the documents delivered by the Initial Note A-1 Holder with respect to Lead Securitization
Note upon the consummation of the Lead Securitization.


 


(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. (a) 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 Action unless it has obtained the prior written


 



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consent of the Special Servicer and (ii)
the Special Servicer shall not be permitted to consent to the Master Servicer’s taking any Major Action nor will the Special
Servicer itself be permitted to take any Major Action as to which the Directing Holder has objected in writing within ten (10)
Business Days (or 30 days with respect to an Acceptable Insurance Default) after receipt of the written recommendation and analysis
and such additional information requested by the Directing Holder as may be necessary in the reasonable judgment of the Directing
Holder in order to make a judgment with respect to such Major Action. 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,
subject to the terms of the Servicing Agreement.


 


(b)         If the Directing Holder
fails to notify the Special Servicer of its approval or disapproval of any proposed Major Action within ten (10) Business Days
(or 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 Action 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 30 days with respect to an Acceptable Insurance Default) period, such Major Action shall be deemed to have been approved
by the Directing Holder.


 


(c)          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.


 


(d)          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 or the Special Servicer to liability, or materially expand the scope of the Master Servicer’s or the
Special Servicer’s responsibilities under the Servicing Agreement.


 


(e)         The Directing Holder shall
have no liability to the other Holders or any other Person for any action taken, or for refraining from the taking of any action
or the giving of any consent or the failure to give any consent pursuant to this Agreement or the 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 another 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


 



    -21-


     

    

 


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.


 


15.         Appointment
of Special Servicer. Subject to the terms of the Servicing Agreement, 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 Holders and the parties to the Note A-1 PSA and the Note A-2 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 Holders. (a) The Note A-1 PSA shall provide that the Servicer shall be required:


 


(i)          to
provide copies of the same notices, information and reports that it is required to provide to the Directing Holder pursuant to
the Servicing Agreement with respect to any Major Actions or the implementation of any recommended actions outlined in an Asset
Status Report relating to the Mortgage Loan to the Non-Directing Holders (but without regard to whether or not the Directing Holder
actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time
frame as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has
lost any rights to receive such information as a result of a Consultation Termination Event), provided, however,
that if Note A-2 has been included in a Securitization, then for any information for which the Special Servicer would be required
to provide to such Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization
transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and


 


(ii)         to
consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports,
such Non-Directing Holder requests consultation with respect to any such Major Action or the implementation of any recommended
actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such
Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to each
Non-Directing Holder of written notice of a proposed action, together with copies of the notice, information and report required
to be provided to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether
or not the Non-Directing Holders have responded within such ten (10) Business Day period (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 shall
be begin anew from the date of such proposal and delivery of all information relating thereto).


 



    -22-


     

    

 


(b)         Notwithstanding the foregoing
non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Action or any action set forth in
the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Servicer determines 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 Holders 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.


 


(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 Holders.


 


(e)         Any Non-Directing Holder
that is the Borrower or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.


 


17.        Advances;
Reimbursement of Advances. (a) From time to time, (i) pursuant to terms of the Servicing Agreement, the Lead Servicer and/or
the related Trustee may be obligated 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 a Non-Lead Servicing Agreement, the related
Non-Lead Master Servicer and/or the related Trustee may be obligated to make P&I Advances with respect to a Non-Lead Note.
The Lead Servicer and/or the related Trustee will not be required to make any P&I Advance with respect to any Non-Lead Note
and the related Non-Lead Master Servicer and/or the related 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, each Non-Lead Master Servicer and any Trustee
will be entitled to interest on any Advance made in the manner and from the sources provided in the Note A-1 PSA or 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 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 a Property Advance or interest thereon, each Non-Lead Note Holder
(including any Securitization into which any 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 share of such Property Advance and/or interest thereon at
the Reimbursement Rate. In addition, each Non-Lead Note Holder (including any Securitization into which any Non-Lead Note is deposited)
shall promptly reimburse the Lead Servicer or the related Trustee for such Non-Lead Note Holder’s pro rata share of
any fees,


 



    -23-


     

    

 


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 with respect to the Mortgage Loan 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 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 each Non-Lead Note share from the Non-Lead Note
Holders.


 


18.         Provisions
Relating to Securitization. 


 


(a)          New Notes. For so long as Note A-2 is not in a securitization, the 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 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 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, reduction of 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(a).


