Exhibit 4.8


 





 


EXECUTION VERSION


 


CO-LENDER AGREEMENT


 


Dated as of July 19, 2016


 

by and among


 

BENEFIT STREET PARTNERS CRE FINANCE LLC

(Initial Note A-1 Holder)


  


and


 


BENEFIT STREET PARTNERS CRE FINANCE LLC

(Initial Note A-2 Holder)


 


and


 


BENEFIT STREET PARTNERS CRE FINANCE LLC

(Initial Note A-3 Holder)


 


RENAISSANCE CENTER








 






    	 	 	 



     

    

 


TABLE OF CONTENTS


  







	 	 	Page
	Section 1.   	Definitions	2
	Section 2.   	Servicing of the Mortgage Loan	14
	Section 3.  	 Priority of Payments	20
	Section 4.   	Workout	21
	Section 5.   	Administration of the Mortgage Loan	21
	Section 6.   	Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative	26
	Section 7.   	Appointment of Special Servicer	28
	Section 8. 	Payment Procedure	29
	Section 9.  	Limitation on Liability of the Note Holders	30
	Section 10.   	Bankruptcy	30
	Section 11.   	Representations of the Note Holders	31
	Section 12.   	No Creation of a Partnership or Exclusive Purchase Right	31
	Section 13.   	Other Business Activities of the Note Holders	32
	Section 14.   	Sale of the Notes	32
	Section 15.   	Registration of the Notes and Each Note Holder	34
	Section 16.   	Governing Law; Waiver of Jury Trial	35
	Section 17.  	Submission To Jurisdiction; Waivers	35
	Section 18. 	Modifications	36
	Section 19.   	Statement of Intent	36
	Section 20.   	Successors and Assigns; Third Party Beneficiaries	36
	Section 21.   	Counterparts	37
	Section 22.   	Captions	37
	Section 23.   	Severability	37
	Section 24.   	Entire Agreement	37
	Section 25.   	Withholding Taxes	37
	Section 26.   	Custody of Mortgage Loan Documents	38
	Section 27.   	Cooperation in Securitization	39
	Section 28.   	Notices	39
	Section 29.   	Broker	40



 






    	 	 -i-	 



     

    

 


TABLE OF CONTENTS


(continued)


 


	 	 	Page
	Section 30.   	Certain Matters Affecting the Agent	40
	Section 31.   	Resignation of Agent	40
	Section 32.   	Resizing	41







 






    	 	 -ii-	 



     

    

 





THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of July 19, 2016 by and between BENEFIT STREET PARTNERS CRE FINANCE LLC, a Delaware
limited liability company, having an address at 9 West 57th Street, Suite 4920, New York, New York 10019 (together with
its successors in interest, “BSP”), as initial owner of the Note A-1 (in such capacity, the “Initial
Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), BSP, as initial
owner of the Note A-2 (in such capacity, the “Initial Note A-2 Holder”), and BSP, as initial owner of the Note
A-3 (in such capacity, the “Initial Note A-3 Holder” and, together with the Initial Note A-1 Holder and the
Initial Note A-2 Holder, the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), the Initial Note Holders originated a certain loan (the “Mortgage Loan”)
described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to REN CENTER TAMPA LLC
(the “Mortgage Loan Borrower”), which, as of the date hereof, is evidenced by (i) that certain Promissory Note
A-1, dated February 12, 2016, in the original principal amount of $22,680,000.00 made by Mortgage Loan Borrower in favor of BSP
(as the same may be amended, modified, supplemented or replaced from time to time, “Note A-1”), (ii) that certain
Promissory Note A-2, dated February 12, 2016, in the original principal amount of $22,680,000.00 made by Mortgage Loan Borrower
in favor of BSP (as the same may be amended, modified, supplemented or replaced, “Note A-2”), and (iii) that
certain Promissory Note A-3, dated February 12, 2016, in the original principal amount of $30,240,000.00 made by Mortgage Loan
Borrower in favor of BSP (as the same may be amended, modified, supplemented or replaced, “Note A-3”), each
secured by a first priority Mortgage and Security Agreement, dated February 11, 2016 (as the same may be amended, modified or supplemented
from time to time, the “Mortgage”), between BSP and the Mortgage Loan Borrower, encumbering that certain real
property located as described in the Mortgage Loan Agreement (the “Mortgaged Property”);


 


WHEREAS, BSP intends
to sell, transfer and assign all of its right, title and interest in and to Note A-3 to SG Commercial Mortgage Securities, LLC
(“SGCMS”), as depositor, pursuant to a Mortgage Loan Purchase Agreement to be dated as of July 1, 2016, by and
between SGCMS, as purchaser, and BSP, as seller, and SGCMS, as purchaser, intends to transfer its right, title and interest in
and to Note A-3 to Wilmington Trust, National Association, as trustee for the SG Commercial Mortgage Securities Trust 2016-C5 under
a pooling and servicing agreement, dated as of July 1, 2016 (the “SGCMS 2016-C5 PSA”), among SGCMS, as depositor,
Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Park Bridge Lender
Services LLC, as operating advisor and as asset representations reviewer, Wells Fargo Bank, National Association, as certificate
administrator and as custodian, and Wilmington Trust, National Association, as trustee;


 


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


 






    	 	 	 



     

    

 


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


 


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


 


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


 


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


 


“Agent Office”
shall mean the designated office of the Agent, which office initially shall be the office of the Initial Note A-1 Holder listed
on Exhibit B hereto and, after the Securitization Date, shall be the offices of the Master Servicer. The Agent Office is
the address to which notices to and correspondence with the Agent should be directed. The Agent may change the address of its designated
office by notice to the Note Holders.


 


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


 


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


 


“Asset Representations
Reviewer” shall mean the asset representations reviewer appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Certificate
Administrator” shall mean the certificate administrator appointed as provided in the Lead Securitization Servicing Agreement.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Controlling
Note Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 is included in a Securitization,
the rights of the “Controlling Note Holder” may be exercised by the holders of the majority of the class of securities
issued in the Lead Securitization designated as the “controlling class” or such other class(es) or party otherwise
assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided
in the Lead Securitization Servicing Agreement. If at any time 50% or more of Note A-1 is held by the Mortgage Loan Borrower or
an Affiliate of the Mortgage Loan Borrower, the Note A-1 Holder shall not be entitled to exercise any rights of the Controlling
Note Holder and neither the Note A-1 Holder nor any other person shall be entitled to exercise the rights of the Controlling Note
Holder (and if Note A-1 is included in a Securitization the Note A-1 PSA shall contain limitations on the rights of the Controlling
Note Holder that can be exercised by a certificateholder that is the Mortgage Loan Borrower or has certain relationships with the
Mortgage Loan Borrower).


 


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


 


“CREFC®
Investor Reporting Package®” shall have the meaning assigned to such term or an analogous term in the Lead Securitization
Servicing Agreement.


 


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


 






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“Depositor”
shall mean (i) with respect to the Note A-1 Securitization, the depositor under the Note A-1 PSA, (ii) with respect to the Note
A-2 Securitization, the depositor under the Note A-2 Pooling and Servicing Agreement, and (iii) with respect to the Note A-3 Securitization,
SGCMS.


 


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


 


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


 


“Indemnified
Items” shall have the meaning assigned to such term in Section 2(b) of this Agreement.


 


“Indemnified
Parties” shall have the meaning assigned to such term in Section 2(b) of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Intervening
Trust Vehicle” with respect to any Securitization Vehicle that is a CLO, shall mean a trust vehicle or entity that holds
any Note 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 Securitization”
shall mean (a) during the period from and after the Securitization Date and prior to the Note A-1 Securitization Date, the SGCMS
2016-C5 Securitization, and (b) on and after the Note A-1 Securitization Date, the Note A-1 Securitization.


 


“Lead Securitization
Note” shall mean (a) during the period from and after the Securitization Date and prior to the Note A-1 Securitization
Date, the Note or portion thereof contributed to the SGCMS 2016-C5 Securitization, and (b) on and after the Note A-1 Securitization
Date, Note A-1.


 


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


 


“Lead Securitization
Servicing Agreement” shall mean (i) during the period from and after the Securitization Date and prior to the Note A-1
Securitization Date, the SGCMS 2016-C5 PSA, (ii) on and after the Note A-1 Securitization Date, the Note A-1 PSA, and (iii) on
and after the date on which the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement,
the “Lead Securitization Servicing Agreement” shall be determined in accordance with the second paragraph of Section
2(a).


 


“Lead Securitization
Subordinate Class Representative” shall mean the “Controlling Class Representative” or other analogous term
used in the Lead Securitization Servicing Agreement.


 


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


 


“Major Decisions”
shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.


