Exhibit 4.14


 


 





EXECUTION
VERSION


 


CO-LENDER
AGREEMENT



 


Dated as
of April 26, 2016



by and between



 


STARWOOD
MORTGAGE FUNDING VI LLC

(Initial Note A-1 Holder)


 


and


 


STARWOOD
MORTGAGE FUNDING V LLC 


(Initial
Note A-2 Holder)


 


Embassy
Suites Lake Buena Vista  


 




    


     


    

 


TABLE OF
CONTENTS


 





	 	 	Page
	 	 	 
	Section 1.	Definitions	1
	 	 	 
	Section 2.	Servicing of the Mortgage Loan	16
	 	 	 
	Section 3.	Priority of Payments	23
	 	 	 
	Section 4.	Workout	25
	 	 	 
	Section 5.	Administration of the Mortgage Loan	25
	 	 	 
	Section 6.	Appointment of Controlling Note Holder Representative and Non-Controlling
    Note Holder Representative	29
	 	 	 
	Section 7.	Appointment of Special Servicer	32
	 	 	 
	Section 8.	Payment Procedure	33
	 	 	 
	Section 9.	Limitation on Liability of the Note Holders	34
	 	 	 
	Section 10.	Bankruptcy	34
	 	 	 
	Section 11.	Representations of the Note Holders	35
	 	 	 
	Section 12.	No Creation of a Partnership or Exclusive Purchase Right	35
	 	 	 
	Section 13.	Other Business Activities of the Note Holders	35
	 	 	 
	Section 14.	Sale of the Notes	36
	 	 	 
	Section 15.	Registration of the Notes and Each Note Holder	39
	 	 	 
	Section 16.	Governing Law; Waiver of Jury Trial	39
	 	 	 
	Section 17.	Submission To Jurisdiction; Waivers	39
	 	 	 
	Section 18.	Modifications	40
	 	 	 
	Section 19.	Successors and Assigns; Third Party Beneficiaries	40
	 	 	 
	Section 20.	Counterparts	41
	 	 	 
	Section 21.	Captions	41
	 	 	 
	Section 22.	Severability	41
	 	 	 
	Section 23.	Entire Agreement	41



 






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	Section 24.	Withholding Taxes	41
	 	 	 
	Section 25.	Custody of Mortgage Loan Documents	42
	 	 	 
	Section 26.	Cooperation in Securitization	42
	 	 	 
	Section 27.	Notices	43
	 	 	 
	Section 28.	Broker	44
	 	 	 
	Section 29.	Certain Matters Affecting the Agent	44
	 	 	 
	Section 30.	Termination and Resignation of Agent	44
	 	 	 
	Section 31.	Resizing	45
	 	 	 
	Section 32.	Statement of Intent	46







 


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THIS
CO-LENDER AGREEMENT (this “Agreement”), dated as of April 26, 2016 by and between STARWOOD MORTGAGE FUNDING
VI LLC, a Delaware limited liability company (“Starwood” 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”) and STARWOOD MORTGAGE FUNDING V LLC, a Delaware limited liability company
(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” and, together with the Initial Note A-1 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), Starwood Mortgage Capital LLC (“Original Lender”)
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 two promissory notes (as amended, modified or supplemented,
the “Notes”) (i) one promissory note in the original principal amount of $31,000,000.00 (“Note A-1”)
made by the Mortgage Loan Borrower in favor of the Original Lender (“Initial Note A-1”) and (ii)
one promissory note in the original principal amount of $11,000,000.00 (“Note A-2”), made by the Mortgage Loan
Borrower in favor of the Original Lender (“Initial Note A-2”); and secured by that certain Amended
and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (as amended, modified or supplemented,
the “Mortgage”) on certain real property located as described in the Loan Agreement (the “Mortgaged
Property”);


 


WHEREAS,
the Original Lender assigned the Initial Note A-1 to the Initial Note A-1 Holder on the date hereof;


 


WHEREAS,
WHEREAS, the Original Lender assigned the Initial Note A-2 to the Initial Note A-2 Holder on the date hereof; and


 


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


 


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


 


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


 


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


 






    


     


    

 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and, from and after
the Securitization Date, shall mean the Certificate Administrator, if any, and if there is no Certificate Administrator, shall
mean the Trustee.


 


“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 1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139, Attention: Leslie Fairbanks, 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 which is a CDO, shall mean the entity which 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.


 


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


 


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


 


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


 


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


 






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


 


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


 


“Controlling
Note Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 is included in the Lead Securitization,
references to the “Controlling Note Holder” herein shall mean the holders of the majority of the class of securities
issued in the Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided in the
Lead Securitization Servicing Agreement; 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 and the Note A-2 Holder shall be the Controlling Note
Holder unless 50% or more of Note A-2 (or the class of securities issued in the 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. If 50% or more of each of Note A-1 and Note
A-2 (or class of securities issued in the Lead Securitization and 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, no person shall be entitled to exercise the
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 the “depositor” under the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 






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


 


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


 


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


 


“Insolvency
Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or
any other insolvency, liquidation, reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action
for the dissolution of the Mortgage Loan Borrower, any proceeding (judicial or otherwise) concerning the application of the assets
of the Mortgage Loan Borrower for the benefit of its creditors, the appointment of or any proceeding seeking the appointment of
a trustee, receiver or other similar custodian for all or any substantial part of the assets of the Mortgage Loan Borrower or
any other action concerning the adjustment of the debts of the Mortgage Loan Borrower, the cessation of business by the Mortgage
Loan Borrower, except following a sale, transfer or other disposition of all or substantially all of the assets of the Mortgage
Loan Borrower in a transaction permitted under the Mortgage Loan Documents; provided, 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).


 


“Intervening
Trust Vehicle” with respect to any Securitization Vehicle that is a CDO, shall mean a trust vehicle or entity which
holds any Note as collateral securing (in whole or in part) any obligation or security held by such Securitization Vehicle as
collateral for the CDO.


 


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


 


“Lead
Securitization” shall mean (a) during the period from and after the Securitization of Note A-2 and prior to the Securitization
of Note A-1, the Note A-2 Securitization and (b) on and after the Securitization of Note A-1, the Securitization Trust to be designated
by the Initial Note A-1 Holder.


 


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


 






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“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-2 Securitization Date
and prior to the Note A-1 Securitization Date, the pooling and servicing agreement entered into in connection with the Securitization
of Note A-2 and (ii) on and after the Note A-1 Securitization Date, the pooling and servicing agreement to be entered into in
connection with the Securitization of Note A-1. 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.


 


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


 


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


 


“Liquidation
Fee” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement, provided that
under no circumstances shall the Liquidation Fee accrue at a rate of more than 1.0% per annum.


