Exhibit 4.14


 


EXECUTION VERSION


	 









 


 


AGREEMENT BETWEEN NOTE HOLDERS


 


Dated as of May 19, 2016


 


by and between


 


BANK OF AMERICA, N.A.

(Initial Note A-1 Holder)


 


and


 


CITIGROUP GLOBAL MARKETS REALTY CORP.

(Initial Note A-2 Holder)


 


FedEx West Palm Beach, FL


	 








 






     


     


    

 


TABLE OF CONTENTS 





	 	 	 	 
	 	 	 	Page
	 	 	 	
	Section 1.	Definitions	 	1
	Section 2.	Servicing of the Mortgage Loan	 	15
	Section 3.	Priority of Payments	 	27
	Section 4.	Workout	 	28
	Section 5.	Administration of the Mortgage Loan	 	28
	Section 6.	Rights of the Controlling Note Holder	 	33
	Section 7.	Appointment of Special Servicer	 	35
	Section 8.	Payment Procedure	 	36
	Section 9.	Limitation on Liability of the Note Holders	 	37
	Section 10.	Bankruptcy	 	37
	Section 11.	Representations of the Note Holders	 	38
	Section 12.	No Creation of a Partnership or Exclusive Purchase Right	 	38
	Section 13.	Other Business Activities of the Note Holders	 	38
	Section 14.	Sale of the Notes	 	39
	Section 15.	Registration of the Notes and Each Note Holder	 	42
	Section 16.	Governing Law; Waiver of Jury Trial	 	42
	Section 17.	Submission To Jurisdiction; Waivers	 	42
	Section 18.	Modifications	 	43
	Section 19.	Statement of Intent	 	43
	Section 20.	Successors and Assigns; Third Party Beneficiaries	 	43
	Section 21.	Counterparts	 	44
	Section 22.	Captions	 	44
	Section 23.	Severability	 	44
	Section 24.	Entire Agreement	 	44
	Section 25.	Withholding Taxes	 	44
	Section 26.	Custody of Mortgage Loan Documents	 	45
	Section 27.	Cooperation in Securitization	 	46
	Section 28.	Notices	 	47
	Section 29.	Broker	 	47
	Section 30.	Certain Matters Affecting the Agent	 	47
	Section 31.	Reserved	 	48
	Section 32.	Resignation or Termination of Agent	 	48
	Section 33.	Resizing	 	48





 














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This AGREEMENT BETWEEN
NOTE HOLDERS (this “Agreement”), dated as of May 19, 2016 by and between BANK OF AMERICA, N.A. (“BANA”
and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial
Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”), and CITIGROUP
GLOBAL MARKETS REALTY CORP. (“CGMRC”) (together with its successors and assigns in interest, in its capacity
as initial owner of Note A-2 described below, the “Initial Note A-2 Holder”); the Initial Note A-1 Holder and
the Initial Note A-2 Holder are referred to collectively herein as the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), BANA and CGMRC co-originated a certain loan (the “Mortgage Loan”)
described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrower
described on the Mortgage Loan Schedule (collectively, the “Mortgage Loan Borrower”), evidenced, inter alia,
by two (2) promissory notes, each executed as of May 19, 2016 and made by the Mortgage Loan Borrower as follows: Promissory
Note A-1, in favor of BANA, as lender, in the original principal amount of $11,837,500 (as amended, modified, consolidated, or
supplemented, “Note A-1”), and Promissory Note A-2, in favor of CGMRC, as lender, in the original principal
amount of $11,837,500 (as amended, modified, consolidated, or supplemented, “Note A-2” and, together with Note
A-1, the “Notes”). The Notes are secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”)
on certain real property located as described on the Mortgage Loan Schedule (the “Mortgaged Property”);


 


WHEREAS, pursuant to
the Cross-Collateralization Agreement, dated as of May 19, 2016 (the “Cross-Collateralization Agreement”), between
the Mortgage Loan Borrower and PA-SC Atlanta Project LLC (the “Other Borrower”), the Mortgage Loan is cross-collateralized
and cross-defaulted with a mortgage loan (the “Other Mortgage Loan”) secured by the property located at 7585 Factory
Shoals Road, Austell, Georgia (the “Other Property”).


 


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. Whenever a term is defined as having the meaning set forth in the Lead Securitization Servicing Agreement
or substantially similar language, it shall be deemed to refer to the definition of such term (or if no such
definition exists, the definition of any term substantially similar thereto) as is set forth in the Lead Securitization
Servicing Agreement.


 






    	 



     


    

 





“Acceptable
Insurance Default” shall have the meaning set forth in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


“Agreement”
shall mean this Agreement between Note Holders, any exhibits and schedules hereto and all amendments hereof and thereof and supplements
hereto and thereto.


 


“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.


 


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


 


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


 


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


 


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


 


“CDO Asset Manager”
with respect to any Securitization Vehicle that is a CDO, 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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“CGMRC”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


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


 


“Commission”
shall have the meaning assigned to such term in Section 2(h)(viii).


 


“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, and the terms “Controlling”
and “Controlled” shall have meanings correlative thereto.


 


“Controlling
Note” shall mean Note A-1.


 


“Controlling
Note Holder” shall mean the holder of the Controlling Note; provided that at any time the Controlling Note is
included in a Securitization, references to the “Controlling Note Holder” herein shall mean the holders of the majority
of the class of securities issued in such Securitization designated as the “controlling class” or any other party that
is assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided
in the related Securitization Servicing Agreement (including without limitation subject to any restrictions applicable to the Mortgage
Loan Borrower or affiliates of the Mortgage Loan Borrower provided in the Lead Securitization Servicing Agreement).


 


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


 


“Cross-Collateralization
Agreement” shall have the meaning assigned to such term in the preamble to this Agreement.


 


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


 


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


 


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


 


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


 






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“First Securitization”
shall mean the earliest to occur of the Note A-1 Securitization and the Note A-2 Securitization.


 


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


 


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


 


“Initial Note
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
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, 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, 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 (or entities as applicable).


 


“Interest Rate”
shall have the meaning assigned to such term or analogous term in the Mortgage Loan Agreement.


 


“Interested
Person” shall mean the Depositor, the Non-Lead Depositor, the Master Servicer, the Non-Lead Master Servicer, the Special
Servicer, the Non-Lead Special Servicer, the Trustee, the Non-Lead Trustee, any Mortgage Loan Borrower, any manager of any Mortgaged
Property, any independent contractor engaged by any of the foregoing parties, the Operating Advisor, the Non-Lead Operating Advisor,
the Controlling Note Holder, the Controlling Note Holder Representative, any Non-Controlling Note Holder, any Non-Controlling Note
Holder Representative, any holder of a related mezzanine loan, or any known Affiliate of any such party described above.


 






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“Intervening
Trust Vehicle” with respect to any Securitization Vehicle that is a CDO, 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 CDO.


 


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


 


“Lead Securitization”
shall mean (a) if the First Securitization is also the Note A-1 Securitization, such First Securitization and (b) if
the First Securitization is not also the Note A-1 Securitization, then (i) for the period from the closing date of the
First Securitization until the Note A-1 Securitization Date, the First Securitization and (ii) on and after the Note A-1
Securitization Date, the Note A-1 Securitization.


 


“Lead Securitization
Directing Holder” shall mean the “Directing Holder” (or analogous term) (or the “Directing Certificateholder”
(or analogous term) acting as such Directing Holder, as applicable) under the Lead Securitization Servicing Agreement.


 


“Lead Securitization
Note” shall mean (a) during the period from and after Note A-2 Securitization Date, but prior to the Note A-1
Securitization Date, Note A-2; 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, as of any date of determination, the pooling and servicing agreement that governs the
Securitization that is then the Lead Securitization; provided, that during any period that 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
Trust” shall mean the Securitization Trust created in connection with the Lead Securitization.


 


“Major Decisions”
shall mean “Major Decisions” as defined in the Lead Securitization Servicing Agreement.


 


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


 


“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.


 






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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of May 4, 2016, between BANA and CGMRC, as lenders, and the Mortgage
Loan Borrower, 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 33.


 


“Non-Controlling
Note” means any Note (other than the Controlling Note), including any New Note designated as a “Non-Controlling
Note” hereunder pursuant to Section 33.


