Exhibit 4.3


 


EXECUTION
VERSION


 


 


CO-LENDER AGREEMENT




 


Dated as of November 17, 2015



by and among




 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-1 Holder)


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-2 Holder)


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-3 Holder)


 


GERMAN AMERICAN CAPITAL CORPORATION

(Initial Note A-4 Holder)


 


and


 


GERMAN AMERICAN CAPITAL CORPORATION

(Initial Note A-5 Holder)


 


32 Avenue of the Americas


 






     


     


    




 


TABLE OF CONTENTS


  




	 	Page
	 	 
	Section 1            Definitions	2
	Section 2            Servicing of the Mortgage Loan	18
	Section 3            Priority of Payments	24
	Section 4            Workout	25
	Section 5            Administration of the Mortgage Loan	26
	Section 6            Rights of the Controlling Note Holder	30
	Section 7            Appointment of Special Servicer	33
	Section 8            Payment Procedure	34
	Section 9            Limitation on Liability of the Note Holders	35
	Section 10          Bankruptcy	35
	Section 11          Representations of the Note Holders	36
	Section 12          No Creation of a Partnership or Exclusive Purchase Right	36
	Section 13          Other Business Activities of the Note Holders	36
	Section 14          Sale of the Notes	37
	Section 15          Registration of the Notes and Each Note Holder	40
	Section 16          Governing Law; Waiver of Jury Trial	40
	Section 17          Submission To Jurisdiction; Waivers	40
	Section 18          Modifications	41
	Section 19          Successors and Assigns; Third Party Beneficiaries	41
	Section 20          Counterparts	41
	Section 21          Captions	42
	Section 22          Severability	42
	Section 23          Entire Agreement	42
	Section 24          Withholding Taxes	42
	Section 25          Custody of Mortgage Loan Documents	43
	Section 26          Cooperation in Securitization	43
	Section 27          Notices	45
	Section 28          Broker	45
	Section 29          Certain Matters Affecting the Agent	45
	Section 30          Resignation of Agent	45
	Section 31          Resizing	46





 






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THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of November 17, 2015 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM”
and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial
Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), JPMORGAN CHASE
BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of the Note
A-2, the “Initial Note A-2 Holder”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors
and assigns in interest, in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder”), GERMAN
AMERICAN CAPITAL CORPORATION (“GACC” and together with its successors and assigns in interest, in its capacity
as initial owner of the Note A-4, the “Initial Note A-4 Holder”) and GERMAN AMERICAN CAPITAL CORPORATION (together
with its successors and assigns in interest, in its capacity as initial owner of the Note A-5, the “Initial Note A-5 Holder”
and, collectively with the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder, the “Initial
Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), JPM and GACC co-originated a certain loan described on the schedule attached hereto
as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to the mortgage loan borrower
described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced, inter alia,
by five promissory notes (as amended, modified or supplemented, the “Notes”) (i) one promissory note in the
original principal amount of $125,000,000 (“Note A-1”) made by the Mortgage Loan Borrower in favor of the Initial
Note A-1 Holder (“Initial Note A-1”), (ii) one promissory note in the original principal amount of
$100,000,000 (“Note A-2”), made by the Mortgage Loan Borrower in favor of the Initial Note A-2 Holder (“Initial Note
A-2”), (iii) one promissory note in the original principal amount of $72,500,000 (“Note A-3”), made
by the Mortgage Loan Borrower in favor of the Initial Note A-3 Holder (“Initial Note A-3”), (iv) one promissory
note in the original principal amount of $70,000,000 (“Note A-4”), made by the Mortgage Loan Borrower in favor
of the Initial Note A-4 Holder (“Initial Note A-4”) and (v) one promissory note in the original principal
amount of $57,500,000 (“Note A-5”), made by the Mortgage Loan Borrower in favor of the Initial Note A-5 Holder
(“Initial Note A-5”); and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”)
on certain real property located as described in the Loan Agreement (collectively, the “Mortgaged Property”);
and


 


WHEREAS, the Initial
Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder, the Initial Note A-4 Holder and the Initial Note A-5
Holder desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold
Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5, respectively;


 


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.


 


“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 in the State of New York, which office at the date of this Agreement is located at
383 Madison Avenue, New York, New York 10179, Attention: Joseph E. Geoghan, 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 Noteholders.


 


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


 


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


 


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


 


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


 


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


 






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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 (“Controlled”
and “Controls” have meanings correlative thereto.)


 


“Controlling
Note Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 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 such other class(es) otherwise 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; provided that if at any time 50% or more of Note A-1 (or class of securities issued
in the Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights
to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the
Mortgage Loan Borrower, Note A-1 (or the class of securities issued in the Lead Securitization designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”)
shall not be entitled to exercise any rights of the Controlling Note Holder.


 


“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 (i) with respect to the Note A-1 Securitization, J.P. Morgan Chase Commercial Mortgage Securities Corp., (ii) with respect
to the Note A-2 Securitization, the depositor under the Note A-2 PSA, (iii) with respect to the Note A-3 Securitization, the depositor
under the Note A-3 PSA, (iv) with respect to the Note A-4 Securitization, Deutsche Mortgage & Asset Receiving Corporation and
(v) with respect to the Note A-5 Securitization, the depositor under the Note A-5 PSA.


 


“Directing Certificateholder”
shall have the meaning assigned to such term in 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.


 


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


 






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


 


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


 


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


 


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


 


“Initial Note
A-4 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-5 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


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


 


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


 


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


 


“Interested
Person” shall mean the Depositor, any Non-Lead Depositor, the Master Servicer, any Non-Lead Master Servicer, the Special
Servicer, any Non-Lead Special Servicer, the Trustee, any Non-Lead Trustee, any Mortgage Loan Borrower, any manager of any Mortgaged
Property, any independent contractor engaged by any of the foregoing parties, the Controlling Note Holder, the Controlling Note
Holder Representative, any Non-Controlling Note


 






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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.


 


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


 


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


 


“Lead Securitization”
shall mean (a) during the period from and after the Note A-4 Securitization Date and prior to the Note A-1 Securitization Date,
the Note A-4 Securitization, and (b) on and after the Note A-1 Securitization Date, the Note A-1 Securitization.


 


“Lead Securitization
Note” shall mean (a) during the period from and after the Note A-4 Securitization Date and prior to the Note A-1 Securitization
Date, Note A-4, and (b) on and after the Note A-4 Securitization Date, Note A-1.


 


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


 


“Lead Securitization
Servicing Agreement” shall mean (i) during the period from and after the Note A-4 Securitization Date and prior to the
Note A-1 Securitization Date, the Note A-4 PSA, (ii) on and after the Note A-1 Securitization Date, the Note A-1 PSA, and (iii)
on and after the date on which the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement,
the “Lead Securitization Servicing Agreement” shall be determined in accordance with the second paragraph of
Section 2(a).


 


“Lead Securitization
Directing Certificateholder” shall mean the “Directing Certificateholder” or similar term as defined
in the Lead Securitization Servicing Agreement.


