Exhibit 4.5

 





EXECUTION VERSION


 


	 



 








CO-LENDER AGREEMENT


 


Dated as of December 20, 2017


 


by and between


 


NATIXIS REAL ESTATE CAPITAL LLC

(Initial Note A-A-1 Holder, Initial Note A-A-2 Holder, Initial A-A-3 Holder, Initial A-A-4 Holder, Initial Note A-A-5 Holder, Initial
Note A-A-6 Holder, Initial Note A-A-7 Holder, Initial Note A-A-8 Holder, Initial Note A-A-9 Holder and Initial Note A-A-10)


 


and


 


NATIXIS REAL ESTATE CAPITAL LLC

(Initial Note A-B Holder, Initial Note B-1-A Holder, Initial Note B-1-B Holder

and Initial Note B-2 Holder)


 


One State Street


	 






 









     


     


    

 


TABLE OF CONTENTS 


 


	 	 	Page
	 	 	 
	Section 1	Definitions; Conflicts	2
	Section 2	Servicing of the Mortgage Loan	25
	Section 3	Priority of Payments	29
	Section 4	Workout	35
	Section 5	Administration of the Mortgage Loan	36
	Section 6	Appointment of Controlling Note Holder Representative and Non-Controlling Senior Note Holder Representative	41
	Section 7	Appointment of Special Servicer	45
	Section 8	Payment Procedure	45
	Section 9	Limitation on Liability of the Note Holders	47
	Section 10	Bankruptcy	47
	Section 11	Representations of the Note Holders	48
	Section 12	No Creation of a Partnership or Exclusive Purchase Right	48
	Section 13	Other Business Activities of the Note Holders	49
	Section 14	Sale of the Notes	49
	Section 15	Registration of the Notes and Each Note Holder	52
	Section 16	Governing Law; Waiver of Jury Trial	52
	Section 17	Submission To Jurisdiction; Waivers	52
	Section 18	Modifications	53
	Section 19	Successors and Assigns; Third Party Beneficiaries	53
	Section 20	Counterparts	54
	Section 21	Captions	54
	Section 22	Severability	54
	Section 23	Entire Agreement	54
	Section 24	Withholding Taxes	54
	Section 25	Custody of Mortgage Loan Documents	55
	Section 26	Cooperation in Securitization	55
	Section 27	Notices	56
	Section 28	Broker	57
	Section 29	Certain Matters Affecting the Agent	57
	Section 30	Termination and Resignation of Agent	57
	Section 31	Resizing	58
	Section 32	Cure Rights of Note Holders	58
	Section 33	Purchase Rights of Note Holders	60
	Section 34	Right of First Offer to Purchase Senior B-Notes	61


   






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THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of December 20, 2017, by and among NATIXIS REAL ESTATE CAPITAL LLC (“Natixis”,
in its capacity as initial owner of Note A-A-1, the “Initial Note A-A-1 Holder”, and in its capacity as the
initial agent, the “Initial Agent”), Natixis (in its capacity as initial owner of Note A-A-2, the “Initial
Note A-A-2 Holder”), Natixis (in its capacity as initial owner of the Note A-A-3, the “Initial Note A-A-3 Holder”),
Natixis (in its capacity as initial owner of the Note A-A-4, the “Initial Note A-A-4 Holder”), Natixis (in its
capacity as initial owner of the Note A-A-5, the “Initial Note A-A-5 Holder”), Natixis (in its capacity as initial
owner of the Note A-A-6, the “Initial Note A-A-6 Holder”), Natixis (in its capacity as initial owner of the
Note A-A-7, the “Initial Note A-A-7 Holder”), Natixis (in its capacity as initial owner of the Note A-A-8, the
“Initial Note A-A-8 Holder”), Natixis (in its capacity as initial owner of the Note A-A-9, the “Initial
Note A-A-9 Holder”), Natixis (in its capacity as initial owner of the Note A-A-9, the “Initial Note A-A-10 Holder”),
Natixis (in its capacity as initial owner of Note A-B, the “Initial Note A-B Holder”), Natixis (in its capacity
as initial owner of Note B-1-A, the “Initial Note B-1-A Holder”), Natixis (in its capacity as initial owner
of Note B-1-B, the “Initial Note B-1-B Holder”), Natixis (in its capacity as initial owner of Note B-2, the
“Initial Note B-2 Holder”), and Natixis (in its capacity as initial owner of Note B-2, the “Initial
Note B-2 Holder” and, together with the Initial Note A-A-1 Holder, the Initial Note A-A-2 Holder, the Initial Note A-A-3
Holder, the Initial Note A-A-4 Holder, the Initial Note A-A-5 Holder, the Initial Note A-A-6 Holder, the Initial Note A-A-7 Holder,
the Initial Note A-A-8 Holder, the Initial Note A-A-9 Holder, the Initial Note A-A-10, the Initial Note A-B Holder, the Initial
Note B-1-A Holder, the Initial Note B-1-B Holder and the Initial Note B-2 Holder the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), Natixis originated a certain loan (the “Mortgage Loan”) described
on schedule Exhibit A hereto (the “Mortgage Loan Schedule”) to the mortgage loan borrower described on
the Mortgage Loan Schedule (collectively, the “Mortgage Loan Borrower”), which was evidenced by that certain
consolidated, amended, and restated Promissory Note in the original principal amount of $360,000,000 dated as of November 29, 2017
(the “Consolidated Promissory Note”) made by the Mortgage Loan Borrower in favor of Natixis, and secured by
a certain consolidated, amended, and restated fee and leasehold mortgage] (the “Mortgage”) on one or more parcels
of, or estates in, real property located as described on the Mortgage Loan Schedule (collectively, the “Mortgaged Property”);


 


WHEREAS, Natixis has
elected to split the Consolidated Promissory Note into the following promissory notes, each dated as of November 29, 2017, the
designation and original principal amount of which are as set forth below, made by the Mortgage Loan Borrower in favor of Natixis
(as amended, modified or supplemented, each a “Note” and collectively, the “Notes”):


 


	Note	Initial Note Holder	Original Principal Balance
	Note A-A-1	Natixis	$40,000,000
	Note A-A-2	Natixis	$9,780,000



 






     


     


    




  





	Note	Initial Note Holder	Original Principal Balance




	Note A-A-3	Natixis	$5,000,000
	Note A-A-4	Natixis	$5,000,000
	Note A-A-5	Natixis	$25,000,000
	Note A-A-6	Natixis	$25,000,000
	Note A-A-7	Natixis	$3,000,000
	Note A-A-8	Natixis	$3,000,000
	Note A-A-9	Natixis	$3,000,000
	Note A-A-10	Natixis	$3,220,000
	Note A-B	Natixis	$84,496,000
	Note B-1-A	Natixis	$45,504,000
	Note B-1-B	Natixis	$83,000,000
	Note B-2	Natixis	$25,000,000


 


WHEREAS, Natixis intends
to sell, transfer and assign all of its right, title and interest in and to Note A-A-5, Note A-A-6, Note A-A-7, Note A-A-8, Note
A-A-9 and Note A-A-10 to UBS Commercial Mortgage Securitization Corp. to be included in the UBS Commercial Mortgage Trust 2017-C7
(the “UBS 2017-C7 Securitization”);


 


WHEREAS, each Initial
A Note Holder intends, but is not bound, to sell, transfer and assign all or a portion of its right, title and interest in and
to its other Notes 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, each Initial
Note Holder desires to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall
hold the Notes;


 


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


 


Section 1. Definitions;
Conflicts. References to a “Section” or the “recitals” are, unless otherwise specified, to a Section
or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the
Servicing Agreement or the Model PSA, as applicable. To the extent of any inconsistency between this Agreement and the Servicing
Agreement, the terms of 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.


 


“Acceptable
Insurance Default” shall mean (i) prior to the Securitization Date, the meaning assigned to such term in the Model PSA
or such other analogous term used in the Model PSA and (ii) from and after the Securitization Date, the meaning assigned to such
term in the Lead Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Additional
Servicing Expenses” shall mean (a) all property protection advances, fees and/or expenses incurred by and reimbursable
to any Servicer, Trustee or Certificate


 






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Administrator pursuant to the Servicing Agreement, and (b) all interest accrued on Advances
made by any Servicer or Trustee in accordance with the terms of the Servicing Agreement; provided that: subject to industry
standard floors and caps (i) the aggregate special servicing fee (which fee is payable solely during the period that the Mortgage
Loan is specially serviced) shall not exceed 0.25%, (ii) the special servicing liquidation fee rate (or equivalent) shall not exceed
1.00%; and (iii) the special servicing workout fee rate (or equivalent) shall not exceed 1.00%.


 


“Advances”
shall have the meaning assigned to such term in the Servicing Agreement or the Non-Lead Securitization Servicing Agreement or such
other analogous term used in the Servicing Agreement or the Non-Lead Securitization Servicing Agreement, as applicable.


 


“Advance Interest
Amount” shall mean interest payable on Advances, as specified in the Servicing Agreement and/or the Non-Lead Securitization
Servicing Agreement.


 


“A Notes”
shall mean each of Note A-A-1, Note A-A-2, Note A-A-3, Note A-A-4, Note A-A-5, Note A-A-6, Note A-A-7, Note A-A-8, Note A-A-9 and
Note A-A-10, as further described on the Mortgage Loan Schedule.


 


“Affiliate”
shall mean, with respect to any specified Person, any other Person Controlling, Controlled by or under common Control with such
specified Person.


 


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


 


“Agent Office”
shall mean the designated office of the Agent, which office initially shall be the office of the Initial Note A-A-1 Holder listed
on Exhibit B hereto and after the Securitization Date, shall be the offices of the Servicer. The Agent Office is the address
to which notices to and correspondence with the Agent should be directed. The Agent may change the address of its designated office
by notice to the Noteholders.


 


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


 


“Appraisal”
shall mean (i) prior to the Securitization Date, the meaning assigned to such term in the Model PSA and (ii) following the Securitization
Date, the meaning assigned to such term in the Lead Securitization Servicing Agreement.


 


“Appraisal Reduction
Amount” shall mean (i) prior to the Securitization Date, the meaning assigned to such term in the Model PSA and (ii)
following the Securitization Date, the meaning assigned to such term or an analogous term in the Lead Securitization Servicing
Agreement.


 


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


 



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“Appraisal Review
Period” shall have the meaning assigned to such term in Section 5(d)(ii).


 


“Appraised-Out
Holder” shall have the meaning assigned to such term in Section 5(d)(i).


 


“Appraised Value”
shall mean (i) prior to the Securitization Date, the meaning assigned to such term in the Model PSA or such other analogous term
used in the Model PSA and (ii) from and after the Securitization Date, the meaning assigned to such term in the Lead Securitization
Servicing Agreement.


 


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


 


“Asset Status
Report” shall mean (i) prior to the Securitization Date, the meaning assigned to such term in the Model PSA or such other
analogous term used in the Model PSA and (ii) from and after the Securitization Date, the meaning assigned to such term in the
Lead Securitization Servicing Agreement.


 


“B Notes”
shall mean each of Note A-B, Note B-1-A, Note B-1-B and Note B-2, as further described on the Mortgage Loan Schedule.


 


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


 


“Casualty/Condemnation
Prepayment” shall mean any Insurance Proceeds or Condmenation Proceeds that are requried to be applied as a prepayment
of the Mortgage Loan pursuant to the terms of the Mortgage Loan Agreement.


 


“Certificates”
shall mean any securities issued in connection with the Lead Securitization or a Non-Lead Securitization.


 


“Certificate
Administrator” shall have the meaning assigned to such term in the Servicing Agreement.


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


“Control”
shall mean (1) the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership
interests of an entity or (2) the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise (“Controlled”
and “Controls” have meanings correlative thereto.)


 


“Control Appraisal
Period” means:


 


(a)          with
respect to Note B-2, a Note B-2 Control Appraisal Period;


 


(b)          with
respect to Note B-1-B, a Note B-1-B Control Appraisal Period;


 


(c)          with
respect to Note B-1-A, a Note B-1-A Control Appraisal Period; and


 


(d)          with
respect to Note A-B, a Note A-B Control Appraisal Period.


 


“Controlling
Note Holder” shall mean as of the Closing Date, the Note B-2 Holder, and thereafter, as of any date of determination:


 


(a)           if
a Note B-2 Control Appraisal Period has occurred and is continuing, but a Note B-1-B Control Appraisal Period has not occurred
and is continuing, the Note B-1-B Holder;


 


(b)           if
a Note B-1-B Control Appraisal Period has occurred and is continuing, but a Note B-1-B Control Appraisal Period has not occurred
and is continuing, the Note B-1-A Holder;


 


(c)           if
a Note B-1-A Control Appraisal Period has occurred and is continuing, but a Note A-B Control Appraisal Period has not occurred
and is continuing, the Note A-B Holder; and


 


(d)           if
a Note A-B Control Appraisal Period has occurred and is continuing, the Note A-A-1 Holder.


 


At any time that a Note
is included in a Securitization and the holder of such Note is the “Controlling Note Holder” pursuant to this definition,
the rights of the “Controlling Note Holder” herein may be exercised by the holders of the majority of the class of
securities issued in such Securitization designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided in the
applicable Securitization servicing agreement.


 



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


 


“Cure Period”
shall have the meaning assigned to such term in Section 32(a).


 


“Curing Note
Holder” shall have the meaning assigned to such term in Section 32(a).


 


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


 


“Defaulted Mortgage
Loan” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the
Servicing Agreement.


 


“Defaulted Mortgage
Loan Purchase Date” shall have the meaning assigned to such term in Section 33.


 


“Defaulted Mortgage
Loan Purchase Price” shall mean, with respect to the exercise of the right to purchase any of the A Notes, Note A-B,
Note B-1-A and/or Note B-1-B pursuant to Section 33 the sum, without duplication, of the following amounts with respect to each
such purchased Note:


 


(a)           the
Note Principal Balance of the purchased Note;


 


(b)           accrued
and unpaid interest on the purchased Note at the applicable Note Rate, from the date as to which interest was last paid in full
on the purchased Note by Mortgage Loan Borrower up to and including the end of the interest accrual period relating to the Monthly
Payment Date next following the date the purchase occurred;


 


(c)           any
other amounts due under the purchased Note, other than prepayment premiums, default interest, late fees, exit fees and any other
similar fees due with respect to the purchased Note, provided that if the Mortgage Loan Borrower or a Mortgage Loan Borrower
Related Party is the purchaser, the Defaulted Mortgage Loan Purchase Price shall include prepayment premiums, default interest,
late fees, exit fees and any other similar fees due with respect to the purchased Note;


 


(d)           in
the case of a purchase of the A Notes, any unreimbursed Servicing Advances and any expenses incurred in enforcing the Mortgage
Loan Documents (including, without limitation, Servicing Advances payable or reimbursable to any Servicer, and earned and unpaid
special servicing fees);


 


(e)           in
the case of a purchase of the A Notes, any accrued and unpaid Advance Interest Amount; and


 


(f)            in
the case of a purchase of the A Notes, (i) if the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser
or (ii) if such Notes are purchased after ninety (90) days after such option first becomes exercisable pursuant to Section 33 of
this Agreement, any liquidation or workout fees payable under


 






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the
Servicing Agreement and the Non-Lead Securitization Servicing Agreement with respect to the Mortgage Loan;


 


If the Mortgage Loan
is converted into a REO Property, for purposes of determining the Defaulted Mortgage Loan Purchase Price, interest will be deemed
to continue to accrue on the Notes at the applicable Note Rate and the applicable Note Principal Balances as if the Mortgage Loan
were not so converted. In no event shall the Defaulted Mortgage Loan Purchase Price include amounts due or payable to the Note
Holder exercising the purchase right under this Agreement.


 


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


 


“Directing Certificateholder”
shall have the meaning assigned to such term in Section 6(c).


 


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


 


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


 


“Indemnified
Items” shall have the meaning assigned to such term in Section 2(d).


 


“Indemnified
Parties” shall have the meaning assigned to such term in Section 2(d).


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial Note
A-A-6 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 



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“Initial Note
A-A-7 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-A-8 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-A-9 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-A-10 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Interim Servicing
Agreement” shall mean at such time that the Mortgage Loan is not serviced pursuant to the Lead Securitization Servicing
Agreement, that certain Servicing Agreement, dated as of March 18, 2016, between Natixis, as owner, and Wells Fargo Bank,


 






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National
Association, as servicer; provided that, in the event that a Securitization of the Lead Securitization Note has not occurred
within ninety (90) days after the date hereof, then the Note Holders will negotiate in good faith and enter into a standalone servicing
agreement reasonably acceptable to the Note Holders. The Lead Securitization Note Holder shall not, without the consent of the
other Note Holders, consent to any amendment or modification to such Interim Servicing Agreement to the extent such amendment or
modification would materially and adversely affect the Mortgage Loan or the other Note Holders’ rights with respect thereto
(as reasonably determined by such Note Holders).


 


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


 


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


 


“Lead Securitization”
shall mean during the period (i) during the period from and after the UBS 2017-C7 Securitization and prior to the Note A-A-1 Securitization
Date, the first Securitization and (ii) from and after the Note A-A-1 Securitization Date, the Note A-A-1 Securitization.


 


“Lead Securitization
Note” shall mean (a) during the period from and after the UBS 2017-C7 Securitization but prior to the Note A-A-1 Securitization
Date, the UBS 2017-C7 Securitization; and (b) on and after the Note A-A-1 Securitization Date, Note A-A-1 and, if Note A-B is included
as an asset of the Note A-A-1 Securitization, Note A-B.