 


“Non-Controlling
Note Holder” means any holder of a Non-Controlling Note; provided that at any time such holder’s respective
Note is included in a Securitization, references to such “Non-Controlling Note Holder” herein shall mean the “Directing
Certificateholder”, “Directing Holder”, “Controlling Class Representative” or any other party assigned
the rights to exercise the rights of such “Non-Controlling Note Holder” hereunder, as and to the extent provided in
the related Non-Lead Securitization Servicing Agreement (including without limitation subject to any restrictions applicable to
the Mortgage Loan Borrower or affiliates of the Mortgage Loan Borrower provided in the 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. 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 as the representative of the “controlling class”
holder(s) in respect of any Note that is exercising the rights of a “Non-Controlling Note Holder” herein or under the
Lead Securitization Servicing Agreement (it being understood for the avoidance of doubt that the Lead Securitization Note Holder
(or the Master Servicer or Special Servicer on its behalf) may additionally need to deal with the master servicer, special servicer
or other person party to the related Securitization Servicing Agreement) and to the extent that any related Securitization Servicing
Agreement assigns such rights to more than one such party as the representative of the “controlling class” holder(s),
for purposes of this Agreement, such Securitization Servicing


 






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Agreement shall designate one such party to deal with the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) as the representative of the related “controlling
class” holder(s) in exercising its rights as a “Non-Controlling Note Holder” herein or under the Lead Securitization
Servicing Agreement, and such party shall 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 applicable Non-Controlling
Note Holder, as the applicable Non-Controlling Note Holder under this Agreement.


 


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


 


“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 any Servicer on behalf of the Note Holders to make such payments free of any obligation or liability for withholding.


 


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


 


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


 


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


 


“Non-Lead Master
Servicer” shall mean the “master servicer” under the 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 the first sale by the Non-Lead Securitization Note Holder of all or a portion of such Non-Lead Securitization Note to
a depositor who will in turn include such portion of such Non-Lead Securitization Note as part of the securitization of one or
more mortgage loans.


 


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


 






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“Non-Lead Securitization
Note” shall mean any Note other than the Lead Securitization Note.


 


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


 


“Non-Lead Securitization
Servicing Agreement” shall mean from and after the date a Non-Lead Securitization Note is included in a Non-Lead Securitization,
the pooling and servicing agreement, trust and servicing agreement or servicing agreement entered into in connection with such
Non-Lead Securitization.


 


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


 


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


 


“Non-Securitizing
Note Holder” shall mean, with respect to a Securitization, each Note Holder that is not a Securitizing Note Holder with
respect to such Securitization.


 


“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 “Note A-1 Principal Balance”
set forth on the Mortgage Loan Schedule, less any payments of principal on Note A-1 received by the Note A-1 Holder or reductions
in the principal balance thereof pursuant to Section 3 or 4, as applicable.


 


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


 


“Note A-1
Securitization” shall mean the first sale by the Note A-1 Holder of all or a portion of Note A-1 to a depositor
who will in turn include 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 “Note A-2 Principal Balance”
set forth on the Mortgage Loan


 






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Schedule, less any payments of principal on Note A-2 received by the Note A-2 Holder or reductions
in the principal balance thereof pursuant to Section 3 or 4, as applicable.


 


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


 


“Note A-2
Securitization” shall mean the first sale by the Note A-2 Holder of all or 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 Holder
Representative” means a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable
(including any Lead Securitization Directing Holder and any “directing certificateholder”, “controlling class
representative” or similar person acting pursuant to a Securitization Servicing Agreement on behalf of the Controlling Note
Holder or the Non-Controlling Note Holder, as the case may be).


 


“Note Holders”
shall mean, collectively, the Note A-1 Holder and the Note A-2 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 have the meaning assigned to such term in the recitals.


 


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


 


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


 


“Other Mortgage
Loan” shall have the meaning assigned to such term in the preamble to this Agreement.


 


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


 


“P&I Advance”
shall mean an advance made by a party to any Securitization Servicing Agreement in respect of a delinquent monthly debt service
payment on the Note(s) corresponding to the Note securitized pursuant to such Securitization Servicing Agreement.


 


“Percentage
Interest” shall mean, with respect to any Note Holder, a fraction, expressed as a percentage, the numerator of which
is the principal balance of the related Note (which, with respect to the Note A-1 Holder and the Note A-2 Holder shall be the Note
A-1


 






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Principal Balance and the Note A-2 Principal Balance, respectively) and the denominator of which is the principal balance of
the Mortgage Loan.


 


“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).


 


“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 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 CDO 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 CDO 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


 






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


 


(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


 






    	-11- 



    	 



    

 


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 (c) (other than clause (c)(iii)) above or that is the subject
of a Rating Agency Confirmation as a Qualified Institutional Lender for purposes of this Agreement from each of the Rating Agencies
engaged by the Depositor and the Non-Lead Depositor to rate the securities issued by the related Securitization Trust.


 


“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 (or, if not rated by an applicable Rating Agency, an equivalent (or higher) rating from any two of Fitch, Moody’s
and S&P).


 


“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 engaged by any Note Holder to rate the securities issued in connection with the Securitization
of the related Note; provided, that, at any time during which one or more of the Notes is an asset of one or more Securitizations,
“Rating Agencies” or “Rating Agency” shall mean only those rating agencies that are engaged
by the related depositor (or its Affiliate) from time to time to rate the securities issued in connection with the Securitizations
of the Notes.


 


“Rating Agency
Communication” shall mean, with respect to any action and any Securitization, any written communication intended for
a Rating Agency, which shall be delivered at least ten (10) Business Days prior to completing such action, in electronic document
format suitable for website posting to the 17g-5 information provider under the applicable Securitization Servicing Agreement.


 


“Rating Agency
Confirmation” shall mean, with respect to any Securitization, a confirmation in writing by each of the applicable Rating
Agencies for such Securitization 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 such Securitization that are then outstanding. If no such securities are outstanding
with respect to any Securitization, any action that would otherwise require a Rating Agency Confirmation shall instead require
the consent of the Lead Securitization Note 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 engage 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


 






    	-12- 



    	 



    

 


obtained for purposes of this Agreement. For purposes of clarity,
any such waiver, declination or refusal to review or otherwise engage in any request for a Rating Agency Confirmation hereunder
shall not be deemed a waiver, declination or refusal to review or otherwise engage in 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, and subject to such clarification and interpretation as have been provided by the
Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case
as effective from time to time as of the compliance dates specified therein.


 


“REMIC”
shall mean a real estate mortgage investment conduit, within the meaning of Section 860D(a) of the Code.


 


“REMIC Provisions”
shall mean provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of subchapter M of Chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed
regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


 


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage
Special Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more
loans included in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period
prior to the date of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial
mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer
as special servicer of such commercial mortgage loans, (iv) in the case of Morningstar, such special servicer has a ranking
by Morningstar equal to or higher than “MOR CS3” as a special servicer, provided that if Morningstar has not
issued a ranking with respect to such special servicer, such special servicer is acting as special servicer in a commercial mortgage
loan securitization that was rated by a Rating Agency within the twelve (12) month period prior to the date of determination, and
Morningstar 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 securities, (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


 






    	-13- 



    	 



    

 


determination,
and (vi) in the case of DBRS, such special servicer is acting as special servicer in a commercial mortgage loan securitization
that was rated by DBRS within the twelve (12) month period prior to the date of determination 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 special servicer of such commercial mortgage securities as a material
reason for such downgrade or withdrawal.


 


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


 


“Securities
Act” shall mean the Securities Act of 1933.


 


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


 


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


 


“Securitization
Servicing Agreement” shall mean the Lead Securitization Servicing Agreement or the Non-Lead Securitization Servicing
Agreement.


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which one or more of the Notes are held.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-14- 



    	 



    

 


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.


 


“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(a).