 


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


 


“Major Decisions”
shall have the meaning given to such term or one or more analogous terms in the Lead Securitization Servicing Agreement; provided
that at any time none of the Notes are included in a Securitization “Major Decision” shall mean:


 


(i)           any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property)
of the ownership of the property or properties securing the Mortgage Loan if it comes into and continues in default;


 


(ii)          any modification, consent to a modification or waiver of any monetary term (other than late fees and default interest)
or material non-monetary


 






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term
(including, without limitation, the timing of payments and acceptance of discounted payoffs) of the Mortgage Loan or any extension
of the maturity date of the Mortgage Loan;


 


(iii)        following a default or an event of default with respect to the Mortgage Loan, any exercise of remedies, including the acceleration
of the Mortgage Loan or initiation of any proceedings, judicial or otherwise, under the related Mortgage Loan Documents;


 


(iv)        any sale of the Mortgage Loan (when it is a Defaulted Mortgage Loan) or REO Property for less than the applicable Purchase
Price (as defined in the Lead Securitization Servicing Agreement);


 


(v)          any determination to bring the Mortgaged Property or an REO Property into compliance with applicable environmental laws
or to otherwise address any Hazardous Materials (as defined in the Lead Securitization Servicing Agreement) located at the Mortgaged
Property or an REO Property;


 


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


 


(vii)       any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan
or any consent to such a waiver or consent to a transfer of the Mortgaged Property or interests in the borrower;


 


(viii)      any incurrence of additional debt by a borrower or any mezzanine financing by any beneficial owner of a borrower (to the
extent that the lender has consent rights pursuant to the related Mortgage Loan Documents);


 


(ix)        any material modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement
with any mezzanine lender or subordinate debt holder related to the Mortgage Loan, or any action to enforce rights (or decision
not to enforce rights) with respect thereto, or any material modification, waiver or amendment thereof;


 


(x)          any property management company changes, including, without limitation, approval of the termination of a manager and appointment
of a new property manager or franchise changes (in each case, if the lender is required to consent or approve such changes under
the Mortgage Loan Documents);


 


(xi)         releases of any material amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as performance
escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan Documents and for which
there is no lender discretion;


 






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(xii)        any acceptance of an assumption agreement releasing a borrower, guarantor or other obligor from liability under the Mortgage
Loan other than pursuant to the specific terms of such Mortgage Loan and for which there is no lender discretion;


 


(xiii)       any determination of an Acceptable Insurance Default;


 


(xiv)       any determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer under the circumstances
described in paragraph (c) of the definition of “Specially Serviced Mortgage Loan” (as defined in the Lead Securitization
Servicing Agreement); or


 


(xv)        any approval of a Major Lease (as defined in the Mortgage Loan Documents) to the extent lender’s approval is required
by the Mortgage Loan Documents.


 


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


 


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


 


“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 October 5, 2015, between 32 Sixth Avenue Company LLC and JPM and
GACC, collectively, as Lender, as the same may be further amended, restated, supplemented or otherwise modified from time to time,
subject to the terms hereof.


 


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


 


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


 


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


 






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“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 31.


 


“Non-Controlling
Note Holder” shall mean any of the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder;
provided that at any time such holder’s Note is included in a Securitization, references to such “Non-Controlling
Note Holder” herein shall mean the “Directing Certificateholder” or any other party assigned the rights to exercise
the rights of the “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related 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; provided that if at any time 50% or more of Note A-1 is held by the Mortgage Loan
Borrower or an Affiliate of the Mortgage Loan Borrower, Note A-1 shall not be entitled to exercise any rights of the Controlling
Note Holder and the Note A-2 Holder shall be the Controlling Note Holder unless 50% or more of Note A-2 is held by the Mortgage
Loan Borrower or an Affiliate of the Mortgage Loan Borrower; provided, further that if at any time 50% or more of
each of Note A-1 and Note A-2 is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, neither Note
A-1 nor Note A-2 shall be entitled to exercise any rights of the Controlling Note Holder and the Note A-3 Holder shall be the Controlling
Note Holder unless 50% or more of Note A-3 is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower;
provided, further that if at any time 50% or more of each of Note A-1, Note A-2 and Note A-3 is held by the Mortgage
Loan Borrower or an Affiliate of the Mortgage Loan Borrower, none of Note A-1, Note A-2 and Note A-3 shall be entitled to exercise
any rights of the Controlling Note Holder and the Note A-4 Holder shall be the Controlling Note Holder unless 50% or more of Note
A-4 is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower; and provided, further that
if at any time 50% or more of each of Note A-1, Note A-2, Note A-3 and Note A-4 is held by the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower, none of Note A-1, Note A-2, Note A-3 and Note A-4 shall be entitled to exercise any rights of the
Controlling Note Holder and the Note A-5 Holder shall be the Controlling Note Holder unless 50% or more of Note A-5 is held by
the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower. If 50% or more of each of Note A-1, Note A-2, Note A-3,
Note A-4 and Note A-5 is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled
to exercise the rights of the Controlling Note Holder. 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 in respect of any Note that is
exercising the rights of the “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement,
and (x) to the extent that the related Securitization Servicing Agreement assigns such rights to more than one party or (y) to
the extent any Note is split into two or more New Notes pursuant to Section 31, for purposes of this Agreement, the applicable
Securitization Servicing Agreement or the holders of such New Notes shall designate one party to deal with the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation
to the Lead Securitization Note Holder (and the


 






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Master
Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such designation and notice,
the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to
treat the last party as to which it has received written notice as having been designated as the applicable Non-Controlling Note
Holder, as the applicable Non-Controlling Note Holder under this Agreement.


 


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


 


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


 


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


 


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


 


“Non-Lead Securitization
Note” shall mean (a) during the period from and after the Note A-4 Securitization Date and prior to the Note A-1 Securitization
Date, any of Note A-1, Note A-2, Note A-3 and Note A-5 and (b) on and after the Note A-1 Securitization Date, any of Note A-2,
Note A-3, Note A-4 and Note A-5.


 


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


 


“Non-Lead Securitization
Servicing Agreement” shall mean after the Note A-1 Securitization Date, any of the Note A-2 PSA, the Note A-3 PSA, the
Note A-4 PSA and the Note A-5 PSA.


 


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


 


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


 


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


 


“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.


 






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


 


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


 


“Note A-1 PSA”
shall mean the Pooling and Servicing Agreement dated as of November 1, 2015, among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Senior Trust Advisor.


 


“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-1 Special
Servicer” shall mean the special servicer under the Note A-1 PSA.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Note A-3 PSA”
shall mean the “pooling and servicing agreement” entered into in connection with the Note A-3 Securitization.


 


“Note A-3 Securitization”
shall mean the first sale by the Note A-3 Holder of all or a portion of Note A-3 to a depositor who will in turn include such portion
of Note A-3 as part of the securitization of one or more mortgage loans.


 


“Note A-4”
shall have the meaning assigned to such term in the recitals.


 


“Note A-4 Holder”
shall mean the Initial Note A-4 Holder or any subsequent holder of Note A-4, as applicable.


 


“Note A-4 Master
Servicer” shall mean the master servicer under the Note A-4 PSA.


 


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


 


“Note A-4 PSA”
shall mean the Pooling and Servicing Agreement dated as of November 1, 2015, among Deutsche Mortgage & Asset Receiving Corporation,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services LLC, as Senior Trust Advisor.


 


“Note A-4 Securitization”
shall mean the first sale by the Note A-4 Holder of all or a portion of Note A-4 to a depositor who will in turn include such portion
of Note A-4 as part of the securitization of one or more mortgage loans.


 


“Note A-4 Securitization
Date” shall mean the closing date of the Note A-4 Securitization.


 


“Note A-4 Special
Servicer” shall mean the special servicer under the Note A-4 PSA.