 


“Major
Decisions” shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing
Agreement; provided that at any time that Note A-1 is not included in the Lead 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 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 a Mortgaged Property or an REO Property into compliance with applicable environmental laws or
to otherwise


 






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address
any Hazardous Materials (as defined in the Lead Securitization Servicing Agreement) located at a 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 a 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;


 


(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 (as defined in the Lead Securitization Servicing Agreement);


 


(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;.


 






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


 


“Monthly
Payment Date” shall mean the Monthly 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 April 26, 2016, between ESLBV PROPERTY OWNER, LLC, a Delaware
limited liability company, as Borrower, and STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company, as Lender, as
the same may be further amended, restated, supplemented or otherwise modified from time to time, subject to the terms hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Controlling
Note” shall mean Note A-2.


 


“Non-Controlling
Note Holder” means the Note A-2 Holder; provided that at any time Note A-2 is included in a Securitization, references
to the “Non-Controlling Note Holder” herein shall mean the Non-Lead Securitization Subordinate Class Representative
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 Non-Lead Securitization Servicing Agreement and as


 






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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. If 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, 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 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 Non-Lead Securitization Servicing Agreement assigns such rights to
more than one party or (y) to the extent Note A-2 is split into two or more New Notes pursuant to Section 31, for purposes of
this Agreement, the Non-Lead Securitization Servicing Agreement or the holders of such New Notes shall designate one party to
deal with Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) and provide written
notice of such designation to the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer acting on
its behalf); provided that, in the absence of such designation and notice, the Lead Securitization Note Holder (or the
Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received
written notice as having been designated as the Non-Controlling Note Holder, as the Non-Controlling Note Holder for all purposes
of this Agreement. As of the date hereof and until further notice from the Non-Lead Securitization Note Holder (or the Non-Lead
Master Servicer or another party acting on its behalf), the Initial Note A-2 Holder is the Non-Controlling Note Holder.


 


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


 






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


 


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


 


“Non-Lead
Asset Representations Reviewer” shall mean the “asset representations review” under the Non-Lead Securitization
Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Lead
Securitization Subordinate Class Representative” shall mean the holders of the majority of the class of securities issued
in the Securitization of the Non-Lead Securitization Note designated as the “controlling class” pursuant to the Non-Lead
Securitization Servicing Agreement or their duly appointed representative; provided that if 50% or more of the class of securities
issued in the 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, no person shall be entitled to exercise the rights of the Non-Lead Securitization Subordinate Class
Representative.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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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(d).


 


“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


 


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


 


(iii)          a Qualified Trustee in connection with (a) the Lead Securitization 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


 






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


 


(d)          any entity Controlled by any of the entities described in clause (b) above or approved by the Rating Agencies hereunder
as a Qualified Institutional Lender for


 






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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).


 


“Regulation
AB” shall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-220.1125,
as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Securities
and Exchange Commission or by the staff of the Securities and Exchange Commission, or as may be provided by the Securities and
Exchange Commission or its staff from time to time.


 


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


 


“Required
Special Servicer Rating” (1) at any time that the Lead Securitization Note is included in the Lead Securitization, shall
have the meaning assigned to such term or any analogous term in the Lead Securitization Servicing Agreement, and (2) at any other
time, shall


 






    13


     


    

 


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 as the sole or material factor, (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 master servicer or special servicer, as applicable, 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,
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 acting as special servicer in a commercial
mortgage loan securitization that was rated by DBRS within the twelve (12) month period prior to the date of determination and
DBRS has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class
of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial
mortgage securities as a material reason for such downgrade or withdrawal.


 


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


 


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


 


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


 


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


 


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


 


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


 






    14


     


    

 


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


 


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


 


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


 


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


 


“Servicing
Fee” shall mean a fee payable to the Master Servicer pursuant to the terms of the Lead Securitization Servicing Agreement
that will generally be calculated as the product of (i) the Servicing Fee Rate and (ii) the Note A-1 Principal Balance and the
Note A-2 Principal Balance, as applicable, as of the date of determination.


 


“Servicing
Fee Rate” shall have the meaning applied to such term in the Lead Securitization Servicing Agreement, being the rate
per annum (which shall consist of the primary servicing fee rate) which, when applied to the Note A-1 Principal Balance and the
Note A-2 Principal Balance, as applicable, will determine the primary servicing fee payable to the Master Servicer under the Lead
Securitization Servicing Agreement; provided that such Servicing Fee Rate shall be fixed prior to the pricing of the first
Securitization and under no circumstances shall the Servicing Fee Rate exceed 0.0025% per annum.


 


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


 


“Special
Servicing Fee” shall have the meaning given to such term in the Lead Securitization Servicing Agreement, provided
that under no circumstances shall the Special Servicing Fee accrue at a rate of more than 0.25% per annum on the
Mortgage Loan or any related REO Property; provided that if such rate would result in a Special Servicing Fee with
respect to the Mortgage Loan or any related REO Property that would be less than $3,500 in any given month, then the Special
Servicing Fee shall accrue for the Mortgage Loan or any related REO Property at such higher rate as would result in a Special
Servicing Fee equal to $3,500 for such month.


 


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


 






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


 


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


 


“Workout
Fee” shall have the meaning given to such term in the Lead Securitization Servicing Agreement, provided that
under no circumstances shall the Workout Fee accrue at a rate of more than 1.0% per annum.


 


Section
2.       Servicing
of the Mortgage Loan.


 


(a)           Each Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced
from and after the Securitization Date pursuant to the Lead Securitization Servicing Agreement; provided that the Master
Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Note other than the Lead
Securitization Note if such principal or interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance
delinquent real estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance
and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement including
any provisions governing the determination of non-recoverability. Each Note Holder acknowledges that the 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, Operating Advisor, Certificate Administrator, the Asset Representations Reviewer and the Trustee under the
Lead Securitization Servicing Agreement by the Depositor and the appointment of the initial Special Servicer by the Controlling
Note Holder as may be replaced pursuant to the terms of the Lead Securitization Servicing Agreement and agrees to reasonably cooperate
with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead
Securitization Servicing Agreement. Each Note Holder hereby irrevocably appoints the Master Servicer, the Special Servicer and
the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required
with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement
(subject at all times to the rights of the Note Holder set forth herein and in the Lead Securitization Servicing Agreement). In
no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note Holder against
the other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against the other Note Holder; however,
this statement


 






    16


     


    

 


shall
not be construed to otherwise limit the rights of one Note Holder with respect to the 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, each Servicer
shall provide information to each Non-Lead Servicer under the Non-Lead Securitization Servicing Agreement to enable each such
Non-Lead Servicer to perform its servicing duties under the Non-Lead Securitization Servicing Agreement and each Servicer shall
not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.