 


“Master Servicer”
shall mean the master servicer appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 






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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of February 11, 2016, between REN CENTER TAMPA LLC, as borrower, and
BSP, as lender, as the same may be further amended, restated, supplemented or otherwise modified from time to time, subject to
the terms hereof.


 


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


 


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


 


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


 


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


 


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


 


“New Notes”
shall have the meaning assigned to such term in Section 32.


 


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


 


“Non-Controlling
Note” shall mean any of Note A-2, Note A-3 or any New Note(s) issued in respect thereof.


 


“Non-Controlling
Note Holder” means either the Note A-2 Holder or the Note A-3 Holder; provided that at any time Note A-2 or Note
A-3 is included in a Securitization, the consultation and other rights of the “Non-Controlling Note Holder” herein
may be exercised by the directing certificateholder under the Non-Lead Securitization Servicing Agreement or any other party assigned
the rights to exercise the rights of a “Non-Controlling Note Holder” hereunder as and to the extent provided in the
related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the
Master Servicer and the Special Servicer) has been given written notice.


 






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


 


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


 


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


 


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


 


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


 


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


 


“Non-Lead Securitization
Note” shall mean (a) during the period from and after the Securitization Date and prior to the Note A-1 Securitization
Date, Note A-2 and Note A-3 and (b) on and after the Note A-1 Securitization Date, any of Note A-2 and Note A-3.


 


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


 


“Non-Lead Securitization
Servicing Agreement” shall mean the Pooling and Servicing Agreement entered into in connection with the Securitization
of a Non-Lead Note.


 


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


 


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


 


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


 


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


 


“Non-Securitizing
Note Holder” shall mean, with respect to a Securitization, each Note Holder other than a Securitizing Note Holder with
respect to such Securitization.


 






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


 


“Note A-1 Holder”
shall mean the Initial Note A-1 Holder or any subsequent holder of Note A-1, as applicable.


 


“Note A-1 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-1 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-1 Holder (including
the payment made prior to the date of this Agreement, as described in the footnote on the Mortgage Loan Schedule) or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


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


 


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


 


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


 


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


 


“Note A-2 Holder”
shall mean the Initial Note A-2 Holder or any subsequent holder of Note A-2, as applicable.


 


“Note A-2 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-2 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-2 Holder (including
the payment made prior to the date of this Agreement, as described in the footnote on the Mortgage Loan Schedule) or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


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


 


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


 


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


 


“Note A-3 Holder”
shall mean the Initial Note A-3 Holder or any subsequent holder of Note A-3, as applicable.


 


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


 






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“Note A-3 Securitization”
shall mean the first sale by the Note A-3 Holder of all or a portion of Note A-3 to SGCMS who will in turn include such portion
of Note A-3 as part of the SGCMS 2016-C5 Securitization.


 


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


 


“Note Holders”
shall mean, collectively, the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder.


 


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


 


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


 


“Notes”
shall mean, collectively, Note A-1, Note A-2 and Note A-3.


 


“Operating Advisor”
shall mean the operating advisor appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


“Percentage
Interest” shall mean, (a) with respect to the Note A-1 Holder, a fraction, expressed as a percentage, the numerator of
which is the Note A-1 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2
Principal Balance and the Note A-3 Principal Balance, (b) with respect to the Note A-2 Holder, a fraction, expressed as a percentage,
the numerator of which is the Note A-2 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance,
the Note A-2 Principal Balance and the Note A-3 Principal Balance, and (c) with respect to the Note A-3 Holder, a fraction, expressed
as a percentage, the numerator of which is the Note A-3 Principal Balance and the denominator of which is the sum of the Note A-1
Principal Balance, the Note A-2 Principal Balance and the Note A-3 Principal Balance.


 


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


 


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


 


“Pooling and
Servicing Agreement” shall mean a “pooling and servicing agreement”, “trust and servicing agreement”
or similar agreement entered into in connection with a Securitization.


 






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


 


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


 


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


 


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


 


(c)            one
or more of the following:


 


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


 


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


 


(iii)         a
Qualified Trustee in connection with (a) the Lead Securitization, (b) the creation of collateralized debt obligations (“CLO”)
secured by, or (c) a financing through an “owner trust” of, a Note or any interest therein (any of the foregoing, a
“Securitization Vehicle”), provided that (1) one or more classes of securities issued by such Securitization
Vehicle is initially rated at least investment grade by each of the Rating Agencies that assigned a rating to one or more classes
of securities issued in connection with such Securitization; (2) either (x) the special servicer of such Securitization Vehicle
has a Required Special Servicer Rating or (y) Rating Agency Confirmations have been obtained from the Rating Agencies rating each
Securitization (in the case of either (x) or (y), such entity, an “Approved Servicer”) and such Approved Servicer
is required to service and administer such Note or any interest therein in accordance with servicing


 



    	 	10 	 



     

    

 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	11 	 



     

    

 


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


 


“Rating Agency
Confirmation” shall mean a confirmation in writing by each of the Rating Agencies 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 securities issued pursuant to a Securitization that are
then outstanding. If no such securities are outstanding, any action that would otherwise require a Rating Agency Confirmation shall
instead require the consent of the Note A-1 Holder, which consent shall not be unreasonably withheld or delayed. For the purposes
of this Agreement, if any Rating Agency shall waive, decline or refuse to review or otherwise act upon any request for Rating Agency
Confirmation hereunder, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition
that a Rating Agency Confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity,
any such waiver, declination or refusal to review or otherwise act upon any request for a Rating Agency Confirmation hereunder
shall not be deemed a waiver, declination or refusal to review or otherwise act upon any subsequent request for a Rating Agency
Confirmation hereunder and the condition for 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.


 


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


 


“Regulation
AB” shall mean Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 - 229.1125,
as such rules may be amended from time to time, but only to the extent compliance is required as of the applicable date of determination,
and subject to such clarification and interpretation as have been provided by the SEC or by the staff of the SEC, or as may be
provided by the SEC or its staff from time to time.


 


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


 


“Remittance
Date” shall mean with respect to (a) the Lead Securitization Note, the Master Servicer Remittance Date under the Lead
Securitization Servicing Agreement and (b) a Non-Lead Securitization Note (i) prior to the securitization of such Non-Lead Securitization
Note, the Master Servicer Remittance Date under the Lead Securitization Servicing Agreement and (ii) following securitization of
such Non-Lead Securitization Note, one Business Day following the determination date under the securitization governing such Non-Lead
Securitization Note; provided, however, no remittance is required to be made until one (1) Business Day after the Master Servicer’s
receipt of the related Monthly Payment with respect to the Mortgage Loan.


 






    	 	12 	 



     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Securitizing
Note Holder” shall mean, with respect to a Securitization, each Note Holder that is contributing its Note to such Securitization.


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which Note A-1, Note A-2 or Note A-3 is held.


 






    	 	13 	 



     

    

 


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


 


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


 


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


 


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


 


“Servicing Fee
Rate” shall have the meaning given thereto in the Lead Securitization Servicing Agreement.


 


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


 


“Special Servicer”
shall mean the special servicer appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


“Trustee”
shall mean the Trustee appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


Section 2.          Servicing
of the Mortgage Loan.


 


(a)            Each
Note Holder acknowledges and agrees that, as further provided in Section 5 of this Agreement, the Mortgage Loan shall be serviced
from and after the Securitization Date, pursuant to the Lead Securitization Servicing Agreement. Each Note


 



    	 	14 	 



     

    

 


Holder acknowledges
that each other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will,
subject to Section 27, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect
such Securitization. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally
consents to the appointment of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate
Administrator and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the initial
Special Servicer by the Controlling Note Holder as may be replaced pursuant to the terms of the Lead Securitization Servicing Agreement
and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage
Loan in accordance with the Lead Securitization Servicing Agreement. In no event shall the Lead Securitization Servicing Agreement
require the Servicer to enforce the rights of any Note Holder against any other Note Holder or limit the Servicer in enforcing
the rights of one Note Holder against any other Note Holder; however, (1) this statement shall not be construed to otherwise limit
the rights of one Note Holder with respect to any other Note Holder; and (2) if any payment is made from general funds on deposit
in the Collection Account for the Lead Securitization Trust and the Lead Securitization Trust is entitled under the terms of this
Agreement to reimbursement from a Non-Lead Securitization Note Holder with respect to all or a portion of such Non-Lead Securitization’s
“share” of such payment, the Servicer may use efforts in accordance with the Servicing Standard to exercise promptly
the rights of the Lead Securitization Trust under this Agreement to obtain reimbursement from a Non-Lead Securitization Note Holder
for such Non-Lead Securitization Note Holders’ allocable share of the amount so paid. Each Servicer shall be required pursuant
to the Lead Securitization Servicing Agreement to service the Mortgage Loan in accordance with the Servicing Standard, the terms
of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement and applicable law, shall provide information to each
Non-Lead Servicer under each Non-Lead Securitization Servicing Agreement to enable each such Non-Lead Servicer to perform its servicing
duties under the related Non-Lead Securitization Servicing Agreement and shall not take any action or refrain from taking any action
or follow any direction inconsistent with the foregoing.