 


“Note A-4 Trustee”
shall mean the trustee under the Note A-4 PSA.


 






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“Note A-4 Trust
Fund” shall mean the trust formed pursuant to the Note A-4 PSA.


 


“Note A-5”
shall have the meaning assigned to such term in the recitals.


 


“Note A-5 Holder”
shall mean the Initial Note A-5 Holder or any subsequent holder of Note A-5, as applicable.


 


“Note A-5 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-5 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-5 Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


“Note A-5 PSA”
shall mean the “pooling and servicing agreement” entered into in connection with the Note A-5 Securitization.


 


“Note A-5 Securitization”
shall mean the first sale by the Note A-5 Holder of all or a portion of Note A-5 to a depositor who will in turn include such portion
of Note A-5 as part of the securitization of one or more mortgage loans.


 


“Note Holder
Representative” shall mean a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative,
as applicable.


 


“Note Holders”
shall mean collectively, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder.


 


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


 


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


 


“Notes”
shall mean, collectively, Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5.


 


“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 securitized pursuant to such Securitization Servicing Agreement.


 


“Percentage
Interest” shall mean, (a) with respect to the Note A-1 Holder, a fraction, expressed as a percentage, the numerator of
which is the Note A-1 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2
Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance, (b) with
respect to the Note A-2 Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-2 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance, (c) with respect to the Note A-3 Holder, a fraction,
expressed as a percentage, the numerator of which is the Note A-3 Principal Balance and the denominator of which is the sum of
the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note 


 






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A-4 Principal Balance
and the Note A-5 Principal Balance, (d) with respect to the Note A-4 Holder, a fraction, expressed as a percentage, the numerator
of which is the Note A-4 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note
A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4
Principal Balance and the Note A-5 Principal Balance and (e) with respect to the Note A-5 Holder, a fraction, expressed as a percentage,
the numerator of which is the Note A-5 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance,
the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance.


 


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


 


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


 


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


 


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


 


(a)          an entity Controlled (as defined herein) by, under common Control with or that Controls either 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


 






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(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 that Securitization (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 acceptable to the Rating Agencies rating each Securitization (such entity,
an “Approved Servicer”) and such Approved Servicer is required to service and administer such Note or any interest
therein in accordance with servicing arrangements for the assets held by the Securitization Vehicle which require that such Approved
Servicer act in accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person;
or (3) in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening
Trust Vehicle that is not administered and managed by a CDO Asset Manager which is a Qualified Institutional Lender, are each
a Qualified Institutional Lender under clauses (i), (ii), (iv) or (v) of this definition, or


 


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


 


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


 


in the case of any entity referred to in
clause (c)(i), (ii), (iv)(B) or (v) of this definition, (x) such entity has at least $200,000,000 in capital/statutory
surplus or shareholders’ equity (except with


 






    	14



    	 



    

 


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


 


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


 


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


 


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


 


“Rating Agency
Confirmation” shall mean prior to a Securitization with respect to any matter, confirmation in writing (which may be
in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not,
in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of certificates
(if then rated by the Rating Agency); provided that a written waiver or other acknowledgment from the Rating Agency indicating
its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement
for the Rating Agency Confirmation from each Rating Agency with respect to such matter and after a Securitization, the meaning
given thereto or any analogous term in the Lead Securitization Servicing Agreement or Non-Lead Securitization Servicing Agreement,
as applicable, including any deemed Rating Agency Confirmation.


 


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


 






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


 


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


 


“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, either (a) the applicable replacement has
a special servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by
Morningstar, is currently acting as a special servicer on a deal or transaction-level basis for all or a significant portion of
the related mortgage loans in other CMBS transactions rated by any of S&P, Moody’s, Morningstar, Fitch, DBRS or KBRA
and the trustee does not have actual knowledge that Morningstar has, and the replacement special servicer certifies that Morningstar
has not, with respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating or ratings on one or more
classes of such CMBS transaction citing servicing concerns of the applicable replacement as the sole or material factor in such
rating action, (v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the sole or material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination,
and (vi) in the case of DBRS, such special servicer is currently acting as special servicer for one or more loans included in a
commercial mortgage loan securitization that is rated by DBRS, and DBRS has not downgraded or withdrawn the then-current rating
on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation
of such special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement
on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by
such special servicer prior to the time of determination.


 


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


 


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


 


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


 






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“Securitization”
shall mean the Note A-1 Securitization, the Note A-2 Securitization, the Note A-3 Securitization, the Note A-4 Securitization or
the Note A-5 Securitization, as applicable.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Servicing Fee
Rate” shall have the meaning given thereto in the Lead Securitization Servicing Agreement (or other analogous term under
the Lead Securitization Servicing Agreement).


 


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


 


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


 


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


 






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


 


Section 2.          Servicing
of the Mortgage Loan.


 


(a)          Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced as follows:
(i) from and after the Note A-4 Securitization Date, but prior to the Note A-1 Securitization Date, by the Note A-4 Master Servicer
and the Note A-4 Special Servicer pursuant to the terms of this Agreement and the Note A-4 PSA; and (ii) from and after the Note
A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement
and the Note A-1 PSA; 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 26, 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, Trust Advisor, Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement by the Depositor
and the appointment of the 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). In no event shall the Lead Securitization
Servicing Agreement require the Servicer to enforce the rights of any Note Holder or limit the Servicer in enforcing the rights
of one Note Holder against any other Note Holder; however, this statement shall not 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 to service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents,
the Lead Securitization Servicing Agreement and applicable law, shall provide information to each Servicer under the Non-Lead
Securitization Servicing Agreement to enable each such Servicer to perform its


 






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servicing duties under any
Non-Lead Securitization Servicing Agreement and shall not take any action or refrain from taking any action or follow any direction
inconsistent with the foregoing.


At any time that the
Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to
cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant
to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all
references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement;
provided, that if a Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation shall have been
obtained from each Rating Agency; 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 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.


(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 Certificate Account (or
equivalent account) (as defined in the Lead Securitization Servicing Agreement) and/or the related Companion Distribution
Account (or equivalent 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 Nonrecoverable
Servicing Advances, if such funds on deposit in the Certificate Account or Companion Distribution Account are insufficient,
from general collections of the Lead Securitization as provided in the Lead Securitization Servicing Agreement and from
general collections of any Non-Lead Securitization as provided below. The Master Servicer, the Special Servicer and the
Trustee, as applicable, will be entitled to reimbursement for advance interest on a Servicing Advance or a
Nonrecoverable Servicing Advance, in the manner and from the sources provided in the Lead Securitization Servicing Agreement,
including from general collections of the Lead Securitization and, in the case of Servicing Advances, from general
collections of any Non-Lead Securitization as provided below. 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 Nonrecoverable Servicing Advance or any advance interest on a Servicing Advance or a
Nonrecoverable Servicing Advance, each 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 Nonrecoverable Servicing Advance or advance
interest.