 


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


 


“Lead Securitization
Servicing Agreement” shall mean the pooling and servicing agreement to be entered into in connection with the Securitization
of the Lead Securitization Note.


 


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


 


“Major Decisions”
shall mean any of the following actions:


 


(i)          any
proposed or actual foreclosure upon or comparable conversion (which may include acceptance of a deed in lieu of foreclosure of
the acquisition of an REO Property) of the ownership of the Mortgaged Property securing the Mortgage Loan 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 pay offs but excluding late
fees and default interest and any modification to any cash management arrangement) of the Mortgage Loan or any


 






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extension of the
maturity date of the Mortgage Loan other than as expressly permitted pursuant to the terms of the Mortgage Loan Documents;


 


(iii)        any
sale of (or entering into any agreement to sell) a Defaulted Mortgage Loan or REO Property for a price that is less than the outstanding
principal balance thereof plus accrued and unpaid interest plus outstanding servicing advances and advance interest thereon, including
the process pursuant to which the Defaulted Mortgage Loan is marketed and sold;


 


(iv)        any
determination to bring the Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise
address hazardous material located at the Mortgaged Property or an REO Property;


 


(v)         requests
for property or other asset releases or substitutions, other than (i) the release of collateral securing the Mortgage Loan in connection
with a defeasance of such collateral, (ii) immaterial condemnation actions and other similar takings or (iii) as required pursuant
to the specific terms of the Mortgage Loan Document and for which there is no lender discretion (but prompt notice of any request
for release shall be given even if no lender discretion exists);


 


(vi)        any
waiver of a “due on sale” or “due on encumbrance” clause with respect to the Mortgage Loan if lender consent
is required, or any consent to such a waiver or consent to a transfer or encumbrance of the Mortgaged Property or interests in
the Mortgage Loan 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 Mortgage Loan Agreement as related to an immaterial easement, right
of way or similar agreement;


 


(vii)       any
property management company changes or franchise changes for which the lender is permitted to consent or approve under the Mortgage
Loan Documents);


 


(viii)      releases
of any amounts from any escrows, reserve accounts or letters of credit, including without limitation any held as performance or
“earn out” escrows or reserves, other than those releases done in accordance with the specific terms of the Mortgage
Loan Documents and for which there is no lender discretion (but prompt notice of any request for release shall be given even if
no lender discretion exists);


 


(ix)         any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in the Mortgage Loan Borrower or
guarantor releasing the Mortgage Loan Borrower or guarantor from liability under the Mortgage Loan other than pursuant to the specific
terms of such Mortgage Loan and for which there is no lender discretion (but prompt notice of any request for such acceptance shall
be given even if no lender discretion exists);


 


(x)          any
determination of an Acceptable Insurance Default;


 



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(xi)         any
exercise of a material remedy with respect to a Mortgage Loan following a default or event of default of such Mortgage Loan;


 


(xii)        any
modification or consent to a modification or waiver of any material term of any intercreditor or similar agreement related to a
Mortgage Loan, or any action to enforce rights with respect to the Mortgage Loan;


 


(xiii)       any
consent to incurrence of additional debt by the Mortgage Loan Borrower or mezzanine debt by a direct or indirect parent of a borrower,
to the extent the mortgagee’s approval is required under the Mortgage Loan Documents and the incurrence of any debt by the
entity owning the REO Property or placing of any encumbrance thereon;


 


(xiv)       approving
leases, lease modifications or amendments, terminations or acceptances of any surrender or any requests for subordination non-disturbance
and attornment agreements or other similar agreements with respect to any lease that (a) involves a ground lease (including without
limitation any entry into a new ground lease or determining whether to cure any default by the Mortgage Loan Borrower under a ground
lease) or lease of an outparcel or affects an area greater than or equal to the lesser of (1) 20,000 square feet or (2) 20% of
the net rentable area of the Mortgaged Property, (b) involves a tenant or space specifically identified by name or space location
in the Mortgage Loan Documents as requiring the consent of the lender for the associated activity, (c) such transaction is not
a routine leasing matter for a customary lease of space for parking office retail, warehouse, industrial and/or manufacturing purposes,
(d) otherwise constitutes a “major lease” or “material lease” under the related loan documents or (e) such
transaction relates to a Specially Serviced Loan, in each case to the extent lender discretion is required under the Mortgage Loan
Documents (but prompt notice of any request for consent shall be given even if no lender discretion exists) and such approval rights
shall also apply to any of the foregoing actions to be taken on behalf of the entity which owns an REO Property;


 


(xv)        the
voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower;


 


(xvi)       any
proposed modification or waiver of any material provision in the related Mortgage Loan Documents governing the type, nature or
amount of insurance coverage required to be obtained and maintained by the Mortgage Loan Borrower;


 


(xvii)      any
approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or
condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property, in each case, to the
extent the lender has discretion under the Mortgage Loan Documents (but prompt notice of any request for approval shall be given
even if no lender discretion exists); and


 



    11 


     


    




 


(xviii)    approving
annual budgets for the Mortgaged Property or payments to entities actually known by the master servicer to be affiliates of the
Mortgage Loan Borrower (excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan
or Serviced Whole Loan).


 


(xix)       accept,
receive or apply any prepayment of all or any portion of the principal of the Mortgage Loan other than as is expressly permitted
by the terms of the Mortgage Loan Documents.


 


(xx)        enter
into any agreement for the subordination of the Mortgage Loan to any other interest which would constitute a lien on the Mortgaged
Property.


 


(xxi)       consenting
to any (1) alteration other than as expressly permitted by the Mortgage Loan Documents, (2) change of use, (3) any matter related
to the air rights lease, including without limitation any modification or granting any consent or waiver thereunder, or (4) material
service contract or other material agreement or any modification or termination thereof other than as expressly permitted by the
Mortgage Loan Documents, and the foregoing consent rights shall also apply to any of the foregoing actions to be taken on behalf
of the entity which owns an REO Property.


 


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


 


“Model PSA”
shall mean shall mean the Pooling and Servicing Agreement for the CSAIL 2017-CX10, Commercial Mortgage Pass-Through Certificates,
Series 2017-CX10 transaction, among Credit Suisse Commercial Mortgage Securities Corp., as depositor, KeyBank National Association,
as master servicer, CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as certificate
administrator and as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer,
a copy of which is available from Natixis upon request.


 


“Monetary Default”
shall have the meaning assigned to such term in Section 32(a).


 


“Monetary Default
Notice” shall have the meaning assigned to such term in Section 32(a).


 


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


 


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


 


“Moody’s”
shall mean Moody’s Investors Service, Inc., and its successors in interest.


 



    12 


     


    




 


“Morningstar”
shall mean Morningstar Credit Ratings, LLC, and its successors in interest.


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean that certain Loan Agreement, dated as of November 29, 2017, between Natixis, as lender, and One
State Street, LLC, as borrower, as the same may be further amended, restated, renewed, extended, modified or supplemented from
time to time, subject to the terms hereof.


 


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


 


“Mortgage Loan
Borrower Related Party” shall have (i) prior to the Securitization Date, the meaning assigned to the term “Borrower
Party” in the Model PSA or such other analogous term used in the Model PSA and (ii) from and after the Securitization Date,
the meaning given to the term “Borrower Party Affiliate” in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Net Note Rate”
means, with respect to each Note, the Note Rate minus the applicable Servicing Fee Rate.


 


“New Note”
shall have the meaning assigned to such term in Section 31.


 


“Non-Controlling
Senior Note Holder” means each of the Note A-A-2, Note A-A-3, Note A-A-4, Note A-A-5, Note A-A-6, Note A-A-7, Note A-A-8,
Note A-A-9 Holder and Note A-A-10.


 


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


 


“Non-Exempt
Person” shall mean any Person other than a Person who is either (i) a U.S. Person or (ii) has on file with the Agent
for the relevant year such duly-executed


 






    13 


     


    

 


form(s) or statement(s) which may, from time to time, be prescribed by law and which,
pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person,
(B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Servicer on behalf
of the Note Holders to make such payments free of any obligation or liability for withholding.


 


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


 


“Non-Lead Securitization”
shall mean any Securitization of a Note in a Securitization Trust other than the Lead Securitization.


 


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


 


“Non-Lead Securitization
Note” shall mean each A Note that is not included in the Lead Securitization.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Monetary
Default Cure Period” shall have the meaning assigned to such term in Section 32(d).


 


“Non-Monetary
Default” shall have the meaning assigned to such term in Section 32(d).


 


“Non-Monetary
Default Notice” shall have the meaning assigned to such term in Section 32(d).


 


“Note(s)”
shall have the meaning assigned to such term in the recitals.


 


“Note A Holder”
shall mean with regards to any A Note, the Initial Note Holder of such A Note or any subsequent holder of such A Note, as applicable.


 



    14 


     


    




 


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


 


“Note A-A-1
Holder” shall mean the Initial Note A-A-1 Holder or any subsequent holder of Note A-A-1, together with its successors
and assigns.


 


“Note A-A-1
Securitization” shall mean the Securitization of Note A-A-1 in a Securitization Trust to be designated by the Note A-A-1
Holder.


 


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


 


“Note A-A-2
Holder” shall mean the Initial Note A-A-2 Holder or any subsequent holder of Note A-A-2, together with its successors
and assigns.


 


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


 


“Note A-A-3
Holder” shall mean the Initial Note A-A-3 Holder or any subsequent holder of Note A-A-3, together with its successors
and assigns.


 


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


 


“Note A-A-4
Holder” shall mean the Initial Note A-A-4 Holder or any subsequent holder of Note A-A-4, together with its successors
and assigns.


 


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


 


“Note A-A-5
Holder” shall mean the Initial Note A-A-5 Holder or any subsequent holder of Note A-A-5, together with its successors
and assigns.


 


“Note A-A-6”
shall have the meaning assigned to such term in the recitals.


 


“Note A-A-6
Holder” shall mean the Initial Note A-A-6 Holder or any subsequent holder of Note A-A-6, together with its successors
and assigns.


 


“Note A-A-7”
shall have the meaning assigned to such term in the recitals.


 


“Note A-A-7
Holder” shall mean the Initial Note A-A-7 Holder or any subsequent holder of Note A-A-7, together with its successors
and assigns.


 


“Note A-A-8”
shall have the meaning assigned to such term in the recitals.


 


“Note A-A-8
Holder” shall mean the Initial Note A-A-8 Holder or any subsequent holder of Note A-A-8, together with its successors
and assigns.


 


“Note A-A-9”
shall have the meaning assigned to such term in the recitals.


 


“Note A-A-9
Holder” shall mean the Initial Note A-A-9 Holder or any subsequent holder of Note A-A-9, together with its successors
and assigns.


 


“Note A-A-10”
shall have the meaning assigned to such term in the recitals.


 



    15 


     


    




 


“Note A-A-10
Holder” shall mean the Initial Note A-A-10 Holder or any subsequent holder of Note A-A-10, together with its successors
and assigns.


 


“Note A-B”
shall mean Note A-B, as further described on the Mortgage Loan Schedule.


 


“Note A-B Control
Appraisal Period” means any period, with respect to the Mortgage Loan, if and for so long as:


 


(a)           (I)
the sum of (1) the initial Note Principal Balance of Note A-B minus (2) the sum (without duplication) of (x) any payments
of principal (whether as principal prepayments or otherwise) allocated to, and received on, Note A-B after the date of creation
of Note A-B, (y) any Appraisal Reduction Amount for the Mortgage Loan that is allocated to the Note A-B and (z) any losses realized
with respect to any Mortgaged Property or the Mortgage Loan that are allocated to Note A-B, plus (3) the Threshold Event
Collateral then held by the Servicer, is less than


 


(II)       twenty-five
percent (25%) of the remainder of the (i) initial Note Principal Balance of Note A-B less (ii) any payments of principal (whether
as principal prepayments or otherwise) allocated to, and received by, the Note A-B Holder on Note A-B after the date of creation
of Note A-B; or


 


(b)          any
interest in the such Note is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan
Borrower or Mortgage Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Note A-B Holder as the
Controlling Note Holder.


 


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


 


“Note B-1-A”
shall mean Note B-1-A, as further described on the Mortgage Loan Schedule.


 


“Note B-1-A
Control Appraisal Period” means any period, with respect to the Mortgage Loan, if and for so long as:


 


(a)           (I)
the initial Note Principal Balance of Note B-1-A minus (2) the sum (without duplication) of (x) any payments of principal
(whether as principal prepayments or otherwise) allocated to, and received on, Note B-1-A after the date of creation of Note B-1-A,
(y) any Appraisal Reduction Amount for the Mortgage Loan that is allocated to the Note B-1-A and (z) any losses realized with respect
to any Mortgaged Property or the Mortgage Loan that are allocated to Note B-1-A, plus (3) the Threshold Event Collateral
then held by the Servicer, is less than


 


(II)       twenty-five
percent (25%) of the remainder of the (i) initial Note Principal Balance of Note B-1-A less (ii) any payments of principal (whether
as principal prepayments or otherwise) allocated to, and received by, the Note B-1-A Holder on Note B-1-A after the date of creation
of Note B-1-A; or


 



    16 


     


    




 


(b)           any
interest in the such Note is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan
Borrower or Mortgage Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Note B-1-A Holder as
the Controlling Note Holder.


 


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


 


“Note B-1-B”
shall mean Note B-1-B, as further described on the Mortgage Loan Schedule.


 


“Note B-1-B
Control Appraisal Period” means any period, with respect to the Mortgage Loan, if and for so long as:


 


(a)           (I)
the initial Note Principal Balance of Note B-1-B minus (2) the sum (without duplication) of (x) any payments of principal
(whether as principal prepayments or otherwise) allocated to, and received on, Note B-1-B after the date of creation of Note B-1-B,
(y) any Appraisal Reduction Amount for the Mortgage Loan that is allocated to the Note B-1-A and (z) any losses realized with respect
to any Mortgaged Property or the Mortgage Loan that are allocated to Note B-1-B, plus (3) the Threshold Event Collateral
then held by the Servicer, is less than


 


(II)         twenty-five
percent (25%) of the remainder of the (i) initial Note Principal Balance of Note B-1-B less (ii) any payments of principal (whether
as principal prepayments or otherwise) allocated to, and received by, the Note B-1-B Holder on Note B-1-B after the date of creation
of Note B-1-B; or


 


(b)          any
interest in the such Note is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan
Borrower or Mortgage Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Note B-1-A Holder as
the Controlling Note Holder.


 


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


 


“Note B-2”
shall mean Note B-1-A, as further described on the Mortgage Loan Schedule.


 


“Note B-2 Control
Appraisal Period” means any period, with respect to the Mortgage Loan, if and for so long as:


 


(a)           (I)
the initial Note Principal Balance of Note B-2 minus (2) the sum (without duplication) of (x) any payments of principal
(whether as principal prepayments or otherwise) allocated to, and received on, Note B-2 after the date of creation of Note B-2,
(y) any Appraisal Reduction Amount for the Mortgage Loan that is allocated to the Note B-2 and (z) any losses realized with respect
to any Mortgaged Property or the Mortgage Loan that are allocated to Note B-2, plus (3) the Threshold Event Collateral then
held by the Servicer, is less than


 



    17 


     


    




 


(II)         twenty-five
percent (25%) or, for so long as Paramount Group, Inc. or an Affiliate is the Note B-2 Holder, fifteen percent (15%) of the remainder
of the (i) initial Note Principal Balance of Note B-2 less (ii) any payments of principal (whether as principal prepayments or
otherwise) allocated to, and received by, the Note B-2 Holder on Note B-2 after the date of creation of Note B-2; or


 


(b)           any
interest in the such Note is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan
Borrower or Mortgage Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Note B-2 Holder as the
Controlling Note Holder.


 


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


 


“Note B Holder”
shall mean with regards to any B Note, the Initial Note Holder of such B Note or any subsequent holder of such B Note, as applicable.


 


“Note Holder”
shall mean with regards to any Note, the Initial Note Holder or any subsequent holder of such Note, as applicable.


 


“Note Holders”
shall mean collectively, the Initial Note Holders or any subsequent holder of the Notes.


 


“Note Holder
Purchase Notice” shall have the meaning assigned to such term in Section 33.


 


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


 


“Note Principal
Balance” shall mean, with respect to each Note, at any time of determination, the principal balance for such Note, as
set forth on the Mortgage Loan Schedule, less any payments of principal thereon (or any New Notes issued in substitution thereof)
received by the related Note Holder (or any holders of New Notes in substitution thereof) or reductions in such amount pursuant
to Section 3 or 4, as applicable.


 


“Note Rate”
shall mean, with respect to each Note, the Note Rate set forth on the Mortgage Loan Schedule with respect to such Note.


 


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


 


“Original Entity”
shall have the meaning assigned to such term in Section 31.


 


“Owned Note”
shall have the meaning assigned to such term in Section 31.


 


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


 



    18 


     


    

 


 


 


“Percentage
Interest” shall mean, with respect to each Note Holder, a fraction, expressed as a percentage, the numerator of which
is the Note Principal Balance of the Note held by such Note Holder and the denominator of which is the sum of the Note Principal
Balance of all the Notes.


 


“Permitted
Fund Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C
hereto and made a part hereof or any other nationally-recognized manager of investment funds investing in debt or equity interests
relating to commercial real estate, (ii) investing through a fund with committed capital of at least $100,000,000 and (iii) not
subject to a proceeding 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.


 


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


 


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


 


“Pro
Rata Share” shall mean with respect to each A Note and the Note Holder of such A Note, a fraction, expressed as a percentage,
the numerator of which is the Note Principal Balance of such A Note and the denominator of which is the sum of the Note Principal
Balance of all of the A Notes.