 


“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, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and after the Securitization
Date by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the Lead Securitization Servicing
Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest
in respect of any Note other than the Lead Securitization Note if such principal or interest is not paid by the Mortgage Loan Borrower
but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the maintenance
of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead
Securitization Servicing Agreement. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion,
to include its Note in a Securitization and agrees that it will, subject to Section 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 and
the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer as the
initial Special Servicer by the Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special
Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each
Note Holder hereby appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s
attorney-in-


 






    	-15- 



    	 



    

 


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). The Lead Securitization Servicing Agreement shall not require the Servicer
to enforce the rights of one Note Holder against the other Note Holder, and shall not limit the Servicer in enforcing the rights
of one Note Holder against the other Note Holder, as may be required in order to service the Mortgage Loan as contemplated by this
Agreement and the Lead Securitization Servicing Agreement; provided, that it is also understood and agreed that nothing
in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each
Servicer shall be required pursuant to the Lead Securitization Servicing Agreement (i) 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, (ii) to provide information to each servicer under the Non-Lead Securitization Servicing Agreement necessary to enable
each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and (iii) to 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, that if the 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 such Securitization for such Non-Lead Securitization Note; provided, further,
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 were still
in full force and effect with respect to the Mortgage Loan, by the applicable Servicer in the Lead Securitization or by any Person
appointed by the Lead Securitization Note Holder that is a qualified servicer meeting the requirements of the Lead Securitization
Servicing Agreement. The Note Holders acknowledge that at any time that the Mortgage Loan is no longer subject to the provisions
of the Lead Securitization Servicing Agreement, the Master Servicer shall have no further obligation to make P&I Advances with
respect to the Mortgage Loan.


 


(b)        The Master Servicer
shall be the lead 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) shall make the following advances, subject to the terms of the Lead Securitization Servicing
Agreement and this Agreement: (i) Servicing Advances on the Mortgage Loan and (ii) P&I Advances on the Lead Securitization
Note. 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 (as defined in the Lead Securitization Servicing Agreement)
and/or the related Companion Distribution Account (as


 






    	-16- 



    	 



    

 


defined in the Lead Securitization Servicing Agreement) 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 Servicing
Advances that are Nonrecoverable Advances, if such funds on deposit in the Collection Account and Companion Distribution Account
are insufficient, from general collections of the Lead Securitization as provided in the Lead Securitization Servicing Agreement.
The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement for interest on a
Servicing Advance (including any Servicing Advance that is a Nonrecoverable 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.
Notwithstanding the foregoing, 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 Servicing Advance that is a Nonrecoverable Advance
or any interest on a Servicing Advance (including any Servicing Advance that is a Nonrecoverable Advance) at the Reimbursement
Rate, the Non-Lead Securitization Note Holder (including any Securitization Trust into which such Non-Lead Securitization Note
is deposited) shall be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization for its
pro rata share of such Servicing Advance that is a Nonrecoverable Advance or interest thereon at the Reimbursement Rate.


 


In addition, the Non-Lead
Securitization Note Holder (including, but not limited to, any Securitization Trust into which such Non-Lead Securitization Note
is deposited) shall be required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse
the Lead Securitization for such 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 or the Depositor, as applicable, is entitled to be
reimbursed pursuant to the Lead Securitization Servicing Agreement and this Agreement, to the extent amounts on deposit in the
related “Companion Distribution Account” are insufficient for reimbursement of such amounts. The Non-Lead Securitization
Note Holder agrees to indemnify (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 the Lead Securitization Trust pursuant to the terms of the Lead Securitization Servicing
Agreement) each of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the
Operating Advisor (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) (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 servicing and administration of the Mortgage Loan (or,
with respect to the Operating Advisor, incurred in connection with the provision of services for the Mortgage Loan) under the Lead
Securitization Servicing Agreement (collectively, the “Indemnified Items”) to the extent of its pro rata
share of such Indemnified Items, and to the extent amounts on deposit in the related “Companion Distribution Account”
are insufficient for reimbursement of such amounts, the 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; provided that a Non-Lead Securitization note Holder’s duty to pay, if any,
Indemnified Items to the Operating Advisor shall be subject to any limitations and


 






    	-17- 



    	 



    

 


conditions (including limitations and conditions
with respect to the timing of such payments and the sources of funds for such payments) as may be set forth from time to time in
the Non-Lead Securitization Servicing Agreement with respect to the Non-Lead Operating Advisor.


 


The Non-Lead Master Servicer
(or Non-Lead Trustee (if not made by such Non-Lead Master Servicer)) may be required to make P&I Advances on the respective
Non-Lead Securitization Note, from time to time, subject to the terms of the related Non-Lead Securitization Servicing Agreement,
the 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 Non-Lead
Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee under the Non-Lead Securitization Servicing Agreement, as applicable,
shall be entitled to make its 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 or the Trustee, as applicable, and the Non-Lead Master Servicer or Non-Lead Trustee, as
applicable, shall each be required to notify the other 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 the Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee, as applicable (with respect to the 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 such Non-Lead Master Servicer or Non-Lead
Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the case of a determination of non-recoverability
by the Non-Lead Master Servicer, the Non-Lead Special Servicer or the Non-Lead Trustee) shall notify the Master Servicer and the
Trustee, or the related Non-Lead Master Servicer and the related Non-Lead Trustee, as the case may be, within two (2) Business
Days of making such determination. Each of the Master Servicer and the Trustee, the Non-Lead Master Servicer and the Non-Lead Trustee,
as applicable, shall only be entitled to reimbursement for a P&I Advance that becomes non-recoverable and advance interest
thereon first, from the related Companion Distribution Account from amounts allocable to the Note for which such P&I
Advance was made, and then, if such 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 the 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)           The Non-Lead Securitization
Note Holder, if its Non-Lead Securitization Note is included in a Securitization, shall cause the applicable Non-Lead Securitization
Servicing Agreement to contain provisions to the effect that:


 






    	-18- 



    	 



    

 





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


 


(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) by the Securitization Trust holding such Non-Lead Securitization Note, 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 related
“Companion Distribution Account” 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 its pro rata share of the insufficiency out
of general collections in the collection account (or equivalent account) established under such Non-Lead Securitization Servicing
Agreement; provided that a Non-Lead Securitization Servicing Agreement shall be deemed to include the same limitations and conditions
on the payment or reimbursement of Indemnified Items to the Operating Advisor (including limitations and conditions with respect
to the timing of such payments or reimbursements and the sources of funds for such payments or reimbursements) as may be set forth
from time to time in the Non-Lead Securitization Servicing Agreement with respect to the Non-Lead Operating Advisor.


 






    	-19- 



    	 



    

 





(iii)          a
party to the Non-Lead Securitization Servicing Agreement will be required to deliver to the Trustee, the Certificate Administrator,
the Special Servicer and the Master Servicer (x) promptly following Securitization of such Non-Lead Securitization Note, notice
of the deposit of such Non-Lead Securitization Note into a Securitization Trust (which notice may be by email and shall also provide
contact information for the related Non-Lead Trustee, Non-Lead Certificate Administrator, Non-Lead Master Servicer, Non-Lead Special
Servicer and the party designated to exercise the rights of the “Non-Controlling Note Holder” under this Agreement),
accompanied by a certified copy of the executed Non-Lead Securitization Servicing Agreement and (y) 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 related “Non-Controlling
Note Holder” under this Agreement (together with the relevant contact information); and


 


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


 


(d)           If the Non-Lead
Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing Agreement,
the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Non-Lead Asset Representations
Reviewer in connection with such Asset Review by providing the Non-Lead Asset Representations Reviewer with any documents reasonably
requested by the Non-Lead Asset Representations Reviewer, but only to the extent that (i) such Non-Lead Asset Representations
Reviewer has not been able to obtain such documents from the related mortgage loan seller or any party to the related Non-Lead
Securitization Servicing Agreement and (ii) such documents are in the possession of the Master Servicer, the Special Servicer,
the Trustee or the Custodian, as the case may be.


 


(e)           Prior to the Securitization
of any Note (including any New Note), all notices, reports, information or other deliverables required to be delivered to a 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 Note Holder (or its Note
Holder Representative) and, when so delivered to such Note Holder (or Note Holder Representative, as applicable), 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 the Securitization
of any Note (including any New Note), as applicable, all notices, reports, information or other deliverables required to be delivered
to a 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 master servicer and the special
servicer with respect to such Securitization (who then may forward such items to the party entitled to receive such items as and
to the extent provided in the related Securitization Servicing Agreement) and, when so delivered to such master servicer and the
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; provided, however, that all items that relate


 






    	-20- 



    	 



    

 


to the Non-Lead Depositor’s compliance with any applicable
securities laws shall also be delivered to the Non-Lead Depositor.


 


(f)           Each Lead Securitization
Servicing Agreement shall also satisfy Moody’s rating methodology for eligible accounts and permitted investments for a securitization
rated “Aaa” by Moody’s.