    	19



    	 



    

In addition, each
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 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 Trust Advisor or the Depositor, as applicable, is entitled to be reimbursed pursuant to the Lead Securitization
Servicing Agreement and any costs, fees and expenses related to obtaining any Rating Agency Confirmation, to the extent amounts
on deposit in the Certificate Account or Companion Distribution Account that are allocated to the related Non-Lead Securitization
Note are insufficient for reimbursement of such amounts and to the extent that funds from general collections in the Lead Securitization
are applied towards the Lead Securitization Note Holder’s pro rata share of the insufficiency. Each Non-Lead Securitization
Note Holder shall 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 under the Lead Securitization Servicing Agreement, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Trust 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 the servicing
and administration of the Mortgage Loan and the Mortgaged Property (or, with respect to the Trust 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 Certificate Account or Companion Distribution Account that are allocated to the related Non-Lead Securitization Note are insufficient
for reimbursement of such amounts, the Non-Lead Securitization Note Holder shall be required to, promptly following notice from
the Master Servicer reimburse each of the applicable Indemnified Parties for its pro rata share of the insufficiency, provided,
that such Non-Lead Securitization Noteholder’s duty to pay Indemnified Items to the Trust 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 related Non-Lead Securitization Servicing Agreement.


Any 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 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. Any Non-Lead Master Servicer, any Non-Lead Special Servicer and any Non-Lead Trustee under any 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






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Master
Servicer and the Trustee, as applicable, and any Non-Lead Master Servicer or Non-Lead Trustee, as applicable, shall be required
to notify the other of the amount of its P&I Advance within two business days of making such advance. If the Master Servicer,
the Special Servicer or the Trustee, as applicable (with respect to the Lead Securitization Note) or a Non-Lead Master Servicer,
Non-Lead Special Servicer or Non-Lead Trustee, as applicable (with respect to a 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 a Non-Lead
Master Servicer, a Non-Lead Special Servicer or a 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, of such other Securitization within two business
days of making such determination. Each of the Master Servicer, the Trustee, the related Non-Lead Master Servicer and the related
Non-Lead Trustee, as applicable, will only be entitled to reimbursement for a P&I Advance and advance interest thereon that
becomes non-recoverable first from the Certificate Account or Companion Distribution Account from amounts allocable to
the Note for which such P&I Advance was made, and then, if funds are insufficient, (i) in the case of the Lead Securitization
Note, from general collections of the Lead Securitization Trust, pursuant to the terms of the Lead Securitization Servicing Agreement
and (ii) in the case of a 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)        (x) Initial
Note A-4 Holder shall cause the Note A-4 PSA to contain provisions to the effect that when the Note A-4 PSA becomes a Non-Lead
Securitization Servicing Agreement and (y) Initial Note A-2 Holder, Initial Note A-3 Holder and Initial Note A-5 Holder shall cause
the Note A-2 PSA, Note A-3 PSA and Note A-5 PSA, respectively, to contain provisions to the effect that:


 


(i)            such
Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Nonrecoverable Servicing Advances
(and advance interest thereon) and any additional trust fund expenses, but only to the extent that they relate to servicing and
administration of the Notes, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees
relating to the Notes, and that in the event that the funds received with respect to each respective Note are insufficient to
cover such Servicing Advances or additional trust fund expenses, (i) 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 Lead Securitization Trust, as applicable, out of general funds 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 Nonrecoverable Servicing Advances (together with advance
interest thereon) and/or additional trust fund expenses (including compensation


 






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due
to the Master Servicer and the Special Servicer to the extent related to the servicing and administration of the Mortgage Loan
and the Mortgaged Property) and (ii) if the Lead Securitization Servicing Agreement permits the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee to reimburse itself from the Lead Securitization Trust’s general collections,
then the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, may do so, and the
related Non-Lead Master Servicer will be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization
Trust out of general funds 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 Nonrecoverable Servicing Advances
(together with advance interest thereon) and/or additional trust fund expenses (including compensation due to the Master Servicer
and the Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property);


 


(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 the 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 Certificate Account or Companion Distribution Account that are allocated to the related
Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the related Non-Lead Master Servicer will be
required to reimburse each of the applicable Indemnified Parties for its pro rata share of the insufficiency out of
general funds in the collection account (or equivalent account) established under such Non-Lead Securitization Servicing
Agreement provided, that the Non-Lead Securitization Servicing Agreement may include limitations and conditions on the
payment or reimbursement of Indemnified Items to the Trust 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);


 


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


 


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


 


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






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(d)          Following the
Securitization of one Note but prior to the Securitization of any other particular Note (including any New Note), all notices,
reports, information or other deliverables required to be delivered to a Note Holder pursuant to this 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 or with respect to a Note that
has not been securitized, the related Note Holder) 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.


(e)          In addition
to the foregoing, the Note A-1 PSA shall contain terms and conditions that are customary for securitization transactions involving
assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of the Note A-1
Trust Fund, (ii) required by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the
Note A-1 Securitization. The Note A-1 Holder shall have the right to designate the Note A-1 Master Servicer and Note A-1 Special
Servicer as long as each such party satisfies the conditions for such Servicer set forth in the Note A-4 PSA. Prior to the Note
A-1 Securitization Date, the Note A-1 Holder shall also have the right to designate the Note A-4 Special Servicer for the Mortgage
Loan. Without limiting the generality of any provision set forth above, for purposes of the Mortgage Loan, the Note A-1 PSA shall
contain (a) provisions requiring the Note A-1 Master Servicer and the Note A-1 Special Servicer to maintain, or subjecting them
to possible termination for not maintaining, compliance with customary servicer rating criteria (but the rating agencies need not
be the same) and (b) provisions substantially the same as, in all material respects, those set forth in Note A-4 PSA with respect
to (i) periodic reporting and periodic delivery of service provider compliance documents under Regulation AB (and, in any event,
the Note A-1 PSA shall require such reporting and delivery so long as any Securitization is required to file periodic reports under
the Securities Exchange Act of 1934, as amended), (ii) servicing transfer events that would result in the transfer of the Mortgage
Loan to special servicing status, (iii) the authority of the servicers in the Note A-1 Securitization to grant or agree or consent
to material modifications, waivers and amendments to the Mortgage Loan, or to approve material assignments and assumptions or material
additional indebtedness in connection with the Mortgage Loan, (iv) the potential termination of the master servicer and special
servicer following a Servicer Termination Event, (v) requirements to obtain an appraisal or appraisal update following a transfer
of the Mortgage Loan to special servicing status and periodic updates thereof, (vi) duties of the special servicer in respect of
foreclosure and the management of REO property, (vii) special servicing, workout and






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liquidation
fees (and, in any event, the fees at which such compensation accrue or are determined shall not exceed 0.25%, 1.00% and 1.00%,
respectively), (viii) control, consultation and other rights of the directing certificateholder and senior trust advisor and any
other material servicing and administrative provisions and (ix) indemnification of the Depositor under the Note A-4 PSA, the Note
A-4 Master Servicer, the Note A-4 Special Servicer, the certificate administrator under the Note A-4 PSA, the Note A-4 Trustee
and the trust advisor under the Note A-4 PSA (and any director, officer, employee or agent of any of the foregoing, to the extent
such parties are identified as indemnified parties in the Note A-4 PSA in respect of other mortgage loans), for the pro rata
share allocable to Note A-1, 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 trust advisor under the Note A-4 PSA, incurred in connection with the provision of services for the Mortgage
Loan) to the extent that the Note A-4 PSA indemnifies the Indemnified Parties against the Indemnified Items for the time period
during which the Note A-4 PSA acts as the Lead Securitization Servicing Agreement; provided, that (A) this statement shall
not be construed to prohibit differences in timing, control or consultation triggers or threshholds, terminology, allocation of
ministerial duties between multiple servicers or other servicer providers or certificateholder or investor voting or consent threshholds,
or to prohibit or restrict additional approval, consent, consultation, notice or rating agency confirmation requirements; and
(B) if there is any conflict between this sentence and any other provision of this Agreement, such other provision of this Agreement
shall control.