 


At
any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note
Holders agree to cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note
Holders, pursuant to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing
Agreement and all references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing
agreement; provided, however, that if the Non-Lead Securitization Note is in a Securitization, then a Rating Agency
Confirmation shall have been obtained from each Rating Agency; provided, further, however, that until a replacement
servicing agreement has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant
to the provisions of the Lead Securitization Servicing Agreement as if such agreement was still in full force and effect with
respect to the Mortgage Loan, by the Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization
Note Holder that is a qualified servicer meeting the requirements of the Lead Securitization Servicing Agreement.


 


(b)           The Master Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the
extent provided in the Lead Securitization Servicing Agreement) (i) shall be required to (and the Special Servicer may, under
certain circumstances as provided in the Servicing Agreement) make Servicing Advances with respect to the Mortgage Loan, subject
to the terms of the Lead Securitization Servicing Agreement and this Agreement, and (ii) may be required to make P&I Advances
on the Lead Securitization Note, if and to the extent provided in the Lead Securitization Servicing Agreement and this Agreement.
The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to reimbursement for a Servicing Advance,
first from funds on deposit in the Certificate Account or Companion Distribution Account for the Mortgage Loan that (in
any case) represent amounts received on or in respect of the Mortgage Loan, and then, in the case of Nonrecoverable Servicing
Advances, if such funds on deposit in the 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 the 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 Amounts 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 or Advance Interest Amount on a Servicing Advance, from general collections
of the Non-Lead Securitization as provided below. To the extent the Master Servicer, the Special Servicer or the Trustee, as applicable,
obtains funds from general collections of the Lead Securitization as a reimbursement for a


 






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Nonrecoverable
Servicing Advance or any Advance Interest Amounts on a Servicing Advance or a Nonrecoverable Servicing Advance, the Non-Lead Securitization
Note Holder (including from general collections or any other amounts from any Non-Lead Securitization Trust) shall be required
to, promptly following notice from the Master Servicer, reimburse the Lead Securitization for its pro rata share of such
Nonrecoverable Servicing Advance or Advance Interest Amounts.


 


In
addition, the Non-Lead Securitization Note Holder (including, but not limited to, any Non-Lead Securitization Trust) shall be
required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization
for the Non-Lead Securitization Note Holder’s pro rata share of any fees, costs or expenses incurred in connection
with the servicing and administration of the Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor or the Depositor, as applicable, is entitled to be reimbursed pursuant to the
Lead Securitization Servicing Agreement and 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 Non-Lead
Securitization Note are insufficient for reimbursement of such amounts and to the extent that funds from general collections in
the Lead Securitization are applied towards the Lead Securitization Note Holder’s pro rata share of the insufficiency.
The Non-Lead Securitization Holder agrees to indemnify (i) (as and to the same extent the Lead Securitization Trust is required
to indemnify each of the following parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the
terms of Lead Securitization Servicing Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor, the Asset Representations Reviewer and the Depositor (and any director, officer, employee
or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Lead Securitization
Servicing Agreement in respect of other mortgage loans) and (ii) the Lead Securitization Trust (such parties in clause (i) and
the Lead Securitization Trust, collectively, the “Indemnified Parties”) against any claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection
with the servicing and administration of the Mortgage Loan and the Mortgaged Property (or, with respect to the Operating Advisor,
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 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, the Special Servicer or the Trustee, reimburse each of the applicable
Indemnified Parties for its pro rata share of the insufficiency, (including, if the Non-Lead Securitization Note has been
included in a Non-Lead Securitization, from general collections or any other amounts from such Non-Lead Securitization Trust).


 


The
master servicer under the Non-Lead Securitization Servicing Agreement (the “Non-Lead Master Servicer”) may
be required to make P&I Advances on the Non-Lead Securitization Note, from time to time, subject to the terms of the servicing
agreement for the related Securitization (the “Non-Lead Securitization Servicing Agreement”), the Lead Securitization
Servicing Agreement and this Agreement. The Master Servicer, the Special


 






    18


     


    

 


Servicer
and the Trustee, as applicable, shall be entitled to make their own recoverability determination with respect to a P&I Advance
to be made on the Lead Securitization Note based on the information that they have on hand and in accordance with the Lead Securitization
Servicing Agreement. The Non-Lead Master Servicer and the special servicer and the trustee under the Non-Lead Securitization Servicing
Agreement (respectively, the “Non-Lead Special Servicer” and the “Non-Lead Trustee”), as
applicable, shall be entitled to make their own recoverability determination with respect to a P&I Advance to be made on the
Non-Lead Securitization Note based on the information that they have on hand and in accordance with the Non-Lead Securitization
Servicing Agreement. The Master Servicer and the Trustee, as applicable, and the Non-Lead Master Servicer or the Non-Lead Trustee
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 the
Non-Lead Master Servicer, Non-Lead Special Servicer or the Non-Lead Trustee, as applicable (with respect to the Non-Lead Securitization
Note), determines that a proposed P&I Advance, if made, would be non-recoverable or an outstanding P&I Advance is or would
be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee, as applicable, subsequently determines that
a proposed Servicing Advance would be non-recoverable or an outstanding Servicing Advance is or would be non-recoverable, then
the Master Servicer or the Trustee (as provided in the Lead Securitization Servicing Agreement, in the case of a determination
of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or the Non-Lead Master Servicer or the Non-Lead
Trustee (as provided in the Non-Lead Securitization Servicing Agreement, in the case of the a determination of non-recoverability
by the Non-Lead Master Servicer, the Non-Lead Special Servicer or the Non-Lead Trustee) shall notify the Master Servicer and the
Trustee, or the Non-Lead Master Servicer and the Non-Lead Trustee, as the case may be, of the other Securitization within two
business days of making such determination. Each of the Master Servicer, the Trustee, the Non-Lead Master Servicer and the 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 the Non-Lead Securitization Note, from general collections of the related Securitization Trust, as and
to the extent provided in the Non-Lead Securitization Servicing Agreement.