 


“Qualified
Institutional Lender” shall mean each of:


 


(a)          the
Initial Note Holders, Paramount Group, Inc. and any other Person that is:


 


(b)          one
or more of the following:


 


(i)           a
real estate investment bank, an insurance company, bank, savings and loan association, investment bank, trust company, commercial
credit corporation, pension plan, pension fund, pension fund advisory firm, mutual fund, real estate investment trust, governmental
entity or plan, or


 


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


 






    19 


     


    

 


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


 


(iv)         an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $250,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified Institutional Lender
under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities referred to in clause (i)
or (ii) above) or clause (c) below (with respect to an entity Controlled by an entity referred to in clause (i),(ii) or (v) (with
respect to an institution substantially similar to the entities referred to in clause (i) or (ii) above)), or (C) a Permitted
Fund Manager, acts as a general partner, managing member, or the fund manager responsible for the day-to-day management and operation
of such investment vehicle, or


 


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


 


(vi)         a
private real estate fund investment trust established and authorized under the laws of Korea (an “Acquiring Korean Trust”),
so long (x) the beneficiaries of, and owners of not less than 51% of the equity interest in, the Acquiring Korean Trust are, directly
or indirectly, Persons that are otherwise Qualified Institutional Lenders and satisfy the capital surplus/equity and total asset
requirements set forth below, and


 


in
the case of any entity referred to in clause (b)(i), (ii), (iv)(B) or (v) of this definition, (x) such entity or parent
has at least $100,000,000 in capital/statutory surplus or shareholders’ equity including uncalled capital commitments (except
with respect to a pension advisory firm, asset manager or similar fiduciary) and at least $250,000,000 in total assets including
uncalled capital commitments (in name or under management), and (y) is regularly engaged in the business of making or owning
commercial real estate loans (or interests therein) similar to the Mortgage Loan (or mezzanine loans with respect thereto) or
owning or operating commercial real estate properties; provided that, in the case of the entity described in clause (iv)(B)
above, the


 






    20 


     


    

 


requirements
of this clause (y) may be satisfied by a general partner, managing member, or the fund manager responsible for the day-to-day
management and operation of such entity; or


 


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


 


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


 


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


 


“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 holder of Note A-A-1, 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 Servicing
Agreement and each Non-Lead Securitization Servicing Agreement, as applicable, 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


 






    21 


     


    

 


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.


 


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


 


“Regulation
AB” shall mean subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125,
as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Securities
and Exchange Commission or by the staff of the Securities and Exchange Commission, or as may be provided by the Securities and
Exchange Commission or its staff from time to time.


 


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


 


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


 


“REO
Property” shall mean any Mortgaged Property title to which has been acquired by a Servicer on behalf of the Note Holders
through foreclosure, deed in lieu of foreclosure or otherwise.


 


“Required
Special Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, within the twelve (12) month period prior to the date of determination, such special
servicer has acted as special servicer for one or more loans included in a commercial mortgage loan securitization that was rated
by Moody’s and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as
special servicer of such commercial mortgage loans as a material reason for such downgrade or withdrawal, (iv) in the case of
Morningstar, either (a) the applicable replacement has a special servicer ranking of at least “MOR CS3” by Morningstar
(if ranked by Morningstar) or (b) if not ranked by Morningstar, is currently acting as a special servicer on a deal or transaction-level
basis for all or a significant portion of the related mortgage loans in other CMBS transactions rated by any of S&P, Moody’s,
Morningstar, Fitch, DBRS or KBRA and the trustee does not have actual knowledge that Morningstar has, and the replacement special
servicer certifies that Morningstar has not, with respect to any such other CMBS transaction, qualified, downgraded or withdrawn
its rating or ratings on one or more classes of such CMBS transaction citing servicing concerns of the applicable replacement
as the sole or material factor in such rating action, (v) in the case of KBRA, KBRA has not cited servicing concerns of such special
servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer
prior to the time of determination, and (vi) in the


 






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case
of DBRS, within the twelve (12) month period prior to the date of determination, such special servicer has acted as special servicer
for one or more loans included in a commercial mortgage loan securitization that was rated by DBRS and DBRS has not downgraded
or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage
securities on “watch status” citing the continuation of such special servicer as special servicer of such commercial
mortgage loans as a material reason for such downgrade or withdrawal (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal).


 


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


 


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


 


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


 


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


 


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


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which any Notes are held.


 


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


 


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan or
any other Event of Default that causes the Mortgage Loan to become a Specially Serviced Loan (other than as a result of a foreseeable
default described in the definition of Servicing Transfer Event in the Servicing Agreement or the Model PSA), or any bankruptcy
or insolvency event that constitutes an Event of Default. A Sequential Pay Event shall no longer exist to the extent it has been
cured (including any cure payment made by a Note Holder in accordance with Section 32) and shall not be deemed to exist to the
extent a Note Holder is exercising its cure rights under Section 32.


 


“Servicer”
shall mean (i) prior to the Securitization Date, Wells Fargo Bank, National Association and (ii) following the Securitization
Date, the Master Servicer or the Special Servicer, as the context may require.


 


“Servicing
Advances” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA and (ii)
following the Securitization Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement
or such other analogous term used in the Lead Securitization Servicing Agreement.


 






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“Servicing
Agreement” shall mean, with respect to the Mortgage Loan, prior to the Securitization Date, the Interim Servicing Agreement,
and, from and after the Securitization Date, the Lead Securitization Servicing Agreement.


 


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


 


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


 


“Servicing
Transfer Event” shall (i) prior to the Securitization Date, the meaning assigned to such term in the Model PSA or such
other analogous term used in the Model PSA and (ii) from and after the Securitization Date, have the meaning assigned to such
term (or such other analogous term) in the Lead Securitization Servicing Agreement, except that, as provided in Section 32(a)(iii),
a Servicing Transfer Event shall be deemed not to have occurred for so long as a Note Holder is exercising its cure right hereunder.


 


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


 


“Special
Servicer” shall have the meaning assigned to such term (or other analogous term) in the Servicing Agreement.


 


“Taxes”
shall mean any income or other taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature, now or hereafter
imposed by any jurisdiction or by any department, agency, state or other political subdivision thereof or therein.


 


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


 


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


 


“Transfer”
shall have the meaning assigned to such term in Section 14.


 


“Trust
Fund Expenses” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Trustee”
shall mean, with respect to any Securitization, the bank or trust company as may be selected by the applicable depositor and approved
by the Rating Agencies to act as trustee for such Securitization, and shall include any fiscal agent and/or paying agent appointed
for such Securitization.


 


“UBS
2017-C7 Securitization” shall have the meaning assigned to such term in the recitals.


 


“U.S.
Person” shall mean a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) created or






    24 


     


    




 


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


 


Whenever
any defined term used herein has the meaning ascribed thereto in the Lead Securitization Servicing Agreement, that term shall
have a meaning no less favorable, in a material respect, to the Controlling Note Holder than that set forth in the Model PSA,
and under no circumstances shall the treatment of the Controlling Note Holder pursuant to the Lead Securitization Servicing Agreement
be any less favorable, in a material respect, to the Controlling Note Holder than pursuant to the terms of the Model PSA.


 


Section
2.              Servicing of the Mortgage Loan.


 


(a)           Each
Note Holder acknowledges and agrees that, as further provided in Section 5 of this Agreement, the Mortgage Loan shall be serviced
prior to the Securitization Date pursuant to the Interim Servicing Agreement and from and after the Securitization Date pursuant
to the Lead Securitization Servicing Agreement. Each Note Holder acknowledges that each other Note Holder may elect, in its sole
discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with
a securitizing Note Holder at the securitizing Note Holder’s expense, to effect such Securitization. Subject to the terms
and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment of the Master
Servicer, the Special Servicer, the Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement
by the depositor as each such party may be replaced pursuant to the terms of the Lead Securitization Servicing Agreement and agrees
to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in
accordance with this Agreement and the Lead Securitization Servicing Agreement. Each Note Holder hereby irrevocably appoints the
Master Servicer, the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact
to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf
under the Lead Securitization Servicing Agreement (subject at all times to the rights of such Note Holder set forth herein and
in the Lead Securitization Servicing Agreement). In no event shall the Servicing Agreement require the Servicer to enforce the
rights of any Note Holder against any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against
any other Note Holder; however, this statement shall not be construed to otherwise limit the rights of one Note Holder with respect
to any other Note Holder. Each Servicer shall be required pursuant to the Servicing Agreement to service the Mortgage Loan in
accordance with the Servicing Standard (which shall require, among other things, that each Servicer, in servicing the Mortgage
Loan, must take into account the interests of each Note Holder, taking into account that (1) Note B-2 is junior to Note B-1-B,
Note B-1-A, Note A-B and to the A Notes, (2) Note B-1-B is junior to Note B-1-A, Note A-B and to the A Notes, (3) Note B-1-A
is junior to Note A-B and the A Notes and (4) that Note A-B is junior to the A Notes), the terms of the Mortgage Loan Documents,
this Agreement, the Servicing Agreement and applicable law, shall provide information to each Non-Lead Servicer


 






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under
each Non-Lead Securitization Servicing Agreement to enable each such Non-Lead Servicer to perform its servicing duties under the
related Non-Lead Securitization Servicing Agreement and shall not take any action or refrain from taking any action or follow
any direction inconsistent with the foregoing.


 


(b)           At
any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note
Holders agree to cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note
Holders, pursuant to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing
Agreement (including, without limitation, all applicable provisions relating to delivery of information and reports necessary
for any Non-Lead Securitization to comply with any applicable reporting requirements under the Securities Exchange Act of 1934,
as amended) and all references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent
servicing agreement; provided, however, that (1) if a Non-Lead Securitization Note is in a Securitization, then
a Rating Agency Confirmation shall have been obtained from each Rating Agency with respect to such Securitization and (2) until
a replacement servicing agreement has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to
be serviced pursuant to the provisions of the Lead Securitization Servicing Agreement as if such agreement was still in full force
and effect with respect to the Mortgage Loan, by the Servicer in the Lead Securitization or by any Person appointed by the Lead
Securitization Note Holder that is a qualified servicer meeting the requirements of the Lead Securitization Servicing Agreement,
except that the Servicer shall have no obligation to make any P&I Advances on the Lead Securitization Note(s).


 


(c)           The
Master Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent provided
in the Servicing Agreement) (i) shall be required to make Servicing Advances with respect to the Mortgage Loan, subject to the
terms of the Servicing Agreement and this Agreement, and (ii) may be required to make P&I Advances on the Lead Securitization
Note(s), if and to the extent provided in the Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer
and the Trustee, as applicable, shall be entitled to reimbursement for an Advance and interest thereon and Trust Fund Expenses
in accordance with the terms of the Servicing Agreement and this Agreement.


 


(d)           Each
Non-Lead Securitization Note Holder agrees to indemnify (i) (as and to the same extent the Lead Securitization Trust is required
to indemnify each of the following parties in respect of the Mortgage Loan pursuant to the terms of the Lead Securitization Servicing
Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the depositor (and
any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties
in the Lead Securitization Servicing Agreement in respect of the Mortgage Loan) and (ii) the Lead Securitization Trust (such parties
in clause (i) and the Lead Securitization Trust, collectively, the “Indemnified Parties”) against any claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses
incurred in connection with the servicing and administration of the Mortgage Loan and the Mortgaged Property under the Lead Securitization
Servicing Agreement (collectively, the “Indemnified Items”) to the extent that such amounts remain unpaid or
unreimbursed after funds received from the Borrower for payment of such amounts and then after any principal and interest allocable
to Note B-2,


 






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Note
B-1-B, Note B-1-A and Note A-B, in that order, have been applied to pay such amounts, provided that the Indemnified Items
shall not include any cost, liability, fee or expense to the extent arising from the gross negligence, bad faith or willful misconduct
of any of the Indemnified Parties.


 


(e)           Each
Non-Lead Securitization Note Holder agrees to pay its Pro Rata Share of (i) any Servicing Advances and any interest accrued and
payable on such advances at the Advance Rate and (ii) any Trust Fund Expenses and any other fees, costs or expenses incurred in
connection with the servicing and administration of the Mortgage Loan (including, without, limitation, any costs, fees and expenses
related to obtaining any Rating Agency Confirmation and any Indemnified Items) in accordance with the Lead Securitization Servicing
Agreement and this Agreement to the extent that such amounts remain unpaid or unreimbursed after funds received from the Borrower
for payment of such amounts and then any principal and interest collections allocable to the B Notes have been applied to pay
such amounts.


 


In
the event that the Servicer or the Special Servicer has determined that expected proceeds of the Mortgage Loan (or foreclosed
property) would be insufficient for reimbursement of (i) any Servicing Advances and any interest accrued and payable on such Advances
at the Advance Rate, (ii) the Indemnified Items and (iii) any other Trust Fund Expenses and any other fees, costs or expenses
incurred in connection with the servicing and administration of the Mortgage Loan (including, without, limitation, any costs,
fees and expenses related to obtaining any Rating Agency Confirmation), each Non-Lead Securitization Note Holder shall be required
to, promptly following notice from the Master Servicer, pay the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, or the Lead Securitization Trust, as applicable, the Non-Lead Securitization Note’s pro rata share of
the insufficiency (which shall be determined based on the original principal balance of each Note) and, if a Non-Lead Securitization
Note has been included in a Non-Lead Securitization Trust, such payment shall be made from general collections on the other mortgage
loans in the related Non-Lead Securitization Trust.


 


For
the avoidance of doubt, no Non-Lead Securitization Note Holder shall be required to use general collections on the other mortgage
loans in the related Non-Lead Securitization Trust to reimburse any P&I Advances or any Nonrecoverable Advances that are P&I
Advances on the Lead Securitization Note(s) or any interest accrued and payable on such P&I Advances and Nonrecoverable Advances
that are P&I Advances.


 


(f)            The
master servicer under the Securitization of a Non-Lead Securitization Note (a “Non-Lead Master Servicer”) may
be required to make P&I Advances on the related Non-Lead Securitization Note, from time to time, subject to the terms of the
related servicing agreement for the related Securitization (each such agreement, a “Non-Lead Securitization Servicing
Agreement”) and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled
to make their own recoverability determination with respect to a P&I Advance to be made on the Lead Securitization Note(s)
based on the information that they have on hand and in accordance with the Lead Securitization Servicing Agreement. Each Non-Lead
Master Servicer and the special servicer and the trustee under each Non-Lead Securitization Servicing Agreement (respectively,
a “Non-Lead Special Servicer” and a “Non-Lead Trustee”), as applicable, shall be entitled
to make their own recoverability


 






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determination
with respect to a P&I Advance to be made on the related Non-Lead Securitization Note based on the information that they have
on hand and in accordance with the related Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as
applicable, and the related Non-Lead Master Servicer or the related Non-Lead Trustee shall be required to notify the other of
the amount of its P&I Advance within two business days of making such advance. If the Master Servicer, the Special Servicer
or the Trustee, as applicable (with respect to a Lead Securitization Note(s)) or a Non-Lead Master Servicer, a Non-Lead Special
Servicer or a Non-Lead Trustee, as applicable (with respect to Non-Lead Securitization Note), determines that a proposed P&I
Advance, if made, would be non-recoverable or an outstanding P&I Advance is or would be non-recoverable, or if the Master
Servicer, the Special Servicer or the Trustee, as applicable, subsequently determines that a proposed Servicing Advance would
be non-recoverable or an outstanding Servicing Advance is or would be non-recoverable, then, if and to the extent such information
is not already included in the Distribution Date Statement for the month in which such P&I Advance is made, the Master Servicer
or the Trustee (as provided in the Servicing Agreement, in the case of a determination of non-recoverability by the Master Servicer,
the Special Servicer or the Trustee) or the related Non-Lead Master Servicer or the related Non-Lead Trustee (as provided in the
related Non-Lead Securitization Servicing Agreement, in the case of a determination of non-recoverability by the related Non-Lead
Master Servicer, the related Non-Lead Special Servicer or the related Non-Lead Trustee) shall notify the Master Servicer and the
Trustee, or the related Non-Lead Master Servicer and the related Non-Lead Trustee, as the case may be, of the other Securitization
within two business days of making such determination.


 


The
Lead Securitization Servicing Agreement shall contain provisions:


 


(i)            to
the effect that the Lead Securitization Servicing Agreement may not be amended without the consent of the Non-Lead Securitization
Note Holder, Note B-2 Holder, Note B-1-B Holder, Note B-1-A Holder and, if Note A-B is not an asset of the Lead Securitization,
the Note A-B Holder if such amendment would materially and adversely affect the Mortgage Loan or the rights of any Non-Lead Securitization
Note Holder, Note A-B Holder, Note B-1-A Holder, Note B-1-B Holder or the Note B-2 Holder with respect thereto (as determined
by such Non-Lead Securitization Note Holder, Note A-B Holder, Note B-1-A Holder, Note B-1-B Holder or Note B-2 Holder, as applicable).


 


(ii)           consistent
with the additional provisions set forth on Schedule I.


