Exhibit 4.11


 


 


EXECUTION VERSION





	 



 


 


Hyatt Regency Huntington
Beach


 


AMENDED AND RESTATED CO-LENDER
AGREEMENT


 


Dated as of May 10, 2016


 


between


 


CITIGROUP GLOBAL MARKETS
REALTY CORP.


(Note A-1-1 Holder, Note
A-1-2 Holder, Note A-2 Holder and Note A-3 Holder)


 


and


 


UBS REAL ESTATE SECURITIES
INC.

(Note A-4 Holder and Note A-5 Holder)


 


	 





 






    


     

    

 


TABLE OF CONTENTS


 





	 	 	 	Page
	 	 	 	 
	1.	Definitions; Conflicts	 	2
	2.	Servicing of the Mortgage Loan	 	19
	3.	Priority of Notes	 	21
	4.	Workout	 	21
	5.	Accounts; Payment Procedure	 	22
	6.	Limitation on Liability	 	22
	7.	Representations of the Holders	 	23
	8.	Independent Analyses of each Holder	 	23
	9.	No Creation of a Partnership or Exclusive Purchase Right	 	24
	10.	Not a Security	 	24
	11.	Other Business Activities of the Holders	 	24
	12.	Transfer of Notes	 	24
	13.	Exercise of Remedies by the Servicer	 	26
	14.	Rights of the Directing Holder	 	28
	15.	Appointment of Special Servicer	 	29
	16.	Rights of the Non-Directing Holders	 	30
	17.	Advances; Reimbursement of Advances	 	31
	18.	Provisions Relating to Securitization	 	32
	19.	Governing Law; Waiver of Jury Trial	 	43
	20.	Modifications	 	43
	21.	Successors and Assigns; Third Party Beneficiaries	 	43
	22.	Counterparts	 	44
	23.	Captions	 	44
	24.	Notices	 	44
	25.	Custody of Mortgage Loan Documents / Mortgagee of Record	 	44










 



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THIS AMENDED
AND RESTATED CO-LENDER AGREEMENT (this “Agreement”), dated as of May 10, 2016, is between CITIGROUP GLOBAL
MARKETS REALTY CORP., a New York corporation (“Citi”), having an address at 390 Greenwich Street, 7th
Floor, New York, New York, as Note A-1-1 Holder, Note A-1-2 Holder, Note A-2 Holder and Note A-3 Holder, and UBS REAL ESTATE
SECURITIES INC., a Delaware corporation (“UBSRES”), having an address at 1285 Avenue of the Americas, New
York, New York 10019, as Note A-4 Holder and Note A-5 Holder.


 


W I T
N E S S E T H:


 


WHEREAS,
Citi and UBSRES have made a mortgage loan in the original principal amount of $200,000,000 (the “Mortgage Loan”)
to PCH Beach Resort, LLC, a California limited liability company (the “Borrower”), pursuant to a loan agreement
between the Borrower, as borrower, and Citi and UBSRES, as lenders, dated as of April 27, 2016, as amended by that certain First
Amendment to Loan Agreement and Note Splitter and Modification Agreement dated as of May 10, 2016 (together, the “Loan
Agreement”);


 


WHEREAS, the
Mortgage Loan is evidenced by six promissory notes, Replacement Promissory Note A-1-1 in the original principal amount of $54,000,000,
Replacement Promissory Note A-1-2 in the original principal amount of $6,000,000, Promissory Note A-2 in the original principal
amount of $40,000,000, Promissory Note A-3 in the original principal amount of $40,000,000, Promissory Note A-4 in the original
principal amount of $50,000,000 and Promissory Note A-5 in the original principal amount of $10,000,000 (“Note A-1-1”,
“Note A-1-2”, “Note A-2”, “Note A-3”, “Note A-4” and
“Note A-5”, respectively and individually, and each a “Note” and collectively the “Notes”);


 


WHEREAS, the
Mortgage Loan is secured by a first mortgage lien (the “Mortgage”) on the real property known as Hyatt Regency
Huntington Beach, located in Huntington Beach, California (the “Mortgaged Property”);


 


WHEREAS,
the Initial Note A-1-1 Holder intends, but is not bound, to sell transfer and assign all or a portion of its right, title and interest
in and to Note A-1-1 to one or more depositors who will in turn transfer the same to one or more trusts as part of the securitization
of one or more mortgage loans;


 


WHEREAS,
the Initial Note A-1-2 Holder intends, but is not bound, to sell transfer and assign all or a portion of its right, title and interest
in and to Note A-1-2 to one or more depositors who will in turn transfer the same to one or more trusts as part of the securitization
of one or more mortgage loans;


 


WHEREAS,
the Initial Note A-2 Holder intends, but is not bound, to sell transfer and assign all or a portion of its right, title and interest
in and to Note A-2 to one or more depositors who will in turn transfer the same to one or more trusts as part of the securitization
of one or more mortgage loans;


 



    


     

    

 


WHEREAS,
the Initial Note A-3 Holder intends, but is not bound, to sell transfer and assign all or a portion of its right, title and interest
in and to Note A-3 to one or more depositors who will in turn transfer the same to one or more trusts as part of the securitization
of one or more mortgage loans;


 


WHEREAS,
the Initial Note A-4 Holder intends, but is not bound, to sell transfer and assign all or a portion of its right, title and interest
in and to Note A-4 to one or more depositors who will in turn transfer the same to one or more trusts as part of the securitization
of one or more mortgage loans;


 


WHEREAS,
the Initial Note A-5 Holder intends, but is not bound, to sell transfer and assign all or a portion of its right, title and interest
in and to Note A-5 to one or more depositors who will in turn transfer the same to one or more trusts as part of the securitization
of one or more mortgage loans;


 


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


 


NOW, THEREFORE,
in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto mutually agree as follows:


 


1.          Definitions;
Conflicts. References to a “Section” or the “recitals” are, unless otherwise specified, to a Section
or the recitals of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto
in the Servicing Agreement. To the extent of any inconsistency between this Agreement and the Servicing Agreement, this Agreement
shall control. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below unless the
context clearly requires otherwise.


 


“Accelerated
Mezzanine Loan” shall mean any mezzanine loan (secured by a pledge of the direct (or indirect) equity interests in the
Mortgagor) related to the Mortgage Loan if such mezzanine loan either (i) has been accelerated, or (ii) is the subject of foreclosure
proceedings against the related collateral for such mezzanine loan.


 


“Acceptable
Insurance Default” shall have the meaning assigned to such term or analogous term in the Servicing Agreement.


 


“Advance”
shall mean any P&I Advance or Property Advance made with respect to any of the Notes, the Mortgage Loan or the Mortgaged Property
pursuant to the Note A-1-1 PSA, the Note A-1-2 PSA, the Note A-2 PSA, the Note A-3 PSA, the Note A-4 PSA or the Note A-5
PSA.


 


“Affiliate”
shall mean, (i) prior to the occurrence of the Lead Securitization, with respect to any specified Person, (a) any other Person
controlling or controlled by or under


 



    	-2-



     

    

 


common control with such specified
Person (each, a “Common Control Party”), (b) any other Person owning, directly or indirectly, ten percent (10%)
or more of the beneficial interests in such Person or (c) any other Person in which such Person or a Common Control Party owns,
directly or indirectly, ten percent (10%) or more of the beneficial interests (and, for the purposes of the definition in this
clause (i), “control” when used with respect to any specified Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting securities, by contract, relation to individuals
or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing),
and (ii) following the occurrence of the Lead Securitization, shall have the meaning assigned thereto in the Lead Securitization
Servicing Agreement.


 


“Agreement”
shall mean this Co-Lender Agreement, the exhibits and schedules hereto, and all amendments hereof and supplements hereto.


 


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


 


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


 


“Borrower
Party” shall mean (i) prior to the occurrence of the Lead Securitization, either (a) the Borrower, any other Mortgagor
or the manager of the Mortgaged Property or any Affiliate of any of the foregoing or (b) a holder or beneficial owner of any Accelerated
Mezzanine Loan or any Affiliate of any of the foregoing, and (ii) following the occurrence of the Lead Securitization, shall have
the meaning assigned to the term “Borrower Restricted Party” or “Borrower Party”, as applicable, in the
Lead Securitization Servicing Agreement.


 


“Business Day” shall have the meaning assigned
to such term in the Servicing Agreement.


 


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


 


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


 


“Certificate
Administrator Fees” shall have the meaning given to such term or an analogous term in the Note A-1-1 PSA, the Note A-1-2
PSA, the Note A-2 PSA, the Note A-3 PSA, the Note A-4 PSA or the Note A-5 PSA.


 


“Certificates” shall mean any securities
issued in connection with the Note A-1-1 Securitization, the Note A-1-2 Securitization, the Note A-2 Securitization, the Note
A-3 Securitization, the Note A-4 Securitization or the Note A-5 Securitization.


 



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“Citi” shall
have the meaning assigned to such term in the introductory paragraph of this Agreement.


 


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


 


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


 


“Collection Account”
shall mean the “collection account” or sub-account thereof, established under the Servicing Agreement for the purpose
of servicing the Mortgage Loan.


 


“Commission” shall have the meaning
assigned to such term in Section 18(g)(ix).


 


“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 by,”
“controlling” and “under common control with” shall have the respective correlative meaning thereto.


 


“Custodian” shall mean the custodian under
the Lead Securitization Servicing Agreement.


 


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


 


“Defaulted
Mortgage Loan” shall mean the Mortgage Loan in the event that the Mortgage Loan is delinquent at least 60 days in
respect of its Monthly Payments or more than 60 days in respect of its balloon payment, in either case to be determined
without giving effect to any grace period permitted by the Mortgage Loan Documents and without regard to any acceleration of
payments under the Mortgage Loan Documents.


 


“Depositor”
shall mean (i) with respect to the Note A-1-1 Securitization, the depositor under the Note A-1-1 PSA, (ii) with respect to the
Note A-1-2 Securitization, the depositor under the Note A-1-2 PSA, (iii) with respect to the Note A-2 Securitization, the depositor
under the Note A-2 PSA, (iv) with respect to the Note A-3 Securitization, the depositor under the Note A-3 PSA, (v) with respect
to the Note A-4 Securitization, the depositor under the Note A-4 PSA and (vi) with respect to the Note A-5 Securitization, the
depositor under the Note A-5 PSA.


 


“Directing
Holder” shall mean the Holder of Note A-1-1 or, if the Note A-1-1 is included in a Securitization, the holders of Certificates
issued in connection with such Securitization representing the specified interest in the class of Certificates designated as the
“Controlling Class” or the duly appointed representative of the holders of such Certificates or such other party that
the Note A-1-1 Holder grants the right to exercise the rights granted to the Directing Holder in this Agreement; provided,
that no Borrower Party shall be entitled to act as Directing Holder.


 



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“Draft
PSA” shall mean, collectively, the latest draft pooling and servicing agreement distributed in connection with the CGCMT
2016-C1 securitization transaction as of the date of this Agreement, updated prior to the closing date of the CGCMT 2016-C1 securitization
transaction to (i) conform to the pooling and servicing agreement executed in connection with the CGCMT 2015-GC33 securitization
transaction (to the extent requested by the CGCMT 2016-C1 b-piece buyer or related deal parties) and (ii) incorporate Rating Agency
comments.


 


“Event of Default” shall mean an “Event
of Default” as defined in the Loan Agreement.


 


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


 


“Excluded Amounts” shall mean:


 


(i)          proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Borrower
in accordance with the terms of the Mortgage Loan Documents;


 


(ii)         amounts
required to be deposited in reserve or escrow pursuant to the Mortgage Loan Documents; and


 


(iii)        amounts that are then due and payable pursuant to the Servicing Agreement to the parties to the Servicing Agreement, including,
without limitation, Servicing Fees, Special Servicing Fees, if applicable, reimbursement of costs and expenses, reimbursement of
Property Advances and interest thereon at the Reimbursement Rate;


 


provided, however, that Excluded
Amounts shall not include (A) any amounts received in respect of any P&I Advances (and interest thereon), (B) any Servicing
Fees due to the Master Servicer in excess of the Servicing Fee calculated at the “primary servicing fee rate” set forth
in the Servicing Agreement and (C) any Trustee Fees, Certificate Administrator Fees or Operating Advisor Fees.


 


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


 


“Hazardous
Materials” shall mean any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including,
without limitation, those so identified pursuant to the Comprehensive Environmental Response, Compensation, and Liability
Act, 42 U.S.C. § 9601 et seq., or any other environmental laws now existing, and specifically including,
without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls (“PCBs”), radon
gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being “in inventory,”
“usable work in process” or similar classification which would, if classified as unusable, be included in the
foregoing definition.