 


(g)          The Lead Securitization
Note Holder shall cause the Lead Securitization Servicing Agreement to contain provisions requiring the Master Servicer to deliver
to the Non-Lead Master Servicer, the Non-Lead Special Servicer and the Non-Lead Trustee (i) notice of any Appraisal Event
promptly following the occurrence thereof and (ii) a statement of any Appraisal Reduction or Collateral Deficiency Amount
(if the Lead Securitization Servicing Agreement provides for the calculation of any Collateral Deficiency Amount) promptly following
the calculation thereof.


 


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


 


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


 


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


 


(iii)          the
Master Servicer shall remit all payments received with respect to the Non-Lead Securitization Note, net of the servicing fees payable
to the Master Servicer and Special Servicer with respect to the Non-Lead Securitization Note, and any other applicable fees and
reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the Non-Lead Securitization Note Holder
by the earlier of (x) the “master servicer remittance date” (or any term substantially similar thereto) as defined
in the Lead Securitization Servicing Agreement and (y) the business day following the “determination date” (or any
term substantially similar thereto) as defined in the Non-Lead Securitization Servicing Agreement (such determination date, the
“Non-Lead Securitization Determination Date”), in each case as long as the date on which remittance is required under
this clause (iii) is at least one business day after the scheduled monthly payment date under the Loan Agreement;


 


(iv)          with
respect to the Non-Lead Securitization Note that is held by a Securitization, the Master Servicer agrees to deliver or cause to
be delivered or to make


 






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available to the Non-Lead Master Servicer all loan-level reports constituting the CREFC® Investor Reporting
Package) pursuant to the terms of the Lead Securitization Servicing Agreement, to the extent related to the Mortgage Loan, the
Mortgaged Property, the Non-Lead Securitization Note, the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, by the earlier of (x) the “master servicer remittance date” (or any term substantially similar thereto)
as defined in the Lead Securitization Servicing Agreement and (y) the Business Day following the Non-Lead Securitization Determination
Date, in each case so long as the date on which delivery is required under this clause (iv) is at least one business day after
the scheduled monthly payment date under the Loan Agreement;


 


(v)           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 the terms and provisions of this Agreement, the Lead Securitization Servicing Agreement
and the Servicing Standard;


 


(vi)          the
Non-Lead Securitization Note Holder shall be entitled to the same indemnity as the Lead Securitization Note Holder under the Lead
Securitization Servicing Agreement with respect to the following items; each of the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor, and the Custodian shall be required to indemnify each certifying
person and the Non-Lead Depositor for any public Other Securitization Trust, and their respective directors and officers and controlling
persons, to the same extent that they indemnify the Depositor (as depositor in respect of the Lead Securitization) and each certifying
person for (i) its failure to deliver the items in clause (vii) below in a timely manner, (ii) its failure to perform its obligations
to such Non-Lead Depositor or Non-Lead Trustee under Article XI (or any article substantially similar thereto) of the Lead Securitization
Servicing Agreement by the time required after giving effect to any applicable grace period or cure period, (iii) the failure of
any Servicing Function Participant or Additional Servicer retained by it to perform its obligations to such Non-Lead Depositor
or Non-Lead Trustee under such Article XI (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement
by the time required and/or (iv) any deficient Exchange Act report regarding, and delivered by or on behalf of, such party;


 


(vii)         each
of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee
shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant or Additional Servicer,
use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and each Servicing
Function Participant with which, in each case, it has entered into a servicing relationship with respect to the Mortgage Loans,
cause such party to, comply with the foregoing Section 2(h)(vi) by inclusion of similar provisions in the related sub-servicing
or similar agreement;


 


(viii)        the
Master Servicer, any primary servicer, the Special Servicer and the Trustee, Certificate Administrator or other party acting as
custodian for the Lead


 






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Securitization shall be required to deliver (and shall be required to cause (or, in the case of a Mortgage
Loan Seller Sub-Servicer, shall be required to use commercially reasonable efforts to cause) each other servicer and servicing
function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation AB) retained or engaged by it to deliver)
to the Non-Lead Depositor and the Non-Lead Trustee, in a timely manner, (i) the reports, certifications, compliance statements,
accountants’ assessments and attestations, and all information to be included in reports (including, without limitation,
Form ABS 15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request, any other materials specified in the Non-Lead Securitization
Servicing Agreement, in the case of clauses (i) and (ii), as the parties to each Non-Lead Securitization may reasonably require
in order to comply with their obligations under the Securities Act and the Exchange Act (including Rule 15Ga-1) and Regulation
AB, and any other applicable law. Without limiting the generality of the foregoing, the Initial Note Holder of the Lead Securitization
Note shall provide in a timely manner to the Non-Lead Depositor and the Non-Lead Trustee a copy of the Lead Securitization Servicing
Agreement in EDGAR-compatible format (but not later than one business day following the closing date of the Lead Securitization)
and each Servicer under the Lead Securitization Servicing Agreement will be required, upon prior written request, to provide to
the Non-Lead Depositor and the Non-Lead Trustee any other information required to comply in a timely manner with applicable filing
requirements under Items 1.01 and 6.02 of Form 8-K, any other disclosure information required pursuant to Regulation AB, in each
case in a timely manner for inclusion in any disclosure document (or for filing under Form 8-K, as applicable) and with respect
to such Servicers, upon prior written request, market indemnification agreements, opinions and Regulation AB compliance letters
as were or are being delivered with respect to the Lead Securitization. As used in this Agreement, “Regulation AB”
means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100 229.1125, as such may be
amended from time to time, and subject to such clarification and interpretation as have been provided by the United States Securities
and Exchange Commission (the “Commission”) or by the staff of the Commission, or as may be provided by the Commission
or its staff from time to time, in each case as effective from time to time as of the compliance dates specified therein. The Master
Servicer, any primary servicer and the Special Servicer shall each be required to provide certification and indemnification to
each Certifying Person with respect to the Sarbanes-Oxley Certification (or analogous terms) as such terms are defined in the Non-Lead
Securitization Servicing Agreement;


 


(ix)          each of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting Party (or
analogous term) shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to
cooperate under the applicable Sub-Servicing Agreement), with the Non-Lead Depositor to the same extent as such party is
required to cooperate with the Lead Depositor under Article XI (or any article substantially similar thereto) of the Lead
Securitization Servicing Agreement in connection with the reporting requirements under the Securities Act, the Exchange Act,
the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder. All respective reasonable out-of-pocket costs
and expenses incurred by the Non-Lead Depositor (including reasonable legal fees and expenses of outside counsel to such
depositor) in connection with the foregoing (other than those


 






    	-23- 



    	 



    

 


costs and expenses related to participation by the Non-Lead Depositor in any telephone conferences and meetings with the
United States Securities and Exchange Commission (the “Commission”) and other costs the Non-Lead Depositor must
bear pursuant to Article XI (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement) and
any amendments to any reports filed with the Commission therewith shall be promptly paid by the applicable Affected Reporting Party
upon receipt of an itemized invoice from such Non-Lead Depositor;


 


(x)           any
late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to the Non-Lead Securitization
Note or reimbursable to the Non-Lead Master Servicer or the Non-Lead Trustee in accordance with this Agreement shall be remitted
by the Master Servicer to the Non-Lead Master Servicer within one (1) Business Day of receipt and identification thereof unless
such amount would otherwise be included in the monthly remittance to the Non-Lead Securitization Note Holder for such month; provided,
however, that to the extent any such amounts are received after 3:00 p.m. Eastern time on any given business day, the Master
Servicer shall use commercially reasonable efforts to remit such late collections to the Non-Lead Master Servicer within one (1)
business day of receipt of properly identified funds but, in any event, the Master Servicer shall remit such amounts within two
(2) business days of receipt of properly identified funds;


 


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


 


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


 


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


 


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


 


(xv)         to
the extent related to the Mortgage Loan, the Master Servicer or the Special Servicer, Rating Agency Confirmation and Rating Agency
Communications shall be provided with respect to the commercial mortgage pass-through certificates issued in connection with the
Non-Lead Securitization to the same extent provided with respect to


 






    	-24- 



    	 



    

 


the commercial mortgage pass-through certificates issued in
connection with the Lead Securitization;


 