 


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


 


(i)            the Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Servicing Advances (and
advance interest thereon) and any additional trust fund expenses, but only to the extent that they relate to servicing and administration
of the Notes and the Mortgaged Property, including without limitation, any unpaid Special Servicing
Fees, Liquidation Fees and Workout Fees relating to the Notes, and that in the event that the funds received with respect to each
respective Note are insufficient to cover such Servicing Advances or additional trust fund expenses, (A) the Non-Lead Master
Servicer will be required to, promptly following notice from


 






    19


     


    

 


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 the Non-Lead Securitization Servicing Agreement for the Non-Lead Securitization Note Holder’s pro rata
share of any such Nonrecoverable Servicing Advances (together with advance interest thereon) and/or additional trust fund
expenses (including compensation due to the Master Servicer and the Special Servicer to the extent related to the servicing and
administration of the Mortgage Loan and the Mortgaged Property), and (B) if the Lead Securitization Servicing Agreement permits
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee to reimburse itself from the Lead Securitization
Trust’s general account, then the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as
applicable, may do so, and the Non-Lead Master Servicer will be required to, promptly following notice from the Master Servicer,
the Special Servicer or the Trustee, reimburse the Lead Securitization Trust out of general funds in the collection account (or
equivalent account) established under the Non-Lead Securitization Servicing Agreement for the 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 Lead Securitization Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any additional
trust fund expenses with respect to the Mortgage Loan) by the Non-Lead Securitization Trust, against any of the Indemnified Items
to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Certificate
Account or Companion Distribution Account that are allocated to the Non-Lead Securitization Note are insufficient for reimbursement
of such amounts, the Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties for the
Non-Lead Securitization Note’s pro rata share of the insufficiency out of general funds in the collection account
(or equivalent account) established under the Non-Lead Securitization Servicing Agreement;


 


(iii)        
the Non-Lead Master Servicer will be required to deliver to the Trustee, the Certificate Administrator, the Special Servicer,
the Master Servicer, the Operating Advisor and the Asset Representations Reviewer (i) promptly following Securitization of the
Non-Lead Securitization Note, notice of the deposit of the Non-Lead Securitization Note into a Securitization Trust (which notice
shall also provide contact information for the trustee, the certificate administrator, the Non-Lead Master Servicer, the special
servicer and the party designated to exercise the rights of the “Non-Controlling Note Holder” under this Agreement,
including the Controlling Class Representative under the Non-Lead Securitization Servicing Agreement), accompanied by a certified
copy of the executed Non-Lead Securitization Servicing Agreement and (ii) notice of any subsequent change in the identity of the
Non-Lead Master Servicer or the


 






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party
designated to exercise the rights of the “Non-Controlling Note Holder” under this Agreement (together with the relevant
contact information);


 


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


 


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


 


(vi)        
in the event of a proposed replacement of the Special Servicer, the Non-Lead Trustee shall use commercially reasonable
efforts to prepare and file on behalf of the Non-Lead Securitization Trust a Form 8-K relating to such replacement that complies
with the Exchange Act on the same day that a Form 8-K relating to such replacement is filed on behalf of the Lead Securitization;
provided that the Non-Lead Depositor and a responsible officer of the Non-Lead Trustee has received notice of such proposed replacement
(including any disclosure or other information required to be included in such Form 8-K as well as the requirement and timing
for filing such Form 8-K) at least 5 Business Days prior to such filing date. The Note A-1 Holder (including, as the context requires,
the Depositor, Master Servicer, Special Servicer, Trustee or controlling class representative (or analogous term) relating to
the related Lead Securitization Trust, on behalf of such Note A-1 Holder) shall be a third party beneficiary of the foregoing
provision.


 


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


 


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



 


(ii)         
 the Master Servicer shall remit all payments received with respect to the Non-Lead Securitization Note, net of the Servicing
Fees payable to the Master Servicer and Special Servicer with respect to such Non-Lead Securitization Note, and any other applicable
fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the Non-Lead Securitization Note
Holder on or prior to the earlier of (A) the Master Servicer Remittance Date or (B) the business day following the “determination
date” (or analogous term) under the Non-Lead Securitization Servicing Agreement related to the Securitization of the Non-Lead
Securitization Note;


 


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


 






    21


     


    

 


Lead
Master Servicer all reports required to be delivered by the Master Servicer to the Trustee or Certificate Administrator under
the Lead Securitization Servicing Agreement (which shall include all loan-level reports constituting the CREFC® Investor Reporting
Package (IRP)) pursuant to the terms of the Lead Securitization Servicing Agreement to the extent related to the Mortgage Loan,
the Mortgaged Property, the Non-Lead Securitization Note, the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee on or prior to the earlier of (A) the Master Servicer Remittance Date or (B) the business day following the “determination
date” (or analogous term) under the Non-Lead Securitization Servicing Agreement related to the Securitization of the Non-Lead
Securitization Note;


 


(iv)         in connection with (x) any amendment of the Lead Securitization Servicing Agreement, a party to such Lead Securitization
Servicing Agreement shall provide a copy of the executed amendment to the Non-Lead Depositor and the certificate administrator
under the Non-Lead Securitization Servicing Agreement (which may be by email) in order for the Non-Lead Securitization Note Holder
and the Non-Lead Depositor to timely comply with their obligations under the Exchange Act, and (y) the termination, resignation
and/or replacement of the Master Servicer or the Special Servicer, the related replacement Master Servicer or Special Servicer,
as applicable, shall provide all disclosure about itself that is required to be included in Form 8-K no later than the date of
effectiveness thereof; 


 


(v)          the Non-Lead Securitization Note Holder shall be a third-party beneficiary to the Lead Securitization Servicing Agreement
in respect of the rights afforded it thereunder to the extent such rights affect the Non-Lead Securitization Note or the Non-Lead
Securitization Note Holder;


 


(vi)         the Lead Securitization Servicing Agreement shall not be amended in any manner that materially and adversely (or words
of similar import) affects the Non-Lead Securitization Note Holder without the consent of such party;


 


(vii)        Servicer Termination Events (or such analogous term defined in the Lead Securitization Servicing Agreement) include customary
market termination events with respect to failure to make advances, failure to remit payments to the Non-Lead Securitization Note
Holder as required, failure to deliver (or cause to be delivered) materials or notices required in order for the Non-Lead Securitization
Note Holder and the Non-Lead Depositor to timely comply with their obligations under the Exchange Act, and Rating Agency triggers
with respect to the securities issued pursuant to the Non-Lead Securitization, subject to customary grace periods (provided, in
the case of failures related to the Exchange Act, such grace periods do not materially and adversely affect the Non-Lead Depositor);


 


(viii)       if the Mortgage Loan becomes the subject of an “asset review” (or such analogous term defined in the Non-Lead
Securitization Servicing Agreement) pursuant to the Non-Lead Securitization Servicing Agreement, the applicable parties to the
Lead Securitization Servicing Agreement shall reasonably cooperate with the Non-Lead Asset Representations Reviewer in connection
with such asset review (or a


 