 


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


 


(i)            any
Servicing Advances (and advance interest thereon) and any Trust Fund Expenses (including Indemnified Items) relating to servicing
and administration of the Mortgage Loan and the Mortgaged Property, including without limitation, any unpaid Special Servicing
Fees, Liquidation Fees and Workout Fees relating to the Mortgage Loan will be paid in accordance with Sections 2 and 3 of this
Agreement and the Servicing Agreement;


 






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(ii)           in
the event that the Servicer or the Special Servicer has determined that proceeds of the Mortgage Loan (or foreclosed property)
would be insufficient for reimbursement of the amounts described in clause (i) above, the related Non-Lead Master Servicer will
be required to, promptly following notice from the Master Servicer or the Special Servicer, pay the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, or the Lead Securitization Trust, as applicable, such Non-Lead Securitization
Trust’s pro rata share of the insufficiency (which shall be determined based on the original principal balance of
each Note) out of general funds in the collection account (or equivalent account) established under the related Non-Lead Securitization
Servicing Agreement;


 


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


 


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


 


(h)           Each
Non-Lead Securitization Note Holder shall give each of the parties to the Servicing Agreement (that will not also be a party to
the related Non-Lead Securitization Servicing Agreement) notice of the Non-Lead Securitization in writing (which may be by e-mail)
prior to or promptly following the related Non-Lead Securitization Date. Such notice shall contain contact information for each
of the parties to the related Non-Lead Securitization Servicing Agreement. In addition, after the related Non-Lead Securitization
Date, the related Non-Lead Securitization Note Holder shall send a copy of the related Non-Lead Securitization Servicing Agreement
to each of the parties to the Servicing Agreement.


 


(i)            Each
of the Note Holders agrees that Paramount Group, Inc. shall qualify as a “Qualified Manager” as such term in used
in the Mortgage Loan Agreement.


 


Section
3.             Priority of Payments. The Note B-2 and
the rights of the Note B-2 Holder to receive payments of interest, principal and other amounts with respect to the Note B-2, shall
at all times be junior, subject and subordinate to the Note B-1-B and the right of the Note B-1-B Holder to receive payments of
interest, principal and other amounts with respect to such Note B-1-B; the Note B-1-B and the rights of the Note B-1-B Holder
to receive payments of interest, principal and other amounts with respect to the Note B-1-B, shall at all times be junior, subject
and subordinate to the Note B-1-A and the right of the Note B-1-A Holder to receive payments of interest, principal and other
amounts with respect to such Note B-1-A; the Note B-1-A and the rights of the Note B-1-A Holder to receive payments of interest,
principal and other amounts with respect to the Note B-1-A, shall at all times be junior, subject and subordinate to the Note
A-B and the right of the Note A-B Holder to receive payments of interest, principal and other amounts with respect to such Note
A-B; and each of the Note B-2, Note B-1-B, Note B-1-A and Note A-B and the respective rights of the related Note Holders to receive
payments of interest, principal and other amounts with respect to the Note B-2, Note B-1-B, Note B-1-A and Note A-B, as applicable
shall at all times be junior, subject and subordinate to each A Note and


 






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the
right of the Note A Holders to receive payments of interest, principal and other amounts with respect to such A Note, in each
case, as further described below:


 


(a)           If
no Sequential Pay Event, as determined by the applicable Servicer, shall have occurred and be continuing, all amounts tendered
by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan
or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon
Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage
Loan or Insurance Proceeds or Condemnation Proceeds (other than (1) proceeds, awards or settlements to be applied to the restoration
or repair of a Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan
Documents, to the extent permitted by the REMIC Provisions, (2) all amounts for required reserves or escrows required by the Mortgage
Loan Documents (to the extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows,
(3) all amounts received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable
to the Servicer or the Non-Lead Master Servicer under the Servicing Agreement and (4)(a) all amounts that are then due, payable
or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing
Agreement (including, without limitation, reimbursement of Servicing Advances and P&I Advances on the Lead Securitization
Note(s) and interest thereon) and (b) all amounts that are then due and payable to any Non-Lead Master Servicer (or Non-Lead Trustee)
in respect of any P&I Advances and interest thereon in respect of any Non-Lead Securitization Note) (it being understood that
P&I Advances with respect to the Lead Securitization Note(s) and any Non-Lead Securitization Note (if made by the Non-Lead
Master Servicer or the Non-Lead Special Servicer, as applicable, pursuant to a Non-Lead Securitization Servicing Agreement) deemed
non-recoverable may be reimbursed from collections on the Mortgage Loan, first to reimbursement P&I Advances with respect
to the A Notes on a Pro Rata and Pari Passu Basis, and then to reimburse P&I Advances with respect to Note A-B) shall be applied
and distributed by the Servicer in the following order of priority without duplication (and payments shall be made at such times
as are set forth in the Servicing Agreement):


 


(i)             first,
on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the A Notes (other than default interest) to each Note
Holder of an A Note in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balances at the applicable
Net Note Rate;


 


(ii)           second,
on a Pro Rata and Pari Passu Basis, to each Note Holder of an A Note an amount equal to the Percentage Interest relating to each
of the A Notes of all principal payments (including any Casualty/Condemnation Prepayment) received, if any, with respect to the
related Monthly Payment Date;


 


(iii)          third,
to the extent the Note A-B Holder has made any payments or advances to cure defaults pursuant to Section 32, to reimburse the
Note A-B Holder for all such cure payments;


 






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(iv)           fourth,
to pay accrued and unpaid interest on the Note A-B (other than default interest) to the Note A-B Holder in an amount equal to
the accrued and unpaid interest on the applicable Note Principal Balance at the applicable Net Note Rate;


 


(v)            fifth,
to the Note A-B Holder an amount equal to the Percentage Interest relating to the Note A-B of all principal payments (including
any Casualty/Condemnation Prepayment) received, if any, with respect to the related Monthly Payment Date;


 


(vi)         
sixth, to the extent the Note B-1-A Holder has made any payments or advances to cure defaults pursuant to Section 32, to
reimburse the Note B-1-A Holder for all such cure payments;


 


(vii)         seventh,
to pay accrued and unpaid interest on the Note B-1-A (other than default interest) to the Note B-1-A Holder in an amount equal
to the accrued and unpaid interest on the applicable Note Principal Balance at the applicable Net Note Rate;


 


(viii)        eighth,
to the Note B-1-A Holder an amount equal to the Percentage Interest relating to the Note B-1-A of all principal payments (including
any Casualty/Condemnation Prepayment) received, if any, with respect to the related Monthly Payment Date;


 


(ix)           ninth,
to the extent the Note B-1-B Holder has made any payments or advances to cure defaults pursuant to Section 32, to reimburse the
Note B-1-B Holder for all such cure payments;


 


(x)            tenth,
to pay accrued and unpaid interest on the Note B-1-B (other than default interest) to the Note B-1-B Holder in an amount equal
to the accrued and unpaid interest on the applicable Note Principal Balance at the applicable Net Note Rate;


 


(xi)           eleventh,
to the Note B-1-B Holder an amount equal to the Percentage Interest relating to the Note B-1-B of all principal payments (including
any Casualty/Condemnation Prepayment) received, if any, with respect to the related Monthly Payment Date;


 


(xii)          twelfth,
to the extent the Note B-2 Holder has made any payments or advances to cure defaults pursuant to Section 32, to reimburse the
Note B-2 Holder for all such cure payments;


 


(xiii)         thirteenth,
to pay accrued and unpaid interest on the Note B-2 (other than default interest) to the Note B-2 Holder in an amount equal to
the accrued and unpaid interest on the applicable Note Principal Balance at the applicable Net Note Rate;


 


(xiv)         fourteenth,
to the Note B-2 Holder (A) first, an amount equal to the Percentage Interest relating to the Note B-2 of all principal
payments (including any Casualty/Condemnation Prepayment) received, if any, with respect to the related Monthly Payment Date;


 






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(xv)          fifteenth,
to pay (1) any Yield Maintenance Premium then due and payable in respect of the A Notes, to the Note A Holders on a Pro
Rata and Pari Passu Basis, then (2) any Yield Maintenance Premium then due and payable in respect of Note A-B to the Note
A-B Holder, then (3) any Yield Maintenance Premium then due and payable in respect of Note B-1-A to the Note B-1-A Holder,
then (4) any Yield Maintenance Premium then due and payable in respect of Note B-1-B to the Note B-1-B Holder, and finally,
(5) any Yield Maintenance Premium then due and payable in respect of the Note B-2 to the Note B-2 Holder;


 


(xvi)        sixteenth,
to the extent late fees, assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise
applied under the Servicing Agreement, including, without limitation, to compensate a Servicer under the Servicing Agreement,
any such late fees, assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the
Note Holders, pro rata, based on their respective initial principal balances;


 


(xvii)       seventeenth,
any interest accrued at the applicable default rate, pro rata and pari passu, to (A) the Note A Holders on a Pro
Rata and Pari Passu Basis in an amount calculated on the Note Principal Balance of each of the A Notes at the applicable default
rate, prior to the application of funds contemplated in this Section 3(a), (B) to the Note A-B Holder in an amount
calculated on the Note Principal Balance of Note A-B at the applicable default rate prior to the application of funds contemplated
in this Section 3(a), (C) to the Note B-1-A Holder in an amount calculated on the Note Principal Balance of Note B-1-A at the
applicable default rate prior to the application of funds contemplated in this Section 3(a), (D) to the Note B-1-B
Holder in an amount calculated on the Note Principal Balance of Note B-1-B at the applicable default rate prior to the application
of funds contemplated in this Section 3(a), and (E) to the Note B-2 Holder in an amount calculated on the Note Principal Balance
of Note B-2 at the applicable default rate prior to the application of funds contemplated in this Section 3(a), in each case,
to the extent actually paid by the Mortgage Loan Borrower and not payable to any Servicer pursuant to the Servicing Agreement;
and


 


(xviii)      eighteenth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (i)-(xvii), any remaining amount shall be paid pro rata to each Note Holder based on its initial
principal balance.


 


(b)           If
a Sequential Pay Event, as determined by the applicable Servicer in accordance with this Agreement and the Servicing Agreement,
shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on
or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof,
whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter
of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than
(1) proceeds, awards or settlements to be applied to the restoration or repair of a Mortgaged Property or released to the Mortgage
Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the


 






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REMIC
Provisions, (2) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent and in accordance
with the terms of the Mortgage Loan Documents) to be held as reserves or escrows, (3) all amounts received as reimbursements on
account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer or the Non-Lead Master Servicer
under the Servicing Agreement and (4)(a) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator
or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement (including, without limitation, reimbursement
of Servicing Advances and P&I Advances on the Lead Securitization Note(s) and interest thereon) and (b) all amounts that are
then due and payable to the Non-Lead Master Servicer (or Non-Lead Trustee) in respect of any P&I Advances and interest thereon
in respect of any Non-Lead Securitization Note) (it being understood that P&I Advances with respect to the Lead Securitization
Note(s) and any Non-Lead Securitization Note (if made by the Non-Lead Master Servicer or the Non-Lead Special Servicer, as applicable,
pursuant to a Non-Lead Securitization Servicing Agreement) deemed non-recoverable may be reimbursed from collections on the Mortgage
Loan, first to reimbursement P&I Advances with respect to the A Notes on a Pro Rata and Pari Passu Basis, and then to reimburse
P&I Advances with respect to Note A-B) shall be applied and distributed by the Servicer in the following order of priority
without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):


 


(i)             first,
on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the A Notes (other than default interest) to each Note
Holder of an A Note in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balances at the applicable
Net Note Rate;


 


(ii)           second,
on a Pro Rata and Pari Passu Basis, to each Note Holder of an A Note an amount equal to all principal payments (or other amounts
allocated to principal) received, if any, with respect to the related Monthly Payment Date, until their respective Note Principal
Balances have been reduced to zero;


 


(iii)          third,
to pay accrued and unpaid interest on Note A-B (other than default interest) to the Note A-B Holder in an amount equal to the
accrued and unpaid interest on the Note Principal Balance of the Note A-B at the applicable Net Note Rate;


 


(iv)           fourth,
on a Pro Rata and Pari Passu Basis, to each Note Holder of an A Note an amount equal to all remaining amounts (other than
default interest) received with respect to the related Monthly Payment Date, until their respective Note Principal Balances have
been reduced to zero;


 


(v)            fifth,
to the extent the Note A-B Holder has made any payments or advances to cure defaults pursuant to Section 32, to reimburse the
Note A-B Holder for all such cure payments;


 


(vi)          sixth,
to pay accrued and unpaid interest on the Note A-B (other than default interest) to the Note A-B Holder in an amount equal to
the accrued and unpaid interest on the applicable Note Principal Balance at the applicable Net Note Rate;


 






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(vii)         seventh,
to the Note A-B Holder in an amount equal to all remaining amounts received with respect to the related Monthly Payment Date
until its Note Principal Balance has been reduced to zero;


 


(viii)        eighth,
to the extent the Note B-1-A Holder has made any payments or advances to cure defaults pursuant to Section 32, to reimburse the
Note B-1-A Holder for all such cure payments;


 


(ix)          ninth,
to pay accrued and unpaid interest on the Note B-1-A (other than default interest) to the Note B-1-A Holder in an amount equal
to the accrued and unpaid interest on the applicable Note Principal Balance at the applicable Net Note Rate;


 


(x)           tenth,
to the Note B-1-A Holder in an amount equal to all remaining amounts (other than default interest) received with respect to
the related Monthly Payment Date, until its Note Principal Balance has been reduced to zero;


 


(xi)          eleventh,
to the extent the Note B-1-B Holder has made any payments or advances to cure defaults pursuant to Section 32, to reimburse the
Note B-1-B Holder for all such cure payments;


 


(xii)         twelfth,
to pay accrued and unpaid interest on the Note B-1-B (other than default interest) to the Note A-B Holder in an amount equal to
the accrued and unpaid interest on the applicable Note Principal Balance at the applicable Net Note Rate;


 


(xiii)        thirteenth,
to the Note B-1-B Holder in an amount equal to all remaining amounts (other than default interest) received with respect to
the related Monthly Payment Date, until its Note Principal Balance has been reduced to zero;


 


(xiv)         fourteenth,
to the extent the Note B-2 Holder has made any payments or advances to cure defaults pursuant to Section 32, to reimburse the
Note B-2 Holder for all such cure payments;


 


(xv)          fifteenth,
to pay accrued and unpaid interest on the Note B-2 (other than default interest) to the Note A-B Holder in an amount equal to
the accrued and unpaid interest on the applicable Note Principal Balance at the applicable Net Note Rate;


 


(xvi)        sixteenth,
to the Note B-2 Holder in an amount equal to all remaining amounts (other than default interest) received with respect to
the related Monthly Payment Date, until its Note Principal Balance has been reduced to zero;


 


(xvii)       seventeenth,
to pay (1) any Yield Maintenance Premium then due and payable in respect of the A Notes, to the Note A Holders on a Pro
Rata and Pari Passu Basis, then (2) any Yield Maintenance Premium then due and payable in respect of Note A-B to the Note
A-B Holder, then (3) any Yield Maintenance Premium then due and payable in respect of Note B-1-A to the Note B-1-A Holder,
then (4) any Yield Maintenance Premium then due and payable in respect of Note B-1-B to the Note B-1-B Holder, and finally,
(5) any Yield Maintenance Premium then due and payable in respect of the Note B-2 to the Note B-2 Holder;


 






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(xviii)      eighteenth,
to the extent late fees, assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise
applied under the Servicing Agreement, including, without limitation, to compensate a Servicer under the Servicing Agreement,
any such late fees, assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the
Note Holders, pro rata, based on their respective initial principal balances;


 


(xix)         nineteenth,
any interest accrued at the applicable default rate, pro rata and pari passu, to (A) the Note A Holders on a Pro
Rata and Pari Passu Basis in an amount calculated on the Note Principal Balance of each of the A Notes at the applicable default
rate, prior to the application of funds contemplated in this Section 3(b), (B) to the Note A-B Holder in an amount
calculated on the Note Principal Balance of Note A-B at the applicable default rate prior to the application of funds contemplated
in this Section 3(b), (C) to the Note B-1-A Holder in an amount calculated on the Note Principal Balance of Note B-1-A
at the applicable default rate prior to the application of funds contemplated in this Section 3(b), (D) to the Note B-1-B Holder
in an amount calculated on the Note Principal Balance of Note B-1-B at the applicable default rate prior to the application of
funds contemplated in this Section 3(b) and (E) to the Note B-2 Holder in an amount calculated on the Note Principal Balance of
Note B-2 at the applicable default rate prior to the application of funds contemplated in this Section 3(b), in each case, to
the extent actually paid by the Mortgage Loan Borrower and not payable to any Servicer pursuant to the Servicing Agreement; and


 


(xx)          twentieth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (i)-(xix), any remaining amount shall be paid pro rata to each Note Holder based on its initial principal
balance.


 


(c)           Notwithstanding
anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received
with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable
Mortgage and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted
by such REMIC provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based
solely on real property and excluding any personal property and going concern value).


 


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


 






    35 


     


    

 


hereof,
and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such
workout shall be borne, first, by the Note B-2 Holder (up to its Note Principal Balance, together with accrued interest
thereon at the applicable Note Rate and any other amounts due to the Note B-2 Holder), second, by the Note B-1-B Holder
(up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due
to the Note B-1-B Holder), third, by the Note B-1-A Holder (up to its Note Principal Balance, together with accrued
interest thereon at the applicable Note Rate and any other amounts due to the Note B-1-A Holder), fourth by the Note
A-B Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other
amounts due to the Note A-B Holder) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to
their respective Note Principal Balances, together with accrued interest thereon at the applicable Note Rate and any other amounts
due to each Note A Holder, as applicable). Any recoveries in connection with a workout of the Mortgage Loan will be allocated
first, to the Note A Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up
to their respective Note Principal Balances, together with accrued interest thereon at the applicable Note Rate and any other
amounts due to each Note A Holder, as applicable), second, to the Note A-B Holder (up to its Note Principal Balance, together
with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note A-B Holder), third, by
the Note B-1-A Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and
any other amounts due to the Note B-1-A Holder), fourth, by the Note B-1-B Holder (up to its Note Principal Balance,
together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note B-1-B Holder) and
then, by the Note B-2 Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable
Note Rate and any other amounts due to the Note B-2 Holder).