 


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


 



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“Initial Note
A-1-1 Holder” shall have the meaning assigned to such term in Section 18(a).


 


“Initial Note
A-1-2 Holder” shall have the meaning assigned to such term in Section 18(b).


 


“Initial Note A-2 Holder” shall have the
meaning assigned to such term in Section 18(c).


 


“Initial Note A-3 Holder” shall have the
meaning assigned to such term in Section 18(d).


 


“Initial Note A-4 Holder” shall have the
meaning assigned to such term in Section 18(e).


 


“Initial Note A-5 Holder” shall have the
meaning assigned to such term in Section 18(f).


 


“Initial
Note Holder” shall mean each of the Initial Note A-1-1 Holder, the Initial Note A-1-2 Holder, the Initial Note A-2
Holder, the Initial Note A-3 Holder, the Initial Note A-4 Holder and the Initial Note A-5 Holder (each as defined in Section
18 of this Agreement).


 


“Intervening
Trust Vehicle” shall mean, with respect to any Securitization Vehicle that is a CLO, a trust vehicle or entity which
holds Note A-1-1, Note A-1-2, Note A-2, Note A-3, Note A-4 or Note A-5 as collateral securing (in whole or in part) any obligation
or security held by such Securitization Vehicle as collateral for the CLO.


 


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


 


“Lead Note” shall mean:


 


(i) during the period from and after the earliest
of (a) the Note A-1-2 Securitization Date, (b) the Note A-2 Securitization Date, (c) the Note A-3 Securitization Date, (d)
the Note A-4 Securitization Date and (e) the Note A-5 Securitization Date, and prior to the Note A-1-1 Securitization Date, the
Note with the earliest Securitization Date; and


 


(ii) immediately upon the occurrence of and following
the Note A-1-1 Securitization Date, Note A-1-1.


 


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


 


“Lead Securitization” shall mean:


 


(i) during the period from and after the earliest
of (a) the Note A-1-2 Securitization Date, (b) the Note A-2 Securitization Date, (c) the Note A-3 Securitization Date, 


 






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(d) the Note A-4 Securitization Date and (e) the
Note A-5 Securitization Date, and prior to the Note A-1-1 Securitization Date, the Securitization with the earliest
Securitization Date; and


 


(ii) immediately upon
the occurrence of and following the Note A-1-1 Securitization Date, the Note A-1-1 Securitization.


 


“Lead Securitization Date” shall
mean the closing date of the Lead Securitization.


 


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


 


“Lead Securitization Servicing Agreement”
shall mean:


 


(i) during the period from and after the earliest
of (a) the Note A-1-2 Securitization Date, (b) the Note A-2 Securitization Date, (c) the Note A-3 Securitization Date, (d)
the Note A-4 Securitization Date and (e) the Note A-5 Securitization Date, and prior to the Note A-1-1 Securitization Date, the
PSA related to the Securitization with the earliest Securitization Date; and


 


(ii) immediately upon
the occurrence of and following the Note A-1-1 Securitization Date, the Note A-1-1 PSA.


 


“Lead Servicer”
shall mean the servicer and/or special servicer designated under the Lead Securitization Servicing Agreement.


 


“Liquidation Proceeds”
shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


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


 


“Loan
Combination Custodial Account” shall mean the “Loan Combination Custodial Account” or analogous account established
for the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement.


 


“Major
Decision” shall have the meaning given to such term or any analogous term in the Lead Securitization Servicing Agreement;
provided that, at any time that none of Note A-1-1, Note A-1-2, Note A-2, Note A-3, Note A-4 or Note A-5 is included in the Lead
Securitization, “Major Decision” shall mean, any of the following,


 


(i)          
any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership
of properties securing the Mortgage Loan as come into and continue in default;


 


(ii)          any modification, consent to a modification or waiver of a monetary term or material non-monetary term (including, without limitation,
the timing of payments and acceptance of discounted payoffs but excluding Penalty Charges) of the Mortgage Loan or any extension
of the Maturity Date of the Mortgage Loan;


 



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(iii)         any sale of the Defaulted Mortgage Loan or REO Property (other than in connection with the termination of the Lead Securitization
Trust) for less than the applicable Repurchase Price (as defined in the Servicing Agreement);


 


(iv)         any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous
Materials located at an REO Property;


 


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


 


(vi)         any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or any consent
to such waiver or consent to a transfer of the Mortgaged Property or interests in the Borrower or consent to the incurrence of
additional debt, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under
the Loan Agreement;


 


(vii)        any property management company or property management agreement changes (with respect to the Mortgage Loan (i) with an unpaid
principal balance greater than $2,500,000 or (ii) where the successor property manager is affiliated with the Borrower) or franchise
changes with respect to the Mortgage Loan for which the lender is required to consent or approve under the Mortgage Loan Documents;


 


(viii)       releases of any escrows, reserve accounts or letters of credit held as performance escrows or reserves other than those required
pursuant to the specific terms of the Mortgage Loan Documents and for which there is no material lender discretion;


 


(ix)         any acceptance of an assumption agreement releasing the Borrower from liability under the Mortgage Loan other than pursuant to
the specific terms of the Mortgage Loan Documents and for which there is no lender discretion;


 


(x)          any determination of an Acceptable Insurance
Default;


 


(xi)         the determination of the Special Servicer to transfer the Mortgage Loan to special servicing due to an imminent default;


 


(xii)        any acceleration of the Mortgage Loan following a default or an event of default or any initiation of judicial, bankruptcy or similar
proceedings under the Mortgage Loan Documents or with respect to the Borrower or Mortgaged Property; and


 


(xiii)       any modification, waiver or amendment of an intercreditor agreement, co-lender agreement, participation agreement or similar agreement
with any mezzanine lender, holder of a Note or other subordinate debt holder related to the Mortgage Loan, or an action to enforce
rights with respect thereto, in each case, in a manner that materially and adversely affects the holders of the Lead Note.


 



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“Master
Servicer” shall mean the master servicer under the Servicing Agreement and any successor thereunder.


 


“Master
Servicer Remittance Date” shall mean, with respect to each Non-Lead Note, (i) prior to the related Non-Lead Securitization,
the “master servicer remittance date” as such term is defined in the applicable Servicing Agreement, and (ii) from
and after the related Non-Lead Securitization, the earlier of (x) the “master servicer remittance date” as such term
is defined in the Lead Securitization Servicing Agreement, and (y) the business day following the “determination date”
as such term or a similar term is defined in the related Non-Lead Securitization Servicing Agreement, in each case above in this
definition as long as such date is at least one Business Day after receipt of the scheduled Monthly Payment in each month.


 


“Maturity Date” shall have the meaning
assigned to such term in Exhibit A.


 


“Monthly
Payment” with respect to any period shall mean all amounts due and payable to any Holder or Holders during such period
in accordance with 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
Interest Rate” shall mean the Mortgage Interest Rate set forth in the Mortgage Loan Schedule with respect to each of
Note A-1-1, Note A-1-2, Note A-2, Note A-3, Note A-4 and Note A-5.


 


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


 


“Mortgage Loan Documents” shall
mean the Mortgage, the Loan Agreement, the Notes, and all other documents evidencing or securing the Mortgage Loan.


 


“Mortgage
Loan Principal Balance” shall mean, at any date of determination, the aggregate outstanding principal balance of the
Notes evidencing the Mortgage Loan.


 


“Mortgage
Loan Schedule” shall mean the schedule in the form attached hereto as Exhibit A, which schedule sets forth certain
information regarding the Mortgage Loan and the Notes.


 


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


 


“Non-Directing
Holders” shall mean the Holder(s) of more than a fifty percent (50%) percentage interest in any Note other than Note
A-1-1, and if such Note has been included in a Securitization, the holders of Certificates representing the specified interest
in the class of Certificates designated as the “controlling class” or the duly appointed representative of the


 



    	-9-



     

    

 


holders of such Certificates
or such other party otherwise entitled under each Non-Lead Securitization Servicing Agreement to exercise the rights granted to
the related Non-Directing Holder in this Agreement. If a Non-Lead Note is not in a Securitization, the Non-Directing Holder with
respect to such Note will be the then-current Holder of such Note.


 


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


 


“Non-Lead
Certificate Administrator” shall mean the applicable certificate administrator or other analogous term under any Non-Lead
Securitization Servicing Agreement.


 


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


 


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


 


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


  


“Non-Lead Note Holders” shall mean each Holder
other than the Lead Note Holder.


  


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


 





“Non-Lead
Securitization Servicing Agreement” shall mean each PSA other than the Lead Securitization Servicing Agreement.


 


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


 


“Non-Lead
Sponsor” shall mean, with respect to any Non-Lead Note, the related Holder that acts as the sponsor with respect to such
Non-Lead Note in connection with the related Non-Lead Securitization.


 


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


 


“Nonrecoverable Advance” shall
have the meaning ascribed to such term in the Servicing Agreement.


 


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


 


“Note A-1-1 Holder” shall mean Citi
or any subsequent holder of Note A-1-1.


 


“Note A-1-1 Principal
Balance” shall mean, at any time of determination, the initial Note A-1-1 Principal Balance as set forth in the Mortgage
Loan Schedule, less any


 



    	-10-



     

    

 


payments of principal thereon received by the Note
A-1-1 Holder and any reductions in such amount pursuant to Section 4.


 


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


 


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


 


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


 


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


 


“Note A-1-2” shall have the meaning
assigned such term in the recitals.


 


“Note A-1-2 Holder” shall mean Citi
or any subsequent holder of Note A-1-2.


 


“Note
A-1-2 Principal Balance” shall mean, at any time of determination, the initial Note A-1-2 Principal Balance as set forth
in the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-1-2 Holder and any reductions in such
amount pursuant to Section 4.


 


“Note
A-1-2 PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-1-2
Securitization.


 


“Note
A-1-2 Securitization” shall mean the first sale by the Note A-1-2 Holder of all or a portion of Note A-1-2 to a depositor
who will in turn include all or such portion of Note A-1-2 (as applicable) as part of the securitization of one or more mortgage
loans.


 


“Note A-1-2 Securitization Date” shall mean
the closing date of the Note A-1-2 Securitization.


 








“Note A-1-2 Trust Fund” shall mean the trust
formed pursuant to the Note A-1-2 PSA.


 








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


 


“Note A-2 Holder” shall mean Citi
or any subsequent holder of Note A-2.


 


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


 



    	-11-



     

    

 


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


 


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


 


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


 


“Note A-2 Trust Fund” shall mean the trust
formed pursuant to the Note A-2 PSA.


 


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


 


“Note A-3 Holder” shall mean Citi
or any subsequent holder of Note A-3.


 


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


 


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


 


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


 


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


 


“Note A-3 Trust Fund” shall mean the trust
formed pursuant to the Note A-3 PSA.


 


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


 


“Note A-4 Holder” shall mean UBSRES
or any subsequent holder of Note A-4.


 


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


 


“Note A-4 PSA”
shall mean the “pooling and servicing agreement” entered into in connection with the Note A-4 Securitization.


 



    	-12-



     

    

 


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


 


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


  


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


 


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


 


“Note A-5 Holder” shall mean UBSRES
or any subsequent holder of Note A-5.


 


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


 


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


 


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


 


“Note A-5 Securitization Date” shall mean
the closing date of the Note A-5 Securitization.





 


“Note A-5 Trust Fund” shall mean the trust
formed pursuant to the Note A-5 PSA.


 


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


 


“Operating Advisor”
shall mean the operating advisor under the Lead Securitization Servicing Agreement.


 


“Operating
Advisor Fees” shall have the meaning given to such term or an analogous term in each of the Note A-1-1 PSA, the Note
A-1-2 PSA, the Note A-2 PSA, the Note A-3 PSA, the Note A-4 PSA and the Note A-5 PSA.


 


“P&I
Advance” shall mean an advance made by a party to the Note A-1-1 PSA, the Note A-1-2 PSA, the Note A-2 PSA, the Note
A-3 PSA, the Note A-4 PSA and the Note A-5


 


PSA, as applicable, with respect to a delinquent monthly
debt service payment on the Notes included in the related Securitization.


 


“Penalty
Charges” shall mean any amounts collected from the Borrower or with respect to the Mortgage Loan or the Mortgaged Property
that represent default charges, penalty


 



    	-13-



     

    

 


charges, late fees and/or default interest, but
excluding any yield maintenance charge or prepayment premium.


 


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


 


“Person”
shall mean any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political subdivision thereof.