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substantially
similar provision), including with respect to providing access to related underlying documents, to the extent the Non-Lead Asset
Representations Reviewer has not obtained such documents from the Initial Note A-2 Holder and such documents are in the possession
of the applicable party to the Lead Securitization Servicing Agreement;


 


(ix)          each party to the Lead Securitization Servicing Agreement shall deliver (and shall cause any sub-servicer engaged by such
party to deliver (or, in the case of a sub-servicer that the related mortgage loan seller requires the Master Servicer to engage
or any servicing function participant, a party to the Lead Securitization Servicing Agreement shall use commercially reasonable
efforts to cause each party engaged by a party to the Lead Securitization Servicing Agreement to deliver)) (x) all materials and
notices required in order for the Non-Lead Securitization Note Holder and the Non-Lead Depositor to comply with (1) their obligations
under the Exchange Act (including any required 10-D, 8-K and 10-K reporting) and (2) any applicable comment letter from the Securities
and Exchange Commission or their obligations in connection with a “deficient Exchange Act deliverable” (or such analogous
term defined in the Non-Lead Securitization Servicing Agreement) and (y) with respect to the “Sarbanes-Oxley certification”
(or such analogous term defined in the Non-Lead Securitization Servicing Agreement) concerning the Non-Lead Securitization Trust
to be submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002, the applicable certification
to each Person who signs such “Sarbanes-Oxley certification” concerning the Non-Lead Securitization Trust; and


 


(x)           the Non-Lead Securitization Trust (or the applicable parties to the Non-Lead Securitization Agreement) shall be entitled
to indemnification pursuant to industry standard indemnification provisions customary for securitizations similar to the Non-Lead
Securitization for the failure of the applicable parties to the Lead Securitization Agreement to timely deliver (or cause to be
timely delivered) the materials or information required pursuant to clause (ix) above.


 


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


 


(f)           Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Servicer pursuant to the terms
hereof shall be performed by the Master Servicer or the Special Servicer, as applicable, as set forth in the Lead Securitization
Servicing Agreement.


 


Section
3.      Priority of Payments. Each Note shall be of equal priority, and no portion of either Note shall have priority or preference over any portion
of the other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available


 






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for
payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds
thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty,
letter of credit or other collateral or instrument securing the Mortgage Loan, 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 or Note A-2 which may only be reimbursed out of payments and collections
allocable to Note A-1 or Note A-2, as applicable, (ii) any Servicing Fees due to the Master Servicer in excess of the Non-Lead
Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate
applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee as
successor to the 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 and any Special Servicing Fees, Liquidation
Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph), amounts paid by the Borrower
in respect of modification fees or assumption fees 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 on each Note shall first,
be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer,
the Trustee or the Special Servicer for any interest accrued on any Servicing Advances in accordance with the terms of the Lead
Securitization Servicing Agreement, second, be used to reduce the respective amounts payable on each Note by the
amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on
any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement
or the Non-Lead Securitization Servicing Agreement, as applicable), third, be used to reduce, on a pro rata basis,
the amounts payable on each Note by the amount necessary to pay additional trust fund expenses (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 the Non-Lead
Securitization Note, be paid, (x) prior to the securitization of such Note, to the Non-Lead Securitization Note Holder and (y)
following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation
as provided in the Lead Securitization Servicing Agreement.


 






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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 Holder 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 Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder)
the rights, if any, that such Note Holder has to, (i) call or cause the Lead Securitization Note Holder to call an Event
of Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan
Borrower, including, without limitation, filing or causing the Lead Securitization Note Holder to file any bankruptcy petition
against the Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee
acting on behalf of the Lead Securitization Note Holder) shall not have any fiduciary duty to the Non-Lead Securitization Note
Holder in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization
Note Holder from the obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing
Standard (in the case of the Master Servicer or the Special Servicer) or any liability for failure to do so).


 


Upon
the Mortgage Loan becoming a Defaulted Mortgage Loan, Note A-2 Holder hereby acknowledges the right and obligation of the Note
A-1 Holder (or the Special Servicer acting on behalf of the Note A-1 Holder) to sell Note A-2 together with Note A-1 as notes
evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. Notwithstanding the foregoing,
the Lead Securitization Note Holder (or the Special


 






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Servicer
acting on behalf of the Lead Securitization Note Holder) shall not be permitted to sell the Mortgage Loan if it becomes a Defaulted
Mortgage Loan without the written consent of the Non-Controlling Note Holder ( provided that such consent is not required if the
Non-Controlling Note Holder is the Mortgage Loan Borrower or an affiliate of the Mortgage Loan Borrower) unless the Special Servicer
has delivered to the Non-Controlling Note 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 material 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 the Non-Controlling 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 Lead Securitization Subordinate Class Representative) prior to the proposed sale date, all information and other documents
being provided to other offerors and all leases or other documents that are approved by the Servicer in connection with the proposed
sale; provided, that such Non-Controlling Note Holder may waive any of the delivery or timing requirements set forth in this sentence.
Subject to the terms of the Lead Securitization Servicing Agreement, each of the Controlling Note Holder, the Controlling Note
Holder Representative, the Non-Controlling Note Holder and the Non-Controlling Note Holder Representative shall be permitted to
bid at any sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage
Loan Borrower.


 


The
Non-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 the Non-Lead Securitization Note. The Non-Lead Securitization Note Holder further agrees
that, upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder shall execute and deliver
to or at the direction of the Lead Securitization Note Holder such powers of attorney or other instruments as the Lead Securitization
Note Holder may reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following
request, and shall deliver the original Non-Lead Securitization Note, endorsed in blank, to or at the direction of the Lead Securitization
Note Holder in connection with the consummation of any such sale.


 


The
authority of the Lead Securitization Note Holder to sell the Non-Lead Securitization Note, and the obligations of the Non-Lead
Securitization Note Holder to execute and deliver instruments or deliver the Non-Lead Securitization Note upon request of the
Lead Securitization Note Holder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which
the Lead Securitization Note is repurchased by the Initial Note A-1 Holder from the trust fund established under the Lead Securitization
Servicing Agreement in connection with a material breach of representation or warranty made by the Initial Note A-1 Holder with
respect to the Lead Securitization Note or material document defect with respect to the documents delivered by the Initial Note
A-1 Holder with respect to the Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence
shall not be construed to grant to the Non-Lead Securitization Note Holder the benefit of any representation or warranty made
by the Initial Note A-1 Holder or any document delivery obligation imposed on the Initial Note A-1 Holder under any mortgage loan
purchase and sale agreement, instrument


 






    26


     


    

 


of
transfer or other document or instrument that may be executed or delivered by the Initial Note A-1 Holder in connection with the
Lead Securitization.