(xvi)        “Servicer
Termination Events” (or any analogous term under the Lead Securitization Servicing Agreement) include customary market termination
events with respect to failure to make advances, failure to timely remit payments to the Non-Lead Note Holders as required hereunder
or under the Lead Securitization Servicing Agreement (subject to no more than one business day grace period), failure to timely
deposit amounts into any REO Account or to remit to a Servicer for deposit into a related collection or custodial account, failure
to deliver (or cause to be delivered) materials or information required in order for the Non-Lead Note Holders or the Non-Lead
Depositor to timely comply with its obligations under the Exchange Act, the Securities Act and Form SF-3, and for rating agency
downgrades or other triggers with respect to any certificates issued in connection with a Non-Lead Securitization, subject to customary
grace periods (provided that, in the case of failures related to the securities laws, such grace periods will not cause a Non-Lead
Depositor to fail to comply with the applicable provisions of such securities laws). Upon the occurrence of such a Servicer Termination
Event with respect to the Master Servicer affecting the Non-Lead Securitization Note Holder and the Master Servicer is not otherwise
terminated pursuant to the Lead Securitization Servicing Agreement, the Master Servicer shall be required, upon the direction of
the Non-Lead Securitization Note Holder, to appoint a subservicer with respect to the Non-Lead Securitization Note. Upon the occurrence
of a Servicer Termination Event with respect to the Special Servicer affecting the Non-Lead Securitization Note Holder and the
Special Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction
of the Non-Lead Securitization Note Holder, terminate the Special Servicer with respect to, but only with respect to, the Mortgage
Loan;


 


(xvii)       in
connection with (A) any amendment of the Lead Securitization Servicing Agreement, a party to such Lead Securitization Servicing
Agreement is required to provide a copy of the executed amendment to each Non-Lead Depositor and one or more parties to the related
Non-Lead Securitization Servicing Agreement (which may be by e-mail), together with a copy of such amendment in electronic format,
no later than the effective date of such amendment, and (B) the termination, resignation and/or replacement of the Master Servicer
or Special Servicer under the Lead Securitization Servicing Agreement, the replacement “master servicer” or replacement
“special servicer”, as applicable, is required to provide to each Non-Lead Depositor and one or more parties to the
related Non-Lead Securitization Servicing Agreement all disclosure about itself that is required to be included in Form 8-K no
later than the date of effectiveness thereof;


 


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


 






    	-25- 



    	 



    

 


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


 


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


 


(i)            The initial holder
of each Lead Securitization Note shall:


 


(i)            give
the other Note Holders notice of the Securitization of the Lead Securitization Note in writing (which may be by email) not less
than three (3) business days prior to the applicable pricing date for the Lead Securitization, together with contact information
for each of the parties to the Lead Securitization Servicing Agreement;


 


(ii)           on
the closing date of the Lead Securitization or the next business day thereafter, send (or provide for access through a financial
printer together with notice (which may be by email) and contact information therefor) a copy (in EDGAR-compatible format) of the
Lead Securitization Servicing Agreement to the other Note Holder; and


 


(iii)          give
the other Note Holder written notice in a timely manner (but no later than one (1) business day prior to the applicable filing
date) of any re-filing (other than a filing made in connection with a formal amendment of the Lead Securitization Servicing Agreement)
by the Depositor of the Lead Securitization Servicing Agreement subsequent to the Securitization Date if such filing contains revisions
or changes that are material to the other Note Holder.


 


(j)            With respect to
the cross-collateralization and cross-default of the Mortgage Loan and the Other Mortgage Loan, the following provisions shall
apply:


 


(i)            For
so long as the Mortgage Loan and the Other Mortgage Loan remain cross-collateralized and cross-defaulted, the Mortgage Loan and
the Other Mortgage Loan shall be serviced by the same servicer (and special servicer, as applicable) under the same servicing agreement,
it being acknowledged that the Lenders presently anticipate that such servicing agreement will initially be the pooling and servicing
agreement that will govern the securitization commonly referred to as “CGCMT 2016-P4” and shortly thereafter such servicing
agreement will become the pooling and servicing agreement that will govern the securitization commonly referred to as “WFCM
2016-BNK1”.


 


(ii)           Notwithstanding
anything to the contrary herein, each Initial Lender, in connection with a repurchase by such Initial Lender or its affiliate under
its related mortgage loan purchase agreement executed in connection with a Securitization


 






    	-26- 



    	 



    

 


Servicing Agreement or related documents,
may avail itself of any right afforded to “Lender” under Section 2.3 of the Cross-Collateralization Agreement, or under
its mortgage loan purchase agreement, Securitization Servicing Agreement or related documents to release the Mortgage Loan and
the Other Mortgage Loan (or any Mortgaged Property or Mortgage Loan Borrower) from the cross-collateralization and cross-default
provisions effected by the Cross-Collateralization Agreement; provided, however, that no such release shall occur unless (A) the
“crossed loan repurchase criteria” (or analogous conditions to the exercise of such right) under each Securitization
Servicing Agreement governing an outstanding Securitization and (B) the condition set forth in clause (iii) below are satisfied.


 


(iii)          Notwithstanding
any right granted pursuant to the Cross-Collateralization Agreement or the applicable Securitization Servicing Agreement or related
documents, it shall be a condition to any release of the cross-collateralization and cross-default relationship between the Mortgage
Loan and the Other Mortgage Loan that a REMIC opinion be delivered with respect to each REMIC that holds a Note in connection with
a Securitization.


 


(iv)          In
connection with a repurchase by an Initial Lender or its affiliate under its mortgage loan purchase agreement related to a Securitization
Servicing Agreement or related documents and upon written notice to such parties, each of the Master Servicer and the Special Servicer
and each Non-Lead Master Servicer and Non-Lead Special Servicer shall cooperate with each other, the related Initial Lender and
each other Lender to facilitate the exercise by such Initial Lender of the right described above to obtain a release of the Mortgage
Loan, any individual related Mortgaged Property and/or a related Mortgage Loan Borrower from the cross-default and cross-collateralization
provisions of the related Mortgage Loan Documents, such cooperation to include, without limitation, making such requests and sending
such notices, in each case, as may be required pursuant to the provisions of the related Mortgage Loan Documents to obtain such
release and executing such documents as may be necessary to effectuate such release.


 


Section
3.        Priority of Payments. Each Note shall be of equal priority, and no
portion of any Note shall have priority or preference over any portion of any other Note or security therefor. 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 Scheduled
Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or
instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other than 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, to the extent permitted by the REMIC Provisions), shall be applied
by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis; provided,
that (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent and in
accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or 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


 






    	-27- 



    	 



    

 


Servicing Agreement shall be applied to the extent set forth in, and in accordance with the terms of, the Mortgage Loan Documents;
and (y) all amounts that are then due, payable or reimbursable to any Servicer with respect to the Mortgage Loan pursuant
to the Lead Securitization Servicing Agreement and any other additional compensation payable to it thereunder (including without
limitation, any additional trust fund expenses under the Lead Securitization Servicing Agreement relating to the Mortgage Loan
(but subject to the second paragraph of Section 5(d) hereof) reimbursable to, or payable by, such parties and any Special
Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph),
but excluding (i) any P&I Advances (and interest thereon) on the Lead Securitization Note, which shall be reimbursed in
accordance with Section 2(b) hereof, and (ii) any Servicing Fees due to the Master Servicer in excess of the Non-Lead
Securitization Note’s pro rata share of that portion of such servicing fees calculated at the “primary servicing
fee rate” applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement, which such excess
shall not be subject to the allocation provisions of this Section 3) shall be payable in accordance with the Lead Securitization
Servicing Agreement.