 


“Property
Advance” shall mean an advance made in respect of property protection expenses or expenses incurred to protect, preserve
and enforce the security for the Mortgage Loan or to pay taxes and assessments or insurance premiums with respect to the Mortgaged
Property.


 


“Pro
Rata and Pari Passu Basis” shall mean with respect to the Notes and each Holder, (i) for purposes of allocating payments
of interest among the Notes, each Note or Holder, as the case may be, is allocated its respective pro rata share based on
the interest accrued on such Note at the respective Mortgage Interest Rate of such Note based on the outstanding principal balance
of such Note and (ii) for all other purposes, the allocation of any particular payment, collection, cost, expense, liability or
other amount between such Notes or such Holders, as the case may be, without any priority of any such Note or any such Holder over
another Note or Holder, as the case may be, and in any event such that each Note or Holder, as the case may be, is allocated its
respective pro rata share based on the outstanding principal balance of its Note in relation to the outstanding principal
balance of the entire Mortgage Loan of such particular payment, collection, cost, expense, liability or other amount.


 


“PSA”
shall mean each of the Note A-1-1 PSA, Note A-1-2 PSA, Note A-2 PSA, Note A-3 PSA, the Note A-4 PSA and Note A-5 PSA.


 


“Qualified
Servicer” shall mean (i) Wells Fargo Bank, National Association, (ii) Midland Loan Services, a Division of PNC Bank,
National Association, (iii) KeyBank National Association or (iv) any nationally recognized commercial mortgage loan servicer (1)
rated at least “CSS3,” in the case of a special servicer, or at least “CMS2,” in the case of a master servicer,
by Fitch, (2) on the S&P Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special
Servicer, as applicable, (3) as to which neither Moody’s nor KBRA has cited servicing concerns of such 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 any CMBS transaction rated by Moody’s or KBRA, as applicable,
and serviced by such servicer prior to the time of determination, (4) that (i) during the 12-month period prior to the date of
determination, acted as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization rated
by Morningstar and (ii) Morningstar has not qualified, downgraded or


 






    	-14-



     

    

  


withdrawn the then-current
rating or ratings of one or more classes of such certificates citing servicing concerns with the servicer or special servicer,
as applicable, as the sole or material factor in such rating action and (5) that is then currently acting as servicer in a CMBS
transaction rated by DBRS and as to which DBRS has not cited servicing concerns of such 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 any securities issued in such transaction that are rated by DBRS. For purposes of this definition,
for so long as any Note is included in a Securitization, the ratings or actions of any Rating Agency that is not rating such Securitization(s)
shall not be considered.


 


“Qualified Transferee”
shall mean an Affiliate of Citi or UBSRES, or one or more of the following (other than any Borrower Party):


 


(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 or 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, which regularly engages in the business of making or owning investments of
types similar to the Mortgage Loan; or


 


(iii)         an institution substantially similar to any of the foregoing entities described in clauses (i) or (ii) above; or


 


(iv)         any entity Controlled by or under common Control or Controlling any of the entities described in clauses (i), (ii) or (iii) above;
or


 


(v)          a Qualified Trustee (or, in the case of a CLO, a single purpose bankruptcy-remote entity that contemporaneously pledges its interest
in a Note to a Qualified Trustee) in connection with (A) a securitization of, (B) the creation of collateralized loan (or debt)
obligations (“CLO”) secured by, or (C) a financing through an “owner trust” of, any interest in
a Note (any of the foregoing, a “Securitization Vehicle”), provided that either (1) one or more classes
of securities issued by such Securitization Vehicle is initially rated at least investment grade by at least two (2) of the Rating
Agencies engaged to assign ratings to classes of securities issued in connection with the applicable Securitization of the applicable
Note; (2) in the case of a Securitization Vehicle that is not a CLO, the special servicer for the Securitization Vehicle is a Qualified
Servicer at the time of transfer; or (3) in the case of a Securitization Vehicle that is a CLO, the CLO Asset Manager and, if applicable,
each Intervening Trust Vehicle that is not administered and managed by a CLO Asset Manager that is a Qualified Transferee, is a
Qualified Transferee under clause (i), (ii), (iii) or (iv) of this definition; or


 



    	-15-



     

    

 


(vi)         an investment fund, limited liability company, limited partnership or general partnership in which a Permitted Fund Manager acts
as the general partner, managing member, or the fund manager responsible for the day to day management and operation of such investment
vehicle, provided that greater than fifty percent (50%) of the equity interests in such investment vehicle are owned, directly
or indirectly, by one or more entities that are otherwise Qualified Transferees;


 


which, in the case of each
of clauses (i), (ii), and (iii) of this definition, has at least $650,000,000 in total assets (in name or under management) and
(except with respect to a pension advisory firm or similar fiduciary) at least $250,000,000 in capital/statutory surplus or shareholders’
equity, and is regularly engaged in the business of making or owning commercial real estate loans or commercial loans similar to
the Mortgage Loan.


 


“Qualified
Trustee” shall mean (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 $100,000,000 and subject to supervision
or examination by federal or state authority or (ii) an institution whose long-term senior unsecured debt is then rated in one
of the top three rating categories of each of the 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 Holder to rate the securities issued in connection with the Securitization
of the related Note; provided, however, that, unless specified otherwise, at any time during which any Note is an
asset of a Securitization, “Rating Agencies” or “Rating Agency” shall mean only those rating
agencies that are engaged by the applicable Depositor from time to time to rate the securities issued in connection with such Securitization.


 


“Rating
Agency Confirmation” shall mean each of the applicable Rating Agencies shall have confirmed in writing that the occurrence
of the event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or
withdrawal of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In the
event that no Certificates are outstanding, any action that would otherwise require a Rating Agency Confirmation shall require
the consent of the Directing Holder (unless it is a Borrower Party), which consent shall not be unreasonably withheld, conditioned
or delayed.


 


For the purposes
of this Agreement, if any Rating Agency (1) waives, declines or refuses, in writing, 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, or (2) does not reply to such request
or responds in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for
Rating Agency Confirmation and the related timing, notice and other applicable provisions set forth in the Note


 



    	-16-



     

    


 


A-1-1 PSA, the Note A-1-2 PSA, the Note A-2 PSA, the Note A-3
PSA, the Note A-4 PSA and the Note A-5 PSA have been satisfied, then for such request only, the condition that such confirmation
by such Rating Agency (only) be obtained will be deemed not to apply for purposes of this Agreement. For purposes of clarity, any
such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed
a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder
and the condition for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless
of any previous waiver, declination or refusal to review or otherwise engage in such prior request.


 


“Regulation AB” shall
mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may
be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter be from time to
time provided by the Commission or by the staff of the Commission, in each case as effective from time to time as of the compliance
dates specified therein.


 


“Reimbursement Rate”
shall have the meaning assigned to such term or the term “Advance Rate” or an analogous term in the Servicing Agreement.


 


“REMIC” shall have the
meaning assigned to such term in Section 2(g).


 


“REO Property” shall
mean the Mortgaged Property, title to which has been acquired by the Servicer on behalf of (or other Person designated by) the
Holders through foreclosure, deed in lieu of foreclosure or otherwise.


 


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


 


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


 


“Securitization Date”
shall mean, with respect to a Securitization, the effective date on which such Securitization is consummated.


 


“Securitization Servicing Agreement”
shall mean the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as the context may require.


 


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


 


“Servicer” shall mean
(i) the Master Servicer with respect to a non-Specially Serviced Mortgage Loan and the Special Servicer with respect to a Specially
Serviced Mortgage Loan, or (ii) with respect to a specific function, right or obligation as to which the Servicing Agreement designates
the Master Servicer or the Special Servicer, the party so designated, as applicable, pursuant to the Servicing Agreement.


 






    	-17-



     

    

 


“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 Agreement”
shall mean (a) prior to the occurrence of the Lead Securitization, that certain Interim Servicing Agreement, dated as of February
26, 2004 and as amended as of the date hereof, between Citigroup, as owner, and Wells Fargo Bank, National Association (as successor
to Wachovia Bank, National Association), as servicer, and any replacement servicing agreement entered into with any successor interim
servicer appointed by the Note A-1-1 Holder, and (b) following the occurrence of the Lead Securitization, the applicable Lead Securitization
Servicing Agreement; provided that in the event the Lead Note is no longer an asset of the trust fund created pursuant to
the Servicing Agreement, the term “Servicing Agreement” shall refer to the subsequent servicing agreement entered into
pursuant to Section 2.


 


“Servicing Fee” shall
mean the fee of the Master Servicer pursuant to the terms of the Servicing Agreement, which will generally be calculated as the
product of (i) the Servicing Fee Rate and (ii) the Note A-1-1 Principal Balance, the Note A-1-2 Principal Balance, the Note A-2
Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance, as applicable,
as of the date of determination.


 


“Servicing Fee Rate”
shall have the meaning applied to such term in the Servicing Agreement, being the rate per annum (which shall consist of the primary
servicing fee rate) which, when applied to the Note A-1-1 Principal Balance, the Note A-1-2 Principal Balance, the Note A-2 Principal
Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance, as applicable, will
determine the primary servicing fee payable to the Master Servicer under the Servicing Agreement.


 


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


 


“Servicing Transfer Event”
shall mean any of the events specified in the Servicing Agreement, whereby the servicing of the Mortgage Loan is required to be
transferred to the Special Servicer from the Master Servicer.


 


“Special Servicer” shall
mean the special servicer of the Mortgage Loan as appointed under the terms of this Agreement and the Servicing Agreement, or any
successor special servicer appointed as provided thereunder.


 


“Special Servicing Fee”
shall have the meaning given to such term or an analogous term in the Servicing Agreement; provided that under no circumstances
shall the Special Servicing Fee exceed 0.2500% per annum (25 basis points) of the outstanding principal balance of the Mortgage
Loan, subject to any applicable minimum Special Servicing Fee set forth in the Lead Securitization Servicing Agreement (which shall
not exceed $3,500 per month).


  




    	-18-



     

    

 


“Specially Serviced Mortgage Loan”
shall mean the Mortgage Loan during the period it is serviced by the Special Servicer following a Servicing Transfer Event.


 


“Transfer” shall mean
any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance of a participation
interest, or other disposition, either directly or indirectly, by operation of law or otherwise.


 


“Trust Fund” shall mean
each of the Note A-1-1 Trust Fund, the Note A-1-2 Trust Fund, the Note A-2 Trust Fund, the Note A-3 Trust Fund, the Note A-4 Trust
Fund and the Note A-5 Trust Fund.


 


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


 


“Trustee Fee” shall have
the meaning given to such term or an analogous term in each of the Note A-1-1 PSA, the Note A-1-2 PSA, the Note A-2 PSA, the Note
A-3 PSA, the Note A-4 PSA and the Note A-5 PSA.


 


“UBSRES” shall have the
meaning assigned to such term in the introductory paragraph of this Agreement.


 


2.          Servicing of the Mortgage Loan.
(a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall
be serviced pursuant to the terms of this Agreement and the applicable Servicing Agreement.


 


(b)        Prior to the closing of a Lead Securitization,
all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit
D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set
forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement
shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary
for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating
to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating
Agencies rating any Securitization.


 


(c)         Subject to the terms and conditions
of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, to the
appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special
Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect
to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the
Lead Securitization, the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such 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 Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such
Servicing Agreement).


 






    	-19-



     

    

 


(d)          If, at any time the Lead Note is no
longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement
that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation
from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein
to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however,
that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the
Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously
in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan;
provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing
of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed
by the service providers set forth under the Servicing Agreement that was previously in effect.


 


(e)          Notwithstanding anything to the contrary
contained herein (including Sections 4 and 13(a)), each Servicing Agreement shall provide that the Servicer shall
be required to service and administer the Mortgage Loan in accordance with the Servicing Standard as set forth in such Servicing
Agreement, and any Holder who is not a Borrower Party shall be deemed a third-party beneficiary of such provisions of the Servicing
Agreement. It is understood that any Non-Lead Note Holder may separately appoint a servicer for its Non-Lead Note, by itself or
together with other assets, but any such servicer will have no responsibility hereunder and shall be compensated solely by the
applicable Non-Lead Note Holder from funds payable to it hereunder or otherwise.


 


(f)          The Holders acknowledge that the Servicer
is to comply with this Agreement, the Servicing Agreement and the Mortgage Loan Documents in connection with the servicing of the
Mortgage Loan.