 


Section
5.              Administration of the Mortgage Loan.


 


(a)           Subject
to this Agreement (including but not limited to Section 6(c)) and the Servicing Agreement, and subject to the rights and
consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder (or the Master Servicer,
the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have the sole and exclusive
authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including,
without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent to any action
or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive any Event of
Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and neither the Non-Lead Securitization
Note Holders, nor any Note B Holder shall have any voting, consent or other rights whatsoever except as explicitly set forth herein
with respect to the Lead Securitization Note Holder’s administration of, or exercise of its rights and remedies with respect
to, the Mortgage Loan. Subject to this Agreement and the Servicing Agreement , each of the Non-Lead Securitization Note Holders
and each of the Note B Holders agrees that they shall have no right to, and hereby presently and irrevocably assigns and conveys
to the Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead
Securitization Note Holder) the rights, if any, that such Note Holder has to, (i) call or cause the Lead Securitization Note
Holder to call an Event of Default under the Mortgage Loan, or (ii) exercise any remedies with respect


 






    36 


     


    

 


to
the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing or causing the Lead Securitization Note
Holder to file any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master
Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall not have any fiduciary
duty to any Non-Lead Securitization Note Holder or any Note B Holder in connection with the administration of the Mortgage
Loan (but the foregoing shall not relieve the Lead Securitization Note Holder from the obligation to make any disbursement of
funds as set forth herein or its obligation to follow the Servicing Standard (in the case of the Master Servicer or the Special
Servicer) or any liability for failure to do so).


 


Upon
the Mortgage Loan becoming a Defaulted Loan, each of the Non-Lead Securitization Note Holders and the Note B Holders hereby acknowledges
(A) the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization
Note Holder) to sell the Non-Lead Securitization Note together with the Lead Securitization Note, and (B) the right but not the
obligation of the Lead Securitization Note Holder to sell the Non-Lead Securitization Note, Note A-B, Note B-1-A, Note B-1-B and
Note B-2 together with the Lead Securitization Note as notes evidencing one whole loan in accordance with the terms of the Servicing
Agreement , in each case subject to: (1) the consent rights of the Controlling Note Holder pursuant to Section 6(c) and (2) the
written consent of the holder of each other Note that is not a Lead Securitization Note Holder unless the Special Servicer has
delivered to each such Note Holder: (a) at least 15 business days prior written notice of any decision to attempt to sell
the Mortgage Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material
amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least
10 days prior to the proposed sale date, a copy of the most recent appraisal for the Mortgage Loan, and any documents in the servicing
file reasonably requested by the applicable Note Holder that are material to the price of the Mortgage Loan; and (d) until
the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors) prior to the proposed
sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved
by the Servicer or the Special Servicer in connection with the proposed sale; provided that the applicable Note Holder
may waive any of the delivery or timing requirements described in this sentence.


 


Subject
to the terms of the Servicing Agreement , each Appraised-Out Holder and each Non-Lead Securitization Note Holder (or such Note
Holder’s representative) that is not a Mortgage Loan Borrower Related Party shall be permitted to submit an offer at any
sale of the Mortgage Loan.


 


Any
such sale shall be executed in the manner set forth in the Servicing Agreement.


 


The
Non-Lead Securitization Note Holders, the Note A-B Holder, the Note B-1-A Holder, the Note B-1-B Holder and the Note B-2 Holder
hereby appoint the Lead Securitization Note Holder as its agent, and grants to the Lead Securitization Note Holder an irrevocable
power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for and consummating
the sale of the Non-Lead Securitization Notes, Note A-B, Note B-1-A, Note B-1-B and Note B-2. The Non-Lead Securitization Note
Holders, each Note A-B


 






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Holder,
each Note B-1-A Holder, each Note B-1-B Holder and each Note B-2 Holder further agrees that, upon the request of the Lead Securitization
Note Holder, it shall execute and deliver to or at the direction of Lead Securitization Note Holder such powers of attorney or
other instruments as the Lead Securitization Note Holder may reasonably request to better assure and evidence the foregoing appointment
and grant, in each case promptly following request, and shall deliver an original of its Note, endorsed in blank, to or at the
direction of the Lead Securitization Note Holder in connection with the consummation of any such sale.


 


The
authority of the Lead Securitization Note Holder to sell the Non-Lead Securitization Note, Note A-B, Note B-1-A, Note B-1-B and
Note B-2 and the obligations of the Non-Lead Securitization Note Holders, Note A-B Holder, Note B-1-A Holder, Note B-1-B Holder
and the Note B-2 Holder to execute and deliver instruments or deliver their respective Notes upon request of the Lead Securitization
Note Holder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which the Lead Securitization
is terminated in accordance with its terms.


 


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


 



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


 







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(c)           The
Mortgage Loan shall be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction
Amounts with respect to the Mortgage Loan shall be allocated, first, to Note B-2 up to its outstanding principal balance,
second, to Note B-1-B Holder up to its outstanding principal balance, third, to Note B-1-A up to its outstanding
principal balance, fourth, to Note A-B up to its outstanding principal balance, and then to the A Notes on a pro
rata and pari passu basis (based on their relative outstanding principal balances).


 


(d)           (i)  If
the Note B-2 Holder, Note B-1-B Holder, Note B-1-A Holder or Note A-B Holder (at any time that Note A-B is not included in a Securitization)
is determined at any time of determination to no longer be the Controlling Note Holder) (the “Appraised-Out Holder”)
as a result of the application of an Appraisal Reduction Amount, such Note Holder shall have the right, at its sole expense, to
require the Special Servicer to order a second Appraisal with respect to the Mortgage Loan. The Special Servicer shall use its
reasonable efforts to cause such second Appraisal to be (A) delivered within thirty (30) days from receipt of the Appraised-Out
Holder’s written request and (B) prepared on an “as-is” basis by an MAI appraiser (provided that
such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Appraised-Out Holder
is requesting the Special Servicer to obtain an additional Appraisal).


 


(ii)           Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the
Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction
Amount is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction Amount based on such
supplemental Appraisal and any information received from the Master Servicer. If required by such recalculation, the Appraised-Out
Holder shall be reinstated as the Controlling Note Holder and, if applicable, shall have its Note Principal Balance notionally
restored to the extent required by such recalculation of the Appraisal Reduction Amount.


 


(iii)          The
Appraised-Out Holder requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction,
control, consent and/or similar rights of the Controlling Note Holder until such time, if any, as the holder is reinstated as
the Controlling Note Holder (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental
Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation
of the Appraisal Reduction Amount is warranted or (B) the Special Servicer recalculates the Appraisal Reduction Amount based on
the supplemental Appraisal, the “Appraisal Review Period”).


 


(iv)          The
rights of the Controlling Note Holder during each Appraisal Review Period shall be exercised by the Note Holder that would be
the Controlling Note Holder assuming no recalculation is performed; except that


 


(v)           During
the Appraisal Review Period, the Special Servicer shall be restricted from selling the Mortgaged Property or taking any major
enforcement or workout action.


 






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(e)           Each
Note B Holder (with respect to the Note A-B, at any time that Note A-B is not included in a Securitization) shall be entitled
to avoid a Control Appraisal Period caused by application of an Appraisal Reduction Amount upon satisfaction of the following
(which must be completed within thirty (30) days of the receipt of a third party Appraisal that indicates such Control Appraisal
Period has occurred): (i) such Note Holder shall have delivered as a supplement to the Appraised Value of the Mortgaged Property,
in the amount specified in clause (ii) below, to the Servicer, together with documentation acceptable to the Servicer in
accordance with the Servicing Standard to create and perfect a first priority security interest in favor of the Note Holders in
such collateral (a) cash collateral for the benefit of the Notes, and acceptable to, the Servicer or (b) an unconditional and
irrevocable standby letter of credit with the Note Holders as the beneficiary, issued by a bank or other financial institutions
the long term unsecured debt obligations of which are at all times rated at least “AA” by S&P, “A”
by Fitch and “Aa2” by Moody’s or the short term obligations of which are rated at least “A-1+” by
S&P, “F-1” by Fitch and “P-1” by Moody’s (either (a) or (b), the “Threshold
Event Collateral”), and (ii) the Threshold Event Collateral shall be in an amount which, when added to the Appraised
Value of the Mortgaged Property as determined pursuant to the Servicing Agreement , would cause the applicable Control Appraisal
Period not to occur. If the requirements of this paragraph are satisfied by a Note B Holder (a “Threshold Event Cure”),
no Control Appraisal Period caused by application of an Appraisal Reduction Amount shall be deemed to have occurred. If a letter
of credit is furnished as Threshold Event Collateral, the applicable Note B Holder shall be required to renew such letter of credit
not later than thirty (30) days prior to expiration thereof or to replace such letter of credit with a substitute letter of credit
or other Threshold Event Collateral with an expiration date that is greater than forty-five (45) days from the date of substitution;
provided, however, that, if a letter of credit is not renewed prior to thirty (30) days prior to the expiration
date of such letter of credit, the letter of credit shall provide that the Servicer may (and at the direction of the applicable
Note B Holder shall) draw upon such letter of credit and hold the proceeds thereof as Threshold Event Collateral. If a letter
of credit is furnished as Threshold Event Collateral, the applicable Note B Holder shall be required to replace such letter of
credit with other Threshold Event Collateral within thirty (30) days if the credit ratings of the issuing entity are downgraded
below the required ratings; provided, however, that, if such Threshold Event Collateral is not so replaced, the
Servicer shall draw upon such letter of credit and hold the proceeds thereof as Threshold Event Collateral. The Threshold Event
Cure shall continue until (i) the Appraised Value of the Mortgaged Property plus the value of the Threshold Event Collateral would
not be sufficient to prevent a Control Appraisal Period from occurring; or (ii) final liquidation of the Mortgage Loan or REO
Property. If the Appraised Value of the Mortgaged Property, upon any redetermination thereof, is sufficient to avoid the occurrence
of a Control Appraisal Period without taking into consideration any, or some portion of, Threshold Event Collateral previously
delivered by such Note B Holder any or such portion of Threshold Event Collateral held by the Servicer shall promptly be returned
to the applicable Note B Holder (at its sole expense). Upon final liquidation or repayment of the Mortgage Loan or REO Property
with respect to the Mortgage Loan, such Threshold Event Collateral shall be available to reimburse each Note Holder for any realized
loss pursuant to Section 3 or 4, as applicable, with respect to the Mortgage Loan after application of the net proceeds
of liquidation, not in excess of the Note Principal Balances of the Notes, plus accrued and unpaid interest thereon at the applicable
interest rate and all other expenses reimbursable under this Agreement and under the Servicing Agreement . The entire amount of
Threshold Event Collateral, without a


 






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haircut
or other reduction, shall be considered in determining the sufficiency of such Threshold Event Collateral to avoid a Control Appraisal
Period.


 


(f)            The
Servicer or Special Servicer shall obtain appraisals that meet the requirements of, and at the times required pursuant to, the
terms of the Servicing Agreement .


 


Section
6.             Appointment of Controlling Note Holder Representative
and Non-Controlling Senior Note Holder Representative.


 


(a)         The
Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights
and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling
Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling
Note Holder Representative in accordance with the terms of the Servicing Agreement. When exercising its various rights under Section 5
and elsewhere in this Agreement, the Controlling Note Holder may, at its option, in each case, act through the Controlling Note
Holder Representative. The Controlling Note Holder Representative may be any Person (other than the Mortgage Loan Borrower, its
principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation, the Controlling Note Holder, any officer
or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other unrelated third party. No
such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling
Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under this Agreement may be taken by the
Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. No Servicer, Trustee or Certificate Administrator
acting on behalf of the Lead Securitization Note Holder shall be required to recognize any Person as a Controlling Note Holder
Representative until the Controlling Note Holder has notified each Servicer, Trustee and Certificate Administrator of such appointment
and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note Holder, the Controlling Note
Holder Representative provides each Servicer, Trustee and Certificate Administrator with written confirmation of its acceptance
of such appointment, an address and facsimile number for the delivery of notices and other correspondence and a list of officers
or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and
facsimile numbers). The Controlling Note Holder shall promptly deliver such information to each Servicer, Trustee and Certificate
Administrator.


 


(b)        Neither
the Controlling Note Holder Representative nor the Controlling Note Holder will have any liability to the other Note Holders or
any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure
to give any consent pursuant to this Agreement or the Servicing Agreement, or errors in judgment, absent any loss, liability or
expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The Note Holders agree that the Controlling
Note Holder Representative and the Controlling Note Holder (whether acting in place of the Controlling Note Holder Representative
when no Controlling Note Holder Representative shall have been appointed hereunder or otherwise exercising any right, power or
privilege granted to the Controlling Note Holder hereunder) may take or refrain from taking actions, or give or refrain from giving
consents, that favor the interests of one Note Holder over the other Note Holder,


 






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and
that the Controlling Note Holder Representative may have special relationships and interests that conflict with the interests
of a Note Holder and, absent willful misfeasance, bad faith or gross negligence on the part of the Controlling Note Holder Representative
or the Controlling Note Holder, as the case may be, agree to take no action against the Controlling Note Holder Representative,
the Controlling Note Holder or any of their respective officers, directors, employees, principals or agents as a result of such
special relationships or interests, and that neither the Controlling Note Holder Representative nor the Controlling Note Holder
will be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or
to have recklessly disregarded any exercise of its rights by reason of its having acted or refrained from acting, or having given
any consent or having failed to give any consent, solely in the interests of any Note Holder.


 


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


 


If
the Controlling Note Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision
within ten (10) Business Days after delivery to the Controlling Note Holder by the Master Servicer or the Special Servicer, as
applicable, of written notice of a proposed Major Decision, together with any information requested by the Controlling Note Holder
as may be necessary in the reasonable judgment of the Controlling Note Holder in order to make a judgment, then upon the expiration
of such ten (10) Business Days such Major Decision shall be deemed to have been approved by the Controlling Note Holder.


 


In
the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by the Servicing
Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or any
other matter requiring consent of the Controlling Note Holder, is necessary to protect the interests of the Note Holders (as a
collective whole taking into account that Note B-2 is junior to Note B-1-B, Note B-1-B is junior to Note B-1-A, Note B-1-A is
junior to Note A-B and Note A-B is junior to the A Notes) and the Special Servicer has made a reasonable effort to contact the
Controlling Note


 






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Holder,
the Master Servicer or the Special Servicer, as the case may be, may take any such action without waiting for the Controlling
Note Holder’s response.


 


No
objection contemplated by the preceding paragraphs may require or cause the Master Servicer or the Special Servicer, as applicable,
to violate any provision of the Mortgage Loan Documents, applicable law, the Servicing Agreement, this Agreement, the REMIC provisions
of the Code or the Master Servicer or Special Servicer’s obligation to act in accordance with the Servicing Standard or
materially expand the scope of responsibilities of any of the Master Servicer or Special Servicer, as applicable.


 


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


 


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


 


(e)           No
Servicer, Trustee or Certificate Administrator acting on behalf of the Lead Securitization Note Holder shall be required to recognize
any Person as a Non-Controlling


 






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Senior
Note Holder Representative until the related Non-Controlling Senior Note Holder has notified each Servicer, Trustee and Certificate
Administrator of such appointment and, if the Non-Controlling Senior Note Holder Representative is not the same Person as the
related Non-Controlling Senior Note Holder, the Non-Controlling Senior Note Holder Representative provides each Servicer, Trustee
and Certificate Administrator with written confirmation of its acceptance of such appointment (and such parties will be entitled
to rely on such notice), an address and facsimile number for the delivery of notices and other correspondence and a list of officers
or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and
facsimile numbers). The related Non-Controlling Senior Note Holder shall promptly deliver such information to each Servicer, Trustee
and Certificate Administrator.


 


(f)            The
Lead Securitization Note Holder (or the Special Servicer acting on its behalf) shall be required to provide to the Non-Controlling
Senior Note Holder (or its related Non-Controlling Senior Note Holder Representative) (i) notice, information and reports with
respect to any Major Decisions (similar to such notice, information and report it is required to deliver to the Directing Certificateholder
pursuant to the L Servicing Agreement (without regard to whether a “control termination event” has occurred) and (ii)
a summary of the Asset Status Report relating to the Mortgage Loan (at the same time as it is required to deliver to the Directing
Certificateholder pursuant to the Servicing Agreement (without regard to whether a “control termination event” has
occurred) and (2) the Lead Securitization Note Holder (or the Special Servicer acting on its behalf) shall be required to consult
with each Non-Controlling Senior Note Holder (or its related Non-Controlling Senior Note Holder Representative) on a strictly
non-binding basis with respect to any such Major Decision or the implementation of any recommended actions in the summary of the
Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the related Non-Controlling
Senior Note Holder (or its related Non-Controlling Senior Note Holder Representative); provided that after the expiration
of a period of ten (10) Business Days from the delivery to a Non-Controlling Senior Note Holder (or its related Non-Controlling
Senior Note Holder Representative) by the Lead Securitization Note Holder of written notice of a proposed action, together with
copies of the notice, information and report required to be provided to the Non-Controlling Senior Note Holder, the Lead Securitization
Note Holder (or the Special Servicer acting on its behalf) shall no longer be obligated to consult with such Non-Controlling Senior
Note Holder (or its related Non-Controlling Senior Note Holder Representative), whether or not such Non-Controlling Senior Note
Holder (or its related Non-Controlling Senior Note Holder Representative) has responded within such ten (10) Business Day period
(unless, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) proposes a
new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day
period shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding
the consultation rights of any Non-Controlling Senior Note Holder (or its related Non-Controlling Senior Note Holder Representative)
set forth in the immediately preceding sentence, the Lead Securitization Note Holder (or Special Servicer acting on its behalf)
may make any Major Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned
ten (10) Business Day period if the Lead Securitization Note Holder (or Special Servicer) determines that immediate action with
respect thereto is necessary to protect the interests of the Note Holders. In no event shall the Lead Securitization Note Holder
(or Servicer or Special Servicer, acting on its


 






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behalf)
be obligated at any time to follow or take any alternative actions recommended by any Non-Controlling Senior Note Holder (or its
related Non-Controlling Senior Note Holder Representative).