 


At any time that the
Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to
cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant
to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all
references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement;
provided, however, that if a Non-Lead Securitization Note is in a Securitization and the servicer(s) to be appointed
under such replacement servicing agreement would not otherwise meet the conditions to be a servicer under the Lead Securitization
Servicing Agreement that is being replaced, then a Rating Agency Confirmation shall have been obtained from each Rating Agency
with respect to the securities issued in connection with the Securitization for the Non-Lead Securitization Note; provided,
further, however, that until a replacement servicing agreement has been entered into, the Lead Securitization Note
Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Lead Securitization Servicing Agreement as
if such agreement was still in full force and effect with respect to the Mortgage Loan, by the Servicer in the Lead Securitization
or


 



    	 	15 	 



     

    

 


by any Person appointed by the Lead Securitization Note Holder that is a qualified servicer meeting the requirements of the
Lead Securitization Servicing Agreement.


 


(b)            The
Master Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent provided
in the Lead Securitization Servicing Agreement) (i) shall be required to make Servicing Advances with respect to the Mortgage Loan,
subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, and (ii) may be required to make P&I
Advances on the Lead Securitization Note, if and to the extent provided in the Lead Securitization Servicing Agreement and this
Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement for a Servicing
Advance, first from funds on deposit in the Collection Account or Companion Distribution Account for the Mortgage Loan that
(in any case) represent amounts received on or in respect of the Mortgage Loan, and then, in the case of Nonrecoverable
Servicing Advances, if such funds on deposit in the Collection Account or Companion Distribution Account with respect to the Mortgage
Loan are insufficient, from general collections of the Lead Securitization as provided in the Lead Securitization Servicing Agreement
and from general collections of any Non-Lead Securitization as provided below. The Master Servicer, the Special Servicer and the
Trustee, as applicable, will be entitled to reimbursement for any interest accrued and payable on a Servicing Advance or a Nonrecoverable
Servicing Advance at the Reimbursement Rate in the manner and from the sources provided in the Lead Securitization Servicing Agreement,
including from general collections of the Lead Securitization and, in the case of Servicing Advances, from general collections
of any Non-Lead Securitization as provided below. To the extent the Master Servicer, the Special Servicer or the Trustee, as applicable,
obtains funds from general collections of the Lead Securitization as a reimbursement for a Nonrecoverable Servicing Advance or
any interest at the Reimbursement Rate accrued and payable on a Servicing Advance or a Nonrecoverable Servicing Advance, the applicable
Non-Lead Securitization Note Holder (including from general collections or any other amounts from any Non-Lead Securitization Trust)
shall be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization for its pro rata
share of such Nonrecoverable Servicing Advance or any such interest accrued and payable thereon at the Reimbursement Rate.


 


In addition, each Non-Lead
Securitization Note Holder (including, but not limited to, any Non-Lead Securitization Trust) shall be required to, promptly following
notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization for the applicable Non-Lead Securitization
Note Holder’s pro rata share of any fees, costs or expenses incurred in connection with the servicing and administration
of the Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor, the Asset Representations Reviewer or the Depositor, as applicable, is entitled to be reimbursed pursuant to the Lead
Securitization Servicing Agreement and any costs, fees and expenses related to obtaining any Rating Agency Confirmation, to the
extent amounts on deposit in the Collection Account or Companion Distribution Account that are allocated to the related Non-Lead
Securitization Note are insufficient for reimbursement of such amounts and to the extent that funds from general collections in
the Lead Securitization are applied towards the Lead Securitization Note Holder’s pro rata share of the insufficiency.
The Non-Lead Securitization Holders agree to indemnify (i) (as and to the same extent the Lead Securitization Trust is required
to indemnify each of the following parties in respect of other mortgage loans in


 



    	 	16 	 



     

    

 


the Lead Securitization Trust pursuant to the
terms of Lead Securitization Servicing Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor, the Asset Representations Reviewer and the Depositor (and any director, officer, employee or
agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Lead Securitization Servicing
Agreement in respect of other mortgage loans) and (ii) the Lead Securitization Trust (such parties in clause (i) and the Lead Securitization
Trust, collectively, the “Indemnified Parties”) against any claims, losses, penalties, fines, forfeitures, legal
fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing
and administration of the Mortgage Loan and the Mortgaged Property (or, with respect to the Operating Advisor or the Asset Representations
Reviewer, incurred in connection with the provision of services for the Mortgage Loan) under the Lead Securitization Servicing
Agreement (collectively, the “Indemnified Items”) to the extent of their pro rata share of such Indemnified
Items, and to the extent amounts on deposit in the Collection Account or Companion Distribution Account that are allocated to the
related Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the related Non-Lead Securitization Note
Holder shall be required to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse
each of the applicable Indemnified Parties for its pro rata share of the insufficiency, (including, if the applicable Non-Lead
Securitization Note has been included in any Non-Lead Securitization, from general collections or any other amounts from such Non-Lead
Securitization Trust).


 


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


 



    	 	17 	 



     

    

 


the case of
a determination of non-recoverability by any Non-Lead Master Servicer, any Non-Lead Special Servicer or any Non-Lead Trustee) shall
notify the Master Servicer and the Trustee, or any Non-Lead Master Servicer and any Non-Lead Trustee, as the case may be, of the
other Securitizations within two (2) business days of making such determination. Each of the Master Servicer, the Trustee, the
related Non-Lead Master Servicer and the related Non-Lead Trustee, as applicable, will only be entitled to reimbursement for a
P&I Advance and advance interest thereon that becomes non-recoverable first from the Collection Account or Companion
Distribution Account from amounts allocable to the Note for which such P&I Advance was made, and then, if funds are
insufficient, (i) in the case of the Lead Securitization Note, from general collections of the Lead Securitization Trust, pursuant
to the terms of the Lead Securitization Servicing Agreement and (ii) in the case of any Non-Lead Securitization Note, from general
collections of the related Securitization Trust, as and to the extent provided in the related Non-Lead Securitization Servicing
Agreement.


 


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


 


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


 



    	 	18 	 



     

    

 


related to the servicing and administration of the Mortgage Loan and the Mortgaged
Property);


 


(ii)          each
of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of Lead
Securitization Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any additional trust fund
expenses with respect to the Mortgage Loan) by any Non-Lead Securitization Trust, against any of the Indemnified Items to the extent
of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Collection Account or Companion
Distribution Account that are allocated to any Non-Lead Securitization Note are insufficient for reimbursement of such amounts,
the related Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties for any Non-Lead
Securitization Note’s pro rata share of the insufficiency out of general funds in the collection account (or equivalent
account) established under any Non-Lead Securitization Servicing Agreement;


 


(iii)         any
Non-Lead Master Servicer will be required to deliver to the Trustee, the Certificate Administrator, the Special Servicer, the Master
Servicer, the Operating Advisor and the Asset Representations Reviewer notice of any subsequent change in the identity of the related
Non-Lead Master Servicer or the party designated to exercise the rights of the “Non-Controlling Note Holder” under
this Agreement (together with the relevant contact information);


 


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


 


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


 


(d)             The
Lead Securitization Servicing Agreement shall provide that compensating interest payments as defined therein with respect to Note
A-1, Note A-2 and Note A-3 will be allocated by the Master Servicer between Note A-1, Note A-2 and Note A-3, pro rata, in
accordance with their respective principal amounts. The Master Servicer shall remit any compensating interest payment in respect
of any Non-Lead Securitization Note to the related Non-Lead Securitization Note Holder.


 


(e)             In
the event any filing is required to be made by any Non-Lead Depositor under the related Lead Securitization Servicing Agreement
in order to comply with the Non-Lead Depositor’s requirements under the Securities Exchange Act of 1934, as amended, the
related Non-Lead Securitization Note Holder (including the related Non-Lead Depositor and related Non-Lead Trustee) shall use commercially
reasonable efforts to timely comply with any such filing.


 






    	 	19 	 



     

    

 


(f)          The
Lead Securitization Servicing Agreement shall contain the provisions as set forth on Schedule I to this Agreement (and to the extent
such provisions are not included in the Lead Securitization Servicing Agreement, such provisions shall be deemed incorporated therein
and made a part thereof).