 


(g)         If any Note is included as an asset
of a real estate mortgage investment conduit (a “REMIC”), within the meaning of Section 860D(a) of the Code,
then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall be administered such that the
Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code, (ii) any real property (and related personal property) acquired by or on behalf of the 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 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 Borrower,
or exercise or refrain from exercising any powers or rights that the 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
that includes any Note (or any portion thereof). Each Holder agrees that the provisions of this paragraph shall be effected by
compliance with any REMIC provisions in the Servicing Agreement relating to the administration of the Mortgage Loan.


 






    	-20-



     

    

 


(h)        In the event that one of the Notes is
included in a REMIC, the other Holders shall not be required to reimburse such Holder or any other Person for payment of any taxes
imposed on such REMIC or Advances therefor or for any interest on such Advance or for deficits in other items of disbursement or
income resulting from the use of funds for payment of any such taxes, nor shall any disbursement or payment otherwise distributable
to the other Holders be reduced to offset or make-up any such payment or deficit.


 


3.          Priority of Notes. Each Note shall
be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security
therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage
Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter
of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies
or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed
by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis.


 


The Servicing Agreement shall provide for
the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee
or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties
to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred with respect to
the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except
that, for so long as a Note is not included in a Securitization, any Penalty Charges allocated to such Note that are not applied
pursuant to clauses (i) through (iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer
and/or the Special Servicer without the express consent of such Holder.


 


Upon the occurrence of the Lead Securitization
as to which any such proceeds are received, any proceeds received from the sale of the primary servicing rights with respect to
the Mortgage Loan shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. Upon the
occurrence of the final Securitization, the aggregate proceeds received from the sale of the master servicing rights in each respective
Securitization with respect to the applicable Note(s) being securitized shall be allocated to the Holders on a Pro Rata and Pari
Passu Basis, and a net payment shall be made from any Holder that has received proceeds in excess of, to any Holder that has received
less than, its allocable share of such proceeds.


 


4.          Workout.
Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement
and Section 13 and (prior to the occurrence of a Lead Securitization) Exhibit D of this Agreement, and the obligation to
act in accordance with the Servicing Standard, if the Lead 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 Mortgage Loan Principal
Balance is decreased, (ii) the Mortgage 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


 






    	-21-



     

    

 


shall not alter, and any modification of the Mortgage Loan Documents
shall be structured to preserve, the equal priorities of the Notes as described in Section 3.


 


5.          Accounts; Payment Procedure. The
Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts,
as applicable. Each of the Note A-1-1 Holder, the Note A-1-2 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder
and the Note A-5 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof,
and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period
specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable
Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to
and allocable to its respective Non-Lead Note, by wire transfer to the account maintained by such Non-Lead Note Holder; provided
that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by
the Master Servicer to such accounts within the time period specified in the Servicing Agreement.


 


If any Servicer holding or having distributed
any amount received or collected in respect of a Note determines, or a court of competent jurisdiction orders, at any time that
any amount received or collected in respect of such Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference
or similar law, be returned to the Borrower or paid to the related Holder, or any Servicer or paid to any other Person, then, notwithstanding
any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to such Holder, and such
Holder shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to such
Holder together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the
other Holders, any Servicer or such other person or entity with respect thereto. Each of the Holders 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 will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder
from a Holder with respect to the Mortgage Loan against any future payments due to such Holder under the Mortgage Loan, provided,
that the obligations of each Holder under this Section 5 are separate and distinct obligations from one another and in no
event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Holders under this
Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party
beneficiary of these provisions.


 


6.          Limitation on Liability. Subject
to the terms of the Servicing Agreement, no Holder (including the Master Servicer or the Special Servicer on its behalf) shall
have any liability to any other Holder with respect to any Note, except (1) with respect to the Advance reimbursement provisions
set forth in Section 17 and (2) with respect to losses actually suffered due to the negligence, willful misconduct or material
breach of this Agreement on the part of such Holder (including the Master Servicer or the Special Servicer on its behalf, and the
Master Servicer’s or Special Servicer’s liability is further limited as set forth in the Servicing Agreement; which,
for the avoidance of doubt, shall not reduce the obligation of such parties to act in accordance with the Servicing Standard).


 






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7.          Representations
of the Holders. (a) Each of the Initial Note Holders hereby represents and warrants to, and covenants with, each other Holder
that, as of the date hereof:


 


(i)          It is duly organized, validly existing
and in good standing under the laws of the State under which it is organized.


 


(ii)        The execution and delivery of this
Agreement by such Holder, and performance of, and compliance with, the terms of this Agreement by such Holder, will not violate
its organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute
a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable
to it or any of its assets, in each case which materially and adversely affect its ability to carry out the transactions contemplated
by this Agreement.


 


(iii)        Such Holder has the full power and
authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery
and performance of this Agreement and has duly executed and delivered this Agreement.


 


(iv)       This Agreement is the legal, valid
and binding obligation of such Holder enforceable against such 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.


 





(v)        It has the right to enter into this Agreement without
the consent of any third party.


 


(vi)       It is the holder of its respective Note for its own account in the ordinary course of its business.








 


(vii)       It has not dealt with any broker,
investment banker, agent or other person, that may be entitled to any commission or compensation in connection with the consummation
of any of the transactions contemplated hereby.


 


(viii)      It is a Qualified Transferee.


 


8.          Independent Analyses of each Holder.
Each Holder acknowledges that, except for the representations made in Section 7, it has, independently and without reliance
upon any other Holders and based on such documents and information as such Holder has deemed appropriate, made its own credit analysis
and decision to purchase or originate its respective Note. Each Holder hereby acknowledges that the other Holders shall have no
responsibility for (i) the collectability of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the
Mortgage Loan Documents or the title insurance policy or policies or any survey furnished


 






    	-23-



     

    

 


or to be furnished in connection with the origination of the
Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents,
or (iv) the financial condition of the Borrower.


 


9.          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 between
any Holder (or any servicer or trustee on its behalf) and any other Holder a partnership, association, joint venture or other entity.
Each Holder (or any servicer or trustee on its behalf) shall have no obligation whatsoever to offer to the other Holders the opportunity
to purchase notes or interests relating to any future loans originated by such Holder or any of its Affiliates, and if any Holder
chooses to offer to any of the other Holders, the opportunity to purchase notes or interests in any future mortgage loans originated
by such Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Holder chooses, in its sole
and absolute discretion. None of the Holders shall have any obligation whatsoever to purchase from any other Holder any notes or
interests in any future loans originated by any other Holder or any of its Affiliates.


 


10.        Not a Security. None of the Notes
shall be deemed to be a security within the meaning of the Securities Act of 1933 or the Securities Exchange Act of 1934.


 


11.        Other Business Activities of the
Holders. Each Holder acknowledges that the other Holders may make loans or otherwise extend credit to, and generally engage
in any kind of business with, any Borrower Party, and receive payments on such other loans or extensions of credit to any Borrower
Party and otherwise act with respect thereto freely and without accountability, but only if none of the foregoing violate the Mortgage
Loan Documents, in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.


 


12.        Transfer
of Notes. (a) Each
Holder may Transfer up to 49% of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more
than 49% of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holders have consented
to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for
all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with
respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee”
for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee. Any such transferee must assume in
writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement
and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization)
shall also remake each of the representations and warranties contained herein for the benefit of the other Holders. Notwithstanding
the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such
non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that
has been engaged by the Depositor to rate the securities issued in connection with


 






    	-24-



     

    

 


such Securitization, no Holder shall Transfer all or any portion
of its Note to any Borrower Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported
transferee. None of the provisions of this Section 12(a) shall apply in the case of the sale of all of the Notes (upon the
Mortgage Loan becoming a Defaulted Mortgage Loan) as a collective whole to a single entity, in accordance with the terms and conditions
of the Lead Securitization Servicing Agreement.


 


(b)        Except for a Transfer made in connection
with a Securitization, or a Transfer made by an Initial Note Holder to an Affiliate, at least five (5) days prior to a transfer
of any Note, the transferring Holder shall provide to the other Holders and, if any Certificates are outstanding, to the Rating
Agencies, a certification that such transfer will be made in accordance with this Section 12, such certification to include
(1) the name and contact information of the transferee and (2) if applicable, a certification by the transferee that it is a Qualified
Transferee.


 


(c)        The Holders acknowledge that any Rating
Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute discretion and that such Rating
Agencies may charge the transferring Holder customary fees in connection with providing such Rating Agency Confirmation.


 


(d)        Notwithstanding anything to the contrary
contained herein, each Holder may pledge or transfer (a “Pledge”) its Note to any entity (other than any Borrower
Party) that has extended a credit facility to such Holder or has entered into a repurchase agreement with such Holder and that,
in each case, is either a Qualified Transferee 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”), or to a Person with respect to which
a Rating Agency Confirmation has been obtained, on terms and conditions set forth in this Section 12(d), it being further
agreed that a financing provided by a Note Pledgee to any Holder or any Affiliate that controls such Holder that is secured by
such Holder’s interest in its respective Note and is structured as a repurchase arrangement, shall qualify as a “Pledge”
hereunder on the condition that all applicable terms and conditions of this Section 12 are complied with. A Note Pledgee
that is not a Qualified Transferee may not take title to a Note without a Rating Agency Confirmation. Upon written notice, if any,
by the pledging Holder to the other Holders and the Master Servicer that a Pledge has been effected (including the name and address
of the applicable Note Pledgee), the other Holders agree to acknowledge receipt of such notice and thereafter agree: (i) to give
such Note Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which
default such Holder has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging
Holder; (ii) to allow such Note Pledgee a period of ten (10) Business Days to cure a default by the pledging Holder in respect
of its obligations to the other Holders hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii)
that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement (if the pledging Holder had
the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof) 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 and which consent shall be deemed to be given if Note Pledgee shall fail to respond to any request for consent to any
such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the other Holders shall accept
any cure by such Note Pledgee of any default of the


 






    	-25-



     

    

 


pledging Holder which such pledging Holder has the right to
effect hereunder, as if such cure were made by such pledging Holder; (v) that the other Holders or Servicer 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 the other Holders; and (vi) that, upon written notice (a “Redirection Notice”)
to the Master Servicer by such Note Pledgee that the pledging Holder is in default beyond any applicable cure periods with respect
to the pledging Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement or other agreements
relating to the Pledge between the pledging Holder and such Note Pledgee (which notice need not be joined in or confirmed by the
pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee (or at any time
that pledging Holder otherwise directs that such payment be made to Note Pledgee pursuant to a separate notice) shall be entitled
to receive any payments that any Servicer would otherwise be obligated to make to the pledging Holder from time to time pursuant
to this Agreement or any Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the other Holders
and any Servicer from any liability to the pledging Holder on account of any Holder’s or Servicer’s compliance with
any Redirection Notice believed by any Servicer or other Holders in good faith to have been delivered by a Note Pledgee. Note Pledgee
shall be permitted to exercise fully its rights and remedies against the pledging Holder (and accept an assignment in lieu of foreclosure
as to such collateral), in accordance with applicable law, the pledge agreement, repurchase agreement or similar agreement between
the pledging Holder and the Note Pledgee and this Agreement. In such event, or if the pledging holder otherwise assigns its interests
to the Note Pledgee, the other Holders and the Master Servicer shall recognize such Note Pledgee (and any transferee (other than
any Borrower Party) that is also a Qualified Transferee at any foreclosure or similar sale held by such Note Pledgee or any transfer
in lieu of foreclosure), and such Person’s successor and assigns, as the successor to the pledging Holder’s rights,
remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Transferee shall assume in writing the obligations
of the pledging 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
12(d) shall remain effective as to any Holder (and any Servicer) unless and until such Note Pledgee shall have notified such
Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


13.        Exercise of Remedies by the Servicer.
(a) Subject to the terms of this Agreement and the Servicing Agreement and subject to the rights and consents, where required,
of the Directing Holder, the Servicer 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 and exclusive authority to (i)
modify or waive any of the terms of the Mortgage Loan Documents, (ii) consent to any action or failure to act by the Borrower or
any party to the Mortgage Loan Documents, (iii) vote all claims with respect to the Mortgage Loan in any bankruptcy, insolvency
or other similar proceedings and (iv) to take legal action to enforce or protect each Holder’s interests with respect to
the Mortgage Loan or to refrain from exercising any powers or rights under the Mortgage Loan Documents, including the right at
any time to call or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage Loan or institute any
foreclosure action, and the Holders shall have no voting, consent or other rights whatsoever with respect to the Servicer’s
administration of, or exercise of


 






    	-26-



     

    

 


its rights and remedies with respect to, the Mortgage Loan.
Subject to the terms and conditions of the Servicing Agreement, the Servicer shall have the sole and exclusive authority to make
Property Advances with respect to the Mortgage Loan. Except as otherwise provided in this Agreement, each Holder agrees that it
shall have no right to, and hereby presently and irrevocably assigns and conveys to the Servicer the rights, if any, that such
Holder has to (A) call or cause the Servicer to call an event of default under the Mortgage Loan, or (B) exercise any remedies
with respect to the Mortgage Loan or the Borrower, including, without limitation, filing or causing the Lead Note Holder or such
Servicer to file any bankruptcy petition against the Borrower. Each Holder shall, from time to time, execute such documents as
any Servicer shall reasonably require to evidence such assignment with respect to the rights described in clause (iii) of the first
sentence in this Section 13(a).