 


For clarification purposes,
“Penalty Charges” (or analogous term as defined in the Lead Securitization Servicing Agreement) paid on each Note shall
first, be used 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, be used to
reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, the Non-Lead Master
Servicer or the Non-Lead Trustee, as applicable, for any interest accrued on any P&I Advance made with respect to such Note
by such party (if and as specified in the Lead Securitization Servicing Agreement or applicable Non-Lead Securitization Servicing
Agreement, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each Note by the
amount necessary to pay additional trust fund expenses under the Lead Securitization Servicing Agreement (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, with respect to any remaining amount of Penalty Charges, (x) prior to the securitization
of a Lead Securitization Note or at any time the Mortgage Loan is not being serviced pursuant to a Securitization Servicing Agreement,
pro rata to each Note Holder, and (y) following the securitization of a Lead Securitization Note, to the Master Servicer
and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 






    	-28- 



    	 



    

 


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


 


Each Note Holder hereby
acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead
Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Loan, to sell the Notes together as notes evidencing one
whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection with any such sale, the Special
Servicer shall be required to sell the Notes together as notes evidencing one whole loan and shall require that all offers be submitted
to the Trustee in writing. Whether any cash offer constitutes a fair price for the Mortgage Loan shall be determined by the Special
Servicer (unless the offeror is an Interested Person, in which case the Trustee shall make such determination); provided,
that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at
least two bona fide other offers are received from independent third parties. In


 






    	-29- 



    	 



    

 


determining whether any offer received represents
a fair price for the Mortgage Loan, the Trustee or the Special Servicer, as applicable, shall be supplied with and shall rely on
the most recent Appraisal or updated Appraisal conducted in accordance with the Lead Securitization Servicing Agreement within
the preceding nine (9)-month period or, in the absence of any such Appraisal, on a new Appraisal. The Trustee shall select the
appraiser conducting any such new Appraisal. In determining whether any such offer constitutes a fair price for the Mortgage Loan,
the Trustee or the Special Servicer, as applicable, shall instruct the appraiser to take into account (in addition to the results
of any Appraisal or updated Appraisal that it may have obtained pursuant to the Lead Securitization Servicing Agreement), as applicable,
among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level and physical condition
of the related Mortgaged Property and the state of the local economy. The Trustee may conclusively rely on the opinion of an Independent
appraiser or other Independent expert in real estate matters with at least 5 years’ experience in valuing or investing in
loans similar to the Mortgage Loan that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes
a fair price for the Mortgage Loan, and that has been retained by the Trustee at the expense of the Holders in connection with
making such determination. Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Special Servicer acting on
its behalf) shall not be permitted to sell the Mortgage Loan without the written consent of the Non-Controlling Note Holder unless
the Special Servicer has delivered to the Non-Controlling Note Holder: (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 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 Servicer Mortgage File requested by such Non-Controlling Note Holder; and (d) until
the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Lead Securitization
Directing Holder or the Controlling Holder, as applicable) prior to the proposed sale date, all information and other documents
being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer
in connection with the proposed sale. Subject to the foregoing, each Note Holder or its Note Holder Representative shall be permitted
to submit an offer 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 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 its agent, and grants to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and
its proxy, for the purpose of soliciting and accepting offers for and consummating the sale of its Note. Each 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 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 any related original documentation evidencing
its Note (endorsed in blank if necessary) to or at the direction of the Lead Securitization Note Holder in connection with the
consummation of any such sale.


 






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The authority of the
Lead Securitization Note Holder to sell the Non-Lead Securitization Note, and the obligations of any other Note Holder to execute
and deliver instruments or deliver the related 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 holder
of such Lead Securitization Note that sold such Lead Securitization Note into such Securitization from the trust fund established
under the Lead Securitization Servicing Agreement in connection with a material breach of representation or warranty made by such
Person with respect to the Lead Securitization Note or material document defect with respect to the documents delivered by such
Person with respect to the Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence shall
not be construed to grant to the Non-Lead Securitization Note Holder the benefit of any representation or warranty made by the
holder of the Lead Securitization Note that sold such Lead Securitization Note into the Lead Securitization or any document delivery
obligation imposed on such Person under any mortgage loan purchase and sale agreement, instrument of transfer or other document
or instrument that may be executed or delivered by such Person in connection with the Lead Securitization.


 


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


 


(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
Directing Holder or Controlling Holder, as applicable, pursuant to (notwithstanding the existence of any “control termination
event” (or analogous term) under) 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 the Non-Controlling
Note Holder (or its Note Holder Representative), within the same time frame it is required to provide to the Lead Securitization
Directing Holder (for this


 






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purpose, without regard to whether such items are actually required to be provided to the Lead Securitization
Directing Holder 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 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 such 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 such Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its
behalf) of written notice of a proposed action, together with copies of the notice, information and report required to be provided
to the Lead Securitization Directing Holder, 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). Notwithstanding the consultation rights of each Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization Note Holder (or Master 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 Master Servicer or Special Servicer, acting on its
behalf) be obligated at any time to follow or take any alternative actions recommended by a Non-Controlling Note Holder (or its
Non-Controlling Note Holder Representative).


 


In addition to the consultation
rights provided in the immediately preceding paragraph, each Non-Controlling Note Holder shall have the right to annual meetings
(which may be held telephonically) with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf), upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable,
in which servicing issues related to the Mortgage Loan are discussed.


 


(d)           If any Note is
included as an asset of a REMIC, 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


 






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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, cause or permit the release of any Mortgaged
Property or any Mortgage Loan Borrower from the cross-collateralization and the cross-defaulting provisions effected by the Cross-Collateralization
Agreement, or exercise or refrain from exercising any powers or rights which the Note Holders may have under the Mortgage Loan
Documents, if any such action would constitute a “significant modification” of the Mortgage Loan, within the meaning
of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three (3) months after
the startup day of the REMIC which includes the Notes (or any portion thereof), or would otherwise violate any REMIC provisions
applicable to a REMIC that holds any Note (or any portion thereof). Each Note Holder agrees that the provisions of this paragraph
shall be effected by compliance with any REMIC Provisions in the Lead Securitization Servicing Agreement relating to the administration
of the Mortgage Loan. All costs and expenses of compliance with this Section 5(d), to the extent that such costs and expenses relate
to administration of a REMIC or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions
or the actual payment of any REMIC tax or expense, shall be borne by each Note Holder solely with respect to the REMIC trust that
includes its own Note. Without limiting the generality of the foregoing, one Note Holder (the “Uninvolved Note Holder”)
shall not be required to reimburse any other Note Holder or any other Person for payment of the following items related to any
REMIC that does not or did not include the Uninvolved Note Holder’s Note (i) any taxes imposed on any such REMIC, (ii) any
costs or expenses relating to the administration of any such REMIC or to any determination respecting the amount, payment or avoidance
of any tax under any 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 Uninvolved Note Holder be reduced to offset or make-up any
such payment or deficit.


 


Section 6.        Rights
of the Controlling Note Holder.


 


(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. 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, 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 (other than the Mortgage Loan Borrower,
any manager of a Mortgaged Property or any principal or Affiliate thereof). 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. Any Servicer acting on behalf of the Lead


 






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Securitization Note Holder shall not be required
to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified such Servicer
or Trustee 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 any Servicer or Trustee with written confirmation of its acceptance
of such appointment, an address and telecopy 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
telecopy numbers). The Controlling Note Holder shall promptly deliver such information to any Servicer. None of the Servicers,
Operating Advisor and Trustee shall be required to recognize any person as a Controlling Note Holder Representative until they
receive such information from the Controlling Note Holder. The Controlling Note Holder agrees to inform each such Servicer or Trustee
of the then-current Controlling Note Holder Representative.


 


Each Non-Controlling
Note Holder shall provide notice of its identity and contact information (including any change thereof) to the Trustee, Certificate
Administrator, the Master Servicer and the Special Servicer under the Lead Securitization; provided, that each Initial Note
Holder shall be deemed to have provided such notice on the date hereof. The Trustee, Certificate Administrator, the Master Servicer
and the Special Servicer under the Lead Securitization shall be entitled to conclusively rely on such identity and contact information
received by it and shall not be liable in respect of any deliveries hereunder sent in reliance thereon.


 


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 (with respect to such Note Holder, the “Non-Controlling Note Holder Representative”).
All of the provisions relating to the Controlling Note Holder and the Controlling Note Holder Representative set forth in the first
paragraph of this Section 6(a) (except those contained in the last sentence thereof) and the second paragraph of this
Section 6(a) shall apply to each Non-Controlling Note Holder and its Non-Controlling Note Holder Representative mutatis
mutandis. The Non-Controlling Note Holder Representative with respect to Note A-2, 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, provided that at any time Note A-2 is included in a Securitization, references to the “Non-Controlling
Note Holder” herein shall mean the related “Directing Certificateholder”, “Directing Holder”, or
“Controlling Class Representative” (or analogous term) under the Non-Lead Securitization or any other party assigned
the rights to exercise the rights of the related “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.


 


For so long as the Controlling
Note is included in the Lead Securitization, the “Directing Certificateholder” under the Lead Securitization Servicing
Agreement (or any other party designated under the Lead Securitization Servicing Agreement to exercise the rights of the Controlling
Note Holder hereunder) shall be the Controlling Note Holder Representative.