 


(g)            The
Note A-2 Holder or the Note A-3 Holder, as applicable, shall give each of the parties to the Lead Securitization Servicing Agreement
(that will not also be a party to any Non-Lead Securitization Servicing Agreement) notice of the Note A-2 Securitization or Note
A-3 Securitization, respectively, in writing (which may be by e-mail) not less than five (5) Business Days’ prior to the
related Note A-2 Securitization Date or Note A-3 Securitization Date, respectively. Such notice shall contain contact information
for each of the parties to any Non-Lead Securitization Servicing Agreement. In addition, after the related Note A-2 Securitization
Date or Note A-3 Securitization Date, the Note A-2 Holder or the Note A-3 Holder, as applicable, shall send a copy of the related
Non-Lead Securitization Servicing Agreement to each of the parties to the Lead Securitization Servicing Agreement.


 


(h)            The
Note A-1 Holder shall give each of the parties to the Note A-2 PSA and Note A-3 PSA (that will not also be a party to the Note
A-1 PSA) notice of the Note A-1 Securitization in writing (which may be by e-mail) not less than five (5) Business Days’
prior to the Note A-1 Securitization Date. Such notice shall contain contact information for each of the parties to the Note A-1
PSA. In addition, after the Note A-1 Securitization Date, the Note A-1 Holder shall send a copy of the Note A-1 PSA to each of
the parties to the Note A-2 PSA and Note A-3 PSA.


 


Section 3.          Priority
of Payments.


 


Each Note shall be of
equal priority, and no portion of either Note shall have priority or preference over any portion of the other Note or security
therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection
with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly
Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument
securing the Mortgage Loan, or Insurance and Condemnation Proceeds (other than (1) proceeds, awards or settlements to be applied
to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of
the Mortgage Loan Documents, (2) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent,
in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows, (3) amounts received as reimbursements
on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable
to the Trustee or any Servicer under the Lead Securitization Servicing Agreement, (4) all amounts that are then due, payable or
reimbursable with respect to the Mortgage Loan to any Servicer (except for (i) any reimbursements of P&I Advances (and interest
thereon) made with respect to Note A-1, Note A-2 or Note A-3 which may only be reimbursed out of payments and collections allocable
to Note A-1, Note A-2 or Note A-3, as applicable, and (ii) any Servicing Fees due to the Master Servicer in excess of any Non-Lead
Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable
to the Mortgage Loan as set forth in the Lead Securitization


 



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Servicing Agreement and (5) Penalty Charges) shall be applied by the
Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis.


 


Penalty Charges (as defined
in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied
first, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master
Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing
Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce the respective
amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead
Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the
Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce,
on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional trust fund expenses (other
than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified
in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Charges
allocable to the Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation
as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable
to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization
Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional
servicing compensation as provided in the Lead Securitization Servicing Agreement.


 


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


 


Section 5.          Administration
of the Mortgage Loan.


 


(a)            Subject
to this Agreement (including but not limited to Section 5(c)) and the Lead Securitization Servicing Agreement and subject to the
rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder (or the
Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have the sole
and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage
Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent
to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive
any Event of


 



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


 


Upon the Mortgage
Loan becoming a Defaulted Loan, the Non-Lead Securitization Note Holders hereby acknowledge the right and obligation of the Lead
Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) to sell the Non-Lead
Securitization Notes together with the Lead Securitization Note as notes evidencing one whole loan in accordance with the terms
of the Lead Securitization Servicing Agreement. In connection with any such sale, the Special Servicer shall be required to sell
any Non-Lead Securitization Note together with the Lead Securitization Note in the manner set forth in the Lead Securitization
Servicing Agreement and shall be required to require that all offers be submitted to the Certificate Administrator or Special Servicer,
as applicable, in accordance with the terms of the Lead Securitization Servicing Agreement.


 


The Lead Securitization
Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) shall not be permitted to sell the
Mortgage Loan if it becomes a Defaulted Loan without the written consent of the Non-Controlling Note Holders (provided that
such consent is not required if any Non-Controlling Note Holder is the Mortgage Loan Borrower or an affiliate of the Mortgage Loan
Borrower) unless the Special Servicer has delivered to the Non-Controlling Note Holders: (a) at least fifteen (15) Business Days’
prior written notice of any decision to attempt to sell the Mortgage Loan, (b) at least ten (10) days prior to the proposed sale
date, a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer
in connection with any such proposed sale, (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent
Appraisal for the Mortgage Loan, and any documents in the Servicing File reasonably requested by any Non-Controlling Note Holder
that are material to the sale price of the Mortgage Loan and (d) until the sale is completed, and a reasonable period of time (but
no less time than is afforded to the other offerors and the Lead Securitization Subordinate Class


 



    	 	22 	 



     

    

 


Representative) prior to the
proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that
are approved by any Servicer in connection with the proposed sale; provided, that such Non-Controlling Note Holders may
waive any of the delivery or timing requirements set forth in this sentence. Subject to the terms of the Lead Securitization Servicing
Agreement, each of the Controlling Note Holder, the Controlling Note Holder Representative, the Non-Controlling Note Holders and
the applicable Non-Controlling Note Holder Representative shall be permitted to bid at any sale of the Mortgage Loan unless such
Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 


Each Non-Lead
Securitization Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) hereby appoints the
Lead Securitization Note Holder as their agent, and grants to the Lead Securitization Note Holder an irrevocable power of attorney
coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for and consummating the sale of the
Non-Lead Securitization Notes. Each Non-Lead Securitization Note Holder (to the extent it is not the same entity as the Lead Securitization
Note Holder) further agrees that, upon the request of the Lead Securitization Note Holder, such Non-Lead Securitization Note Holder
shall execute and deliver to or at the direction of Lead Securitization Note Holder such powers of attorney or other instruments
as the Lead Securitization Note Holder may reasonably request to better assure and evidence the foregoing appointment and grant,
in each case promptly following request, and shall deliver the related original Non-Lead Securitization Note, endorsed in blank,
to or at the direction of the Lead Securitization Note Holder in connection with the consummation of any such sale.


 


The authority
of the Lead Securitization Note Holder to sell the Non-Lead Securitization Notes, and the obligations of the Non-Lead Securitization
Note Holders to execute and deliver instruments or deliver the 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 the 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. The preceding sentence shall not be construed to
grant to any Non-Lead Securitization Note Holder the benefit of any representation or warranty made by the Initial Note A-1 Holder
or any document delivery obligation imposed on the Initial Note A-1 Holder under any mortgage loan purchase and sale agreement,
instrument of transfer or other document or instrument that may be executed or delivered by the Initial Note A-1 Holder in connection
with the Lead Securitization.


 


(b)            The
Controlling Note Holder (or its Controlling Note Holder Representative) shall have, with respect to the Mortgage Loan, all of the
same rights and powers of the Controlling Class Representative under the Lead Securitization Servicing Agreement with respect to
the other mortgage loans included in the Lead Securitization, including without limitation, the right to consent and/or consult
regarding Major Decisions and other servicing matters, the right to advise (1) the Special Servicer with respect to all Specially
Serviced Loans and (2) the Special Servicer with respect to non-Specially Serviced Loans as to


 



    	 	23 	 



     

    

 


all matters for which the Master
Servicer must obtain the consent or deemed consent of the Special Servicer, and the right to direct the Special Servicer to take,
or to refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling Class Representative may deem
advisable or as to which provision is otherwise made therein, in each case subject to the terms and conditions of the Lead Securitization
Servicing Agreement. Each Note Holder hereby irrevocably appoints the Master Servicer, the Special Servicer and the Trustee in
the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to
the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject
at all times to the rights of the Note Holder set forth herein and in the Lead Securitization Servicing Agreement).


 


(c)            Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be required


 


(i)            to
provide copies of any notice, information and report that it is required to provide to the Lead Securitization Subordinate Class
Representative pursuant to the Lead Securitization Servicing Agreement with respect to any Major Decisions or the implementation
of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, to each Non-Controlling Note Holder
(or its Non-Controlling Note Holder Representative), within the same time frame it is required to provide to the Lead Securitization
Subordinate Class Representative (for this purpose, without regard to whether such items are actually required to be provided to
the Lead Securitization Subordinate Class Representative under the Lead Securitization Servicing Agreement due to the occurrence
of a Control Termination Event or a Consultation Termination Event) and


 


(ii)           to
consult with each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) on a strictly non-binding basis,
to the extent having received such notices, information and reports, such related Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) requests consultation with respect to any such Major Decisions or the implementation of any recommended
actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the related
Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative); provided that after the expiration of a
period of ten (10) Business Days from the delivery to a Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
by the Lead Securitization Note Holder of written notice of a proposed action, together with copies of the notice, information
and report required to be provided to the Lead Securitization Subordinate Class Representative, the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) shall no longer be obligated to consult with such Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative), whether or not such Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) has responded within such ten (10) Business Day period (unless, the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) proposes a new course of action that is materially different
from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date
of such proposal and delivery of all information relating thereto).