 


(b)           The Lead Servicer and the Trustee for
the Lead Securitization shall not have any fiduciary duty to the Non-Lead Note Holders in connection with the administration of
the Mortgage Loan (but the foregoing shall not relieve the Lead Servicer and such Trustee from their respective obligation under
this Agreement and the Servicing Agreement to make any disbursement of funds as set forth herein).


 


(c)           The Holders hereby acknowledge that
the Servicing Agreement shall provide that, subject to the satisfaction of the conditions set forth in the next sentence, upon
the Mortgage Loan becoming a Defaulted Mortgage Loan, if the Special Servicer determines to sell the Defaulted Mortgage Loan (or
the Lead Note), it will be required to sell the entire Defaulted Mortgage Loan as a single whole loan (i.e., both the Lead Note
and Non-Lead Notes). Any such sale of the entire Defaulted Mortgage Loan is subject to the satisfaction of one of the following
two conditions:


 


(i)            Each Non-Lead Note Holder has provided
written consent to such sale; or


 


(ii)           The Special Servicer
has delivered the following notices and information to each Non-Lead Note Holder:


 


(1)          at least fifteen
(15) Business Days prior written notice of any decision to attempt to sell the Defaulted Mortgage Loan;


 


(2)          at least ten (10) days prior to the
proposed sale date, a copy of each bid package (together with any amendments to such bid packages) received by the Special Servicer
in connection with any such proposed sale;


 


(3)          at least ten (10) days prior to the
proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicing File requested
by a Non-Lead Note Holder; and


 


(4)          until the sale is completed and a reasonable
period of time (but no less time than is afforded to other offerors and the Directing Holder) prior to the proposed sale date,
all information and other documents being provided to other offerors and all leases or other


 






    	-27-



     

    

 


documents that are approved by the Master
Servicer or the Special Servicer in connection with the proposed sale.


 


Any Non-Lead Note Holder may waive any delivery
or timing requirements set forth above only for itself. Subject to the foregoing, each of the Lead Note Holder, the Directing Holder,
the Non-Lead Note Holders and the Non-Directing Holders shall be permitted to bid at any sale of the Defaulted Mortgage Loan (unless
such Person is a Borrower Party).


 


Subject to the conditions set forth in this
Section 13(c), the Non-Lead Note Holders hereby appoint the Lead Note Holder as their agent, and grant to the Lead 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 Notes. Subject to the conditions set forth in this Section 13(c), each Non-Lead
Note Holder further agrees that, upon the request of the Lead Note Holder, such Non-Lead Note Holder shall execute and deliver
to or at the direction of Lead Note Holder such powers of attorney or other instruments as the Lead Note Holder may reasonably
request to better assure and evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver
the related original Non-Lead Note, endorsed in blank, to or at the direction of the Lead Note Holder in connection with the consummation
of any such sale.


 


(d)           Notwithstanding anything to the contrary
contained herein, the exercise by the Servicer on behalf of the Holders of its rights under this Section 13 shall be subject
in all respects to any section of the Servicing Agreement governing REMIC administration, and in no event shall the Servicer be
permitted to take any action or refrain from taking any action if taking or failing to take such action, as the case may be, would
violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents or be inconsistent with the Servicing Standard
or violate any other provisions of the Servicing Agreement or violate the REMIC provisions of the Code or any regulations promulgated
thereunder, including, without limitation, the provisions of Section 2(g) of this Agreement.


 


14.           Rights of the Directing Holder.
The Directing Holder shall be entitled to exercise the rights and powers granted to the Directing Holder hereunder and the rights
and powers granted to the “Directing Holder,” “Controlling Class Certificateholder,” “Controlling
Class Representative” or similar party under, and as defined in, the Servicing Agreement with respect to the Mortgage Loan.
In addition, the Directing Holder shall be entitled to advise (1) the Special Servicer with respect to all matters related to a
Specially Serviced Mortgage Loan 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 take 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 taking any Major Decision nor will the Special Servicer itself
be permitted to take any Major Decision as to which the Directing Holder has objected in writing within ten (10) Business Days
(or thirty (30) days with respect to an Acceptable Insurance Default) after receipt of the written recommendation and analysis
and such additional information requested by the Directing Holder as may be necessary in the reasonable judgment of the Directing
Holder in order to make a judgment with respect to such Major Decision. The Directing Holder may also


 






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direct the Special Servicer to take, or to refrain from taking,
such other actions with respect to the Mortgage Loan as the Directing Holder may deem advisable.


 


If the Directing Holder fails to notify
the Special Servicer of its approval or disapproval of any proposed Major Decision within ten (10) Business Days (or thirty (30)
days with respect to an Acceptable Insurance Default) after delivery to the Directing Holder by the applicable Servicer of written
notice of a proposed Major Decision, together with any information requested by the Directing Holder as may be necessary in the
reasonable judgment of the Directing Holder in order to make a judgment, then upon the expiration of such ten (10) Business Day
(or thirty (30) days with respect to an Acceptable Insurance Default) period, such Major Decision shall be deemed to have been
approved by the Directing Holder.


 


In the event that the Special Servicer or
Master Servicer (in the event the Master Servicer is otherwise authorized by the 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 Directing
Holder is necessary to protect the interests of the Holders (as a collective whole) and the Special Servicer has made a reasonable
effort to contact the Directing Holder, the Master Servicer or the Special Servicer, as the case may be, may take any such action
without waiting for the Directing Holder’s response.


 


No objection, direction or advice 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 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.


 


The Directing Holder shall have no liability
to the other 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 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 Holders agree
that the Directing Holder may take or refrain from taking actions, or give or refrain from giving consents, that favor the interests
of one Holder over the other Holder, and that the Directing Holder may have special relationships and interests that conflict with
the interests of another Holder and, absent willful misfeasance, bad faith or gross negligence on the part of the Directing Holder,
agree to take no action against the Directing Holder or any of its officers, directors, employees, principals or agents as a result
of such special relationships or interests, and that the Directing Holder will not 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 Holder.


 


15.           Appointment
of Special Servicer. Subject to the terms of the Lead Securitization Servicing Agreement for so long as the Lead Note is included
in the Lead Securitization, the Directing Holder 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 Qualified Servicer as the replacement
Special Servicer in lieu thereof. The


 






    	-29-



     

    

 


Directing Holder shall designate a Person to serve as Special
Servicer by delivering to the other Holders and the parties to each PSA a written notice stating such designation and by satisfying
the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required
by the terms of the Servicing Agreement), if any.


 


16.           Rights of
the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required: 


 


(i)            to provide copies
of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement
with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report (but without
regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation
Termination Event) relating to the Mortgage Loan to the Non-Directing Holders, within the same time frame it is required to provide
to the Directing Holder; and


 


(ii)           to consult with
each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing
Holder requests consultation with respect to any such Major Decision or the implementation of any recommended actions outlined
in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder;
provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default,
thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of
the notices, information and reports required to be provided to, or requested by, the Directing Holder, the Servicer shall no longer
be obligated to consult with the Non-Directing Holders (unless the Servicer proposes a new course of action that is materially
different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable
Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating
thereto).


 


(b)           Notwithstanding the
foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision or any action
set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day
period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard,
that immediate action with respect thereto is necessary to protect the interests of the Holders.


 


(c)           In addition to the
foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master
Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special
Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.


 


(d)           In
no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing
Holders.


 






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(e)          Any Non-Directing Holder that
is a Borrower Party shall not be entitled to any of the rights set forth in this Section 16.


 





17.         Advances;
Reimbursement of Advances. (a) (i) Pursuant to terms of the Servicing Agreement, the Lead Servicer and/or the related Trustee
shall be obligated (subject to customary determinations of non-recoverability) to make (1) Property Advances with respect to the
Mortgage Loan or the Mortgaged Property and (2) P&I Advances with respect to the Lead Note and (ii) pursuant to the terms of
a Non-Lead Securitization Servicing Agreement, the related Non-Lead Master Servicer and/or the related Trustee may be obligated
to make P&I Advances with respect to the related Non-Lead Note. The Lead Servicer and/or the related Trustee will not be required
to make any P&I Advance with respect to any Non-Lead Note and the related Non-Lead Master Servicer and/or the related Non-Lead
Trustee will not be required to make any P&I Advance with respect to any Lead Note, any other Non-Lead Note or any Property
Advance. The Lead Servicer, each Non-Lead Master Servicer and any related Trustee will be entitled to interest on any Advance (at
a rate not to exceed the Prime Rate) made in the manner and from the sources provided in the Note A-1-1 PSA, the Note A-1-2 PSA,
the Note A-2 PSA and Note A-3 PSA, the Note A-4 PSA and the Note A-5 PSA, as applicable.


 


(b)          The Lead
Servicer and the related Trustee, as applicable, will be entitled to reimbursement for a Property Advance, first from the
Collection Account established with respect to the Mortgage Loan, and then, if such Property Advance is a Nonrecoverable
Advance, if such funds on deposit in the Collection Account are insufficient, from general collections of the Lead Securitization
as provided in the Servicing Agreement.


 


(c)          To the extent
amounts on deposit in the Collection Account with respect to the Mortgage Loan are insufficient to reimburse the Lead Servicer
or the related Trustee, as applicable, for any Property Advance and/or interest thereon and the Lead Servicer or the related Trustee,
as applicable, obtains funds from general collections of the Lead Securitization as a reimbursement for such Property Advance or
interest thereon, each Non-Lead Note Holder (including any Securitization into which the related Non-Lead Note is deposited) shall
be required to, promptly following notice from the Lead Servicer, pay to the Lead Securitization for its Pro Rata and Pari Passu
Basis share of such Property Advance and/or interest thereon at the Reimbursement Rate so reimbursed from general collections (to
the extent amounts on deposit in the Collection Account are insufficient for reimbursement of such amounts). In addition, each
Non-Lead Note Holder (including any Securitization into which the related Non-Lead Note is deposited) shall promptly reimburse
the Lead Servicer or the related Trustee for such Non-Lead Note Holder’s Pro Rata and Pari Passu Basis share of any fees,
costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan as to which the Lead Securitization
or any of the parties thereto are entitled to be reimbursed pursuant to the terms of the Servicing Agreement (to the extent amounts
on deposit in the Collection Account are insufficient for reimbursement of such amounts).


 


(d)          The parties
to each of the Note A-1-1 PSA, the Note A-1-2 PSA, the Note A-2 PSA, the Note A-3 PSA, the Note A-4 PSA and the Note A-5 PSA shall
each be entitled to make their own recoverability determination with respect to a P&I Advance based on the information that
they have on hand and in accordance with the Note A-1-1 PSA, the Note A-1-2


 






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PSA, the Note A-2 PSA, the Note
A-3 PSA, the Note A-4 PSA and the Note A-5 PSA, as applicable.


 


(e)          If the Lead
Servicer or the related Trustee elects to defer the reimbursement of a Property Advance in accordance with the terms of the Servicing
Agreement, the Lead Servicer or the related Trustee shall also defer its reimbursement of each Non-Lead Note share from the Non-Lead
Note Holders.


 


18.          Provisions
Relating to Securitization.          (a) For so long as Citi or an Affiliate
of Citi (the “Initial Note A-1-1 Holder”) is the owner of Note A-1-1, the Initial Note A-1-1 Holder shall have
the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or
additional notes (in either case “New A-1-1 Notes”) reallocating the principal of Note A-1-1 among other New
A-1-1 Notes; reducing the Mortgage Interest Rates of such New A-1-1 Notes or severing the Note A-1-1 into one or more further
“component” notes in the aggregate principal amount equal to the then outstanding principal balance of Note A-1-1,
provided that (i) the aggregate principal balance of the New A-1-1 Notes following such amendments is no greater than the
principal balance of Note A-1-1 prior to such amendments, (ii) all New A-1-1 Notes continue to have the same or a lower interest
rate as the Note A-1-1 prior to such amendments, (iii) all New A-1-1 Notes pay pro rata and on a pari passu basis
and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note
A-1-1 Holder holding the New A-1-1 Notes shall notify the parties to the Note A-1-2 PSA, the Note A-2 PSA, the Note A-3 PSA, the
Note A-4 PSA and the Note A-5 PSA in writing of such modified allocations and principal amounts. In connection with the foregoing,
(1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate
the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation
of principal, any reduction of Mortgage Interest Rates or such severing of Note A-1-1, (2) if Note A-1-1 is severed into “component”
notes, such component notes shall each have their same rights as the respective original Note and (3) the definition of the term
“Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect
the New A-1-1 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate
the terms of this paragraph 18(a).