 


(g)           Subject
to satisfaction of all applicable REMIC Provisions, if any of the Notes are included in a REMIC, in the event that all or any
portion of any REO Property is acquired for the benefit of the Note Holders as a result of the exercise of any remedies hereunder
or under the Mortgage Loan Document, or is retained in satisfaction of all or any part of the Mortgage Loan Borrower’s obligations
under the Mortgage Loan Documents, title to such REO Property or any portion thereof shall be held in the name of a nominee for
the Note Holders, in the form of a limited liability company to be formed by the Lead Securitization Note Holder on behalf of
the Note Holders for the sole purpose of holding title to the REO Property, or through such other title nominee as is reasonably
approved by the Note Holders (which limited liability company or other title nominee shall hereinafter be referred to as the “Title
Nominee”). Each Note Holder’s ownership interest in the Title Nominee shall be equal to such Note Holder’s
Percentage Interest as of the date of the acquisition of the REO Property. The consultation, consent and direction rights of the
Holders as set forth in this Agreement shall be included in the organizational documents of the Title Nominee. The servicing,
administration and management of any REO Property shall be governed by the Servicing Agreement.


 


Section
7.             Appointment of Special Servicer. Subject
to the terms of the Servicing Agreement, the Controlling Note Holder (or its Controlling Note Holder Representative) shall have
the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to
the Mortgage Loan and appoint a replacement Special Servicer in lieu thereof. Any designation by the Controlling Note Holder (or
its Controlling Note Holder Representative) of a Person to serve as Special Servicer shall be made by delivering to the other
Note Holder, the Servicer, the then existing Special Servicer and other parties to the Servicing Agreement a written notice stating
such designation and satisfying the other conditions to such replacement as set forth in the Servicing Agreement (including, without
limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Controlling Note Holder
shall be solely responsible for any reasonable and customary expenses incurred in connection with any such replacement without
cause. The Controlling Note Holder shall notify the other parties hereto of its termination of the then currently serving Special
Servicer and its appointment of a replacement Special Servicer in accordance with this Section 7. If the Controlling Note Holder
has not appointed a Special Servicer with respect to the Mortgage Loan as of the consummation of the securitization under the
Servicing Agreement, then the initial Special Servicer designated in the Servicing Agreement shall serve as the initial Special
Servicer but this shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder Representative) to
designate a replacement Special Servicer for the Mortgage Loan as aforesaid.


 


Section
8.              Payment Procedure.


 


(a)           The
Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in
Section 3 and subject to the terms of the Servicing Agreement, shall deposit or cause to be deposited all payments and collections
on the Mortgage Loan to the Collection Account and the portion of such payments and collections that


 






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are
distributable to the Non-Lead Securitization Note Holders and the Note B Holders shall be deposited into the Companion Loan Account
pursuant to and in accordance with the Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting
on its behalf) shall (i) deposit such amounts to the applicable account within two (2) Business Days after receipt of properly
identified funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the
Mortgage Loan Borrower, and (ii) remit from the applicable account (A) with respect to the Lead Securitization Note(s), the remittance
date under the Servicing Agreement for the Lead Securitization Note(s), and (B) with respect to each Non-Lead Securitization Note,
Note A-B (if Note A-B is not included in the Lead Securitization), Note B-1-A, Note B-1-B and Note B-2, the Serviced Whole Loan
Remittance Date (as defined in the Servicing Agreement), in each case, all payments received and allocable pursuant to this Agreement
and the Servicing Agreement with respect to the Non-Lead Securitization Notes and the B Notes (net of amounts payable or
reimbursable from such account) by wire transfer to accounts maintained by the applicable Note Holder.


 


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


 


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


 


(d)           Each
Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan
in excess of its distributable share thereof, it shall promptly remit such excess to the Lead Securitization Note Holder (or the
Master Servicer acting on its behalf), subject to this Agreement and the Servicing Agreement. The Lead Securitization Note Holder
(or the Master Servicer acting on its behalf) shall have the right to offset any amounts due hereunder from a Note Holder with
respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the


 






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Mortgage
Loan. Such Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.


 


Section
9.             Limitation on Liability of the Note Holders. Each Note Holder shall have no liability to any other Note Holder with respect to its Note except with respect to losses actually
suffered due to the negligence, willful misconduct or breach of this Agreement on the part of such Note Holder.


 


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


 


Section
10.           Bankruptcy. Subject to Section 6(c), each Note Holder
hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce,
petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause
any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower
or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower.
Each Note Holder further agrees that only the Lead Securitization Note Holder can make any election, give any consent, commence
any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the
Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead
Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled
with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to
the Note Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other
Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a
plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a
motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that,
upon the request of the Lead Securitization Note Holder, each other Note Holder shall execute, acknowledge and deliver to the
Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note
Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken
by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.


 






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


 


Each
Note B Holder acknowledges that it has, independently and without reliance upon the Lead Securitization Note Holder or any Non-Lead
Securitization Note Holder, except with respect to the representations and warranties provided by the Lead Securitization Note
Holder and any Non-Lead Securitization Note Holder herein, and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to purchase its Note B and each Note B Holder accepts responsibility therefor. Each
Note B Holder hereby acknowledges that, other than the representations and warranties provided herein, the Lead Securitization
Note Holder and the Non-Lead Securitization Note Holders have made no representations or warranties with respect to the Mortgage
Loan, subject to such representations and warranties as provided by the Lead Securitization Note Holder and the Non-Lead Securitization
Note Holders herein, and that the Lead Securitization Note Holder and no Non-Lead Securitization Note Holder shall have any
responsibility for (i) the collectibility 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 or to be furnished to the Lead Securitization
Note Holder or the Non-Lead Securitization Notes Holder 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 Mortgage Loan Borrower. Each Note B Holder assumes all risk of loss in connection with its Note B except as specifically
set forth herein.


 


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


 






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other
Note Holder the opportunity to purchase a participation interest in any future mortgage loans originated by such Note Holder or
its Affiliates, such offer shall be at such purchase price and interest rate as such Note Holder chooses, in its sole and absolute
discretion. No Note Holder shall have any obligation whatsoever to purchase from any other Note Holder a participation interest
in any future loans originated by such Note Holder or its Affiliates.


 


Section
13.           Other Business Activities of the Note Holders. Each
Note Holder acknowledges that the other Note Holders or their Affiliates may make loans or otherwise extend credit to, and generally
engage in any kind of business with, the Mortgage Loan Borrower or any Affiliate thereof, any entity that is a holder of debt
secured by direct or indirect ownership interests in the Mortgage Loan Borrower or any entity that is a holder of a preferred
equity interest in the Mortgage Loan Borrower (each, a “Mortgage Loan Borrower Affiliate”), and receive payments
on such other loans or extensions of credit to Mortgage Loan Borrower Affiliate and otherwise act with respect thereto freely
and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.


 


Section
14.            Sale of the Notes.


 


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


 






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Servicing
Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Specially Serviced Loan, to a single
member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through
one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.


 


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


 


(c)           Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than the
Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that is either a
Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or
the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in this
Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any Person which Controls
such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder,
provided that a Note Pledgee which is not a Qualified Institutional Lender may not take title to the pledged Note without
a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to any other Note Holder and any Servicer that
a Pledge has been effected (including the name and address of the applicable Note Pledgee), such other Note Holder agrees to acknowledge
receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default by the pledging Note
Holder in respect of its obligations under this Agreement of which default such Note Holder has actual knowledge; (ii) to
allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Note Holder in respect of its obligations
to any other Note Holder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no
amendment, modification, waiver or termination of this Agreement shall be effective against such Note Pledgee without the written
consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other
Note Holder shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving
of same to the pledging Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee such estoppel certificate(s)
as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory
to such other Note Holder; and (vi) that, upon written notice (a “Redirection Notice”) to the other Note
Holders and any Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure periods,
under the pledging Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the
pledging Note Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder), and
until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments
that any Note Holder or Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant to
this Agreement or the Servicing Agreement. Any pledging Note Holder hereby


 






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unconditionally
and absolutely releases the other Note Holders and any Servicer from any liability to the pledging Note Holder on account of such
other Note Holder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer or such other Note
Holder to have been delivered by a Note Pledgee. A Note Pledgee shall be permitted to exercise fully its rights and remedies against
the pledging Note Holder to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance
with applicable law and this Agreement. In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and
any transferee other than the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at
any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns,
as the successor to the pledging Note Holder’s rights, remedies and obligations under this Agreement, and any such Note
Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Note Holder hereunder accruing
from and after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound by the
terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 14(c) shall remain effective as to
any Note Holder (and any Servicer) unless and until such Note Pledgee shall have notified any such Note Holder (and any Servicer,
as applicable) in writing that its interest in the pledged Note has terminated.


 


(d)           Notwithstanding
any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified Institutional Lender
provides financing to a Note Holder then such Note Holder shall have the right to grant a security interest in its Note to such
Conduit notwithstanding that such Conduit is not a Qualified Institutional Lender, if the following conditions are satisfied:


 


(i)            The
loan (the “Conduit Inventory Loan”) made by the Conduit to such Note Holder to finance the acquisition and
holding of its Note requires a third party (the “Conduit Credit Enhancer”) to provide credit enhancement;


 


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


 


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


 


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


 


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


 






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(e)           In
addition to the foregoing, any sale of Note B-1-A and Note B-1-B shall be subject to the right of first offer provisions set forth
in Section 34.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


Section
18.           Modifications. This Agreement shall not be modified,
cancelled or terminated except by an instrument in writing signed by each Note Holder. Additionally, for as long as any Note is
contained in a Securitization Trust, the Note Holders shall not amend or modify this Agreement without first receiving a Rating
Agency Confirmation; provided that no such confirmation from the Rating Agencies shall be required in connection with a
modification (i) to cure any ambiguity, to correct or supplement any provisions herein that may be defective or inconsistent with
any other provisions herein or with the Servicing Agreement, (ii) to make other provisions with respect to matters or questions
arising under this Agreement, which shall not be inconsistent with the provisions of this Agreement, (iii) entered into pursuant
to Section 31 of this Agreement or (iv) if and to the extent that it would be deemed given or not required pursuant to the definition
of Rating Agency Confirmation in the Servicing Agreement and/or any Non-Lead Securitization Servicing Agreement, as applicable.


 


Section
19.           Successors and Assigns; Third Party Beneficiaries.
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
Except as provided herein, including without limitation, with respect to the Trustee, Certificate Administrator, Master Servicer,
Special Servicer, Non-Lead Master Servicer, Non-Lead Special Servicer, Non-Lead Trustee, none of the provisions of this Agreement
shall be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 14 and Section 15, each Note
Holder may assign or delegate its rights or obligations under this Agreement. Upon any such assignment, the assignee shall be
entitled to all rights and benefits of the applicable Note Holder hereunder.


 






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Section
20.           Counterparts. This Agreement may be executed in any
number of counterparts and all of such counterparts shall together constitute one and the same instrument. Delivery of an executed
counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be effective
as delivery of a manually executed original counterpart of this Agreement.


 


Section
21.           Captions. The titles and headings of the paragraphs
of this Agreement have been inserted for convenience of reference only and are not intended to summarize or otherwise describe
the subject matter of the paragraphs and shall not be given any consideration in the construction of this Agreement.


 


Section
22.           Severability. Wherever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of
this Agreement shall be prohibited by or invalid under applicable laws, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.


 


Section
23.           Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements,
understandings and negotiations between the parties.


 


Section
24.           Withholding Taxes. (a)  If the Lead Securitization
Note Holder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from interest, fees or other amounts
payable to a Note Holder with respect to the Mortgage Loan as a result of such Note Holder constituting a Non-Exempt Person, the
Lead Securitization Note Holder, in its capacity as servicer, shall be entitled to do so with respect to such Non-Lead Securitization
Notes Holder’s interest in such payment (all withheld amounts being deemed paid to such Note Holder), provided that
the Lead Securitization Note Holder shall furnish such Note Holder with a statement setting forth the amount of Taxes withheld,
the applicable rate and other information which may reasonably be requested for purposes of assisting such Note Holder to seek
any allowable credits or deductions for the Taxes so withheld in each jurisdiction in which such Note Holder is subject to tax.


 


(b)           Each
Non-Lead Securitization Note Holder and each Note B Holder (with respect to the Note A-B, if Note A-B is not included in the Lead
Securitization) shall and hereby agrees to indemnify the Lead Securitization Note Holder against and hold the Lead Securitization
Note Holder harmless from and against any Taxes, interest, penalties and reasonable attorneys’ fees and disbursements arising
or resulting from any failure of the Lead Securitization Note Holder (or the Master Servicer on its behalf) to withhold Taxes
from payment made to such Non-Lead Securitization Note Holder or such Note B Holder in reliance upon any representation, certificate,
statement, document or instrument made or provided by such Non-Lead Securitization Note Holder or such Note B Holder to the Lead
Securitization Note Holder in connection with the obligation of the Lead Securitization Note Holder to withhold Taxes from payments
made to such Non-Lead Securitization Note Holder or Note B Holder, it being expressly understood and agreed that (i) the
Lead Securitization Note Holder shall be absolutely and unconditionally entitled to accept any such representation, certificate,


 






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statement,
document or instrument as being true and correct in all respects and to fully rely thereon without any obligation or responsibility
to investigate or to make any inquiries with respect to the accuracy, veracity, correctness or validity of the same and (ii) such
Non-Lead Securitization Note Holder and such Note B Holder, upon request of the Lead Securitization Note Holder and at its sole
cost and expense, shall defend any claim or action relating to the foregoing indemnification using counsel selected by the Lead
Securitization Note Holder.


 


(c)           Each
Non-Lead Securitization Note Holder and each Note B Holder represent to the Lead Securitization Note Holder (for the benefit of
the Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage
Loan Borrower is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise
pursuant to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary during the
term of this Agreement, each Non-Lead Securitization Note Holder and each Note B Holder shall deliver to the Lead Securitization
Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization Note Holder substantiating that such
Note Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not obligated under applicable law to withhold
Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement. Without limiting the effect of the
foregoing, (i) if a Non-Lead Securitization Note Holder or Note B Holder is created or organized under the laws of the United
States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing
to the Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if a Non-Lead Securitization Note Holder
or Note B Holder is not created or organized under the laws of the United States, any state thereof or the District of Columbia,
and if the payment of interest or other amounts by the Mortgage Loan Borrower is treated for United States income tax purposes
as derived in whole or part from sources within the United States, such Note Holder shall satisfy the requirements of the preceding
sentence by furnishing to the Lead Securitization Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate
attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by such Note Holder, as evidence
of such Note Holder’s exemption from the withholding of United States tax with respect thereto. The Lead Securitization
Note Holder shall not be obligated to make any payment hereunder with respect to a Non-Lead Securitization Note or a Note B or
otherwise until the related Non-Lead Securitization Note Holder or Note B Holder shall have furnished to the Lead Securitization
Note Holder requested forms, certificates, statements or documents.


 


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


 


Section
26.            Cooperation in Securitization.


 


(a)           Each
Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization and


 






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subject
to the terms of the preceding sentence, at the request of the Lead Securitization Note Holder, each Note Holder shall use reasonable
efforts, at the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with the Lead Securitization Note
Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Lead Securitization Note
Holder customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with
the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage
Loan Documents and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to
execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies
to effect the Securitization; provided, however, that either in connection with the Lead Securitization or otherwise
at any time prior to the Lead Securitization, none of the Note Holders shall be required to modify or amend this Agreement or
any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or
amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments to,
a Note Holder or (ii) materially increase a Note Holders’ obligations or materially decrease any Note Holders’
rights, remedies or protections. In connection with the Lead Securitization, each Note Holder agrees to provide for inclusion
in any disclosure document relating to the Lead Securitization such information concerning such Note Holder and the related Note
as the Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and each Note Holder covenants and
agrees that it shall, at the Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating
Agency and Lead Securitization Note Holder in connection with the Lead Securitization (including, without limitation, reasonably
cooperating with the Lead Securitization Noteholder (without any obligation to make additional representations and warranties)
to enable the Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including
customary securities law opinions) in connection with the Mortgage Loan and the Lead Securitization), as well as in connection
with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with
respect to any information relating to a Note Holder and the related Non-Lead Securitization Note in any Securitization document.
Each Note Holder acknowledges that the information provided by it to the Lead Securitization Note Holder may be incorporated into
the offering documents for the Lead Securitization. The Lead Securitization Note Holder and each Rating Agency shall be entitled
to rely on the information supplied by, or on behalf of, each Note Holder. The Lead Securitization Note Holder will reasonably
cooperate with each Note Holder by providing all information reasonably requested that is in the Lead Securitization Note Holder’s
possession in connection with each Note Holders’ preparation of disclosure materials in connection with a Securitization.