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


(g)          The Note A-1 Holder shall give each of the parties to the Note A-2 PSA, Note A-3 PSA, Note A-4 PSA and Note A-5 PSA (that
will not also be a party to the Note A-1 PSA) notice of the Note A-1 Securitization in writing
(which may be by e-mail) not less than 5 business days’ prior to the Note A-1 Securitization Date. Such notice shall
contain contact information for each of the parties to the Note A-1 PSA. In addition, after the Note A-1 Securitization Date,
the Note A-1 Holder shall send a copy of the Note A-1 PSA to each of the parties to the Note A-2 PSA, Note A-3 PSA, Note A-4
PSA and Note A-5 PSA.


(h)           The Lead Securitization
Servicing Agreement shall provide that compensating interest payments as defined therein with respect to Note A-1, Note A-2, Note
A-3, Note A-4 and Note A-5 will be allocated by the Master Servicer among Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5,
pro rata, in accordance with their respective principal amounts. The Master Servicer shall remit any compensating interest
payment in respect of a Non-Lead Securitization Note to the related Non-Lead Securitization Note Holder.


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






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Property
or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds,
proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, 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), but excluding
(x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with
the terms of the Mortgage Loan Documents) to be held as reserves or escrows 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 and (y) all amounts that are then due, payable or reimbursable (except
for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note A-1, Note A-2, Note A-3, Note
A-4 or Note A-5 which may only be reimbursed out of payments and collections allocable to Note A-1, Note A-2, Note A-3, Note A-4
or Note A-5, as applicable, and (ii) any Servicing Fees due to the Master Servicer in excess of the related Non-Lead Securitization
Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable to the
Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer, with respect to the Mortgage Loan
pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating
to the Mortgage Loan (but subject to 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) and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied
by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis.


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






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


Section 5.     Administration of the Mortgage Loan.


(a)            Subject to this Agreement (including but not limited to Section 5(c)) and the Lead Securitization Servicing Agreement
and subject to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder)
shall have the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect
to, the Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan
Documents or consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents,
call or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and the Non-Lead
Securitization Note Holders shall have no voting, consent or other rights whatsoever except as explicitly set forth herein with
respect to the Lead Securitization Note Holder’s administration of, or exercise of its rights and remedies with respect to,
the Mortgage Loan. Subject to this Agreement and the Lead Securitization Servicing Agreement, the Non-Lead Securitization Note
Holders shall have no right to, and each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-5 Holder
hereby presently and irrevocably assigns and conveys to the Note A-4 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 prior to the Note
A-1 Securitization Date to, and each of the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder hereby
presently and irrevocably assigns and conveys to the Note A-1 Holder (or the Master Servicer, the Special Servicer or the Trustee
acting on behalf of the Lead Securitization Note Holder from and after the Note A-1 Securitization Date) the rights, if any, that
such Note Holder has from and after the Note A-1 Securitization Date to, (i) call or cause the Lead Securitization Note Holder
to call an Event of Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the
Mortgage Loan Borrower, including, without limitation, filing or causing the Lead Securitization Note Holder to file any bankruptcy
petition against the Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer
or the Trustee acting on behalf of the Lead Securitization Note Holder) shall not have any fiduciary duty to the Non-Lead Securitization
Note Holders in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization
Note Holder from the obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing
Standard (in the case of the Master Servicer or the Special Servicer) or any liability for failure to do so).






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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 Mortgage 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 Certificate Administrator or Special Servicer, as applicable, in accordance with the terms of the Lead Securitization
Servicing Agreement in writing and be accompanied by a refundable deposit of cash in an amount equal to 5% of the offer amount
(subject to a cap of $2,500,000). Whether any cash offer constitutes a fair price for the Mortgage Loan shall be determined by
the Trustee or Special Servicer, as applicable, in accordance with the terms of the Lead Securitization Servicing Agreement; 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 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 shall instruct the Appraiser to
take into account (in addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to the Lead
Securitization Servicing Agreement), as applicable, among other factors, the period and amount of any delinquency on the affected
Mortgage Loan, the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.
The Trustee may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
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 behalf of the Lead Securitization Note Holder) shall not
be permitted to sell the Mortgage Loan without the written consent of each Non-Lead Securitization Note Holder (unless 50% or more
of Note A-2, Note A-3, Note A-4 or Note A-5, as applicable, (or the class of securities issued in the related Non-Lead Securitization
designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights
of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower)
unless the Special Servicer has delivered to such Non-Lead Securitization Note Holder: (a) at least 15 Business Days’ prior
written notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10 days prior to the proposed sale date, a copy
of each bid package (together with any amendments to such bid packages) received by the Special Servicer in connection with any
such proposed sale, (c) at least 10 days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage
Loan, and any documents in the Servicing File reasonably requested by such Non-Lead Securitization Note Holder that are material
to the price of the Mortgage Loan and (d) until the sale is completed, and a reasonable period of time (but no less time than is
afforded to the other offerors and the related Directing Certificateholder (or other similar term)) 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; provided that any majority holder of
a Non-Lead Securitization Note or






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the
related Directing Certificateholder may waive any of the delivery or timing requirements set forth in this sentence. Subject to
the foregoing, each of the Controlling Note Holder, the Controlling Note Holder Representative, the Non-Controlling Note Holders
and the Non-Controlling Note Holder Representatives shall be permitted to bid at any sale of the Mortgage Loan unless such Person
is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


Each 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 its original Note, endorsed in blank, to or at
the direction of the Lead Securitization Note Holder in connection with the consummation of any such sale.


The authority of the
Lead Securitization Note Holder to sell the Non-Lead Securitization Note, and the obligations of any other Note Holder to execute
and deliver instruments or deliver the related Note upon request of the Lead Securitization Note Holder, shall terminate and cease
to be of any further force or effect upon the date, if any, upon which the Lead Securitization Note is repurchased by the holder
of such Lead Securitization Note that sold such Lead Securitization Note into such Securitization from the trust fund established
under the Lead Securitization Servicing Agreement in connection with a material breach of representation or warranty made by such
Person with respect to the Lead Securitization Note or material document defect with respect to the documents delivered by such
Person with respect to the Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence shall
not be construed to grant to the Non-Lead Securitization Note Holders 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
Mortgage 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






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hereunder
may be exercised by the Master Servicer, the Special Servicer, the Certificate Administrator and/or the Trustee on behalf of the
Lead Securitization Note Holder. The Lead Securitization Servicing Agreement shall not be amended in any manner that may adversely
affect any Non-Lead Securitization Note Holder in its capacity as Non-Lead Securitization Note Holder without the Non-Lead Securitization
Note Holder’s prior written consent. Each Non-Lead Securitization Note Holder (unless it is the same Person as or 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 Certificateholder pursuant to the Lead Securitization Servicing Agreement with respect to any
Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan,
to each Non-Lead Securitization Note Holder (or its related Note Holder Representative), within the same time frame it is required
to provide to the Lead Securitization Directing Certificateholder (for this purpose, without regard to whether such items are actually
required to be provided to the Lead Securitization Directing Certificateholder 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 related Non-Controlling Note Holder Representative) on a strictly non-binding basis, to the extent that having
received such notices, information and reports, a 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 a Non-Controlling Note Holder
(or its Non-Controlling Note Holder Representative); provided that after the expiration of a period of ten (10) Business
Days from the delivery to a Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) by the Lead Securitization
Note Holder (or the Master Servicer or 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 Certificateholder,
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 the 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 any Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately preceding
sentence, the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf) may take 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