 


(b)          For so long
as Citi or an Affiliate of Citi (the “Initial Note A-1-2 Holder”) is the owner of Note A-1-2, the Initial Note
A-1-2 Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended
and restated notes or additional notes (in either case “New A-1-2 Notes”) reallocating the principal of Note
A-1-2 among other New A-1-2 Notes; reducing the Mortgage Interest Rates of such New A-1-2 Notes or severing the Note A-1-2 into
one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance
of Note A-1-2, provided that (i) the aggregate principal balance of the New A-1-2 Notes following such amendments is no
greater than the principal balance of Note A-1-2 prior to such amendments, (ii) all New A-1-2 Notes continue to have the same or
a lower interest rate as the Note A-1-2 prior to such amendments, (iii) all New A-1-2 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


 






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Agreement and (iv) the Initial Note A-1-2
Holder holding the New A-1-2 Notes shall notify the parties to the Note A-1-1 PSA, the Note A-2 PSA, the Note A-3 PSA, the Note
A-4 PSA and the Note A-5 PSA in writing of such modified allocations and principal amounts. In connection with the foregoing,
(1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate
the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation
of principal, any reduction of Mortgage Interest Rates or such severing of Note A-1-2, (2) if Note A-1-2 is severed into “component”
notes, such component notes shall each have their same rights as the respective original Note and (3) the definition of the term
“Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect
the New A-1-2 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate
the terms of this paragraph 18(b).


 


(c)          For so long as
Citi or an Affiliate of Citi (the “Initial Note A-2 Holder”) is the owner of Note A-2, the Initial Note
A-2 Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute
amended and restated notes or additional notes (in either case “New A-2 Notes”) reallocating the principal
of Note A-2 among other New A-2 Notes; reducing the Mortgage Interest Rates of such New A-2 Notes or severing the Note A-2
into one or more further “component” notes in the aggregate principal amount equal to the then outstanding
principal balance of Note A-2, provided that (i) the aggregate principal balance of the New A-2 Notes following such
amendments is no greater than the principal balance of Note A-2 prior to such amendments, (ii) all New A-2 Notes continue to
have the same or a lower interest rate as the Note A-2 prior to such amendments, (iii) all New A-2 Notes pay pro rata and
on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this
Agreement and (iv) the Initial Note A-2 Holder holding the New A-2 Notes shall notify the parties to the Note A-1-1 PSA, the
Note A-1-2 PSA, the Note A-3 PSA, the Note A-4 PSA and the Note A-5 PSA in writing of such modified allocations and principal
amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan
Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the
Holders solely for the purpose of reflecting such reallocation of principal, any reduction of Mortgage Interest Rates or such
severing of Note A-2, (2) if Note A-2 is severed into “component” notes, such component notes shall each have
their same rights as the respective original Note and (3) the definition of the term “Securitization” and all of
the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-2 Notes. Rating
Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this
paragraph 18(c).


 


(d)          For so long as
Citi or an Affiliate of Citi (the “Initial Note A-3 Holder”) is the owner of Note A-3, the Initial Note
A-3 Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute
amended and restated notes or additional notes (in either case “New A-3 Notes”) reallocating the principal
of Note A-3 among other New A-3 Notes; reducing the Mortgage Interest Rates of such New A-3 Notes or severing the Note A-3
into one or more further “component” notes in the aggregate principal amount equal to the then outstanding
principal balance of Note A-3, provided that (i) the aggregate principal balance of the New A-3 Notes following such
amendments is no greater than the principal balance of Note A-3 prior to such amendments, (ii) all New A-3 Notes continue to
have


 






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the same or a lower interest rate as the Note A-3 prior to such amendments, (iii) all New A-3 Notes pay pro rata and
on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this
Agreement and (iv) the Initial Note A-3 Holder holding the New A-3 Notes shall notify the parties to the Note A-1-1 PSA, the
Note A-1-2 PSA, the Note A-2 PSA, the Note A-4 PSA and the Note A-5 PSA in writing of such modified allocations and principal
amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan
Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the
Holders solely for the purpose of reflecting such reallocation of principal, any reduction of Mortgage Interest Rates or such
severing of Note A-3, (2) if Note A-3 is severed into “component” notes, such component notes shall each have
their same rights as the respective original Note and (3) the definition of the term “Securitization” and all of
the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-3 Notes. Rating
Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this
paragraph 18(d).


 


(e)          For
so long as UBSRES or an Affiliate of UBSRES (the “Initial Note A-4 Holder”) is the owner of Note A-4, the
Initial Note A-4 Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to
execute amended and restated notes or additional notes (in either case “New A-4 Notes”) reallocating the
principal of Note A-4 among other New A-4 Notes; reducing the Mortgage Interest Rates of such New A-4 Notes or severing the
Note A-4 into one or more further “component” notes in the aggregate principal amount equal to the then
outstanding principal balance of Note A-4, provided that (i) the aggregate principal balance of the New A-4 Notes
following such amendments is no greater than the principal balance of Note A-4 prior to such amendments, (ii) all New A-4
Notes continue to have the same or a lower interest rate as the Note A-4 prior to such amendments, (iii) all New A-4 Notes
pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject
to the terms of this Agreement and (iv) the Initial Note A-4 Holder holding the New A-4 Notes shall notify the parties to the
Note A-1-1 PSA, the Note A-1-2 PSA, the Note A-2 PSA, the Note A-3 PSA and the Note A-5 PSA in writing of such modified
allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute
amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf
of any or all of the Holders solely for the purpose of reflecting such reallocation of principal, any reduction of Mortgage
Interest Rates or such severing of Note A-4, (2) if Note A-4 is severed into “component” notes, such component
notes shall each have their same rights as the respective original Note and (3) the definition of the
term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to
reflect the New A-4 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to
facilitate the terms of this paragraph 18(e).


 


(f)          For
so long as UBSRES or an Affiliate of UBSRES (the “Initial Note A-5 Holder”) is the owner of Note A-5, the
Initial Note A-5 Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to
execute amended and restated notes or additional notes (in either case “New A-5 Notes”) reallocating the
principal of Note A-5 among other New A-5 Notes; reducing the Mortgage Interest Rates of such New A-5 Notes or severing the
Note A-5 into one or more further “component” notes in the aggregate principal


 






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amount equal to the then outstanding
principal balance of Note A-5, provided that (i) the aggregate principal balance of the New A-5 Notes following such amendments
is no greater than the principal balance of Note A-5 prior to such amendments, (ii) all New A-5 Notes continue to have the same
or a lower interest rate as the Note A-5 prior to such amendments, (iii) all New A-5 Notes pay pro rata and on a pari
passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv)
the Initial Note A-5 Holder holding the New A-5 Notes shall notify the parties to the Note A-1-1 PSA, the Note A-1-2 PSA, the Note
A-2 PSA, the Note A-3 PSA and the Note A-4 PSA in writing of such modified allocations and principal amounts. In connection with
the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or
to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting
such reallocation of principal, any reduction of Mortgage Interest Rates or such severing of Note A-5, (2) if Note A-5 is severed
into “component” notes, such component notes shall each have their same rights as the respective original Note and
(3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms
added, as necessary) to reflect the New A-5 Notes. Rating Agency Confirmation shall not be required for any amendments to this
Agreement required to facilitate the terms of this paragraph 18(f).


 


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


 


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


 


(ii)         if the
Master Servicer determines that a proposed P&I Advance with respect to the Lead Note or Property Advance with respect to the
Mortgage Loan, if made, or any outstanding P&I Advance or Property Advance previously made, would be, or is, as applicable,
a Nonrecoverable Advance, the Master Servicer shall provide each Non-Lead Master Servicer written notice of such determination
promptly after such determination was made together with such reports that the Master Servicer delivered to the Special Servicer
or Trustee in connection with notification of its determination of nonrecoverability;


 


(iii)        the
Master Servicer shall remit all payments received with respect to any Non-Lead Note, net of the Servicing Fees payable to the Master
Servicer and Special Servicer with respect to such Non-Lead Note, and any other applicable fees and reimbursements payable to the
Master Servicer, the Special Servicer and the Trustee with respect to such Non-Lead Note, to the related Non-Lead Note Holder by
the Master Servicer Remittance Date for the Non-Lead Note;


 


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


 






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Non-Lead Master Servicer all reports
required to be delivered by the Master Servicer to the 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, such Non-Lead
Note, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee by the Business Day following the
Master Servicer Remittance Date for the Non-Lead Note;


 


(v)         the Master
Servicer and Special Servicer, as applicable, shall provide (or the Special Servicer shall provide to the Master Servicer for provision
by the Master Servicer) (in electronic media) to each Non-Lead Note Holder all documents, certificates, instruments, notices, reports,
operating statements, rent rolls and other information regarding the Mortgage Loan provided by it to any other party to the Lead
Securitization Servicing Agreement at the time provided to such other party;


 


(vi)        the
servicing duties of each of the Master Servicer and Special Servicer under the Lead Securitization Servicing Agreement shall include
the duty to service the Mortgage Loan and all of the Notes on behalf of the Holders (including the respective trustees and certificateholders)
in accordance with the terms and provisions of this Agreement, the Lead Securitization Servicing Agreement and the Servicing Standard;


 


(vii)       each
Non-Lead Note Holder shall be entitled to the same indemnity as the Lead Note Holder under the Lead Securitization Servicing Agreement;
each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, any primary
servicer and the Custodian shall be required to (and shall require any Servicing Function Participant or Additional Servicer engaged
by it to) indemnify each “certification party” and the depositor of any public Securitization Trust, and their respective
directors and officers and controlling persons, to the same extent that they indemnify the Depositor (as depositor in respect of
the Lead Securitization) and each “certifying party” for (i) its failure to deliver the items in clause (viii) below
in a timely manner, (ii) its failure to perform its obligations to such depositor or the related Non-Lead Securitization Trustee
under Article X (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement by the time required
after giving effect to any applicable grace period or cure period, and/or (iii) the failure of any Servicing Function Participant
or Additional Servicer retained by it (other than a Mortgage Loan Seller Sub-Servicer) to perform its obligations to such depositor
or trustee under such Article X (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement by
the time required;


 


(viii)      with respect to any Non-Lead Securitization that is subject to reporting requirements under the Securities Act, the Exchange Act
(including Rule 15Ga-1), and Regulation AB, (a) the Master Servicer, any primary servicer, the Special Servicer, the Trustee, the
Certificate Administrator or other party acting as custodian for the Lead Securitization shall be required to deliver (and shall
be required to cause each other servicer and servicing function participant (within the meaning of Items 1123 and 1122, respectively,
of Regulation AB) retained or engaged by it to deliver; provided that such party shall only be required to use commercially reasonable
efforts to cause a Mortgage


 