 


(b)         Each Non-Lead Servicing
Agreement shall provide that:


 


(i)           the
applicable master servicer or Trustee for such Securitization shall be required to notify the master servicer, special servicer
and Trustee of each other Securitization of the amount of any P&I Advance it has made with respect to the Note included in
such Securitization within two Business Days of making such advance;


 



    -24-


     

    

 





(ii)         if
the applicable master servicer, special servicer or Trustee determines that a proposed P&I Advance, if made, or any outstanding
P&I Advance previously made, would be, or is, as applicable, a nonrecoverable advance, the master servicer shall provide the
other servicers written notice of such determination within 2 Business Days after such determination was made;


 


(iii)         in
the event such Non-Lead Note Holder is responsible for its proportionate share of any Nonrecoverable Advances (or any other portion
of a Nonrecoverable Advance) (and advance interest thereon) or other fee or expense pursuant to Section 17, and funds received
with respect to such Non-Lead Note are insufficient to cover such amounts, (x) the related master servicer will be required to
pay the Master Servicer, Special Servicer or Trustee under the Servicing Agreement, as applicable, out of general funds in the
collection account (or equivalent account) established under the related Non-Lead Servicing Agreement and (y) if the Lead Servicing
Agreement permits the Master Servicer, Special Servicer or Trustee under the Servicing Agreement to pay itself from the Lead Securitization
Trust’s general account then the master servicer under the related Non-Lead Servicing Agreement will be required
to reimburse the Lead Securitization Trust Fund out of general funds in the collection account (or equivalent account) established
under the related Non-Lead Servicing Agreement;


 


(iv)        each
of the Master Servicer and the Special Servicer shall be indemnified (as and to the same extent the Lead Securitization Trust
is required to indemnify each such party) 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 any PSA that relate solely to its servicing
of the Mortgage Loan, as applicable, and the master servicer under the related Non-Lead Servicing Agreement will be required to
reimburse the Master Servicer, Special Servicer or Trustee under the Servicing Agreement, as applicable, out of general funds
in the collection account (or equivalent account) established under the related Non-Lead Servicing Agreement;


 


(v)         each
of Trustee and the master servicer under the Non-Lead Servicing Agreement, as applicable, shall acknowledge that, (i) each of
the Master Servicer and the Trustee under the Servicing Agreement will be a third party beneficiary under the Non-Lead Servicing
Agreement with respect to any provisions therein relating to (1) the reimbursement of any nonrecoverable advances made with respect
to such Non-Lead Note by the Master Servicer or the Trustee under the Servicing Agreement and (2) as to the Master Servicer only,
the indemnification of the Master Servicer 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 any PSA and relating to such Non-Lead
Note and (ii) the Special Servicer will be a third party beneficiary under the related Non-Lead Servicing Agreement with respect
to any provisions therein relating to (1) the reimbursement of any nonrecoverable advances made with respect to such Non-Lead
Note by the Special Servicer (it being understood that the Special Servicer is not required to make any Advances) and (2) the
indemnification of the Special Servicer 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 any PSA and relating to such Non-Lead
Note; and


 



    -25-


     

    

 





(vi)        the
Master Servicer and the Special Servicer shall be third party beneficiaries of the foregoing provisions.


 


(c)         Notice to Parties to the
Lead Securitization PSA. The Note A-2 Holder shall provide the Depositor, the Servicer and the Special Servicer under the Lead
Securitization PSA (as of the Note A-2 Securitization Date) (provided such party is not also a party to the Note A-2 PSA)
notice of the Note A-2 Securitization in writing (which may be by email) prior to or promptly following the Note A-2 Securitization
Date. Such notice shall contain contact information for each of the parties to the Note A-2 PSA and the identity of the Controlling
Class Representative under such Note A-2 PSA. In addition, after the Note A-2 Securitization Date, the Note A-2 Holder shall send
a copy of the Note A-2 PSA to the Depositor, the Servicer and the Special Servicer under the Lead Securitization PSA (as of the
Note A-2 Securitization Date) (provided such party is not also a party to the Note A-2 PSA).


 


(d)         The Lead Securitization
PSA shall:


 


(i)          provide
that the Master Servicer and Trustee for such Securitization shall be required to notify the servicer, special servicer and Trustee
of each other Securitization of the amount of any P&I Advance it has made with respect to the Note included in such Securitization
within two Business Days of making such advance;


 


(ii)         provide
that if the Master Servicer or Trustee determines that a proposed P&I Advance, if made, or any outstanding P&I Advance
previously made, would be, or is, as applicable, a nonrecoverable advance, the Master Servicer shall provide the other servicers
written notice of such determination within two Business Days after such determination was made;


 


(iii)        provide
that the Master Servicer shall remit all payments received (or advanced) with respect to any Non-Lead Note, net of its Servicing
Fee and any other applicable fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to
the Non-Lead Holder on the applicable Master Servicer Remittance Date;


 


(iv)        provide
that the Master Servicer agrees to make available to each master servicer under a Non-Lead Servicing Agreement CREFC®
Investor Reporting Package® pursuant to the terms of the Servicing Agreement on a monthly basis;