 


(b)           The 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 both Note Holders as a collective whole. The Note Holders agree to be bound by the terms of the Lead Securitization
Servicing Agreement. All rights and obligations of the Lead Securitization Note Holder described hereunder may be exercised by
the Master Servicer, the Special Servicer, the Certificate Administrator 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. 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 their rights as specifically provided for therein.


 


(c)           The Controlling Note Holder (or its Controlling Note Holder Representative) shall have, with respect to the Mortgage Loan,
all of the same rights and powers of the Controlling Class Representative under the Lead Securitization Servicing Agreement with
respect to the other mortgage loans included in the Lead Securitization, without limitation, the right to consent and/or consult
regarding Major Decisions and other servicing matters, the right to advise (1) the Special Servicer with respect to all Specially
Serviced Loans and (2) the Special Servicer with respect to non Specially Serviced Loans as to all matters for which the Master
Servicer must obtain the consent or deemed consent of the Special Servicer, and the right to direct the Special Servicer to take,
or to refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling Class Representative may deem
advisable or as to which provision is otherwise made therein, in each case subject to the terms and conditions of the Lead Securitization
Servicing Agreement.


 


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


 






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Consultation
Termination Event) and (ii) to consult with the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
on a strictly non-binding basis, to the extent having received such notices, information and reports, the Non-Controlling Note
Holder (or its Non-Controlling Note Holder Representative) requests consultation with respect to any such Major Decisions or the
implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative
actions recommended by the 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 the Non-Controlling Note Holder (or the master
servicer of Non-Controlling Note Securitization on its behalf) by the Lead Securitization Note Holder of written notice of a proposed
action, together with copies of the notice, information and report required to be provided to the Lead Securitization Subordinate
Class Representative, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
shall no longer be obligated to consult with the 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 the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
set forth in the immediately preceding sentence, the Lead Securitization Note Holder (or Servicer or Special Servicer, acting
on its behalf) may make any Major Decision or take any action set forth in the Asset Status Report before the expiration of the
aforementioned ten (10) Business Day period if the Lead Securitization Note Holder (or Master Servicer or Special Servicer, as
applicable) determines that immediate action with respect thereto is necessary to protect the interests of the Note Holders. In
no event shall the Lead Securitization Note Holder (or Servicer or Special Servicer, acting on its behalf) be obligated at any
time to follow or take any alternative actions recommended by the Non-Controlling Note Holder (or its Non-Controlling Note Holder
Representative).


 


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


 


(e)           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


 






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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 the other is 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.       Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative.


 


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


 






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


 


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


 


(c)           The 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 (the “Non-Controlling Note Holder Representative”).
All of the provisions relating to Controlling Note Holder and the Controlling Note Holder Representative set forth in Section
6(a) (except those contained in the last sentence thereof) and Section 6(b) shall apply to the Non-Controlling Note Holder and
the Non-Controlling Note Holder Representative mutatis mutandis. The Non-Controlling Note Holder Representative, as of
the date of this Agreement and until the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) is
notified otherwise, shall be the Initial Note A-2 Holder.


 






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(d)           The Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Lead Securitization Note
hereunder and the rights and powers granted to the “Controlling Class Representative” or similar party under,
and as defined in, the Lead Securitization Servicing Agreement with respect to the Mortgage Loan. In addition, subject to the
terms of the Lead Securitization Servicing Agreement, 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 if so provided
for in the Lead Securitization Servicing Agreement) 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 if so provided in the Lead Securitization
Servicing Agreement) after delivery to the Controlling Note Holder by the applicable Servicer of written notice of a proposed
Major Decision 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 if
so provided in the Lead Securitization Servicing Agreement) period, such Major Decision shall be deemed to have been approved
by the Controlling Note Holder.


 


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.


 






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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
Holder, 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. Subject to the terms of the Lead Securitization Servicing Agreement, the Controlling
Note Holder (or its Controlling Note Holder Representative) shall have the right at any time and from time to time, with or without
cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer
in lieu thereof. Any designation by Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve
as Special Servicer shall be made by delivering to the other Note Holder, the Master Servicer, the then existing Special Servicer
and other parties to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the
other conditions to such replacement as set forth in the Lead Securitization Servicing Agreement (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. 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 the Non-Controlling Note Holder, the Non-Controlling Note Holder shall have the
right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling
Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement (or at any time that the Mortgage
Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the successor servicing agreement
pursuant to which the Mortgage Loan is being serviced) solely with respect to the Mortgage Loan pursuant to and in accordance
with the terms of the Lead Securitization Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the
provisions of the Lead Securitization Servicing Agreement, the successor


 






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servicing
agreement pursuant to which the Mortgage Loan is being serviced). The Controlling Note Holder and the Non-Controlling Note Holder
acknowledge and agree that any successor special servicer appointed to replace the Special Servicer with respect to the Mortgage
Loan that was terminated for cause at the 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 the 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 Certificate Account or Companion Distribution Account.


 


Section
8.       Payment Procedure.


 


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


 


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


 


(c)           If, for any reason, the Lead Securitization Note Holder (or the Servicer on its behalf) makes any payment to the Non-Lead
Securitization Note Holder before the Lead Securitization Note Holder (or the Servicer on its behalf) has received the corresponding
payment (it being understood that the Lead Securitization Note Holder (or the Servicer on its behalf) is under no obligation to
do so), and the Lead Securitization Note Holder (or the Servicer on its behalf) does not receive the corresponding payment within
five (5) Business Days of its payment to the Non-Lead Securitization Note Holder, the Non-Lead Securitization Note Holder shall,
at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder.


 






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(d)           Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the
Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder,
subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the
right to offset any amounts due hereunder from the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against
any future payments due to the 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 Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee) shall have no liability whatsoever
to the Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or
any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however,
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 Holder, can make any election, give any consent, commence
any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the
Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead
Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled
with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to
the Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy
Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote
to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage
Loan, and to file a motion to modify, lift or terminate the


 






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automatic
stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder,
the Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and
every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better
assuring and evidencing of the foregoing appointment and grant. All actions taken by 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. Neither Note Holder shall have any obligation whatsoever to offer to the other Note Holder the
opportunity to purchase a participation interest in any future loans originated by such Note Holder or its Affiliates and if either
Note Holder chooses to offer to the other Note Holder the opportunity to purchase a participation interest in any future mortgage
loans originated by such Note Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Note
Holder chooses, in its sole and absolute discretion. Neither Note Holder shall have any obligation whatsoever to purchase from
the other Note Holder a participation interest in any future loans originated by such 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


 






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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) hereof) 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 non-transferring Note Holder or (2) after a Securitization of such non-transferring Note Holder’s Note,
Rating Agency Confirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which
will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust,
without Rating Agency Confirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest
in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely
null and void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it will pay the expenses
of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and
all expenses relating to the confirmation from the Rating Agencies in connection with any such Transfer. Notwithstanding the foregoing,
each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder, the Rating Agencies or
any other Person, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in its Note. None of the provisions
of this Section 14(a) shall apply in the case of (1) a sale of Note A-1 together with Note A-2, in accordance with the terms and
conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms
and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage
Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which
is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the
Lead Securitization Trust.