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Loan Seller Sub-Servicer to
deliver), in a timely manner (i) the reports, certifications, compliance statements, accountants’ assessments and
attestations, and information to be included in reports (including, without limitation, Form ABS-15G, Form 10-K, Form 10- D
and Form 8-K), and (ii) upon request, any other materials specified in the related Non-Lead Securitization Servicing
Agreement, in the case of clauses (i) and (ii), as the related Non-Lead Depositor or the related Non-Lead Trustee reasonably
believes, in good faith, are required in order for the related Non-Lead Depositor or the related Non-Lead Trustee to comply
with its obligations under the Securities Act, the Exchange Act (including Rule 15Ga-1), Regulation AB and Form SF-3, (b)
without limiting the generality of the foregoing (x) the Depositor or the related Holder shall provide or cause to be
provided to any related Non-Lead Depositor and any related Non-Lead Trustee (1) written notice (which may be by e-mail) in a
timely manner (but no later than three (3) Business Days prior to closing) of the occurrence of such Securitization, and (2)
no later than one (1) business day following the closing date of such Securitization, a copy of the Lead
Securitization Servicing Agreement in an EDGAR-compatible format, and (y) the Master Servicer and Special Servicer (or any
replacement Master Servicer or Special Servicer, as applicable) shall, upon reasonable prior written request, and subject to
the right of the Master Servicer or the Special Servicer, as the case may be, to review and approve such disclosure
materials, permit a holder of any Non-Lead Note to use such party’s description contained in the Lead Securitization
prospectus (updated as appropriate by the Master Servicer or Special Servicer, as applicable, at the cost of the related
Non-Lead Sponsor) (or, in the case of a replacement Special Servicer, contained in a Lead Securitization Form 8-K), for
inclusion in the disclosure materials (or, in the case of a replacement Special Servicer, for inclusion in a Form 8-K)
relating to any securitization of the related Non-Lead Note, and (z) the Master Servicer and the Special Servicer (or any
replacement Master Servicer or Special Servicer, as applicable), shall provide indemnification agreements, opinions and
Regulation AB compliance letters as were or are being delivered with respect to the Lead Securitization (in each case, at the
cost of the related Non-Lead Sponsor), and (c) in connection with any amendment of the Lead Securitization Servicing
Agreement, the party requesting such amendment shall provide written notice (which may be by e-mail) of such proposed
amendment to any Non-Lead Depositor and the related Non-Lead Trustee no later than three (3) Business Days prior to the date
of effectiveness of such amendment, and, on the date of effectiveness of such amendment to the Lead Securitization Servicing
Agreement, provide a copy of such amendment in an EDGAR-compatible format to such Non-Lead Depositor and the related Non-Lead
Trustee. The Master Servicer and the Special Servicer shall each be required to provide certification and indemnification to
any “certifying party” with respect to any applicable Sarbanes- Oxley Certification with respect to a Non-Lead
Securitization;


 


(ix)          each
of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting Party shall cooperate (and
require each Servicing Function Participant and Additional Servicer retained by it to cooperate under the applicable Sub-Servicing
Agreement), with each Non-Lead Depositor (including, without limitation, providing all due diligence information, reports, written
responses, negotiations and coordination) to the same extent as such party is required to cooperate with the Lead Depositor under
Article X (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement and in connection with
Deficient Exchange


 






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Act Deliverables. All respective
reasonable out-of-pocket costs and expenses incurred by any Non-Lead Depositor (including reasonable legal fees and expenses of
outside counsel to such depositor) in connection with the foregoing (other than those costs and expenses related to participation
by such Non-Lead Depositor in any telephone conferences and meetings with the United States Securities and Exchange Commission
(the “Commission”) and other costs such Non-Lead Depositor must bear pursuant to Article X (or any article substantially
similar thereto) of the Lead Securitization Servicing Agreement) and any amendments to any reports filed with the Commission therewith
shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from such Non-Lead Depositor;


 


(x)           any late
collections received by the Master Servicer from the Borrower that are allocable to a Non-Lead Note or reimbursable to a Non-Lead
Master Servicer or a Non-Lead Trustee shall be remitted by the Master Servicer to such Non-Lead Master Servicer within one (1)
Business Day of receipt and identification thereof; provided, however, that to the extent any such amounts are received after 3:00
p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to remit such late collections
to such Non-Lead Master Servicer within one (1) Business Day of receipt of properly identified funds but, in any event, the Master
Servicer shall remit such amounts within two (2) Business Days of receipt of properly identified funds;


 


(xi)           each
Non-Lead Note Holder is an intended third-party beneficiary in respect of the rights afforded it under the Lead Securitization
Servicing Agreement and the related Non-Lead Master Servicer will be entitled to enforce the rights of such Non-Lead Note Holder
under this Agreement and the Lead Securitization Servicing Agreement;


 


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


 


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


 


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


 






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(xv)          to
the extent related to the Mortgage Loan, the Master Servicer or the Special Servicer, Rating Agency Confirmation shall be provided
with respect to the Certificates issued in connection with any Non-Lead Securitization to the same extent a Rating Agency Confirmation
is provided with respect to the Certificates issued in connection with the Lead Securitization;


 


(xvi)         Servicer
Termination Events with respect to the Master Servicer and the Special Servicer shall include (i) solely with respect to the Master
Servicer, the failure to timely remit payments to any Non-Lead Note Holder, which failure continues unremedied for one (1) Business
Day following the date on which such payment was to be made; (ii) solely with respect to the Special Servicer, the failure to deposit
into any REO Account any amount required to be so deposited within two (2) Business Days after the date such deposit was to be
made, or the failure to remit to the Master Servicer for deposit into the Collection Account or the related Loan Combination Custodial
Account, as applicable, any amount required to be so remitted by the Special Servicer within one (1) Business Day after the date
such remittance was to be made; (iii) the qualification, downgrade or withdrawal, or placing on “watch status” in contemplation
of a rating downgrade or withdrawal of the ratings of any class of certificates issued in connection with any Non-Lead Securitization
by the rating agencies rating such securities (and such qualification, downgrade, withdrawal or “watch status” placement
shall not have been withdrawn by such rating agencies within sixty (60) days of actual knowledge of such event by the Master Servicer
or the Special Servicer, as the case may be), and citing servicing concerns with the Master Servicer or Special Servicer, as applicable,
as the sole or a material factor in such rating action; and (iv) the failure to provide to any Non-Lead Note Holder (if and to
the extent required under the Non-Lead Securitization) reports required under the Exchange Act, and the rules and regulations thereunder,
in a timely fashion. Upon the occurrence of such a Servicer Termination Event with respect to the Master Servicer affecting a Non-Lead
Note Holder and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee
shall, upon the direction of such Non-Lead Note Holder, require the appointment of a subservicer with respect to the related Non-Lead
Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer affecting a Non-Lead Note Holder
and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall,
upon direction of such Non-Lead Note Holder, terminate the Special Servicer with respect to, but only with respect to, the Mortgage
Loan;


 


(xvii)        upon
any resignation of the Master Servicer or the Special Servicer, any replacement of the Special Servicer, any termination of the
Master Servicer or Special Servicer and/or any replacement thereof, any appointment of a successor to the Master Servicer or Special
Servicer, or the effectiveness of any designation of a new Special Servicer, the Trustee or Certificate Administrator shall promptly
(and in any event no later than three (3) Business Days prior to the effective date of such resignation, termination, replacement
and/or appointment of a Master Servicer or Special Servicer) provide written notice thereof to each Non-Lead Trustee, each Non-Lead
Master Servicer, and each Non-Lead Depositor, together with any information reasonably required (including, without limitation,
any disclosure required under Item 1108 of


 






    	-39-



     

    

 


Regulation AB) for the related
Non-Lead Securitization to comply with any applicable reporting obligations under the Exchange Act; provided, that such notice
shall not be deemed to be provided unless receipt thereof has been confirmed in writing (which may be by e-mail) from any such
Non-Lead Depositor;


 


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


 


(xix)        any
conflict between the Lead Securitization Servicing Agreement and this Agreement shall be resolved in favor of this
Agreement.


 


(h)          If the Non-Lead
Securitization of Note A-4 and/or Note A-5 is the Bank of America Merrill Lynch Commercial Mortgage Trust 2016-UBS10 transaction,
then the Lead Securitization Servicing Agreement shall, for purposes of such Non-Lead Securitization of Note A-4 and/or Note A-5,
contain provisions materially consistent with those set forth in the Draft PSA with respect to:


 


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


 


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


 


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


 


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


 


(E) subject
to various adjustments and caps provided for in the Lead Securitization Servicing Agreement (which shall be materially consistent
with those set forth in the Draft PSA), special servicing, workout and liquidation fees (and, in any event, the fees at which such
compensation accrue or are determined shall not exceed the Special Servicing Fee rate, 1.00% and 1.00%, respectively),


 


provided, however, that (1) this Section
18(h) shall not be construed to prohibit differences in timing, control or consultation triggers or thresholds, terminology,


 


 



    	-40-



     

    

 





allocation of ministerial duties between
multiple servicers or other service providers or certificateholder or investor voting or consent thresholds, or to prohibit or
restrict additional approval, consent, consultation, notice or rating agency confirmation requirements, (2) in the event of any
conflict between this sentence and any other provision of this Agreement, such other provision of the Agreement shall control,
and (3) this Section 18(h) shall not be construed to apply to any material or other inconsistency that does not materially adversely
affect the initial b-piece buyer of such Non-Lead Securitization of Note A-4 and/or Note A-5.


 





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


 


(i)          the
Non-Lead Note Holder shall be responsible for its Pro Rata and Pari Passu Basis share of any Property 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 Property Advances or Additional Trust Fund Expenses, (A) the related Non-Lead Master Servicer will be required to,
promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee or the Lead Securitization Trust (such parties and the Lead Securitization Trust, collectively,
the “Indemnified Parties”), as applicable, out of general funds in the collection account (or equivalent
account) established under the related Non-Lead Securitization Servicing Agreement for such Non-Lead Note Holder’s Pro Rata
and Pari Passu Basis share of any such Nonrecoverable Property 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 related Non-Lead Master Servicer will be required to, promptly following notice from the Master
Servicer, the Special Servicer or the Trustee, reimburse the Lead Securitization Trust out of general funds in the collection account
(or equivalent account) established under the related Non-Lead Securitization Servicing Agreement for such Non-Lead Note Holder’s
Pro Rata and Pari Passu Basis share of any such Nonrecoverable Property 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);


 






    	-41-



     

    

 


(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 pursuant to the terms of the 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 related Non-Lead
Securitization Trust, 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 and Pari Passu Basis share of such Indemnified Items, and to the extent amounts on deposit in the Loan
Combination Custodial Account that are allocated to the related Non-Lead Note are insufficient for reimbursement of such amounts,
the related Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties for the related Non-Lead
Note’s Pro Rata and Pari Passu Basis share of the insufficiency out of general funds in the collection account (or equivalent
account) established under the related Non-Lead Securitization Servicing Agreement;


 


(iii)           the
related Non-Lead Master Servicer, Non-Lead Trustee or Non-Lead Certificate Administrator will be required to deliver to the
Trustee, the Certificate Administrator, the Special Servicer, the Master Servicer and the Operating Advisor (A) promptly
following Securitization of the related Non-Lead Note, notice of the deposit of the related Non-Lead Note into a Trust Fund
(which notice may be by e-mail and shall also provide contact information for the related Non-Lead Trustee, the related
Non-Lead Certificate Administrator, the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the
party designated to exercise the rights of the related “Non-Directing Holder” under this Agreement), accompanied
by a copy of such executed Non-Lead Securitization Servicing Agreement and (B) notice of any subsequent change in the
identity of the related Non-Lead Master Servicer or the party designated to exercise the rights of the related
“Non-Directing 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 related Non-Lead
Securitization Servicing Agreement; and


 


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


 


(j)            Each Initial Note Holder shall:


 


(A) give each
other Holder and the parties to any previously executed Securitization Servicing Agreement (provided that such Securitization Servicing
Agreement has been delivered to such Initial Note Holder) notice of any impending Securitization of such Holder’s Note in
writing (which may be by e-mail) within three (3) Business Days after the printing of the preliminary


 


 



    	-42-



     

    




 


prospectus for such Securitization, together with contact
information for each of the parties to the related proposed Securitization Servicing Agreement; and


 


(B) send
to each other Holder and the parties to each Non-Lead Securitization Servicing Agreement (to the extent that such Initial Note
Holder was given written notice of, or otherwise has knowledge of, the identity of such parties and to the extent such parties
are not also party to the Lead Securitization Servicing Agreement) (x) on any Lead Securitization Date, a copy (which, in the case
of each Non-Lead Depositor, shall be in EDGAR-compatible format) of the execution version of the Lead Securitization Servicing
Agreement, (y) within (1) one Business Day after the date of any re-filing by the Depositor of the Lead Securitization Servicing
Agreement with the Commission to account for any changes thereto (other than a formal amendment thereto following the Lead Securitization
Date), a copy (which, in the case of each Non-Lead Depositor, shall be in EDGAR-compatible format) of the re-filed Lead Securitization
Servicing Agreement and (z) promptly following distribution thereof to the parties to the Lead Securitization Servicing Agreement,
any changes made by the Depositor to the Lead Securitization Servicing Agreement (other than a formal amendment thereto following
the Lead Securitization Date).


 





19.           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 DUTIES 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. 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.


 


20.           Modifications.
This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by the parties hereto.
Additionally, from and after a Securitization, except to cure any ambiguity or to correct any error or as set forth in Section
18(a), Section 18(b), Section 18(c), Section 18(d), Section 18(e) and Section 18(f), this
Agreement may not be modified unless a Rating Agency Confirmation has been delivered with respect to each Securitization.