 






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Notwithstanding the
consultation rights of any Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately
preceding sentence, the Lead Securitization Note Holder (or Servicer or Special Servicer, acting on its behalf) may make any Major
Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business
Day period if the Lead Securitization Note Holder (or Master Servicer or Special Servicer, as applicable) determines that immediate
action with respect thereto is necessary to protect the interests of the Note Holders. In no event shall the Lead Securitization
Note Holder (or Servicer or Special Servicer, acting on its behalf) be obligated at any time to follow or take any alternative
actions recommended by any Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative).


 


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


 


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


 


In the event that any
one of the Notes is included in a REMIC, no other Note Holder shall be required to reimburse such Note Holder or any other Person
for payment of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to the administration of such REMIC or
to any determination respecting the amount, payment or avoidance of any tax


 



    	 	25 	 



     

    

 


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


 


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


 


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


 


(a)            The
Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights
and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling
Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling
Note Holder Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising its various
rights under Section 5 and elsewhere in this Agreement, the Controlling Note Holder may, at its option, in each case, act through
the Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person (other than the Mortgage
Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation, the Controlling Note
Holder, any officer or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other unrelated
third party. No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other
than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under this Agreement
may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. No Servicer, Operating
Advisor, Asset


 



    	 	26 	 



     

    

 


Representations Reviewer, Trustee or Certificate Administrator acting on behalf of the Lead Securitization Note
Holder shall be required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder
has notified each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and Certificate Administrator of such appointment
and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note Holder, the Controlling Note
Holder Representative provides each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and Certificate Administrator
with written confirmation of its acceptance of such appointment, an address and facsimile number for the delivery of notices and
other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including
their names, titles, work addresses and facsimile numbers). The Controlling Note Holder shall promptly deliver such information
to each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and Certificate Administrator. So long as no Consultation
Termination Event (including any such deemed event) is in effect pursuant to the terms of the Lead Securitization Servicing Agreement,
the Controlling Note Holder Representative shall be the Lead Securitization Subordinate Class Representative.


 


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


 


(c)            Each
Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its
rights and obligations with respect to the Mortgage Loan (each a “Non-Controlling Note Holder Representative”).
All of the provisions relating to the Controlling Note Holder and the Controlling Note Holder Representative set forth in Section
6(a) (except those contained in the last sentence thereof) and Section 6(b) shall apply to the Non-Controlling Note Holders and
the related Non-Controlling Note Holder Representatives mutatis mutandis. The Non-Controlling Note Holder


 



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Representatives,
as of the date of this Agreement and until the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer)
is notified otherwise, shall be the Initial Note A-2 Holder and the Initial Note A-3 Holder.


 


(d)            With
respect to any Non-Controlling Note, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) shall not be required at any time to deal with more than one party exercising the rights of any particular “Non-Controlling
Note Holder” herein or under the Lead Securitization Servicing Agreement and, (x) to the extent that the related Non-Lead
Securitization Servicing Agreement assigns such rights to more than one party, or (y) to the extent a Non-Controlling Note is split
into two or more New Notes pursuant to Section 32, for purposes of this Agreement, the Non-Lead Securitization Servicing
Agreement or the holders of such New Notes shall designate one party to deal with the Lead Securitization Note Holder (or the Master
Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization
Note Holder (and the Master Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such
designation and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
shall be entitled to treat the last party as to which it has received written notice as having been designated as the Non-Controlling
Note Holder with respect to such Non-Controlling Note, as the Non-Controlling Note Holder for such Non-Controlling Note for all
purposes of this Agreement. As of the date hereof and until further notice from a Non-Lead Securitization Note Holder (or the Non-Lead
Master Servicer or another party acting on its behalf), the Note A-2 Holder is the Non-Controlling Note Holder with respect to
Note A-2 and the Initial Note A-3 Holder is the Non-Controlling Note Holder with respect to Note A-3.


 


Section
7.          Appointment of Special Servicer. Subject to the terms of
the Lead Securitization Servicing Agreement, the Controlling Note Holder (or its Controlling Note Holder Representative)
shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting
with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu thereof. Any designation by the
Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as Special Servicer shall be
made by delivering to the other Note Holder, the Master Servicer, the then existing Special Servicer and other parties to the
Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the other conditions to such
replacement as set forth in the Lead Securitization Servicing Agreement. The Controlling Note Holder shall notify the other
parties hereto of its termination of the then currently serving Special Servicer and its appointment of a replacement
Special Servicer in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special
Servicer with respect to the Mortgage Loan as of the consummation of the securitization under the Lead Securitization
Servicing Agreement, then the initial Special Servicer designated in the Lead Securitization Servicing Agreement shall serve
as the initial Special Servicer but this shall not limit the right of the Controlling Note Holder (or its Controlling Note
Holder Representative) to designate a replacement Special Servicer for the Mortgage Loan as aforesaid. If a Servicer
Termination Event on the part of the Special Servicer has occurred that affects a Non-Controlling Note Holder, such
Non-Controlling Note Holder shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer
included in a Securitization Trust, the Controlling Note Holder) to terminate the Special Servicer under the Lead
Securitization Servicing Agreement (or at any time that the Mortgage Loan is no 


 



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


 


Section 8.          Payment
Procedure.


 


(a)            The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the
Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes into the Collection
Account or Companion Distribution Account pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead
Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such amounts to the applicable account within
two (2) Business Days after receipt of properly identified funds by the Lead Securitization Note Holder (or the Master Servicer
acting on its behalf) from or on behalf of the Mortgage Loan Borrower.


 


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


 


(c)            If,
for any reason, the Lead Securitization Note Holder makes any payment to a Non-Lead Securitization Note Holder before the Lead
Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder
is under no obligation to do so), and the Lead Securitization Note Holder does not


 



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receive the corresponding payment within five
(5) Business Days of its payment to the applicable Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder
shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder.


 


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


 


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


 


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


 


Section
10.        Bankruptcy. Subject to Section 5(c), each Note Holder hereby
covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce,
petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause
any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage
Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the
Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not any Non-Lead
Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim,
obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under
the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note
Holder as their


 



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agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an
interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to any
Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy
Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote
to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage
Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note
Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holders
shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances
and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the
foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject
to and must be in accordance with the Servicing Standard.


 


Section
11.        Representations of the Note Holders. Each Note Holder represents
and warrants that the execution, delivery and performance of this Agreement is within its corporate powers, has been duly
authorized by all necessary corporate action, and does not contravene such Note Holder’s charter or any law or
contractual restriction binding upon such Note Holder, and that this Agreement is the legal, valid and binding obligation of
such Note Holder enforceable against such Note Holder in accordance with its terms, except as such enforcement may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’
rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and
contribution obligations may be limited by applicable law. Each Note Holder represents and warrants that it is duly
organized, validly existing, in good standing and in possession of all licenses and authorizations necessary to carry on its
business. Each Note Holder represents and warrants that (a) this Agreement has been duly executed and delivered by such Note
Holder, (b) to such Note Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or
with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement
by such Note Holder have been obtained or made and (c) to such Note Holder’s actual knowledge, there is no pending
action, suit or proceeding, arbitration or governmental investigation against such Note Holder, an adverse outcome of which
would materially and adversely affect its performance under this Agreement.


 


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


 






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


 


Section 14.        Sale
of the Notes.


 


(a)            Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or
otherwise dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement,
excluding a repo financing or a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”) except to
a Qualified Institutional Lender. Promptly after the Transfer, the non-transferring Note Holder shall be provided with (x) a representation
from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in
the case of a Transfer to a Securitization as to which the related pooling and servicing or similar agreement requires the parties
thereto to comply with this Agreement or in accordance with the immediately following sentence) and (y) a copy of the assignment
and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof,
to an entity that is not a Qualified Institutional Lender, it must first obtain (1) prior to a Securitization, the consent of the
non-transferring Note Holder or (2) after a Securitization of such non-transferring Note Holder’s Note, Rating Agency Confirmation.
Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld),
and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, without Rating Agency Confirmation, no
Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower
or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the
purported transferee. The transferring Note Holder agrees that it will pay the expenses of the non-transferring Note Holder (including
all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to the confirmation from the
Rating Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without
the need to obtain the consent of the other Note Holders, the Rating Agencies or any other Person, to Transfer 49% or less (in
the aggregate) of its Note or any beneficial interest in its Note. None of the provisions of this Section 14(a) shall apply in
the case of (1) a sale of Note A-1 together with Note A-2 and Note A-3, in accordance with the terms and conditions of the Lead
Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the
Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted
Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly,
through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.