 


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


 






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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 Holder and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee),
the 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 Holder hereunder, but such Note Pledgee shall not be obligated to
cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement shall be effective
against such Note Pledgee without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld,
conditioned or delayed; (iv) that such other Note Holder shall give to such Note Pledgee copies of any notice of default
under this Agreement simultaneously with the giving of same to the pledging Note Holder; (v) that such other Note Holder
shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any
such certificate(s) shall be in a form reasonably satisfactory to such other Note Holder; and (vi) that, upon written notice
(a “Redirection Notice”) to the other Note Holder and any Servicer by such Note Pledgee that the pledging Note
Holder is in default, beyond any applicable cure periods, under the pledging Note Holder’s obligations to such Note Pledgee
pursuant to the applicable credit agreement between the pledging Note Holder and such Note Pledgee (which notice need not be joined
in or confirmed by the pledging Note Holder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee,
Note Pledgee shall be entitled to receive any payments that any Note Holder or Servicer would otherwise be


 






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obligated
to pay to the pledging Note Holder from time to time pursuant to this Agreement or the Lead Securitization Servicing Agreement.
Any pledging Note Holder hereby unconditionally and absolutely releases the other Note 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;


 


(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.


 






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Section
15.     Registration of the Notes
and Each Note Holder. The Agent shall keep or cause to
be kept at the Agent Office books (the “Note Register”) for the registration and transfer of the Notes. The
Agent shall serve as the initial note registrar and the Agent hereby accepts such appointment. The names and addresses of the
holders of the Notes and the names and addresses of any transferee of any Note of which the Agent has received notice, in the
form of a copy of the assignment and assumption agreement referred to in this Section 15, shall be registered in the Note
Register. The Person in whose name a Note Holder is so registered shall be deemed and treated as the sole owner and holder thereof
for all purposes of this Agreement, except in the case of the Initial Note A-1 Holder and the Initial Note A-2 Holder who may
hold their Notes through a nominee. Upon request of a Note Holder (including a Servicer on its behalf), the Agent shall provide
such party with the names and addresses of the other Note Holder. To the extent the Trustee or another party is appointed as Agent
hereunder, each Note Holder hereby designates such person as its agent under this Section 15 solely for purposes of maintaining
the Note Register.


 


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


 






    39


     


    

 


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 the Note A-1 Holder and the Note A-2 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 written confirmation from each Rating
Agency that such amendment or modification will not result in a qualification, withdrawal or downgrade of its then current ratings
of the securities issued in connection with the related Securitization; provided that no such Rating Agency confirmation shall
be required in connection with a modification or amendment (i) to cure any ambiguity, (ii) to correct or supplement any provisions
herein that may be defective or inconsistent with any other provisions of this Agreement, the Lead Securitization Servicing Agreement
or the final disclosure documents relating to the Lead Securitization, or (iii) entered into pursuant to Section 31 of this Agreement.


 


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, 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.


 






    40


     


    

 


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 the Non-Lead Securitization Note Holder with respect to the Mortgage Loan
as a result of the 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 Non-Lead Securitization Note Holder’s interest
in such payment (all withheld amounts being deemed paid to such Note Holder), provided that the Lead Securitization Note
Holder shall furnish the 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)           The Non-Lead Securitization Note Holder shall and hereby agrees to indemnify the Lead Securitization Note Holder against
and hold the Lead Securitization Note Holder harmless from and against any Taxes, interest, penalties and attorneys’ fees
and disbursements arising or resulting from any failure of the Lead Securitization Note Holder to withhold Taxes from payment
made to the Non-Lead Securitization Note Holder in reliance upon any representation, certificate, statement, document or instrument
made or provided by the Non-Lead Securitization Note Holder to the Lead Securitization Note Holder in connection with the obligation
of the Lead Securitization Note Holder to withhold Taxes from payments made to Non-Lead Securitization Note Holder, it being expressly
understood and agreed that (i) the Lead Securitization Note Holder shall be absolutely and unconditionally entitled to accept
any such representation, certificate, statement, document or instrument as being true and correct in all respects and to fully
rely thereon without any obligation or responsibility to investigate or to


 






    41


     


    

 


make
any inquiries with respect to the accuracy, veracity, correctness or validity of the same and (ii) the Non-Lead Securitization
Note Holder, upon request of the Lead Securitization Note Holder and at its sole cost and expense, shall defend any claim or action
relating to the foregoing indemnification using counsel selected by the Lead Securitization Note Holder.


 


(c)           The Non-Lead Securitization Note Holder represents to the Lead Securitization Note Holder (for the benefit of the Mortgage
Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower
is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant
to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of
this Agreement, the Non-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 the Non-Lead
Securitization Note Holder is created or organized under the laws of the United States, any state thereof or the District of Columbia,
it shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder an Internal Revenue
Service Form W-9 and (ii) if the Non-Lead Securitization Note Holder is not created or organized under the laws of the United
States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower
is treated for United States income tax purposes as derived in whole or part from sources within the United States, such Note
Holder shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal
Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) 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 the Non-Lead Securitization Note or otherwise until the Non-Lead Securitization Note Holder shall have furnished
to the Lead Securitization Note Holder requested forms, certificates, statements or documents.


 


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


 


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 Holder shall use reasonable efforts, at Lead Securitization Note Holder’s
expense, to satisfy, and to cooperate with the Lead Securitization


 






    42


     


    

 


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 Holder 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 Holder 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, 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 the 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. The Non-Lead Securitization 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
Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Non-Lead Securitization
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,


 






    43


     


    

 


(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;


 


(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.     Termination and Resignation of Agent.


 


(a)           The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Note Holder.
In the event that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement
shall be terminated, other than any rights or obligations that accrued prior to the date of such termination.


 






    44


     


    

 


(b)           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. Starwood, 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 Certificate Administrator shall be deemed to have been automatically appointed
as the successor Agent under this Agreement in place of Starwood without any further notice or other action. The termination or
resignation of such Certificate Administrator, as Certificate Administrator under the Lead Securitization Servicing Agreement,
shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.


