Exhibit 4.22


 


EXECUTION VERSION





	 






 


 


AGREEMENT BETWEEN NOTE HOLDERS


 


Dated as of May 13, 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 Boulder, CO





	 


 



    


     

    

 


TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	Section 1.	Definitions	1
	Section 2.	Servicing of the Mortgage Loan	15
	Section 3.	Priority of Payments	26
	Section 4.	Workout	28
	Section 5.	Administration of the Mortgage Loan	28
	Section 6.	Rights of the Controlling Note Holder	32
	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	38
	Section 11.	Representations of the Note Holders	38
	Section 12.	No Creation of a Partnership or Exclusive Purchase Right	39
	Section 13.	Other Business Activities of the Note Holders	39
	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	43
	Section 17.	Submission To Jurisdiction; Waivers	43
	Section 18.	Modifications	44
	Section 19.	Statement of Intent	44
	Section 20.	Successors and Assigns; Third Party Beneficiaries	44
	Section 21.	Counterparts	44
	Section 22.	Captions	44
	Section 23.	Severability	45
	Section 24.	Entire Agreement	45
	Section 25.	Withholding Taxes	45
	Section 26.	Custody of Mortgage Loan Documents	46
	Section 27.	Cooperation in Securitization	46
	Section 28.	Notices	47
	Section 29.	Broker	48
	Section 30.	Certain Matters Affecting the Agent	48
	Section 31.	Reserved	48
	Section 32.	Resignation or Termination of Agent	48
	Section 33.	Resizing	49




 






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This AGREEMENT BETWEEN NOTE HOLDERS
(this “Agreement”), dated as of May 13, 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 13, 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 $9,225,000 (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 $9,225,000
(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, 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.


 


“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).


 






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“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).


 


“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.


 


“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.


 






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“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.


 


“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


 






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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.


 


“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.


 






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“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 the 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 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


 






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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.


 


“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


 






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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 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.


 






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“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.


 


“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 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.


 






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“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


 


(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


 






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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 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).


 






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“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 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.


 






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“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 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.


 






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“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 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


 






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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-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.


 






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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 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.


 






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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 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


 






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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:


 


(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


 






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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.


 


(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


 






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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 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.


 






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(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 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


 






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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 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


 






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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 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


 






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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 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


 






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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 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..


 






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(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.


 


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 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,


 






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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 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


 






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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 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


 






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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.


 


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


 






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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 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


 






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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 following a default on the Mortgage Loan shall be administered so that the interest of the pro rata
share of each Note Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent
from any action of the Mortgage Loan Borrower, or exercise or refrain from exercising any powers or rights which the Note Holders
may have under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the
Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury,
more than three (3) months after the startup day of the REMIC which includes the Notes (or any portion thereof), or would otherwise
violate any REMIC provisions applicable to a REMIC that


 






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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 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


 






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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.


 


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


 






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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 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


 






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longer subject to the provisions of the Lead
Securitization Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage Loan is being serviced)
solely with respect to the Mortgage Loan pursuant to and in accordance with the terms of the Lead Securitization Servicing
Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization
Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage Loan is being serviced). 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 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


 






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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 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


 






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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 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.


 






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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 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


 






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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 “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


 






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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 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;


 






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(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 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.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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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 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


 






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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, 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


 






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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 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


 






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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.


 


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;


 






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(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.


 


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


 






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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]


 






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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
Boulder Agreement Between Note Holders


 






    


     

    

 


EXHIBIT A


 


MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	PA-SC Boulder Project LLC
	Date of Mortgage Loan: 	May 13, 2016
	Date of Original Promissory Notes: 	May 13, 2016
	Original Principal Amount of Mortgage Loan:	$18,450,000
	Principal Amount of Mortgage Loan as of the date hereof:	$18,450,000
	Note A-1 Principal Balance:	$9,225,000
	Note A-2 Principal Balance:	$9,225,000
	Location of Mortgaged Property:	Boulder, Colorado
	Initial Maturity Date:	June 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



 






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		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