 






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


 


(c)            Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage
Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that is either a Qualified
Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent)
or better by each Rating Agency (or, if not rated by an applicable Rating Agency, an equivalent (or higher) rating from any two
of Fitch, Moody’s and S&P) (a “Note Pledgee”), on terms and conditions set forth in this Section
14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any person which Controls such
Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder,
provided that a Note Pledgee which is not a Qualified Institutional Lender, may not take title to the pledged Note without
a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to the other Note Holders and any Servicer that
a Pledge has been effected (including the name and address of the applicable Note Pledgee), the other Note Holders agree to acknowledge
receipt of such notice and thereafter agree: (i) to give Note Pledgee written notice of any default by the pledging Note Holder
in respect of its obligations under this Agreement of which default such Note Holder has actual knowledge; (ii) to allow such Note
Pledgee a period of ten (10) days to cure a default by the pledging Note Holder in respect of its obligations to the other Note
Holders hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification,
waiver or termination of this Agreement shall be effective against such Note Pledgee without the written consent of such Note Pledgee,
which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Note Holder shall give to such Note
Pledgee copies of any notice of default under this Agreement simultaneously with the giving of same to the pledging Note Holder;
(v) that such other Note Holder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request,
provided that any such certificate(s) shall be in a form reasonably satisfactory to such other Note Holder; and (vi) that,
upon written notice (a “Redirection Notice”) to the other Note Holders and any Servicer by such Note Pledgee
that the pledging Note Holder is in default, beyond any applicable cure periods, under the pledging Note Holder’s obligations
to such Note Pledgee pursuant to the applicable credit agreement between the pledging Note Holder and such Note Pledgee (which
notice need not be joined in or confirmed by the pledging Note Holder), and until such Redirection Notice is withdrawn or rescinded
by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Note Holder or Servicer would otherwise be
obligated to pay to the pledging Note Holder from time to time pursuant to this Agreement or the Lead Securitization Servicing
Agreement. Any pledging Note Holder hereby unconditionally and absolutely releases the other Note Holders and any Servicer from
any liability to the pledging Note Holder on account of such other Note Holder’s or Servicer’s compliance with any
Redirection Notice believed by any Servicer or such other Note Holder to


 



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have been delivered by a Note Pledgee. Note Pledgee shall
be permitted to exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee (and accept an assignment
in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Note Holders
and any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate thereof
which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in
lieu of foreclosure), and its successor and assigns, as the successor to the pledging Note Holder’s rights, remedies and
obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations
of the pledging Note Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such
Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section
14(c) shall remain effective as to any Note Holder (and any Servicer) unless and until such Note Pledgee shall have notified
any such Note Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
15.        Registration of the Notes and Each Note Holder. The Agent shall
keep or cause to be kept at the Agent Office books (the “Note Register”) for the registration and transfer
of the Notes. The Agent shall serve as the initial note registrar and the Agent hereby


 



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


 


In connection with any
Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment
and assumption agreement (unless the transferee is a Securitization Trust and the related pooling and servicing agreement
requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the obligations of the applicable
Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including
the applicable restriction on Transfers set forth in Section 14, from and after the date of such assignment. No transfer
of a Note may be made unless it is registered on the Note Register, and the Agent shall not recognize any attempted or purported
transfer of any Note in violation of the provisions of Section 14 and this Section 15. Any such purported transfer
shall be absolutely null and void and shall vest no rights in the purported transferee. Each Note Holder desiring to effect such
transfer shall, and does hereby agree to, indemnify the Agent and the other Note Holders against any liability that may result
if the transfer is not made in accordance with the provisions of this Agreement.


 


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


 


Section 17.        Submission
To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


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


 






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


 


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


 


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


 


Section
18.        Modifications. This Agreement shall not be modified, cancelled or
terminated except by an instrument in writing signed by each Note Holder. Additionally, for as long as any Note is contained
in a Securitization Trust, the Note Holders shall not amend or modify this Agreement without first obtaining a Rating Agency
Confirmation from each Rating Agency then rating any securities of any Securitization; provided that no such Rating
Agency Confirmation shall be required in connection with a modification (i) to cure any ambiguity, to correct or supplement
any provisions herein that may be defective or inconsistent with any other provisions herein or with the Lead Securitization
Servicing Agreement, or (ii) to make other provisions with respect to matters or questions arising under this Agreement,
which shall not be inconsistent with the provisions of this Agreement, or (iii) if and to the extent it would be deemed given
or not required pursuant to the definition of Rating Agency Confirmation in the Lead Securitization Servicing
Agreement and/or any Non-Lead Securitization Servicing Agreement, as applicable, or (iv) that addresses the creation of New
Notes in accordance with Section 32 hereof.


 


Section
19.        Statement of Intent. The Agent and each Noteholder intend that the
Notes be classified and maintained as a grantor trust under subpart E, part I of subchapter J of chapter 1 of the Code that
is a fixed investment trust within the meaning of Treasury Regulation §301.7701-4(c), and the parties will not take any
action inconsistent with such classification. It is neither the purpose nor the intent of this Agreement to create a
partnership, joint venture, “taxable mortgage pool” or association taxable as a corporation among the
parties.


 


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


 



    	 	36 	 



     

    

 


obligations under this Agreement. Upon any such assignment, the
assignee shall be entitled to all rights and benefits of the applicable Note Holder hereunder.


 


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


 


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


 


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


 


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


 


Section 25.        Withholding
Taxes.


 


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


 


(b)            Each
Non-Lead Securitization Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall and
hereby agrees to indemnify the Lead Securitization Note Holder against and hold the Lead Securitization Note Holder harmless from
and against any Taxes, interest, penalties and attorneys’ fees and disbursements arising or resulting from any failure of
the Lead Securitization Note Holder to withhold Taxes from payment made to such Non-Lead Securitization Note Holder in reliance
upon any representation, certificate, statement, document or instrument made or provided by such Non-


 



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Lead Securitization Note Holder
to the Lead Securitization Note Holder in connection with the obligation of the Lead Securitization Note Holder to withhold Taxes
from payments made to such Non-Lead Securitization Note Holder, it being expressly understood and agreed that (i) the Lead Securitization
Note Holder shall be absolutely and unconditionally entitled to accept any such representation, certificate, statement, document
or instrument as being true and correct in all respects and to fully rely thereon without any obligation or responsibility to investigate
or to make any inquiries with respect to the accuracy, veracity, correctness or validity of the same and (ii) such Non-Lead Securitization
Note Holder, upon request of the Lead Securitization Note Holder and at its sole cost and expense, shall defend any claim or action
relating to the foregoing indemnification using counsel selected by the Lead Securitization Note Holder.


 


(c)            Each
Non-Lead Securitization Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) represents
to the Lead Securitization Note Holder (for the benefit of the Mortgage Loan Borrower) that it is not a Non-Exempt Person and that
neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower is obligated under applicable law to withhold Taxes
on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement. Contemporaneously with the execution
of this Agreement and from time to time as necessary during the term of this Agreement, each Non-Lead Securitization Note Holder
(to the extent it is not the same entity as the Lead Securitization Note Holder) shall deliver to the Lead Securitization Note
Holder or Servicer, as applicable and upon written request, evidence satisfactory to the Lead Securitization Note Holder substantiating
that such Note Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not obligated under applicable
law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement. Without limiting
the effect of the foregoing, (i) if a Non-Lead Securitization Note Holder is created or organized under the laws of the United
States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing
to the Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if a Non-Lead Securitization Note Holder is
not created or organized under the laws of the United States, any state thereof or the District of Columbia, and if the payment
of interest or other amounts by the Mortgage Loan Borrower is treated for United States income tax purposes as derived in whole
or part from sources within the United States, such Note Holder shall satisfy the requirements of the preceding sentence by furnishing
to the Lead Securitization Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments), Form W-8BEN
or Form W-8BEN-E, or successor forms, as may be required from time to time, duly executed by such Note Holder, as evidence of such
Note Holder’s exemption from the withholding of United States tax with respect thereto. The Lead Securitization Note Holder
shall not be obligated to make any payment hereunder with respect to a Non-Lead Securitization Note or otherwise until the related
Non-Lead Securitization Note Holder shall have furnished to the Lead Securitization Note Holder the above required forms, certificates,
statements or documents.


 


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


 






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Section 27.        Cooperation
in Securitization.