 


(v)         provide
that the Master Servicer, any primary servicer, the Special Servicer and the Lead Trustee, 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), to the parties to any Non-Lead Servicing Agreement, at its own expense, in a timely manner, the
reports, certifications, compliance statements, accountants’ assessments and attestations, information to be included in
reports (including, without limitation, Form 15G, Form 10K, Form 10D, Form 8K), and other materials specified in each of the other
Servicing Agreements as the parties to each Non-Lead Securitization may require in order to


 



    -26-


     

    

 


comply with their obligations under
the Securities Act of 1933, as amended, Securities Exchange Act of 1934 (including Rule 15Ga-1), as amended, and Regulation AB,
and any other applicable law. Without limiting the generality of the foregoing, each Lead Note Holder for a Lead Securitization
shall provide in a timely manner to the depositor and the Trustee for any prior Securitization a copy of the Lead Securitization
Servicing Agreement and each Lead Servicer (at the expense of the Lead Note Holder) will be required, upon prior written request,
to provide to the depositor and the Trustee for any prior Securitization any other information required to comply in a timely
manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K, any other disclosure information required pursuant
to Regulation AB in a timely manner for inclusion in any disclosure document (and, with respect to the Servicing Agreement, for
filing under Form 8-K), and with respect to the Lead Servicers, upon prior written request, market indemnification agreements,
opinions and Regulation AB compliance letters as were or are being delivered with respect to the Lead Securitization. As used
in this Agreement, “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R.
§§ 229.1100 229.1125, as such may be amended from time to time, and subject to such clarification and interpretation
as have been provided by the United States Securities and Exchange Commission (the “Commission”) or by the
staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective from
time to time as of the compliance dates specified therein. The Master Servicer, any primary servicer and the Special Servicer,
upon prior written request, shall each be required to provide certification and indemnification to each Certifying Person with
respect to the Sarbanes-Oxley Certification (or analogous terms) as such terms are defined in the related Non-Lead Servicing Agreements;


 


(vi)        provide
that the servicing duties of each of the Master Servicer and Special Servicer under the Servicing Agreement shall include the
duty to service each Non-Lead Note on behalf of the related Trustees and related Certificate holders in accordance with the terms
and provisions of this Agreement;


 


(vii)       provide
that any late collections received by the Master Servicer from the Borrower for which a P&I Advance has already been paid
by a master servicer or trustee under a Non-Lead Servicing Agreement shall be remitted by the Master Servicer to such master servicer
or trustee under a Non-Lead Servicing Agreement, as applicable, within one Business Day of receipt of properly identified funds;
provided, however, that to the extent any such amounts are received after 3:00 p.m. Eastern time on any given Business
Day, the Master Servicer shall use commercially reasonable efforts to remit such later collections to the Non-Lead Master Servicer
within one Business Day of receipt of properly identified funds but, in any event, the Master Servicer shall remit such amounts
within two Business Days of receipt of properly identified funds;


 


(viii)      provide
that the Non-Lead Note Holders are intended third-party beneficiaries in respect of the rights afforded it under the Servicing
Agreement and each master servicer under a Non-Lead Servicing Agreement will be entitled to enforce the rights of the related
Trustee with respect to such Non-Lead Note under this Agreement and the Servicing Agreement;


 



    -27-


     

    

 


(ix)         provide
that each master servicer and special servicer under any Non-Lead Servicing Agreement shall be a third-party beneficiary of the
Servicing Agreement with respect to all provisions therein expressly relating to compensation, reimbursement or indemnification
of such master servicer or special servicer, as the case may be, and the provisions regarding coordination of Advances;


 


(x)          provide
that it shall not be amended in a manner that materially and adversely affects the rights of the Non-Lead Note Holders without
their consent; and


 


(xi)         satisfy
Moody’s rating methodology related to permitted investments and eligible accounts applicable to securities rated “Aaa”
by Moody’s.


 


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), 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, Non-Lead Master Servicer and related 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


 



    -28-


     

    

 


otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction
of this Agreement.


 


24.         Notices. Unless
stated otherwise, 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. The originals of all of the Mortgage Loan Documents (other than Note A-2) will be held by the Note
A-1 Trustee (or by a custodian on its behalf) under the terms of the Note A-1 PSA on behalf of all of the Holders.


 


[NO FURTHER TEXT ON THIS PAGE]


 












    -29-


     

    

 


IN WITNESS WHEREOF, each of
the Note A-1 Holder and the Note A-2 Holder has caused this Agreement to be duly executed as of the day and year first above written. 