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


Anything herein or
in the Lead Securitization Servicing Agreement to the contrary notwithstanding, in the event that one of the Notes is included
in a REMIC and any of the others are not, such other Note Holder shall not be required to reimburse such Note Holder or any other
Person for payment of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to the administration of such REMIC
or to any determination respecting the amount, payment or avoidance of any tax under such REMIC or (iii) any advances for any of
the foregoing or any interest thereon or for deficits in other items of disbursement or income resulting from the use of funds
for payment of any such taxes, costs or expenses or advances, nor shall any disbursement or payment otherwise distributable to
the other Note 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






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shall
have the right in its sole discretion at any time and from time to time to remove and replace the Controlling Note Holder Representative
in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising its various rights under Section 5
and elsewhere in this Agreement, the Controlling Note Holder may, at its option, in each case, act through the Controlling Note
Holder Representative. The Controlling Note Holder Representative may be any Person (other than the Mortgage Loan Borrower, its
principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation, the Controlling Note Holder, any officer
or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other unrelated third party. No
such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling
Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under this Agreement may be taken by the
Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. 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 the 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 facsimile number for the delivery of notices and
other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including
their names, titles, work addresses and facsimile numbers). The Controlling Note Holder shall promptly deliver such information
to any Servicer. None of the Servicers, Trust Advisor and Trustee shall be required to recognize any person as a Controlling Note
Holder Representative until they receive such information from the Controlling Note Holder. The Controlling Note Holder agrees
to inform each such Servicer or Trustee of the then-current Controlling Note Holder Representative.


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






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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.


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 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 the Non-Controlling Note Holder and its Non-Controlling Note Holder Representative mutatis mutandis.


(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 “Directing Certificateholder” or similar party under, and as defined
in, the Lead Securitization Servicing Agreement with respect to the Mortgage Loan. In addition, the Controlling Note Holder shall
be entitled to advise (1) the Special Servicer with respect to all matters related to a “Specially Serviced Mortgage Loan”
(as defined in the Lead Securitization Servicing Agreement) and (2) the Special Servicer with respect to all matters for which
the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and, except as set forth below (i) the Master
Servicer shall not be permitted to implement any Major Decision unless it has obtained the prior written consent of the Special
Servicer and (ii) the Special Servicer shall not be permitted to consent to the Master Servicer’s implementing any Major
Decision nor will the Special Servicer itself be permitted to implement any Major Decision as to which the Controlling Note Holder
has objected in writing within ten (10) Business Days (or 30 days with respect to an Acceptable Insurance Default) after receipt
of the written recommendation and analysis and such additional information requested by the Controlling Note Holder as may be necessary
in the reasonable judgment of the Controlling Note Holder in order to make a judgment with respect to such Major Decision. The
Controlling Note Holder may also direct the Special Servicer to take, or to refrain from taking, such other actions with respect
to the Mortgage Loan as the Controlling Note Holder may deem advisable.


If the Controlling
Note Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision within ten (10)
Business Days (or 30 days with respect to an Acceptable Insurance Default) after delivery to the Controlling Note Holder by the
applicable Servicer of written notice of a proposed Major Decision (which notice shall contain a legend, in conspicuous boldface
type, substantially similar to the following: “THIS IS A REQUEST FOR ACTION APPROVAL. IF THE CONTROLLING NOTE HOLDER
FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED ACTION WITHIN TEN (10) BUSINESS DAYS, SUCH ACTION MAY BE DEEMED APPROVED”)
together with any information requested by the Controlling Note Holder as may be necessary in the reasonable judgment of the Controlling
Note Holder in order to make a judgment, then upon the expiration of such ten (10) Business Day (or 30 days with respect to an
Acceptable Insurance Default) period, such Major Decision shall be deemed to have been approved by the Controlling Note Holder.






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


No objection contemplated
by the preceding paragraphs may require or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision
of the Mortgage Loan Documents, applicable law, the 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 or materially
expand the scope of responsibilities of any of the Master Servicer or Special Servicer, as applicable.


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


Section 7.    Appointment of Special Servicer. The Controlling Note Holder (or its Controlling Note Holder Representative) shall have
the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to
the Mortgage Loan and appoint a replacement Special Servicer in lieu thereof. Any designation by the Controlling Note Holder (or
its Controlling Note Holder Representative) of a Person to serve as Special Servicer shall be made by delivering to each other
Note Holder, the Master Servicer, the then existing Special Servicer and other parties to the Lead Securitization Servicing Agreement
a written notice stating such designation and satisfying the other conditions to such replacement as set forth in the Lead Securitization
Servicing Agreement (including, without limitation, a Rating Agency Confirmation, 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.






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If
the Controlling Note Holder has not appointed a Special Servicer with respect to the Mortgage Loan as of the consummation of the
securitization under the Lead Securitization Servicing Agreement, then the initial Special Servicer designated in the Lead Securitization
Servicing Agreement shall serve as the initial Special Servicer but this shall not limit the right of the Controlling Note Holder
(or its Controlling Note Holder Representative) to designate a replacement Special Servicer for the Mortgage Loan as aforesaid.
If a Servicer Termination Event on the part of the Special Servicer has occurred that affects a Non-Controlling Note Holder, such
Non-Controlling Note Holder shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included
in a Securitization Trust, the Controlling Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing
Agreement solely with respect to the Mortgage Loan pursuant to and in accordance with the terms of the Lead Securitization Servicing
Agreement. 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. The 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
Certificate Account.


Section 8.     Payment Procedure.


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


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






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


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


Section 9.     Limitation on Liability of the Note Holders. Each Note Holder shall have no liability to the 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.


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


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






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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, each 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 the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance
with the Servicing Standard.


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


Section 12.   No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken pursuant
hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association, joint
venture or other entity. The Lead Securitization Note Holder shall have no obligation whatsoever to offer to any 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 a 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






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shall
be at such purchase price and interest rate as such Lead Securitization Note Holder chooses, in its sole and absolute discretion.
The Non-Lead Securitization Note Holders shall have no 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 the other Note Holder or its Affiliates
may make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or
any Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership interests in the Mortgage Loan
Borrower or any entity that is a holder of a preferred equity interest in the Mortgage Loan Borrower (each, a “Mortgage
Loan Borrower Related Party”), and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower
Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement
and the transactions contemplated hereby were not in effect.


Section 14.    Sale of the Notes.


(a)          
Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute,
encumber or otherwise dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other
similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”)
except to a Qualified Institutional Lender. Promptly after the Transfer, the non-transferring Note Holder shall be provided with
(x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional
Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires
the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy
of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective
Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (1) prior to
a Securitization, the consent of the related non-transferring Note Holder or (2) after a Securitization of such non-transferring
Note Holder’s Note, Rating Agency Confirmation. Notwithstanding the foregoing, without each non-transferring Note Holder’s
prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization
Trust, without Rating Agency Confirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest
in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely
null and void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it will pay the expenses
of each non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and
all expenses relating to the confirmation from the Rating Agencies in connection with any such Transfer. Notwithstanding the foregoing,
each Note Holder shall have the right, without the need to obtain the consent of the other Note Holders, the Rating Agencies or
any other Person, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in its Note. None of the provisions
of this Section 14(a) shall apply in the case of (1) a sale of Note A-2, Note A-3, Note A-4 and Note A-5 together with Note A-1,
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






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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.