 


(a)            Each
Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization and subject to the terms of the preceding sentence, at the request of the Securitizing Note Holder, each
Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to
cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards
to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating
Agencies or applicable law in connection with such Securitization, including, entering into (or consenting to, as applicable) any
modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder in attempting
to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be required
by applicable law or reasonably requested by the Rating Agencies or prospective investors to effect such Securitization; provided,
however, that no Non-Securitizing Note Holder shall be required to modify or amend this Agreement or any Mortgage Loan Documents
(or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the
interest allocable to, or the amount of any payments due to or priority of such payments to, such Non-Securitizing Note Holder
or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing
Note Holder’s rights, remedies or protections. In connection with any Securitization, each Non-Securitizing Note Holder shall
provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing
Note Holder and its Note as the Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing
Note Holder shall, at such Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency
and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating
with such Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable such Securitizing
Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions)
in connection with the Mortgage Loan and such Securitization), as well as in connection with all other matters and the preparation
of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to such
Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization,
the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be
incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be
entitled to rely on the information supplied by, or on behalf of, any Non-Lead Securitization Note Holder. The Lead Securitization
Note Holder will reasonably cooperate with any Non-Lead Securitization Note Holder by providing all information reasonably requested
that is in the Lead Securitization Note Holder’s possession in connection with any Non-Lead Securitization Note Holders’
preparation of disclosure materials in connection with a Securitization.


 


Section
28.        Notices. All notices required hereunder shall be given by (i)
facsimile transmission (during business hours) if the sender on the same day sends a confirming copy of such notice by
reputable overnight delivery service (charges prepaid),


 



    	 	39 	 



     

    

 


(ii) reputable overnight delivery service (charges prepaid) or (iii)
certified United States mail, postage prepaid return receipt requested, and addressed to the respective parties at their
addresses set forth on Exhibit B hereto, or at such other address as any party shall hereafter inform the other party
by written notice given as aforesaid. All written notices so given shall be deemed effective upon receipt.


 


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


 


Section 30.        Certain
Matters Affecting the Agent.


 


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


 


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


 


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


 


(d)            The
Agent or any of its directors, officers, employees, Affiliates, agents or “control” persons within the meaning of the
Act, shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by the
Agent to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


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


 


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


 


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


 


Section
31.        Resignation of Agent. The Agent may resign at any time on ten (10)
days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Note Holders (it being agreed that a
Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Note Holders), has agreed to
be bound by this Agreement and perform the duties of the Agent hereunder. BSP, as Initial Agent, may transfer its rights and
obligations to a Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any time without the consent
of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with the closing of the
Lead Securitization, the Master Servicer shall be deemed


 



    	 	40 	 



     

    

 


to have been automatically appointed as the successor Agent under
this Agreement in place of BSP without any further notice or other action. The termination or resignation of such Master
Servicer, as Master Servicer under the Lead Securitization Servicing Agreement, shall be deemed a termination or
resignation of such Master Servicer as Agent under this Agreement, and any successor master servicer shall be deemed to have
been automatically appointed as the successor Agent under this Agreement in place thereof without any further notice or other
action.


 


Section
32.        Resizing. Notwithstanding any other provision of this Agreement,
for so long as BSP or an Affiliate of BSP (an “Original Entity”) is the owner of a Non-Lead Securitization
Note (the “Owned Note”), such Original Entity shall have the right, subject to the terms of the Mortgage
Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in either
case, “New Notes”) reallocating the principal of the Owned Note to such New Notes; or severing the Owned
Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding
principal balance of the Owned Note; provided that (i) the aggregate principal balance of all outstanding New Notes
following such amendments is no greater than the aggregate principal of the Owned Note prior to such amendments, (ii) all
Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes
pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically
subject to the terms of this Agreement, (iv) the Original Entity holding the New Notes shall notify the Lead Securitization
Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such
modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the
Servicing Standard. If the Lead Securitization Note Holder so requests, the Original Entity holding the New Notes (and any
subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New
Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization
Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder
and the consent of the holder of the other Note. In connection with the foregoing (provided the conditions set forth in (i)
through (v) above are satisfied, with respect to (i) through (iv), as certified by the Original Entity, on which
certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to
the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the
purpose of reflecting such reallocation of principal.


 


[SIGNATURE PAGE FOLLOWS]


 






    	 	41 	 



     

    

 





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


 


	 	BENEFIT STREET PARTNERS CRE
FINANCE LLC, as Initial Note A-1 Holder, Initial Note A-2 Holder, Initial A-3 Holder and Initial Agent
	 	 	 
	 	By: 	/s/
    Micah     Goodman
	 	 	Name: Micah Goodman
	 	 	Title: Authorized Signatory








 


SGCMS 2016-C5: RENAISSANCE CENTER CO-LENDER AGREEMENT


 











    	 	 	 



     

    

 





EXHIBIT A



MORTGAGE LOAN SCHEDULE






 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	REN CENTER TAMPA LLC
	Date of Mortgage Loan:	February 11, 2016
	Date of Notes:	February 12, 2016
	Original Principal Amount of Mortgage Loan:	$75,600,000.00
	Principal Amount of Mortgage Loan as of the date hereof:	$70,600,000.001
	Initial Note A-1 Principal Balance:	$22,680,000.00
	Principal Amount of Note A-1 as of the date hereof:	$20,180,000.001
	Initial Note A-2 Principal Balance:	$22,680,000.00
	Principal Amount of Note A-2 as of the date hereof:	$20,180,000.001
	Initial Note A-3 Principal Balance:	$30,240,000.00
	Principal Amount of Note A-3 as of the date hereof:	$30,240,000.00
	Location of Mortgaged Property:	
        

        Tampa, Florida

        
	Initial Maturity Date:	March 6, 2026


 


 



 


		1	The Initial Note A-1 Principal Balance and the Initial Note A-2 Principal Balance were each paid
down by an amount of $2,500,000.00 prior to the date of this Agreement.





 






    	 	Exhibit A-1 	 



     

    

 





EXHIBIT B


 


1.            Initial
Note A-1 Holder, Initial Note A-2 Holder and Initial A-3 Holder:


 


Benefit Street Partners CRE Finance LLC


9 West 57th Street, Suite 4920


New York, New York 10019


Attention: Micah Goodman and Tiffany Putman


 


with a copy to


 


Cadwalader, Wickersham & Taft LLP


200 Liberty Street


New York, New York 10281


Attention: Jeffrey Rotblat, Esq.





 






    	 	Exhibit B-1 	 



     

    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 







		1.	Apollo Global Real Estate






		2.	Archon Capital, L.P.






		3.	AREA Property Partners






		4.	BlackRock, Inc.






		5.	The Blackstone Group International Ltd.






		6.	Clarion Partners






		7.	Colony Capital, Inc.






		8.	DLJ Real Estate Capital Partners






		9.	Eightfold Real Estate Capital, L.P.






		10.	Fortress Investment Group LLC






		11.	Garrison Investment Group






		12.	Goldman, Sachs & Co.






		13.	iStar Financial Inc.






		14.	J.E. Roberts Companies






		15.	Lend-Lease Real Estate Investments






		16.	LoanCore Capital






		17.	Lonestar Funds






		18.	Praedium Group






		19.	Raith Capital Partners, LLC






		20.	Rialto Capital Management, LLC






		21.	Rockpoint Group






		22.	Starwood Capital/Starwood Financial Trust






		23.	Torchlight Investors






		24.	Walton Street Capital, LLC






		25.	Westbrook Partners






		26.	WestRiver Capital






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










 






    	 	Schedule I-1 	 



     

    

 


SCHEDULE I


 


The Lead Securitization
Servicing Agreement shall:


 


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


 


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


 


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


 


(iv)          provide
that with respect to each Non-Lead Securitization Note that is held by a Securitization, the Certificate Administrator agrees to
make available to each of the Non-Lead Securitization Note Holders or, if such Non-Lead Securitization Note is securitized, to
each of the Non-Lead Master Servicers (or, if so requested, the related certificate administrator) certain reports required to
be delivered pursuant to Section 4.02 of the Lead Securitization Servicing Agreement (which shall include all loan-level reports
constituting the CREFC Investor Reporting Package) to the extent related to the Mortgage Loan or the Non-Lead Securitization Note;


 


(v)           provide
that the Master Servicer shall provide (in electronic media) to each Non-Lead Securitization Note Holder (i) copies of operating
statements and rent rolls; (ii) annual CREFC® NOI Adjustment Worksheets (with annual operating statements as exhibits);
and (iii) annual CREFC® Operating Statement Analysis Reports, in each case prepared, received or obtained by it
pursuant to the Lead Securitization Servicing Agreement with respect to the Mortgaged Propert(y)(ies) securing the Non-Lead Securitization
Note;


 