	 	 	 
	 	Note A-1 Holder:
	 	 
	 	NATIXIS REAL ESTATE CAPITAL LLC
	 	 
	 	By:	/s/ Jerry Tang
	 	 	Name: Jerry Tang
	 	 	Title:   Director
	 	 	 
	 	By:	/s/ Delphine Clerjaud
	 	 	Name: Delphine Clerjaud
	 	 	Title:   Vice President
	 	 	 
	 	Note A-2 Holder:
	 	 
	 	NATIXIS REAL ESTATE CAPITAL LLC
	 	 
	 	By:	/s/ Jerry Tang
	 	 	Name: Jerry Tang
	 	 	Title:   Director
	 	 	 
	 	By:	/s/ Delphine Clerjaud
	 	 	Name: Delphine Clerjaud
	 	 	Title:   Vice President







 





Regent
Medical Office Co-Lender Agreement


 













    


     

    

 


EXHIBIT A


 


MORTGAGE LOAN SCHEDULE


 


		A.	Description of Mortgage Loan



 


	Borrowers:	
        HMOB of Oradell Owner, LLC

        

        HMOB of Carlstadt Owner, LLC 

        HMOB of Hackensack Office Owner, LLC

        

        HMOB of Hackensack Warehouse Owner,
LLC 

        HMOB of Mt. Kisco Owner, LLC

        

        HMOB of New Brunswick Owner, LLC 

        HMOB of Roseland Owner, LLC

        

        HMOB of Jersey City Owner, LLC 

        HMOB of Wayne Owner, LLC

        

        HMOB of Fair Lawn Owner, LLC 

        HMOB of Glen Rock Owner, LLC 

        HMOB of Miramar Owner, LLC

        

        HMOB of Fair Lawn 15-01 Broadway
Owner, LLC 

	Mortgage Loan Origination Date:	April 29, 2016
	Initial Principal Amount of Mortgage Loan:	$81,500,000
	Locations of Mortgaged Properties:	
        Hajjar MOB – Oradell: Oradell, New Jersey

        

        Hajjar MOB – Carlstadt: Carlstadt,
New Jersey 

        Hajjar MOB – Hackensack: Hackensack,
        New Jersey

        

        Hajjar Warehouse – Hackensack:
Hackensack, New Jersey 

        HMOB – Mount Kisco: Mount Kisco, New
        York

        

        HMOB – New Brunswick: New Brunswick,
New Jersey 

        Hajjar MOB – Roseland: Roseland, New
        Jersey

        

        Hajjar MOB – Jersey City: Jersey
City, New Jersey 

        Hajjar MOB – Wayne: Wayne, New Jersey

        

        Hajjar Business Holdings –
Fair Lawn: Fair Lawn, New Jersey 

        Hajjar MOB – Glen Rock: Glen Rock, New
        Jersey

        

        Miramar Medical Building: Miramar,
Florida 

        Hajjar MOB – Fair Lawn: Fair Lawn, New
        Jersey

        

	Current Use of Mortgaged Properties:	All of the Mortgaged Properties’ use is Office (Medical) except for the Mortgaged Property known as Hajjar Warehouse – Hackensack, which use is Industrial (Warehouse)
	Mortgage Interest Rate:	5.213% per annum
	Maturity Date:	May 5, 2021


 






    A-1


     

    

 



		B.	Description of Notes



 


	Mortgage Loan Origination Date:	April 29, 2016
	Initial Note A-1 Principal Balance:	$70,000,000
	Initial Note A-2 Principal Balance:	$11,500,000
	Initial Note A-1 Percentage Interest:	85.89%
	Initial Note A-2 Percentage Interest:	14.11%
	Note A-1 Interest Rate:	5.213% per annum
	Note A-2 Interest Rate:	5.213% per annum
	Note A-1 Default Interest Rate:	
        A rate per annum equal to the lesser of (i) the maximum rate permitted
        by

        

        applicable law, or (ii) 4% above the Note A-1 Interest Rate, compounded
        monthly

         

	Note A-2 Default Interest Rate:	
        A rate per annum equal to the lesser of (i) the maximum rate permitted
        by

        

        applicable law, or (ii) 4% above the Note A-2 Interest Rate, compounded
        monthly

        



 






    A-2


     

    

 


EXHIBIT B


 


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


 


Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Khaled Mohiuddin

Facsimile: (212) 891-5777


 


with a copy to:


 


Natixis Real Estate Capital LLC

Office of Chief Operating Officer

1251 Avenue of the Americas

New York, New York 10020

Facsimile: (212) 891-6288



with a copy to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020



for legal notices, with a copy to:


 


legal.notices@us.natixis.com


 









    B-1


     

    

  


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.





Rialto Capital Management, LLC





Raith Capital Partners, LLC


 






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