For the purposes of
this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for
a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal
of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal
shall be deemed to eliminate, for such request only, the condition that such 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 such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage
in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant
to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or
otherwise engage in such prior request.


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


(c)          
Notwithstanding any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity
(other than the Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that
is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A”
(or the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in
this Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any person which
Controls such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge”
hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender may not take title to the pledged
Note without a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to the other Note Holders and any
Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee), each other Note Holder
agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default
by the pledging Note Holder in respect of its obligations under this Agreement of which default such Note Holder has actual knowledge;
(ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Note Holder in respect of
its obligations to the other Note Holders hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that
no amendment, modification, waiver or termination of this Agreement shall be effective against such Note Pledgee without the written
consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that






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such
other Note Holder shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously with the
giving of same to the pledging Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee such estoppel certificate(s)
as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory
to such other Note Holder; and (vi) that, upon written notice (a “Redirection Notice”) to the other Note
Holders and any Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure periods,
under the pledging Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the
pledging Note Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder), and
until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments
that any Note Holder or Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant to
this Agreement or the Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely
releases 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;


 


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


 


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


 






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(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 are as set forth on Exhibit
B 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 Holder is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of
this Agreement. Upon request of a Note Holder, the Agent shall provide such party with the names and addresses of the other Note
Holders as set forth in the Note Register. To the extent the Trustee or another party is appointed as Agent hereunder, each Note
Holder hereby designates such person as its agent under this Section 15 solely for purposes of maintaining the Note Register.


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


Section 16.    Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS
AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND OBLIGATIONS
OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND






    	40



    	 



    

 


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 receiving a Rating Agency Confirmation; provided that no such confirmation from the
Rating Agencies shall be required in connection with a modification (i) to cure any ambiguity, to correct or supplement any
provisions herein that may be defective or inconsistent with any other provisions herein or with the Lead Securitization Servicing
Agreement or, (ii) to make other provisions with respect to matters or questions arising under this Agreement, which shall not
be inconsistent with the provisions of this Agreement or (iii) if and to the extent that it would be deemed given or not required
pursuant to the definition of Rating Agency Confirmation in the Lead Securitization Servicing Agreement and/or the Non-Lead Securitization
Servicing Agreement, as applicable.






    	41



    	 



    

Section 19.     Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. Except as provided herein, including without limitation, with respect
to the Trustee, Certificate Administrator, Master Servicer, Special Servicer, Non-Lead Master Servicer, Non-Lead Special Servicer,
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.


Section 20.     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 21.     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 22.     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 23.     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 24.     Withholding Taxes. (a) If the Lead Securitization Note Holder or the Mortgage Loan Borrower shall be required by law to
deduct and withhold Taxes from interest, fees or other amounts payable to a 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, the Lead Securitization
Note Holder, in its capacity as servicer, shall be entitled to do so with respect to the applicable 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






    	42



    	 



    

 


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 preceding sentence by furnishing to the Lead Securitization
Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms,
as may be required from time to time, duly executed by such Note Holder, as evidence of such Note Holder’s exemption from
the withholding of United States tax with respect thereto. The Lead Securitization Note Holder shall not be obligated to make any
payment hereunder with respect to a Non-Lead Securitization Note or otherwise until the holder of such Note shall have furnished
to the Lead Securitization Note Holder requested forms, certificates, statements or documents.


Section 25.     Custody
of Mortgage Loan Documents. Prior to the Note A-4 Securitization Date, the originals of all of the Mortgage Loan Documents (other
than Note A-4 and Note A-5) will be held by the Initial Agent on behalf of the registered holders of the Notes. On and after the
Note A-4 Securitization Date but prior to the Note A-1 Securitization Date, the






    	43



    	 



    

 


originals
of all of the Mortgage Loan Documents (other than Note A-1, Note A-2, Note A-3 and Note A-5) shall be held in the name of the
trustee (and held by a duly appointed custodian therefor) under the Note A-4 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, Note
A-3, Note A-4 and Note A-5) will 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 26.      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 Lead Securitization
Note Holder, the Non-Lead Securitization Note Holders shall use reasonable efforts, at Lead Securitization Note Holder’s
expense, to satisfy, and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower
to satisfy, the market standards to which the Lead Securitization Note Holder customarily adheres or which may be reasonably required
in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to,
as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization
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 the Securitization; provided, however,
that either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Lead
Securitization Note Holders shall not 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, the Non-Lead Securitization Note Holders or
(ii) materially increase the Non-Lead Securitization Note Holders’ obligations or materially decrease the Non-Lead
Securitization Note Holders’ rights, remedies or protections. In connection with the Lead Securitization, each Non-Lead
Securitization Note Holder agrees to provide for inclusion in any disclosure document relating to the Lead Securitization such
information concerning the Non-Lead Securitization Note Holder and the Non-Lead Securitization Note as the Lead Securitization
Note Holder reasonably determines to be necessary or appropriate, and each Non-Lead Securitization Note Holder covenants and agrees
that it shall, at the Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency
and Lead Securitization Note Holder in connection with the Lead Securitization (including, without limitation, reasonably cooperating
with the Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the
Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities
law opinions) in connection with the Mortgage Loan and the Lead 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 the Non-Lead Securitization Note Holder and the Non-Lead Securitization Note in any Securitization document. Each
Note Holder acknowledges that the information provided by it to the Lead Securitization Note Holder may be incorporated into the
offering documents for the Lead Securitization. The Lead Securitization






    	44



    	 



    

 


Note
Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, any Note Holder. The
Lead Securitization Note Holder will reasonably cooperate with the Non-Lead Securitization Note Holder by providing all information
reasonably requested that is in the Lead Securitization Note Holder’s possession in connection with the Non-Lead Securitization
Note Holders’ preparation of disclosure materials in connection with a Securitization.


Upon request, the
Lead Securitization Note Holder shall deliver to the Non-Lead Securitization Note Holder drafts of the preliminary and final Lead
Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the Lead
Securitization Servicing Agreement and provide reasonable opportunity to review and comment on such documents.


Section 27.      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 28.      Broker. Each Note Holder represents to each other that no broker was responsible for bringing about this transaction.


Section 29.      Certain Matters Affecting the Agent.


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


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


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


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






    	45



    	 



    








 


(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 30.     Resignation
of Agent. 