  


21.           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. Each of the Master Servicer, each Non-Lead Master Servicer and each related Trustee
of a Securitization is an intended third-party beneficiary of this Agreement. Except as provided in Section 5 and the preceding
sentence, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto.


 






    	-43-



     

    

 


22.           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 as effective as delivery of a manually executed original counterpart of this Agreement


  


23.           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.


 





24.           Notices.
All notices required hereunder shall be given by (i) telephone (confirmed in writing) or shall be in writing and personally delivered,
(ii) sent by facsimile transmission 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.


 





25.           Custody
of Mortgage Loan Documents / Mortgagee of Record. The originals of all of the Mortgage Loan Documents (other than Non-Lead
Notes) will be held (a) prior to the Lead Securitization, by Wells Fargo Bank, National Association, as interim custodian and (b)
on and after the Lead Securitization, by the Trustee for the Lead Securitization (or by a custodian on its behalf) under the terms
of the Lead Securitization Servicing Agreement on behalf of all of the Holders. The Trustee of the Lead Securitization shall at
all times be the mortgagee of record with respect to the Mortgage Loan.


 


[NO FURTHER TEXT ON THIS PAGE]


 






    	-44-



     

    


 





IN
WITNESS WHEREOF, each Holder of a Note has caused this Agreement to be duly executed as of the day and year first above written.


 





	 	Note A-1-1 Holder:
	 	 
	 	CITIGROUP
                    GLOBAL MARKETS 

                    REALTY CORP.

	 	 	 
	 	By:	/s/ Ana Rosu Marmann
	 	 	Name:     Ana Rosu Marmann
	 	 	Title:       Authorized Signatory



 





Amended
and Restated Co-Lender Agreement – Hyatt Regency Huntington Beach Loan





 






    	



     

    

  





IN
WITNESS WHEREOF, each Holder of a Note has caused this Agreement to be duly executed as of the day and year first above written.


 





	 	Note A-1-2 Holder:
	 	 
	 	CITIGROUP
                    GLOBAL MARKETS 

                    REALTY CORP.






	 	 	 
	 	By:	/s/ Ana Rosu Marmann
	 	 	Name:     Ana Rosu Marmann


	 	 	Title:       Authorized Signatory



 





Amended
and Restated Co-Lender Agreement – Hyatt Regency Huntington Beach Loan


 














    	



     

    


IN
WITNESS WHEREOF, each Holder of a Note has caused this Agreement to be duly executed as of the day and year first above written.


 





	 	Note A-2 Holder:
	 	 
	 	CITIGROUP
                    GLOBAL MARKETS 

                    REALTY CORP.
	 	 	 
	 	By:	/s/ Ana Rosu Marmann
	 	 	Name:     Ana Rosu Marmann


	 	 	Title:       Authorized Signatory



 





Amended
and Restated Co-Lender Agreement – Hyatt Regency Huntington Beach Loan





 






    	



     

    

 


IN
WITNESS WHEREOF, each Holder of a Note has caused this Agreement to be duly executed as of the day and year first above written.


 





	 	Note A-3 Holder:
	 	 
	 	CITIGROUP
                    GLOBAL MARKETS 

                    REALTY CORP.

	 	 	 
	 	By:	/s/ Ana Rosu Marmann
	 	 	Name:     Ana Rosu Marmann
	 	 	Title:       Authorized Signatory



 





Amended
and Restated Co-Lender Agreement – Hyatt Regency Huntington Beach Loan


 









    	



     

    

 



 


IN
WITNESS WHEREOF, each Holder of a Note has caused this Agreement to be duly executed as of the day and year first above written.


 





	 	Note A-4
                    Holder: 






	 	 
	 	UBS
                    REAL ESTATE SECURITIES INC.









	 	 	 
	 	By:	/s/ David
    Schell


	 	 	Name:      David Schell





	 	 	Title:       
    Executive Director






	 	 	 
	 	By:	/s/ Racquel A.C. Small
	 	 	Name:        Racquel A.C. Small
	 	 	Title:          Executive Director


 


Amended
and Restated Co-Lender Agreement – Hyatt Regency Huntington Beach Loan


 






    	



     

    

 


IN
WITNESS WHEREOF, each Holder of a Note has caused this Agreement to be duly executed as of the day and year first above written.


 





	 	Note A-5
                    Holder:
	 	 
	 	UBS
                    REAL ESTATE SECURITIES INC.









	 	 	 
	 	By:	/s/ David
    Schell


	 	 	Name:      David Schell





	 	 	Title:       
    Executive Director









	 	 	 
	 	By: 	/s/ Racquel A.C. Small
	 	 	Name:      Racquel A.C. Small
	 	 	Title:        Executive Director


 


Amended
and Restated Co-Lender Agreement – Hyatt Regency Huntington Beach Loan


 



    	



     

    




 





EXHIBIT A


 


MORTGAGE LOAN
SCHEDULE


 


A.          Description of Mortgage Loan


 


	Borrower:	PCH Beach Resort, LLC
	Mortgage Loan Origination Date:	April 27, 2016
	Initial Principal Amount of Mortgage Loan:	$200,000,000
	
        Co-Lender Closing Date Mortgage Loan Principal
        Balance:

        
	$200,000,000
	Location of Mortgaged Property:	Huntington Beach, California
	Current Use of Mortgaged Property:	Hotel
	Mortgage Interest Rate:	
        Note A-1-1:     5.07%

        

        Note A-1-2:     5.07%

        Note A-2:
                5.07%

        Note A-3:         5.07%

        Note A-4:         5.07%

        Note A-5:        5.07%

        

	Maturity Date:	May 1, 2026




 






    	A-1



     

    

 





B.          Description of Notes


 


	Mortgage Loan Origination Date:	April 27, 2016
	Initial Note A-1-1 Principal Balance:	$54,000,000
	Initial Note A-1-2 Principal Balance:	$6,000,000
	Initial Note A-2 Principal Balance:	$40,000,000
	Initial Note A-3 Principal Balance:	$40,000,000
	Initial Note A-4 Principal Balance:	$50,000,000
	Initial Note A-5 Principal Balance:	$10,000,000
	Initial Note A-1-1 Percentage Interest:	100%
	Initial Note A-1-2 Percentage Interest:	100%
	Initial Note A-2 Percentage Interest:	100%
	Initial Note A-3 Percentage Interest:	100%
	Initial Note A-4 Percentage Interest:	100%
	Initial Note A-5 Percentage Interest:	100%
	Note A-1-1 Interest Rate:	5.07%
	Note A-1-2 Interest Rate:	5.07%
	Note A-2 Interest Rate:	5.07%
	Note A-3 Interest Rate:	5.07%
	Note A-4 Interest Rate:	5.07%
	Note A-5 Interest Rate:	5.07%
	Note A-1-1 Default Interest Rate:	
        Lesser of (a) the maximum legal rate or (b)
five percent (5%) above the Note A-1-1 Interest Rate 

	Note A-1-2 Default Interest Rate:	
        Lesser of (a) the maximum legal rate or (b)
five percent (5%) above the Note A-1-2 Interest Rate 

	Note A-2 Default Interest Rate:	
        Lesser of (a) the maximum legal rate or (b)
five percent (5%) above the Note A-2 Interest Rate 

	Note A-3 Default Interest Rate:	
        Lesser of (a) the maximum legal rate or (b) five
percent (5%) above the Note A-3  Interest Rate

        

	Note A-4 Default Interest Rate:	
        Lesser of (a) the maximum legal rate or (b) five percent (5%) above the Note A-4 Interest Rate 

	Note A-5 Default Interest Rate:	
        Lesser of (a) the maximum legal rate or (b)
five percent (5%) above the Note A-5 Interest Rate 





 






    	A-2



     

    

 





EXHIBIT B


 


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


  


	Citigroup Global Markets Realty Corp.
	390 Greenwich Street
	7th Floor
	New York, New York 10013
	Attention: Ana Rosu Marmann
	Facsimile No.: (646) 328-2938
	 
	with a copy to:
	 
	Citigroup Global Markets Realty Corp.
	390 Greenwich Street, 5th Floor
	New York, New York 10013
	Attention: Paul Vanderslice
	Telecopier: (212) 723-8599
	paul.t.vanderslice@citi.com
	 
	Citigroup Global Markets Realty Corp.
	390 Greenwich Street, 7th Floor
	New York, New York 10013
	Attention: Richard Simpson
	Telecopier: (646) 328-2943
	E-mail: richard.simpson@citi.com
	 
	Ryan M. O’Connor
	Telecopier: (646) 328-2943
	E-mail: ryan.m.oconnor@citi.com
	 
	Orrick, Herrington & Sutcliffe LLP
	51 West 52nd Street
	New York, New York 10019
	Attention: Janet Barbiere
	Telecopier: (212) 506-5151
	E-mail: jbarbiere@orrick.com
	 
	Note A-4 and Note A-5 Holder:
	 
	UBS Real Estate Securities Inc.
	1285 Avenue of the Americas
	New York, New York 10019
	Attention: David Schell
	Email: david.schell@ubs.com
	 
	with a copy to:







 






    	B-1



     

    

 





	UBS Real Estate Securities Inc.
	1285 Avenue of the Americas
	New York, New York 10019
	Attention: Henry Chung
	Email: henry.chung@ubs.com
	 
	Cadwalader, Wickersham & Taft LLP
	One World Financial Center
	New York, New York 10281
	Attention: Frank Polverino
	Telecopier: (212) 504-6666
	Email: frank.polverino@cwt.com




 






    	B-2



     

    

 





	EXHIBIT C
	 
	PERMITTED FUND MANAGERS



 


	Westbrook Partners	 
	iStar Financial Inc.	 
	Capital Trust	 
	Archon Capital, L.P.	 
	Whitehall Street Real Estate Fund, L.P.
	The Blackstone Group	 
	Normandy Real Estate Partners
	Dune Real Estate Partners	 
	AllianceBernstein	 
	Rockwood	 
	RREEF Funds	 
	Hudson Advisors	 
	Artemis Real Estate Partners	 
	Apollo Real Estate Advisors	 
	Colony Capital, Inc.	 
	Praedium Group	 
	Fortress Investment Group, LLC
	Lonestar Opportunity Funds	 
	Clarion Partners	 
	Walton Street Capital, LLC	 
	Starwood Financial Trust	 
	BlackRock, Inc.	 
	Eightfold Real Estate Capital, L.P.
	DLJ Real Estate Capital Partners
	Land-Lease Real Estate Investments
	JER Partners	 
	Rialto Capital Management LLC
	Rialto Capital Partners LLC	 
	Raith Capital Partners	 
	Torchlight Investors, LLC	 




 






    	C-1



     

    




 


EXHIBIT D



UNANIMOUS DECISIONS


 


Unanimous Decisions:


 


	(i)     	Any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of REO Property) of the ownership of the Mortgaged Property 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 Mortgage Loan Documents;
	 	 
	(iv)     	Any sale of the Mortgage Loan or REO Property for amount less than the total amount due and outstanding on the Mortgage Loan at such time;
	 	 
	(v)     	Any determination to bring the Mortgaged Property or REO Property into compliance with applicable environmental laws or to otherwise address hazardous materials located at the Mortgaged Property or REO Property;
	 	 
	(vi)     	Any release of 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 Mortgage Loan Documents and for which there is no material lender discretion;
	 	 
	(vii)     	Any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or any consent to such a waiver or consent to a transfer of the Mortgaged Property or interests in the Borrower;
	 	 
	(viii)     	Any incurrence of additional debt by a borrower or any mezzanine financing by any beneficial owner of a borrower (to the extent that the lender has consent rights pursuant to the 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;


 






    	D-1



     

    

 


	(x)     	Any property management company changes, including, without limitation, approval of the termination of a manager and appointment of a new property manager (in each case, to the extent lender’s consent is required under the Mortgage Loan Documents);
	 	 
	(xi)     	releases of any 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 Mortgage Loan Documents and for which there is no material lender discretion;
	 	 
	(xii)     	Any acceptance of an assumption agreement releasing 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 material lender discretion;
	 	 
	(xiii)     	Any vote on any plan of reorganization, restructuring or similar plan in the bankruptcy of Borrower;
	 	 
	(xiv)     	Any consent to the subordination of the lien on the Mortgaged Property or to crossing the lien on the Mortgaged Property with the lien on any other property, except as expressly permitted by the Mortgage Loan Documents without lenders’ consent;
	 	 
	(xv)     	Any determination of an Acceptable Insurance Default; or
	 	 
	(xvi)     	Any consent or approval right of the lender under the Mortgage Loan Agreement with respect to a “Major Lease”, as defined in the Loan Agreement.


 






    	D-2