 


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


 


Section
27.            Notices. All notices required hereunder shall be
given by (i) telephone (confirmed promptly in writing) or shall be in writing and personally delivered,


 






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


 


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


 


Section
29.            Certain Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


(e)           The
Agent shall not be bound to make any investigation into the facts or matters stated in any officer’s certificate or assignment
and assumption agreement delivered to the Agent pursuant to Section 15;


 


(f)            The
Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys
but shall not be relieved of its obligations hereunder; and


 


(g)           The
Agent represents and warrants that it is a Qualified Institutional Lender.


 


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


 






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(b)           The
Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the
Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory
to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. Natixis, as Initial
Agent, may transfer its rights and obligations to a Servicer, the Trustee or the Certificate Administrator, as successor Agent,
at any time without the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously
with the closing of the Lead Securitization, the Master Servicer shall be deemed to have been automatically appointed as the successor
Agent under this Agreement in place of Natixis without any further notice or other action. The termination or resignation of such
Master Servicer, as Master Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Master
Servicer as Agent under this Agreement.


 


Section
31.            Resizing. Notwithstanding any other provision of
this Agreement, for so long as Natixis or an affiliate of Natixis (an “Original Entity”) is the owner of any
Note (the “Owned Note”), such Original Entity shall have the right, subject to the terms of the Mortgage Loan
Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in either case, “New
Notes”) reallocating the principal and/or interest of the Owned Note to such New Notes; or severing the Owned Note into
one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance
of the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments
is no greater than the aggregate principal of the Owned Note prior to such amendments, (ii) immediately after giving effect to
such amendment, the weighted average interest rate of the Notes will be equal to the initial weighted average interest rate of
the Notes immediately prior to such amendment, (iii) such reallocated or component notes shall be automatically subject to the
terms of this Agreement, and (iv) the Original Entity holding the New Notes shall notify the Lead Securitization Note Holder,
the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations
and principal amounts. A New Note may be structured as a pari passu or senior/subordinate note. If the Lead Securitization
Note Holder so requests, the Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation
of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and
for modifications pursuant to the Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without
the consent of its holder and the consent of the holders of the other Notes. In connection with the foregoing (provided
the conditions set forth in (i) through (iv), as certified by the Original Entity, on which certification the Master Servicer
can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this
Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of
principal. If a New Note is created out of the Lead Securitization Note the Original Entity shall designate which Note will be
the Lead Securitization Note hereunder, for purposes of exercising the rights of a Non-Controlling Senior Note Holder hereunder,
the “Non-Controlling Senior Note Holder” of such New Notes shall be as provided in the definition of such term in
this Agreement.


 


Section
32.            Cure Rights of Note Holders. (a)  Subject
to Section 32(b) below, in the event that the Mortgage Loan Borrower fails to make any payment of principal or interest on the
Mortgage Loan by the end of the applicable grace period for such payment permitted


 






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under
the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Note Holder shall promptly
provide notice to the Note A-B Holder (at any time that Note A-B is not included in a Securitization), Note B-1-A Holder, Note
B-1-B Holder, Note B-2 Holder and the Controlling Note Holder Representative of such default (the “Monetary Default Notice”).
The Note A-B Holder (at any time that Note A-B is not included in a Securitization), the Note B-1-A Holder, the Note B-1-B Holder
and/or Note B-2 Holder, as applicable, shall have the right, but not the obligation, to cure such Monetary Default (such curing
Note Holder, the “Curing Note Holder”) within fifteen (15) Business Days after receiving the Monetary Default
Notice (the “Cure Period”). If one or more of the Note Holders elect to cure such Monetary Default, the most
subordinate of such Note Holders will be the “Curing Note Holder.” At the time a payment is made to cure a Monetary
Default, the Curing Note Holder shall pay or reimburse the Lead Securitization Note Holder, the Non-Lead Securitization Note Holders
(and each more senior Note Holder) for all unreimbursed Advances (whether or not recoverable), Advance Interest Amounts, any unpaid
fees to any Servicer and any Additional Servicing Expenses. The Curing Note Holder shall not be required, in order to effect a
cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists
for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default for purposes
of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or
waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu
of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan
as a “Defaulted Loan” (as defined in the Servicing Agreement); provided that such limitation shall not prevent
the Lead Securitization Note Holder or any Non-Lead Securitization Note Holder from collecting default interest or late charges
from the Mortgage Loan Borrower. Any amounts advanced by a Note Holder on behalf of the Mortgage Loan Borrower to effect any cure
shall be reimbursable to such Note Holder under Section 3.


 


(b)           Notwithstanding
anything to the contrary contained in Section 32(a), the Note A-B Holder, Note B-1-A Holder, Note B-1-B Holder and the Note B-2
Holder collectively shall be limited to six (6) cures of Monetary Defaults in the aggregate in a 12 month period, and six (6)
cures of Non-Monetary Defaults in the aggregate over the term of the Mortgage Loan, it being understood that a Non-Monetary Default
Cure Period that may extend longer than one month in accordance with Section 32(d) shall be considered to be a single cure. Additional
Cure Periods shall only be permitted with the consent of the Lead Securitization Note Holder, and in the case of any cure made
by the Note B-1-A Holder, the Note B-1-B Holder or the Note B-2 Holder, the Lead Securitization Note Holder and each
more senior Note Holder.


 


(c)           No
action taken by the Note A-B Holder, Note B-1-A Holder, Note B-1-B Holder or Note B-2 Holder in accordance with this Agreement
shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents and the rights of
the Lead Securitization Note Holder and the Non-Lead Securitization Note Holders under the Mortgage Loan Documents shall not be
waived or prejudiced by virtue of the Note A-B Holder’s, Note B-1-A Holder’s, Note B-1-B Holder’s or Note B-2
Holder’s actions under this Agreement. Subject to the terms of this Agreement, the Curing Note Holder shall be subrogated
to the rights of the Lead Securitization Note Holder and the Non-Lead Securitization Note Holders with respect to any payment
owing to the Lead Securitization Note Holder or a Non-


 






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Lead
Securitization Note Holder for which the Curing Note Holder makes a cure payment as permitted under this Section 32, but such
subrogation rights may not be exercised against the Mortgage Loan Borrower until 91 days after the Lead Securitization Note and
the Non-Lead Securitization Notes (and in the case of any subrogation rights held by a Note Holder, the Lead Securitization Note,
the Non-Lead Securitization Notes and the applicable B Notes) are paid in full.


 


(d)           If
an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary
Default”), the Lead Securitization Note Holder shall promptly provide notice to the Note A-B Holder (at any time that
Note A-B is not included in a Securitization), Note B-1-A Holder, Note B-1-B Holder and Note B-2 Holder and the Controlling Note
Holder Representative of such failure (the “Non-Monetary Default Notice”) and the Note A-B Holder (at any time
that Note A-B is not included in a Securitization), Note B-1-A Holder, Note B-1-B Holder and/or the Note B-2 Holder, as applicable,
shall have the right, but not the obligation, to cure such Non-Monetary Default within ten (10) days from the later of (i) the
expiration of the cure period of the Mortgage Loan Borrower under the Mortgage Loan Documents and (ii) receipt of the Non-Monetary
Default Notice; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be
cured within such period and if curative action was promptly commenced and is being diligently pursued by the applicable Curing
Note Holder, such Curing Note Holder shall be given an additional period of time as is reasonably necessary to enable such Curing
Note Holder in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Curing Note Holder diligently
and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Curing Note Holder makes all cure payments that it is permitted
to make in accordance with the terms and provisions of Section 32(a) hereof, (iii) such additional period of time does not exceed
ninety (90) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding or during such period of time that
the Curing Note Holder has to cure a Non-Monetary Default in accordance with this Section 32(d) (the “Non-Monetary Default
Cure Period”), an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period, there is
no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result
of such Non-Monetary Default or the attempted cure. If one or more of the Note Holders elect to cure such default, the most subordinate
of such Note Holders will be the “Curing Note Holder” so long as it is diligently pursuing such non-monetary cure,
and will have the exclusive right to effect such cure.


 


Section
33.            Purchase Rights of Note Holders.


 


Each
Note B Holder (with respect to the Note A-B, at any time that Note A-B is not included in a Securitization) shall have the
right, by written notice to the applicable Note Holders (any such notice, a “Note Holder Purchase Notice”),
delivered at any time an Event of Default under the Mortgage Loan has occurred and is continuing, to purchase one or more
of the Notes that are immediately senior to such Note or senior to a purchased Note (the A Notes shall be treated as a single
Note) in immediately available funds, in whole but not in part at the Defaulted Mortgage Loan Purchase Price. Upon the delivery
of the Note Holder Purchase Notice to The applicable Note Holder shall sell the applicable Note at the Defaulted Mortgage
Loan Purchase Price, on a date (the “Defaulted Mortgage Loan Purchase Date”) (i) not more than ten (10) Business
Days after the written exercise by the purchasing Note B Holder or (ii) not


 






    60 


     


    

 


more
than thirty (30) days after the written exercise by the purchasing Note B Holder to purchase the applicable Notes if such
purchasing Note B Holder deposits 10% of the Defaulted Mortgage Loan Purchase Price with the Selling Note Holder within ten (10)
Business Days after the written exercise of the purchasing Note B Holder. Any Note Holder Purchase Notice shall contain a statement
that the Note B Holder’s failure to purchase the applicable Note(s) on a Defaulted Mortgage Loan Purchase Date will result
in the termination of such Note Holder’s right. The purchasing Note B Holder agrees that sale of the purchased Notes
shall comply with all requirements of the Servicing Agreement and all costs and expenses related thereto shall be paid by the
purchasing Note Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Lead Securitization Note Holder
(or the Master Servicer on its behalf) three (3) Business Days prior to the Defaulted Mortgage Loan Purchase Date (and such calculation
shall be accompanied by a listing of all amounts included in the Defaulted Mortgage Loan Purchase Price), and shall, absent manifest
error, be binding upon the purchasing Note Holder. Concurrently with the payment to the Lead Securitization Note Holder, each
Non-Lead Securitization Note Holder and, if applicable, the applicable Note B Holders in immediately available funds of its respective
portion of the Defaulted Mortgage Loan Purchase Price, the Selling Note Holder will execute at the sole cost and expense of the
purchasing Note Holder in favor of such purchasing Note Holder assignment documentation which will assign the purchased Note and,
in the case of a purchase of the A Notes, the related Mortgage Loan Documents, without recourse, representations or warranties
(except that each selling Note Holder will represent and warrant that it had good and marketable title to, was the sole owner
and holder of, and had power and authority to deliver the Mortgage Loan or Note, as applicable, free and clear of all liens and
encumbrances).


 


The
purchase rights of the Note B Holders shall automatically terminate upon a foreclosure sale, sale by power of sale or delivery
of a deed in lieu of foreclosure with respect to the Mortgaged Property (and the Lead Securitization Note Holder shall give the
Note B Holders, applicable, fifteen (30) days’ notice of its intent with respect to any such action). Notwithstanding the
foregoing sentence, if title to the Mortgaged Property is transferred to the Master Servicer (or other nominee on behalf of the
Lead Securitization Note Holder) less than fifteen (15) days after the acceleration of the Mortgage Loan, the Lead Securitization
Note Holder shall notify the Note B Holders of such transfer, and each of the Note B Holders shall have a fifteen (15)
day period from the date of such notice from Lead Securitization Note Holder to deliver a Note Holder Purchase Notice in accordance
with this Section 33, in which case the purchasing Note Holder will be obligated to purchase the Mortgaged Property, in immediately
available funds, within such fifteen (15) day period at the Defaulted Mortgage Loan Purchase Price for such Note(s).


 


In
the event one or more of the Note B-2 Holder, Note B-1-B Holder, Note B-1-A Holder and the Note A-B Holder deliver a Note Holder
Purchase Notice, the most subordinate Note B Holder shall have the right to exercise the purchase option set forth in this
Section 33.


 


Section
34.            Notice of Sale of Senior B Notes; Right of First Offer
to Purchase Senior B-Notes.


 


(a)           Each
Note Holder of Note A-B, Note B-1-A and Note B-1-B (each of such Notes, a “Senior B-Note” and the related Note
Holder, a “Senior B-Note Holder”) hereby agrees


 






    61 


     


    

 


to
provide notice to the Note B-2 Holder of its intent to sell any Senior B-Note that such Senior B-Note Holder holds to any third
party purchaser (“Third Party”) and to permit the Note B-2 Holder to make a bid to purchase such Senior B-Note.
Such notice shall be delivered at least five business days prior to the execution of a trade confirmation with respect to such
sale. The term “Third Party” shall not include (i) a sale or assignment to any affiliate of Senior B-Note Holder,
(ii) a sale or transfer of any ownership interests in a Senior B-Note Holder as a result of any merger, consolidation or sale
of assets or (iii) a sale arising from a foreclosure of any asset pledged or mortgaged as security for a Senior B-Note. The foregoing
provisions shall not apply to the sale of any Senior B-Note to a securitization vehicle and shall terminate with respect to any
Note that is included in a securitization vehicle.


 


(b)           In
addition, each Senior B-Note Holder hereby grants to Paramount Group, Inc., for so long as it is the Note B-2 Holder, a right
of first offer to purchase (directly or through an affiliate) any Senior B-Note that such Senior B-Note Holder holds. Accordingly,
prior to a Senior B-Note Holder making an offer to sell or convey a Senior B-Note to any Third Party such Note Holder shall first
offer to sell its Senior B-Note to Note B-2 Holder in accordance with the provisions of this Section 34(b). The foregoing provisions
shall not apply to the sale of any Senior B-Note to a securitization vehicle and shall terminate with respect to any Note that
is included in a securitization vehicle.


 


(i)            Prior
to a Senior B-Note Holder making an offer to sell or convey a Senior B-Note to any third party purchaser (“Third Party”),
Senior B-Note Holder shall send written notice (the “Offer Notice”) to Note B-2 Holder advising that Senior
B-Note Holder desires to sell the Senior B-Note to a Third Party, which Offer Notice shall include (1) the purchase price (the
“Offer Price”), and (2) any other principal terms that Senior B-Note Holder would intend to seek if the Senior B-Note
were offered for sale in an arm's length transaction with a Third Party (the “Principal Terms”).


 


(ii)           Note
B-2 Holder shall have ten (10) business days after the date of its receipt of the Offer Notice within which to notify Senior B-Note
Holder in writing (a “Response Notice”) of its acceptance of such offer to purchase the Senior B-Note on the Principal
Terms set forth in the Offer Notice or of its rejection of such offer to purchase. If Note B-2 Holder accepts the offer to purchase
on the Principal Terms set forth in the Offer Notice, or if Note B-2 Holder and Senior B-Note Holder otherwise reach agreement
on the terms of the purchase of the Senior B-Note by Note B-2 Holder, then Senior B-Note Holder and Note B-2 Holder shall, within
two (2) days after such acceptance, enter into a trade confirmation and, at Natixis’ election, Note B-2 Holder shall make
a deposit in an amount equal to 10% of the purchase price. In no event shall Note B-2 Holder be obligated to close any earlier
than 30 days after the date that the Response Notice is given. If (1) Note B-2 Holder rejects the Offer Notice, in whole or in
part, (2) Note B-2 Holder fails to respond to the Offer Notice within ten (10) business days after the date of its receipt of
such Offer Notice, (3) Note B-2 Holder and Senior B-Note Holder execute trade confirmation but Note B-2 Holder fails to timely
deliver the deposit required by the trade confirmation, if any, or (4) Note B-2 Holder and Senior B-Note Holder execute such trade
confirmation but the transaction does not close within the time frame set forth therein (other than due to wrongful failure to
close by Senior B-Note Holder thereunder), then, in addition to any rights and remedies of Senior B-Note Holder contained in such


 






    62 


     


    

 





trade
confirmation (each of the events set forth in clauses (1) through (4) of the preceding sentence being referred to herein as a
“ROFO Termination Event”), Senior B-Note Holder may market and sell the Senior B-Note to any Third Party on
substantially the same Principal Terms set forth in the Offer Notice and, except as provided below, may not market and sell the
Senior B-Note to any Third Party for less than 95% of the Offer Price or otherwise on terms materially more favorable to any Third
Party than those contained in the Offer Notice without first complying again with this Section 34. Failure of Note B-2 Holder
to respond to or accept any particular Offer Notice shall not prejudice its rights to receive or accept any subsequent Offer Notice
required hereunder. If Senior B-Note Holder does not enter into a purchase agreement with a Third Party within 180 days after
a ROFO Termination Event, or if Senior B-Note Holder proposes to enter into a purchase agreement on Principal Terms materially
more favorable to a purchaser than those contained in such Offer Notice, then the requirements of this Section 34 shall apply
and, if applicable, and such more favorable Principal Terms shall be set out in a superseding Offer Notice from Senior B-Note
Holder; provided, however, that in such event the ten (10) business day response period as set forth in this paragraph shall be
reduced to five (5) business days. The term “materially more favorable” shall mean (1) an offer price that is less
than 95)% of the Offer Price contained in the Offer Notice or (2) seller financing offered to a contract purchaser and not included
in the Offer Notice.


 


(iii)          Notwithstanding
anything to the contrary set forth herein, in the event Note B-2 Holder and Senior B-Note Holder timely execute the purchase agreement
referenced in Section 34(b)(ii) above, but (1) Note B-2 Holder fails to timely deliver a deposit in the amount of 20% of the purchase
price, or (2) the transaction thereunder does not close within the time frame set forth therein (other than due to a wrongful
failure to close by Senior B-Note Holder thereunder), then the agreements in this Section 34 shall automatically terminate and
be of no further force and effect, and Senior B-Note Holder may market and sell the Senior B-Note (or not, at its election) without
any limitations or restrictions set forth in this Section 34.