 


(a)           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. JPM, 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 JPM 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
31.     Resizing. Notwithstanding any other provision of this
Agreement, for so long as JPM or GACC or an affiliate thereof is the owner of a Non-Lead Securitization Note (each, an
“Owned Note”), such Initial Note Holder shall have the right, subject to the terms of the Mortgage Loan
Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in either
case, “New Notes”) reallocating the principal of the related Owned Note to such New Notes; or severing the
related Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then
outstanding principal balance of the Owned Note provided that (i) the aggregate principal balance of all outstanding
New Notes following such amendments is no greater than the aggregate principal balance of the related Owned Note prior to
such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such
amendments, (iii) all Notes pay pro rata and on a pari passu basis and such reallocated or component notes
shall be automatically subject to the terms of this Agreement, (iv) the Initial Note Holder holding the New Notes shall
notify the Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the
Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes
does not violate the Servicing Standard. To the extent that the Owned Note is Note A-1, the Initial Note A-1 Holder shall be
entitled to designate one of the New Notes to be treated as Note A-1 for purposes of the determining the Controlling Note
Holder, Lead Securitization, Lead


 



    	46



    	 



    



 


Securitization Note, Note A-1 PSA, Note A-1 Securitization and Note A-1 Securitization Date
hereunder. If the Lead Securitization Note Holder so requests, the Initial Note Holder holding the New Notes (and any
subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New
Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization
Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the
consent of the holder of the other Note. In connection with the foregoing (provided the conditions set forth in (i) through
(v) above are satisfied, with respect to (i) through (iv), as certified by the Initial Note Holder, 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. If more than one New Note is created hereunder, for purposes of
exercising the rights of a Non-Controlling Note Holder hereunder, the “Non-Controlling Note Holder” of
such New Notes shall be as provided in the definition of such term in this Agreement. Rating Agency Confirmation shall not be
required for any amendments to this Agreement required to facilitate the terms of this Section 31. The Initial Note
Holder whose Owned Note or New Note is being reallocated or split pursuant to this Section 31 shall reimburse the
other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.


 


[SIGNATURE PAGE FOLLOWS]








 



    	47



    	 



    




 


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





	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as Initial Note A-1 Holder
	 	 	 
	 	By:	/s/ Jennifer Lewin
	 	 	Name: Jennifer Lewin
	 	 	Title: Vice President
	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as Initial Note A-2 Holder
	 	 	 
	 	By:	/s/ Jennifer Lewin 
	 	 	Name: Jennifer Lewin
	 	 	Title: Vice President
	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as Initial Note A-3 Holder
	 	 	 
	 	By:	/s/ Jennifer Lewin 
	 	 	Name: Jennifer Lewin
	 	 	Title: Vice President
	 	 	 
	 	GERMAN AMERICAN CAPITAL CORPORATION, a national banking association, as Initial Note A-4 Holder
	 	 	 
	 	By:	/s/ Matt Smith
	 	 	Name: Matt Smith
	 	 	Title: Director







 


(Co-Lender
Agreement – 32 Avenue of the Americas)


  



    	 



    	 



    




 





	 	 	 
	 	GERMAN AMERICAN CAPITAL CORPORATION, a national banking association, as Initial Note A-5 Holder
	 	 	 
	 	By:	/s/ Natalie D. Grainger




	 	 	Name: Natalie D. Grainger
	 	 	Title: Director




 


(Co-Lender
Agreement – 32 Avenue of the Americas)


 



    	 



    	 



    







 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	32 Sixth Avenue Company LLC
	Date of Mortgage Loan: 	October 5, 2015
	Date of Notes: 	October 5, 2015
	Original Principal Amount of Mortgage Loan:	$425,000,000.00
	Principal Amount of Mortgage Loan as of the date hereof:	$425,000,000.00
	Note A-1 Principal Balance:	$125,000,000.00
	Note A-2 Principal Balance:	$100,000,000.00
	Note A-3 Principal Balance:	$72,500,000.00
	Note A-4 Principal Balance:	$70,000,000.00
	Note A-5 Principal Balance:	$57,500,000.00
	Location of Mortgaged Property:	32 6th Avenue, New York, NY 10013
	Initial Maturity Date:	November 1, 2025


 



    	A-1



    	 



    




 





EXHIBIT B


 


		1.	Initial Note A-4 Holder:



 


(Prior to Securitization of Note A-4):


 


German
American Capital Corporation



Notice Address:

German American Capital Corporation 


60 Wall Street, 10th
Floor 


New York, New York 10005 


Attention: Robert W. Pettinato, Jr./Lainie Kaye

Facsimile No.: (212) 797-4489/4487


 


-and-



German American Capital Corporation 


60 Wall Street, 10th
Floor 


New York, New York 10005


Attention: General Counsel 


Facsimile No.: (646) 736-5721


 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


One World Financial Center 


New York, New York 10281 


Attention: Robert Kim, Esq. 


Facsimile No.: (212) 504-6666


 



    	B-1



    	 



    




 


 


(Following Securitization of Note A-4):


 


		(i)	Depositor:



 


Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005


 


		(ii)	Master Servicer:



 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086


550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: COMM 2015-LC23 Asset Manager


  


with a copy to:



K&L Gates LLP

Hearst Tower

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann


 


		(iii)	Special Servicer:



  


LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, Esq., Steven A. Rivers, Esq. and Job Warshaw

Fax Number: (305) 695-5601


 


		(iv)	Trustee:



 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

CMBS Trustee – COMM 2015-LC23

Email: cmbstrustee@wilmingtontrust.com


 


		(v)	Certificate Administrator:




 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services — COMM 2015-LC23


 



    	B-2



    	 



    




 


		(vi)	Senior Trust Advisor:



 


Park Bridge Lender Services LLC

560 Lexington Avenue, 17th Floor

New York, New York 10022

Attention: COMM 2015-LC23 - Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 



    	B-3



    	 



    

 


		2.	Initial Note A-1 Holder:



 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP


200 Liberty Street


New York, NY 10281


Attention: Lisa Pauquette

Facsimile No.: (212) 504-6666


 


		3.	Initial Note A-2 Holder:



 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 



    	B-4



    	 



    




 


with a copy to:



Cadwalader, Wickersham & Taft LLP


200 Liberty Street


New York, NY 10281


Attention: Lisa Pauquette

Facsimile No.: (212) 504-6666


 


		4.	Initial Note A-3 Holder:



 


JPMorgan Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047


 


-and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


200 Liberty Street


New York, NY 10281


Attention: Lisa Pauquette

Facsimile No.: (212) 504-6666


 


		5.	Initial Note A-5 Holder:






German
American Capital Corporation



Notice Address:

German American Capital Corporation


60 Wall Street, 10th
Floor


New York, New York 10005


Attention: Robert W. Pettinato, Jr./Lainie Kaye

Facsimile No.: (212) 797-4489/4487


 



    	B-5



    	 



    




 


-and-



German American Capital Corporation


60 Wall Street, 10th
Floor


New York, New York 10005


Attention: General Counsel 


Facsimile No.: (646) 736-5721


 


with a copy to:



Cadwalader, Wickersham & Taft LLP 


One World Financial Center 


New York, New York 10281 


Attention: Robert Kim, Esq.

Facsimile No.: (212) 504-6666


 



    	B-6



    	 



    







 


EXHIBIT C



PERMITTED FUND MANAGERS


 


1. Apollo Global Real Estate


2. Archon Capital, L.P.


3. AREA Property Partners


4. BlackRock, Inc.


5. The Blackstone Group International Ltd.


6. Capital Trust, Inc.


7. Clarion Partners


8. Colony Capital, Inc.


9. DLJ Real Estate Capital Partners


10. Eightfold Real Estate Capital, L.P.


11. Fortress Investment Group LLC


12. Garrison Investment Group


13. Goldman, Sachs & Co.


14. iStar Financial Inc.


15. J.E. Roberts Companies


16. Lend-Lease Real Estate Investments


17. LoanCore Capital


18. Lonestar Funds


19. Praedium Group


20. Raith Capital Partners, LLC


21. Rialto Capital Management, LLC


22. Rockpoint Group


23. Starwood Capital/Starwood Financial Trust


24. Torchlight Investors


25. Walton Street Capital, LLC


26. Westbrook Partners


27. WestRiver Capital


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


 



    	C-1