(vi)          provide
that the servicing duties of each of the Master Servicer and Special Servicer under the Lead Securitization Servicing Agreement
shall include the duty to service the Mortgage Loan and all of the Notes on behalf of the Note Holders (including the respective
trustees and certificateholders) in accordance with (i) applicable laws, (ii) this Agreement and the Lead Securitization Servicing
Agreement and (iii) to the extent consistent with the foregoing, the Servicing Standard;


 






    	 	Schedule I-2 	 



     

    

 


(vii)         provide
that the Servicing Standard in the Lead Securitization Servicing Agreement shall require, among other things, that each Servicer,
in servicing the Mortgage Loan, must take into account the interests of each Note Holder and act in the best interests and for
the benefit of the Note Holders together with the certificateholders of the Lead Securitization, as a collective whole as if such
Note Holders and certificateholders constituted a single lender;


 


(viii)        provide
that with respect to any Non-Lead Securitization that is subject to following reporting requirements under the Securities Act of
1933, as amended, the Securities Exchange Act of 1934 (including Rule 15Ga-1), as amended, and Regulation AB, (a) the Master Servicer,
any primary servicer, the Special Servicer, the Trustee and the certificate administrator or other party acting as custodian for
the Lead Securitization shall be required to deliver (and shall be required to cause each other servicer and servicing function
participant (within the meaning of Items 1123 and 1122, respectively, of Regulation AB) retained or engaged by it to deliver; provided
that such party shall only be required to use commercially reasonable efforts to cause an Initial Sub-Servicer to deliver), in
a timely manner (i) the reports, certifications, compliance statements, accountants’ assessments and attestations, information
to be included in reports (including, without limitation, Form ABS-15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request,
any other materials specified in each of the Non-Lead Securitization Servicing Agreements, in the case of clauses (i) and
(ii), as the Non-Lead Depositor or the Non-Lead Trustee to the applicable Securitization reasonably believes, in good faith,
are required in order for the Non-Lead Depositor or the Non-Lead Trustee to comply with their obligations under the Securities
Act of 1933, the Securities Exchange Act of 1934 (including Rule 15Ga-1, as amended) and Regulation AB, and (b) without limiting
the generality of the foregoing (x) the Trustee or Certificate Administrator, as applicable, shall, upon reasonable prior written
request, provide or cause to be provided with notice in a timely manner to each Non-Lead Depositor and Non-Lead Trustee for any
Non-Lead Securitization a copy of the Lead Securitization Servicing Agreement and (y) the Master Servicer and Special Servicer
shall, upon reasonable prior written request, and subject to the right of the Master Servicer or the Special Servicer, as the case
may be, to review and approve such disclosure materials, permit a holder of a related Non-Lead Securitization Note to use such
party’s description contained in the Lead Securitization prospectus (updated as appropriate by the Master Servicer or Special
Servicer, as applicable, at the cost of the Non-Lead Depositor) for inclusion in the disclosure materials relating to any securitization
of a Non-Lead Securitization Note and (z) the Master Servicer and Special Servicer, upon reasonable written request, shall provide
indemnification agreements, opinions and Regulation AB compliance letters as were or are being delivered with respect to the Lead
Securitization (in each case, at the cost of the Mortgage Loan Seller). The Master Servicer and the Special Servicer shall each
be required to provide certification and indemnification to any Certifying Person with respect to any applicable Sarbanes-Oxley
Certification (or analogous terms);


 


(ix)          provide
that the Non-Lead Depositor and each Certification Party shall be entitled to indemnification from and against any claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and


 



    	 	Schedule I-3 	 



     

    

 


expenses, including
any reasonable out-of-pocket legal or other expenses incurred in connection with investigating or defending any such action or
claim, arising out of (i) an actual breach by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee,
as the case may be, of its obligations under Article X of the Lead Securitization Servicing Agreement, (ii) negligence, bad faith
or willful misconduct on the part of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as
applicable, in the performance of such obligations under the Lead Securitization Servicing Agreement, or (iii) delivery of any
Deficient Exchange Act Deliverable regarding, and delivered by or on behalf of, the Master Servicer, Special Servicer, Certificate
Administrator or Trustee, as the case may be;


 


(x)           provide
that the Non-Lead Securitization Note Holders are intended third-party beneficiaries in respect of the rights afforded them under
the Lead Securitization Servicing Agreement and the Non-Lead Master Servicers will be entitled to enforce the rights of the Non-Lead
Securitization Note Holders under this Agreement and the Lead Securitization Servicing Agreement;


 


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


 


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


 


(xiii)        provide
that if any action relating to the servicing and administration of the Mortgage Loan requires delivery of a Rating Agency Confirmation
as a condition precedent to such action, then, except as set forth in the Lead Securitization Servicing Agreement, such action
shall also require delivery of a Rating Agency Confirmation from any Rating Agency that was engaged by a participant in the applicable
Non-Lead Securitization to assign a rating to the related commercial mortgage pass-through certificates issued in connection with
such Non-Lead Securitization;


 


(xiv)        provide
that it shall not be amended in a manner that materially and adversely affects the rights of the Non-Lead Securitization Note Holders
(other than any Non-Lead Securitization Note Holder that is a direct party to the Lead Securitization Servicing Agreement) without
their consent;


 






    	 	Schedule I-4 	 



     

    

 


(xv)         satisfy
Moody’s rating methodology as of the Closing Date of the Lead Securitization related to permitted investments and eligible
accounts applicable to securities rated “Aaa” by Moody’s;


 


(xvi)        provide
that Servicer Termination Events (or analogous term) with respect to the Master Servicer and the Special Servicer shall be substantially
similar to those set forth in the Note A-1 PSA, which shall include, but not be limited to, (i) the failure to timely remit payments
to the Non-Lead Securitization Note Holders, which failure continues unremedied for one business day following the date on which
such payment was to be made; and (ii) the failure to provide to the Non-Lead Securitization Note Holders (if and to the extent
required under the applicable Non-Lead Securitization) reports required under the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, in a timely fashion. Upon the occurrence of such a Servicer Termination Event affecting
a Non-Lead Securitization Note Holder, the Trustee shall, upon the direction of the related Non-Lead Securitization Note Holder,
require the appointment of a subservicer with respect to the related Non-Lead Securitization Note;


 


(xvii)       provide
that compensating interest payments as defined therein with respect to each Note will be allocated by the Master Servicer between
each Note, pro rata, in accordance with their respective principal amounts. The Master Servicer shall remit any compensating
interest payment in respect of a Non-Lead Securitization Note to the related Non-Lead Securitization Note Holder;


 


(xviii)      provide
that any conflict between the Lead Securitization Servicing Agreement and this Agreement shall be resolved in favor of this Agreement;


 


(xix)         provide
that, if any Serviced Companion Loan becomes the subject of an “asset review” (or such analogous term defined in the
related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Master Servicer,
the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset Representations Reviewer or
any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by providing the Other Asset
Representations Reviewer or such other requesting party with any documents reasonably requested by the Other Asset Representations
Reviewer or such other requesting party, but only to the extent such documents are in the possession of the Master Servicer, the
Special Servicer, the Trustee or the Custodian, as the case may be, but in any event excluding any documents known to the Master
Servicer, the Special Servicer, the Trustee or the Custodian to contain information that is proprietary to the related originator
or Mortgage Loan Seller or any draft documents or privileged or internal communications;


 


(xx)          if
the Lead Securitization Servicing Agreement is not the Note A-3 PSA, have provisions materially consistent with those set forth
in the Note A-3 PSA with respect to:


 


(A) servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing status;


 






    	 	Schedule I-5 	 



     

    

 


(B) 
the authority of the servicers in the Note A-1 Securitization to grant or agree or consent to material modifications, waivers and
amendments to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness in connection
with the Mortgage Loan;


 


(C) 
requirements to obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and
periodic updates thereof;


 


(D) duties of the special servicer in respect of foreclosure and the management of REO property; and


 


(E) 
subject to various adjustments and caps provided for in the Note A-1 PSA (which shall be substantially similar to those set forth
in the Note A-3 PSA), special servicing, workout and liquidation fees (and, in any event, the fees at which such compensation accrue
or are determined shall not exceed 0.25% (subject to a minimum fee of $3,500 for the related month), 1.00% (subject to a minimum
aggregate fee of $25,000) and 1.00% (subject to a minimum aggregate fee of $25,000), respectively),


 


provided,
however, that (1) this clause (xx) shall not be construed to prohibit differences in timing, control or consultation triggers
or thresholds, terminology, allocation of ministerial duties between multiple servicers or other service providers or certificate
holder or investor voting or consent thresholds, or to prohibit or restrict additional approval, consent, consultation, notice
or rating agency confirmation requirements; and (2) in the event of any conflict between this sentence and any other provision
of this Agreement, such other provision of the Agreement shall control.


 






    	 	Schedule I-6