 


[SIGNATURE
PAGE FOLLOWS]


 






    63 


     


    

 



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





	 	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC,
	 	as
    Initial Note A-A-1 Holder
	 	 
	 	By:	/s/ Gavin Elwes
	 	 	Name:  Gavin
    Elwes
	 	 	Title:    Managing
    Director
	 	 	 
	 	By:	/s/ Jonathan Rechner
	 	 	Name:  Jonathan
    Rechner
	 	 	Title:    Executive
    Director
	 	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC,
	 	as
    Initial Note A-A-2 Holder
	 	 
	 	By:	/s/ Gavin Elwes
	 	 	Name:  Gavin
    Elwes
	 	 	Title:    Managing
    Director
	 	 	 
	 	By:	/s/ Jonathan Rechner
	 	 	Name:  Jonathan
    Rechner
	 	 	Title:    Executive
    Director
	 	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC, 
	 	as
    Initial Note A-A-3 Holder
	 	 
	 	By:	/s/ Gavin Elwes
	 	 	Name:  Gavin
    Elwes
	 	 	Title:    Managing
    Director
	 	 	 
	 	By:	/s/ Jonathan Rechner
	 	 	Name:  Jonathan
    Rechner
	 	 	Title:    Executive
    Director



 


One
State Street – Co-Lender Agreement


 






     


     


    

 


	 	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC, 
	 	as
    Initial Note A-A-4 Holder
	 	 
	 	By:	/s/ Gavin Elwes
	 	 	Name:  Gavin
    Elwes
	 	 	Title:    Managing
    Director
	 	 	 
	 	By:	/s/ Jonathan Rechner
	 	 	Name:  Jonathan
    Rechner
	 	 	Title:    Executive
    Director
	 	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC, 
	 	as
    Initial Note A-A-5 Holder
	 	 
	 	By:	/s/ Gavin Elwes
	 	 	Name:  Gavin
    Elwes
	 	 	Title:    Managing
    Director
	 	 	 
	 	By:	/s/ Jonathan Rechner
	 	 	Name:  Jonathan
    Rechner
	 	 	Title:    Executive
    Director
	 	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC, 
	 	as
    Initial Note A-A-6 Holder
	 	 
	 	By:	/s/ Gavin Elwes
	 	 	Name:  Gavin
    Elwes
	 	 	Title:    Managing
    Director
	 	 	 
	 	By:	/s/ Jonathan Rechner
	 	 	Name:  Jonathan
    Rechner
	 	 	Title:    Executive
    Director



 


One
State Street – Co-Lender Agreement


 



     


     


    

 





	 	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC, 
	 	as
    Initial Note A-A-7 Holder
	 	 
	 	By:	/s/ Gavin Elwes
	 	 	Name:  Gavin
    Elwes
	 	 	Title:    Managing
    Director
	 	 	 
	 	By:	/s/ Jonathan Rechner
	 	 	Name:  Jonathan
    Rechner
	 	 	Title:    Executive
    Director
	 	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC, 
	 	as
    Initial Note A-A-8 Holder
	 	 
	 	By:	/s/ Gavin Elwes
	 	 	Name:  Gavin
    Elwes
	 	 	Title:    Managing
    Director
	 	 	 
	 	By:	/s/ Jonathan Rechner
	 	 	Name:  Jonathan
    Rechner
	 	 	Title:    Executive
    Director
	 	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC, 
	 	as
    Initial Note A-A-9 Holder
	 	 
	 	By:	/s/ Gavin Elwes
	 	 	Name:  Gavin
    Elwes
	 	 	Title:    Managing
    Director
	 	 	 
	 	By:	/s/ Jonathan Rechner
	 	 	Name:  Jonathan
    Rechner
	 	 	Title:    Executive
    Director
	 	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC, 
	 	as
    Initial Note A-A-10 Holder
	 	 
	 	By:	/s/ Jonathan Rechner
	 	 	Name:  Jonathan
    Rechner
	 	 	Title:    Executive
    Director



 


One
State Street – Co-Lender Agreement


 






     


     


    

 


	 	 	 
	 	By:	/s/ Gavin Elwes
	 	 	Name:  Gavin
    Elwes
	 	 	Title:    Managing
    Director
	 	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC,
	 	as
    Initial Note A-B Holder
	 	 	 
	 	By:	/s/ Gavin Elwes
	 	 	Name:  Gavin
    Elwes
	 	 	Title:    Managing
    Director
	 	 	 
	 	By:	/s/ Jonathan Rechner
	 	 	Name:  Jonathan
    Rechner
	 	 	Title:    Executive
    Director
	 	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC,
	 	as
    Initial Note B-1-A Holder
	 	 	 
	 	By:	/s/ Gavin Elwes
	 	 	Name:  Gavin
    Elwes
	 	 	Title:    Managing
    Director
	 	 	 
	 	By:	/s/ Jonathan Rechner
	 	 	Name:  Jonathan
    Rechner
	 	 	Title:    Executive
    Director
	 	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC,
	 	as
    Initial Note B-1-B Holder
	 	 	 
	 	By:	/s/ Gavin Elwes
	 	 	Name:  Gavin
    Elwes
	 	 	Title:    Managing
    Director
	 	 	 
	 	By:	/s/ Jonathan Rechner
	 	 	Name:  Jonathan
    Rechner
	 	 	Title:    Executive
    Director



 


One
State Street – Co-Lender Agreement


 






     


     


    

 


	 	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC,
	 	as
    Initial Note B-2 Holder
	 	 	 
	 	By:	/s/ Gavin Elwes
	 	 	Name:  Gavin
    Elwes
	 	 	Title:    Managing
    Director
	 	 	 
	 	By:	/s/ Jonathan Rechner
	 	 	Name:  Jonathan
    Rechner
	 	 	Title:    Executive
    Director







 


One
State Street – Co-Lender Agreement


 






     


     


    

 


EXHIBIT
A


 


MORTGAGE LOAN SCHEDULE


 


A.       Description
of Mortgage Loan:


 


	Mortgage
    Loan:	One
    State Street
	Mortgage
    Loan Borrower:	One
    State Street, LLC
	Date
    of the Mortgage Loan and the Mortgage: 	November
    29, 2017
	Date
    of the Notes: 	November
    29, 2017
	Initial
    Principal Amount of Mortgage Loan:	$360,000,000.00
	Location
    of Mortgaged Property:	New
    York, New York
	Stated
    Maturity Date:	December
    6, 2027


 


B.       Description
of Note Interests:


 


	Initial
    A Note Principal Balance:	$122,000,000
	Initial
    Note A-A-1 Principal Balance:	$40,000,000
	Initial
    Note A-A-2 Principal Balance:	$9,780,000
	Initial
    Note A-A-3 Principal Balance:	$5,000,000
	Initial
    Note A-A-4 Principal Balance:	$5,000,000
	Initial
    Note A-A-5 Principal Balance:	$25,000,000
	Initial
    Note A-A-6 Principal Balance:	$25,000,000
	Initial
    Note A-A-7 Principal Balance:	$3,000,000
	Initial
    Note A-A-8 Principal Balance:	$3,000,000
	Initial
    Note A-A-9 Principal Balance:	$3,000,000
	Initial
    Note A-A-10 Principal Balance:	$3,220,000
	Initial
    B Note Principal Balance:	$238,000,000
	Initial
    Note A-B Principal Balance:	$84,496,000



 






    A-1 


     


    

 


	Initial
    Note B-1-A Principal Balance:	$45,504,000
	Initial
    Note B-1-B Principal Balance:	$83,000,000
	Initial
    Note B-2 Principal Balance:	$25,000,000
	A
    Note Rate	4.09561%
	A-B
    Note Rate:	4.25%
	B-1-A
    Note Rate:	4.50%
	B-1-B
    Note Rate:	5.00%
	B-2
    Note Rate:	5.50%
	Initial
    A Note Percentage Interest: 	34.06%
	Initial
    B Note Percentage Interest:	65.94%


 






    A-2 


     


    

 


EXHIBIT
B


 


Initial
Note A-A-1 Holder, Initial Note A-A-2 Holder, Initial Note A-A-3 Holder, Initial Note A-A-4 Holder, Initial Note A-A-5 Holder,
Initial Note A-A-6 Holder, Initial Note A-A-7 Holder, Initial Note A-A-8 Holder, Initial Note A-A-9 Holder, Initial A-A-10 Holder,
Initial Note A-B Holder, Initial Note B-1-A Holder, Initial Note B-1-B Holder and Initial Note B-2 Holder:


 


Natixis
Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Real Estate Administration

Facsimile No.: (212) 891-5777

Email: USCIBGlobalFinanceAssetManagementTeam@natixis.com 


 


for
all legal notices to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020

Email: legal.notices@natixis.com (for all legal notices)


 






    B-1 


     


    

 


EXHIBIT
C


 


PERMITTED FUND MANAGERS


 


 


 


1.
Apollo Global Real Estate 


2.
Archon Capital, L.P. 


3.
AREA Property Partners 


4.
BlackRock, Inc. 


5.
The Blackstone Group International Ltd. 


6.
Capital Trust, Inc. 


7.
Clarion Partners 


8.
Colony Capital, Inc. 


9.
DLJ Real Estate Capital Partners 


10.
Eightfold Real Estate Capital, L.P. 


11.
Fortress Investment Group LLC 


12.
Garrison Investment Group 


13.
Goldman, Sachs & Co. 


14.
iStar Financial Inc. 


15.
J.E. Roberts Companies 


16.
Lend-Lease Real Estate Investments 


17.
LoanCore Capital 


18.
Lonestar Funds 


19.
Praedium Group


20.
Raith Capital Partners, LLC 


21.
Rialto Capital Management, LLC 


22.
Rialto Capital Advisors, LLC 


23.
Rockpoint Group 


24.
Starwood Capital/Starwood Financial Trust 


25.
Torchlight Investors 


26.
Walton Street Capital, LLC 


27.
Westbrook Partners 


28.
WestRiver Capital 


29.
Whitehall Street Real Estate Fund, L.P. 


30.
Paramount Group, Inc. and its Affiliates


 






    C-1 


     


    

 


SCHEDULE I


 


The
Lead Securitization Servicing Agreement shall provide that:


 


(i)           the
Master Servicer and Trustee for such Securitization shall be required to notify the servicer, special servicer and trustee of
each other Securitization of the amount of any P&I Advance (as defined in the Servicing Agreement) it has made with respect
to the Note included in such Securitization within two (2) Business Days of making such advance;


 


(ii)          if
the Master Servicer or Trustee determines that a proposed P&I Advance, if made, or any outstanding P&I Advance previously
made, would be, or is, as applicable, a nonrecoverable advance, the Master Servicer shall provide the other servicers written
notice of such determination within two (2) Business Days after such determination was made;


 


(iii)         the
Master Servicer shall remit all payments received (or advanced) with respect to the Non-Lead Securitization Note, net of its Servicing
Fee and any other applicable fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to
the Non-Lead Securitization Note Holders on the applicable Master Servicer Remittance Date;


 


(iv)         the
Master Servicer agrees to make available to the master servicer under the Non-Lead Securitization Servicing Agreement the CREFC®
Investor Reporting Package® (as defined in the Servicing Agreement) pursuant to the terms of the Servicing Agreement on a
monthly basis on the applicable Master Servicer Remittance Date;


 


(v)          the
Master Servicer, any primary servicer, the Special Servicer and the Trustee, certificate administrator or other party acting as
custodian for the Lead Securitization shall be required to deliver (and shall be required to cause each other servicer and servicing
function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation AB) retained or engaged by it to
deliver), to the parties to the Non-Lead Securitization Servicing Agreement, at its own expense, in a timely manner, the reports,
certifications, compliance statements, accountants’ assessments and attestations, information to be included in reports
(including, without limitation, Form 15G, Form 10K, Form 10D, Form 8K), and other materials specified in each of the other Servicing
Agreements as the parties to the Non-Lead Securitization may require in order to comply with their obligations under the Securities
Act of 1933, as amended, Securities Exchange Act of 1934 (including Rule 15Ga-1), as amended, and Regulation AB, and any other
applicable law. Without limiting the generality of the foregoing, the Lead Securitization Note Holder for a Lead Securitization
shall provide in a timely manner to the depositor and the trustee for any prior Securitization a copy of the Servicing Agreement
and each Servicer (at the expense of the Lead Securitization Note Holder) will be required, upon prior written request, to provide
to the depositor and the trustee for any prior Securitization any other information required to comply in a timely manner with
applicable filing requirements under Items 1.01 and 6.02 of Form 8-K, any other


 






    Sch. 1-1 


     


    

 


disclosure information required pursuant to Regulation
AB in a timely manner for inclusion in any disclosure document (and, with respect to the Servicing Agreement, for filing under
Form 8-K), and with respect to the Servicers, upon prior written request, market indemnification agreements, opinions and Regulation
AB compliance letters as were or are being delivered with respect to the Lead Securitization. As used in this Agreement, “Regulation
AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as
such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the United
States Securities and Exchange Commission (the “Commission”) or by the staff of the Commission, or as may be
provided by the Commission or its staff from time to time, in each case as effective from time to time as of the compliance dates
specified therein. The Master Servicer, any primary servicer and the Special Servicer, upon prior written request, shall each
be required to provide certification and indemnification to each Certifying Person with respect to the Sarbanes-Oxley Certification
(or analogous terms) as such terms are defined in the Non-Lead Securitization Servicing Agreement;


 


(vi)         the
servicing duties of each of the Master Servicer and Special Servicer under the Servicing Agreement shall include the duty to service
the B Notes on behalf of the Note B Holders and to service the Non-Lead Securitization Note on behalf of the related Trustee and
related Certificateholders in accordance with the terms and provisions of this Agreement;


 


(vii)        with
respect to each Non-Lead Securitization Note, the Master Servicer shall withdraw from the related Collection Account and remit
to the Holder of each Non-Lead Securitization Note, within one (1) Business Day of receipt of properly identified funds, any amounts
that represent late collections or principal prepayments on such Non-Lead Securitization Note or any successor REO Property with
respect thereto (exclusive of any portion of such amount payable or reimbursable to any third party in accordance with this Agreement),
unless such amount would otherwise be included in the monthly remittance to the Holder of such Non-Lead Securitization Note for
such month; provided, however, that to the extent any such amounts are received after 3:00 p.m. Eastern time on
any given Business Day, the Master Servicer shall use commercially reasonable efforts to remit such late collections or principal
prepayments to the Non-Lead Master Servicer within one Business Day of receipt of properly identified funds but, in any event,
the Master Servicer shall remit such amounts within two Business Days of receipt of properly identified funds;


 


(viii)      each
of the Non-Lead Securitization Note Holders and the Note B Holders is an intended third-party beneficiary in respect of the rights
afforded it under the Servicing Agreement and each master servicer under a Non-Lead Securitization Servicing Agreement will be
entitled to enforce the rights of the related Trustee with respect to such Non-Lead Securitization Note under this Agreement and
the Servicing Agreement; and


 


(ix)         each
Master Servicer and Special Servicer under any Non-Lead Securitization Servicing Agreement shall be a third-party beneficiary
of the Servicing Agreement with respect to all provisions therein expressly relating to compensation,


 






    Sch. 1-2 


     


    

 


reimbursement or indemnification
of such master servicer or special servicer, as the case may be, and the provisions regarding coordination of Advances;


 


(x)          it
shall not be amended in a manner that materially and adversely affects the rights of the Non-Lead Securitization Note Holders
without their consent; and


 


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


 


(xii)        provide
that “servicer termination events” (or any analogous term under the Servicing Agreement) include customary market
termination events with respect to failure to make advances, failure to remit payments to the Non-Lead Securitization Note Holders
as required, failure to deliver (or cause to be delivered) materials or information required in order for the Non-Lead Securitization
Note Holders or the depositor under the Non-Lead Securitization Servicing Agreement to timely comply with its obligations under
the Exchange Act, the Securities Act or Form SF-3, and for rating agency triggers with respect to any Certificates, subject to
customary grace periods (provided that, in the case of failures related to the securities laws, such grace periods will not cause
a depositor under the Non-Lead Securitization Servicing Agreement to fail to comply with the applicable provisions of such securities
laws);


 


(xiii)       provide
that if the Non-Lead Securitization Note becomes the subject of an “asset review” under the Non-Lead Securitization
Servicing Agreement, the applicable parties to the Servicing Agreement are required to reasonably cooperate with the related asset
representations reviewer or other applicable party to the Non-Lead Securitization Servicing Agreement in connection with such
asset review, including with respect to providing access to related underlying documents to the extent the asset representations
reviewer or such other applicable party to the Non-Lead Securitization Servicing Agreement has not obtained such documents from
the Non-Lead Securitization Note Holders and such documents are in the possession of the applicable party to the Servicing Agreement;
and


 


(xiv)       have
provisions materially consistent with those set forth in the Model PSA with respect to:


 


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


 






    Sch. 1-3 


     


    

 


(B)          the
authority of the servicers in the Model PSA 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; and


 


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


 


provided,
however, that (1) this clause (xiv) shall not be construed to prohibit differences in timing, control or consultation triggers
or thresholds, terminology, allocation of ministerial duties between multiple servicers or other service providers or certificate
holder or investor voting or consent thresholds, or to prohibit or restrict additional approval, consent, consultation, notice
or rating agency confirmation requirements; and (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.


 






    Sch. 1-4