 






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No Note Holder Representative
will have any liability to any other Note Holder or any other Person for any action taken, or for refraining from the taking of
any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or any 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 a Note Holder Representative may take or refrain from taking actions, or give
or refrain from giving consents, that favor the interests of one Note Holder over any other Note Holder, and that any Note Holder
Representative may have special relationships and interests that conflict with the interests of any other Note Holder and, absent
willful misfeasance, bad faith or gross negligence on the part of the Note Holder Representative, agree to take no action against
the Note Holder Representative or any of its officers, directors, employees, principals or agents as a result of such special relationships
or interests, and that no Note Holder Representative 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.


 


(b)          The Controlling
Note Holder shall be entitled to exercise the rights and powers granted to the Controlling Note hereunder and the rights and powers
granted to the Lead Securitization Directing Holder under the Lead Securitization Servicing Agreement with respect to the Mortgage
Loan (assuming that no “Control Termination Event” or “Consultation Termination Event”, as applicable,
has occurred and is continuing (or that periods defined by analogous terms during which control and/or consultation are permitted,
such as “Subordinate Control Period”, are in effect) under, and as defined in, the Lead Securitization Servicing Agreement).


 


No objection, direction,
consent or advice in connection with the exercise of such rights and powers may require or cause the Master Servicer or the Special
Servicer, as applicable, to violate any provision of the Mortgage Loan Documents, applicable law, the Lead Securitization Servicing
Agreement, this Agreement, the REMIC Provisions of the Code or the Master Servicer or Special Servicer’s obligation to act
in accordance with the Servicing Standard.


 


Section
7.        Appointment of Special Servicer. The Controlling Note Holder (or its
Controlling Note Holder Representative) shall have the right (subject to the terms, conditions and limitations in the Lead
Securitization Servicing Agreement) 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 each other Note Holder, the Master Servicer, the Special Servicer and each other party 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 and this Agreement (including, without limitation, a
Rating Agency Communication or a Rating Agency Confirmation, but only if required by the terms of the Lead Securitization
Servicing Agreement), if any. The Controlling Note Holder shall be solely responsible for any expenses incurred in connection
with any such replacement without cause. The Controlling Note Holder shall notify the other parties hereto of


 






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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 any Non-Controlling Note Holder, such Non-Controlling Note
Holder shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization
Trust, the Controlling Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement (or at
any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the successor
servicing agreement pursuant to which the Mortgage Loan is being serviced) 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). Each Note Holder acknowledges and agrees 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. Each Non-Controlling Note Holder shall be solely responsible for reimbursing the Trustee’s or the Controlling
Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable time by the terminated special servicer
and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in the Lead Securitization’s
“collection account” (or equivalent account).


 


Section 8.        Payment
Procedure.


 


(a)          The Lead Securitization
Note Holder (or the Master Servicer acting on its behalf), 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 to the Collection Account and/or related Companion Distribution Account (or analogous terms each as defined in the
Lead Securitization Servicing Agreement) 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 payments to the applicable account
within one (1) Business Day of 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 (provided, that to the extent that any payment is
received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable
efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such payments but, in any
event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt
of such payments).


 


(b)           If the Lead Securitization
Note Holder (or the Master Servicer acting on its behalf) determines, or a court of competent jurisdiction orders, at any time
that any amount


 






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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 any Note Holder or any Servicer or paid to any
other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder (or the Master Servicer
acting on its behalf) shall not be required to distribute any portion thereof to the Non-Lead Securitization Note Holder and the
Non-Lead Securitization Note Holder (or the Master Servicer acting on its behalf) 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 (or the Master
Servicer acting on its behalf) 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 (or the Master Servicer acting on its behalf) 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 (or the Master Servicer acting on its behalf) makes any payment to the Non-Lead Securitization
Note Holder before the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) has received the corresponding
payment (it being understood that the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) is under no
obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business
Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization
Note Holder’s (or the Master Servicer acting on its behalf) request, promptly return that payment to the Lead Securitization
Note Holder (or the Master Servicer acting on its behalf).


 


(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 the 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. No Note Holder shall
have any liability to any other Note Holder 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; provided, that,
notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and
standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement.


 


The Note Holders acknowledge
that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) to
comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer
and the Trustee on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have
under the Lead Securitization


 






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Servicing Agreement in a manner that may be adverse to the interests of the Non-Lead Securitization
Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) shall have no liability
whatsoever to the 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,
that each Servicer must act in accordance with the Servicing Standard and the terms of this Agreement.


 


Section
10.        Bankruptcy. Subject to Section 5(c), each Note Holder hereby
covenants and agrees that only the Lead Securitization Note Holder (or the Servicer on its behalf) 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 the 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 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 the 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 Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and
every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the
better assuring and evidencing of the foregoing appointment and grant. All actions taken by any Servicer in connection with
any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard and the terms of this
Agreement.


 


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


 






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


 


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


 


Section
13.        Other Business Activities of the Note Holders. Each Note Holder
acknowledges that each 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 Affiliate thereof or any entity that
is a holder of a preferred equity interest in the Mortgage Loan Borrower or any Affiliate thereof (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, hypothecate, contribute, encumber or otherwise dispose of all
or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a
Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after any such Transfer, any non-transferring
Note Holders shall be provided with (x) a representation from each transferee or the transferring Note Holder certifying that
such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following
sentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii)
of the definition thereof) and (y) a copy of the


 






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assignment and assumption agreement referred to in Section 15
(unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to
comply with this Agreement). 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 (a) obtain the consent of each non-transferring Note Holder and (b) if
any such non-transferring Note Holder’s Note is held in a Securitization Trust, as and to the extent required by the applicable
Securitization Servicing Agreement, deliver a Rating Agency Communication (if Rating Agency Confirmation is not required thereunder)
to, or obtain a Rating Agency Confirmation from, each of the applicable engaged Rating Agencies for such Securitization Trust.
Notwithstanding the foregoing, without each non-transferring Note Holder’s prior consent (which will not be unreasonably
withheld), and, if any non-transferring Note Holder’s Note is held in a Securitization Trust, without a Rating Agency Confirmation
from or Rating Agency Communication to, as applicable, each engaged Rating Agency for such Securitization Trust, 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 shall pay the expenses of any non-transferring Note Holder (including all expenses
of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative)
and all expenses relating to any Rating Agency Confirmation or Rating Agency Communication in connection with any such Transfer.
Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of any other Note
Holder or of any other Person or having to provide any Rating Agency Confirmation or Rating Agency Communication, to Transfer 49%
or less (in the aggregate) of its beneficial interest in a Note, other than to the Mortgage Loan Borrower or a Mortgage Loan Borrower
Related Party. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead
Securitization Note together with all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the
Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions
of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming
a 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.


 


(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


 






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“A” (or the equivalent)
or better by each applicable 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 each other Note Holder and any Servicer that a Pledge has been
effected (including the name and address of the applicable Note Pledgee), each other Note Holder agrees to acknowledge receipt
of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default by the pledging Note Holder in
respect of its obligations under this Agreement of which default such Note Holder has actual knowledge; (ii) to allow such
Note Pledgee a period of ten (10) days to cure a default by the pledging Note Holder in respect of its obligations to each
other Note Holder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment,
modification, waiver or termination of this Agreement 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 each other Note
Holder 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
each other Note Holder and any Servicer from any liability to the pledging Note Holder on account of such other Note Holder’s
or Servicer’s compliance with any Redirection Notice believed by any Servicer or such other Note Holder to have been delivered
by a Note Pledgee. 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


 






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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 (or sells, transfers or assigns as part of a repurchase facility) its interest in its Note to the Conduit as
collateral for the Conduit Inventory Loan;


 


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


 


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


 


Section
15.        Registration of the Notes and Each Note Holder. The Agent shall
keep or cause to be kept at the Agent Office books (the “Note Register”) for the registration and transfer
of the Notes. The Agent shall serve as the initial note registrar and the Agent hereby accepts such appointment. The names
and addresses of the holders of the Notes and the names and addresses of any transferee of any Note of which the Agent has
received notice, in the form of a copy of the assignment and assumption agreement referred to in this Section 15,
shall be registered in the Note Register. The Person in whose name a Note 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 each other Note Holder. 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


 






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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 each other Note Holder against any liability that may result
if the transfer is not made in accordance with the provisions of this Agreement.


 


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


 


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


 


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


 


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


 


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


 






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(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 delivering a Rating Agency
Communication to each Rating Agency; provided that no such Rating Agency Communication 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) with respect
to matters or questions arising under this Agreement, to make provisions of this Agreement consistent with other provisions
of this Agreement (including, without limitation, in connection with the creation of New Notes pursuant to Section 33).