 


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


 






    45


     


    

 


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


 


[SIGNATURE
PAGE FOLLOWS]


 




    46


     


    

 


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





	 	 	 
	 	STARWOOD MORTGAGE FUNDING VI LLC, a Delaware limited liability company, as Initial Note A-1 Holder
	 	 
	 	By:	/s/ Leslie K. Fairbanks
	 	 	Name:  Leslie K. Fairbanks
	 	 	Title:    Executive Vice President
	 	 	 
	 	STARWOOD MORTGAGE FUNDING V LLC, a Delaware limited liability company, as Initial Note A-2 Holder
	 	 
	 	By:	/s/ Leslie K. Fairbanks
	 	 	Name:  Leslie K. Fairbanks
	 	 	Title:    Executive Vice President




 





Embassy Suites – Lake Buena Vista 


Signature Page to Co-Lender Agreement 







 




    


     


    

 


EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage
    Loan Borrower:	ESLBV
    PROPERTY OWNER, LLC, a Delaware limited liability company
	Date
    of Mortgage Loan:	April
    26, 2016
	Date
    of Notes:	April
    26, 2016
	Original
    Principal Amount of Mortgage Loan:	$42,000,000.00
	Principal
    Amount of Mortgage Loan as of the date hereof:	$42,000,000.00
	Initial
    Note A-1 Principal Balance:	$31,000,000.00
	Initial
    Note A-2 Principal Balance:	$11,000,000.00
	Location
    of Mortgaged Property:	Orlando,
    Florida
	Initial
    Maturity Date:	May
    6, 2026





 




    A-1


     


    

 


EXHIBIT
B


 


		1.	Initial Note A-1 Holder:



 


STARWOOD MORTGAGE FUNDING VI
LLC



Notice Address:

c/o Starwood Mortgage Capital LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Ms. Leslie K. Fairbanks

Facsimile No. (305) 695-5539


 


with a copy to:



Wells Fargo Commercial Mortgage Services

Duke Energy Center

550 South Tryon St., 12th Floor

MAC D1086-120

Charlotte, North Carolina 28202

Attention: Asset Manager – Starwood Mortgage Capital

Facsimile No.: (704) 715-0036


 




    B-1


     


    

 


		2.	Initial Note A-2 Holder:



 


(Prior to Securitization of Note
A-2):


 


STARWOOD MORTGAGE FUNDING V LLC



Notice Address:

c/o Starwood Mortgage Capital LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Ms. Leslie K. Fairbanks

Facsimile No. (305) 695-5539


 


with a copy to:



Wells Fargo Commercial Mortgage Services

Duke Energy Center

550 South Tryon St., 12th Floor

MAC D1086-120

Charlotte, North Carolina 28202

Attention: Asset Manager – Starwood Mortgage Capital

Facsimile No.: (704) 715-0036



 




    B-2


     


    

 


(Following Securitization of
Note A-2):


 


		(i)	Depositor:



 


Citigroup Commercial Mortgage
Securities Inc. 


390 Greenwich Street, 5th Floor 


New York, New York 10013 


Attention: Paul Vanderslice 


Fax number (212) 723-8599 


 


and 


 


Citigroup Commercial Mortgage
Securities Inc. 


390 Greenwich Street, 7th
Floor 


New York, New York 10013 


Attention: Richard Simpson 


Fax number (646) 328-2943 


 


and 


 


Citigroup Commercial Mortgage
Securities Inc. 


388 Greenwich Street, 17th Floor 


New York, New York 10013 


Attention: Ryan M. O’Connor 


Fax number (646) 862-8988


 


with copies to: Richard Simpson
at richard.simpson@citi.com and to Ryan M. O’Connor at ryan.m.oconnor@citi.com


 


		(ii)	Master Servicer:



 


Wells Fargo Bank, National Association 


Commercial Mortgage Servicing 


MAC D1086, 550 South Tryon Street,
14th Floor 


Charlotte, North Carolina 28202 


Attention: CGCMT 2016-C1 Asset
Manager 


Fax number: (704) 715-0036 


 


with a copy to: 




Wells Fargo Bank, National Association 


Legal Department 


301 South College Street, TW-30,
D1053-300 


Charlotte, North Carolina 28202-6000 


Attention: Commercial Mortgage
Servicing Legal Support 


Fax number: (704) 383-3663


 






    B-3


     


    




 


with a copy to:



K&L Gates LLP 


Hearst Tower 


214 North Tryon Street 


Charlotte, North Carolina 28202 


Attention: Stacy G. Ackermann 


Fax number: (704) 353-3190 


 


		(iii)	Special Servicer:



 


LNR Partners, LLC 


1601 Washington Avenue, Suite
700 


Miami Beach, Florida 33139 


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


Fax number: (305) 695-5601 


Email: tnealon@lnrproperty.com,
srivers@lnrproperty.com and jwarshaw@lnrproperty.com


 


		(iv)	Trustee:



 


Deutsche Bank Trust Company Americas 


1761 East St. Andrew Place 


Santa Ana, California, 92705-4934 


Attention: Trust Administration
– CI16C1 


Fax number (714) 247-6022 


 


		(v)	Certificate Administrator:



 


Citibank, N.A. 


388 Greenwich Street, 14th
Floor 


New York, New York 10013 


Attention: Citibank Agency &
Trust - CGCMT 2016-C1 


Fax number: (212) 816-5527 


 


		(vi)	Operating Advisor:






 


Park Bridge Lender Services LLC 


600 Third Avenue, 40th floor 


New York, New York 10016 


Attention: CGCMT 2016-C1 -- Surveillance
Manager 


 


with a copy to: cmbs.notices@parkbridgefinancial.com


 


		(vii)	Asset Representations Reviewer:



 


Park Bridge Lender Services LLC 


 






    B-4


     


    

 


600 Third Avenue, 40th floor 


New York, New York 10016 


Attention: CGCMT 2016-C1 -- Surveillance
Manager 


 


with a copy to: cmbs.notices@parkbridgefinancial.com


 




    B-5


     


    

 


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.	Fortress Investment Group
LLC



		11.	Garrison Investment Group



		12.	Goldman, Sachs & Co.



		13.	iStar Financial Inc.



		14.	J.E. Roberts Companies



		15.	Lend-Lease Real Estate Investments



		16.	LoanCore Capital



		17.	Lonestar Funds



		18.	Praedium Group



		19.	Raith Capital Partners,
LLC



		20.	Rialto Capital Management,
LLC



		21.	Rockpoint Group



		22.	Starwood Capital/Starwood
Financial Trust



		23.	Torchlight Investors



		24.	Walton Street Capital, LLC



		25.	Westbrook Partners



		26.	WestRiver Capital



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



 






    C-1