 


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 and
Special Servicer and the Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee, none of the provisions of
this Agreement shall be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 14
and Section 15, each Note Holder may assign or delegate its rights or obligations under this Agreement. Upon any such
assignment, the assignee shall be entitled to all rights and benefits of the applicable Note Holder hereunder. For the
avoidance of doubt, the representations in Section 11 shall not be binding upon any Securitization Trust.


 


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


 






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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
the Non-Lead Securitization Note Holder with respect to the Mortgage Loan as a result of such Non-Lead Securitization Note
Holder constituting a Non-Exempt Person, such 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 such 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 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 Note Holder in reliance upon any representation, certificate, statement, document or
instrument made or provided by such 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 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 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 Note Holder
(to the extent it is not the same entity as the Lead Securitization Note Holder) represents (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 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,


 






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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 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 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 the Non-Lead Securitization Note or otherwise until the holder of such Note shall
have furnished to the Lead Securitization Note Holder requested forms, certificates, statements or documents.


 


Section
26.        Custody of Mortgage Loan Documents. Prior to the Note A-1
Securitization Date and the Note A-2 Securitization Date, the originals of all of the Mortgage Loan Documents (other
than Note A-2) will be held by the Initial Agent on behalf of the registered holders of the Notes. On and after Note A-2
Securitization Date but prior to the Note A-1 Securitization Date, the originals of all of the Mortgage Loan Documents
(other than Note A-1) shall be held in the name of the trustee (and held by a duly appointed custodian therefor) under
the Note A-2 PSA, on behalf of the registered holders of the Notes. On and after the Note A-1 Securitization Date,
the originals of all of the Mortgage Loan Documents (other than Note A-2) shall be transferred to and held in the name
of the trustee (and held by a duly appointed custodian therefor) under the Note A-1 PSA, on behalf of the registered
holders of the Notes.


 


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 related Securitizing Note Holder, each
related 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 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 reasonably requested by
the Rating Agencies to effect such Securitization; provided, that no Non-Securitizing Note Holder shall be required to modify


 






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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 related 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 related Securitizing Note
Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the 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 the Securitizing Note Holder (without any
obligation to make additional representations and warranties) to enable the 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 Non-Securitizing 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, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each
Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s
possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with
a Securitization.


 


Upon request, each Securitizing
Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda,
prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the
Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents.


 


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


 


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


 






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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.        Reserved.


 


Section
32.        Resignation or Termination 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. BANA, as Initial Agent, may
transfer its rights and obligations to a Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any
time without the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously
with the closing of the Lead Securitization, the Master Servicer shall be deemed to have been automatically appointed as the
successor Agent under this Agreement in place of BANA without any further notice or other action. The termination or
resignation of such Master Servicer, as Master Servicer under the Lead Securitization Servicing Agreement, shall be deemed a
termination or resignation of such Master Servicer as Agent under this Agreement, 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.


 






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Section
33.        Resizing. Notwithstanding any other provision of this Agreement,
for so long as BANA, CGMRC or an affiliate of either thereof (each, an “Original Entity”) is the owner of
the Non-Lead Securitization Note (each, an “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 each case, as applicable, “New Notes”) reallocating the principal of an
Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the
aggregate principal amount equal to the then outstanding principal balance of such 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 such 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 and
(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. 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 each other Note. In connection with the foregoing (provided the conditions set forth in clauses (i)
through (iv) above are satisfied, 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 and that each New Note shall be a “Note” hereunder and for the purpose of adding and modifying any
definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a
Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or
“Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this
Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the
existing Controlling Note to be a Non-Controlling Note hereunder.


 


[SIGNATURE PAGE FOLLOWS]





 






    	-49- 



    	 



    

 


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


 





	 	BANK OF AMERICA, N.A., as
    Initial Note A-1 Holder
	 	 	 
	 	By:	/s/
    Steven Wasser
	 	 	Name: Steven Wasser
	 	 	Title: Managing Director
	 	 	 
	 	CITIGROUP GLOBAL MARKETS REALTY
    CORP., as Initial Note A-2 Holder
	 	 	 
	 	By:	/s/
    Richard W. Simpson	 
	 	 	Name: Richard W. Simpson
	 	 	Title: Authorized Signatory







 





FedEx
West Palm Beach Agreement Between Note Holders


 














     


     


    

 


EXHIBIT A


 


MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 




	Mortgage Loan Borrower:	PA-SC West Palm Beach Project LLC
	Date of Mortgage Loan:	May 19, 2016
	Date of Original Promissory Notes:	May 19, 2016
	Original Principal Amount of Mortgage Loan:	$23,675,000
	Principal
Amount of Mortgage Loan as of the date hereof:	$23,675,000
	Note A-1 Principal Balance:	$11,837,500
	Note A-2 Principal Balance:	$11,837,500
	Location of Mortgaged Property:	West Palm Beach, Florida
	Initial Maturity Date:	July 1, 2026




 












     A-1


     


    

 


EXHIBIT B


 


1.        Initial Note A-1 Holder:


 


(Prior to Securitization of Note
A-1):



Bank of America, N.A.

NC1-027-15-01

214 North Tryon Street

Charlotte, North Carolina 28255

Attention: Steven L. Wasser

Email: steve.l.wasser@baml.com


 


with a copy to:



W. Todd Stillerman, Esq.

Bank of America Corporation

NC1-027-20-05

214 North Tryon Street, 20th Floor

Charlotte, North Carolina 28255

Email: william.stillerman@bankofamerica.com


 


Following Securitization of Note A-1,
the applicable notice addresses set forth in the related Securitization Servicing Agreement.


 


2.        Initial Note A-2 Holder:


 


Citigroup Global Markets Realty
Corp.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice

Email: paul.t.vanderslice@citi.com


 


with a copy to:



Citigroup Global Markets Realty Corp.

390 Greenwich Street, 7th Floor

New York, New York 10013

Attention: Richard Simpson

Email: richard.simpson@citi.com


 






     B-1


     


    




 


with a copy to:



Citigroup Global Markets Realty Corp.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Email: ryan.m.oconnor@citi.com


 


Following Securitization of Note A-2,
the applicable notice addresses set forth in the related Securitization Servicing Agreement.


 









     B-2


     


    




 


EXHIBIT C


 


PERMITTED FUND MANAGERS 


 


		1.	Alliance Bernstein






		2.	Annaly Capital Management






		3.	Apollo Real Estate Advisors






		4.	Archon Capital, L.P.






		5.	AREA Property Partners






		6.	Artemis Real Estate Partners






		7.	BlackRock, Inc.






		8.	Capital Trust, Inc.






		9.	Clarion Partners






		10.	Colony Capital, LLC / Colony Financial, Inc.






		11.	CreXus Investment Corporation/Annaly Capital Management






		12.	DLJ Real Estate Capital Partners






		13.	Dune Real Estate Partners






		14.	Eightfold Real Estate Capital, L.P.






		15.	Five Mile Capital Partners






		16.	Fortress Investment Group, LLC






		17.	Garrison Investment Group






		18.	Goldman, Sachs & Co.






		19.	H/2 Capital Partners LLC






		20.	Hudson Advisors






		21.	Investcorp International






		22.	iStar Financial Inc.






		23.	J.P. Morgan Investment Management Inc.






		24.	JER Partners






		25.	Lend-Lease Real Estate Investments






		26.	Libermax Capital LLC






		27.	LoanCore Capital






		28.	Lone Star Funds






		29.	Lowe Enterprises






		30.	Normandy Real Estate Partners






		31.	One William Street Capital Management, L.P.






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






		33.	Praedium Group






		34.	Raith Capital Partners, LLC






		35.	Rialto Capital Management, LLC






		36.	Rialto Capital Partners LLC






		37.	Rimrock Capital Management LLC






		38.	Rockpoint Group






		39.	Rockwood






		40.	RREEF Funds






		41.	Square Mile Capital Management






		42.	Starwood Capital Group/Starwood Financial Trust



 






     C-1


     


    

 


		43.	The Blackstone Group






		44.	The Carlyle Group






		45.	Torchlight Investors






		46.	Walton Street Capital, L.L.C.






		47.	Westbrook Partners






		48.	WestRiver Capital






		49.	Wheelock Street Capital






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



 






     C-2