Exhibit 4.12


 


 


EXECUTION VERSION





	 



 





215 West 34th


 


CO-LENDER AGREEMENT


 


Dated as of January 28, 2016


 


between


 


CANTOR COMMERCIAL REAL ESTATE LENDING,
L.P.


(Note A-1 Holder)


and


CANTOR COMMERCIAL REAL ESTATE LENDING,
L.P.


(Note A-2 Holder)


and


CANTOR COMMERCIAL REAL ESTATE LENDING,
L.P.


(Note A-3 Holder)


	 





 






    	 



    	 



    

 


TABLE OF CONTENTS


 





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







 






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THIS CO-LENDER AGREEMENT
(the “Agreement”), dated as of January 28, 2016, is between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P.,
a Delaware limited partnership (“CCRE”), having an address at 110 East 59th Street, New York, New York 10022,
as the holder of Note A-1, CCRE, as the holder of Note A-2, and CCRE, as the holder of Note A-3.


 


W I T N E
S S E T H:


 


WHEREAS, Cantor Commercial
Real Estate Lending, L.P. has made a mortgage loan in the original principal amount of $130,000,000 (the “Mortgage Loan”)
to 34th Street Penn Association LLC, a Delaware limited liability company (the “Borrower”) pursuant
to a loan agreement between the Borrower, as borrower, and CCRE, as lender, dated as of December 11, 2015 (the “Loan Agreement”);


 


WHEREAS, the Mortgage
Loan is evidenced by three notes, Promissory Note A-1 in the original principal amount of $45,000,000, Promissory Note A-2 in the
original principal amount of $45,000,00, and Promissory Note A-3 in the original principal amount of $40,000,000 (“Note
A-1,” “Note A-2,” and “Note A-3” respectively, and individually, each, a “Note”
and collectively the “Notes”);


  


WHEREAS, the Mortgage
Loan is secured by a first mortgage lien (the “Mortgage”) on the property known as 215 West 34th
Street (the “Mortgaged Property”);


 


WHEREAS, Note A-3 Holder
intends to sell, transfer and assign its right, title and interest in and to Note A-3 to CCRE COMMERCIAL MORTGAGE SECURITIES, L.P.
(“CCRE Depositor”), as depositor, pursuant to a Mortgage Loan Purchase Agreement to be dated as of January 1, 2016,
by and between CCRE Depositor, as purchaser, and Note A-3 Holder as seller, and CCRE Depositor intends to transfer its right, title
and interest in and to Note A-3 to Wilmington Trust, National Association, as trustee for the CFCRE 2016-C3 Mortgage Trust under
a pooling and servicing agreement, dated as of January 1, 2016 (the “Note A-3 PSA”), between CCRE Depositor,
as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer,
Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, paying
agent and custodian, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer (the “Note
A-3 Securitization”);


 


WHEREAS,
the Note A-1 Holder or its Affiliate may Pledge (as defined in Section 12(d)) Note A-1 to Metropolitan Life Insurance Company (“MetLife”)
and/or sell, transfer and assign all or a portion of its right, title and interest in and to Note A-1 to one or more depositors
who


 






    	 



    	 



    

 


will in turn transfer the same to one or more trusts as part of the securitization of one or more mortgage loans;


 


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


 


WHEREAS,
the Note A-2 Holder or its Affiliate may Pledge (as defined in Section 12(d)) Note A-2 to Metropolitan Life Insurance Company (“MetLife”)
and/or sell, transfer and assign all or a portion of its right, title and interest in and to Note A-1 to one or more depositors
who will in turn transfer the same to one or more trusts as part of the securitization of one or more mortgage loans;


 


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


 


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


 


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


 


1.            Definitions; Conflicts. References to a “Section” or the “recitals” are, unless otherwise
specified, to a Section or the recitals of this Agreement. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed thereto in the Servicing Agreement. To the extent of any inconsistency between terms defined in 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 have the meaning assigned to such term or analogous term in the Servicing Agreement.


 


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


 


“Affiliate”
shall mean, with respect to any specified Person, (a) any other Person controlling or controlled by or under common control
with such specified Person (each, a “Common Control Party”), (b) any other Person owning, directly or indirectly,
ten percent (10%) or more of the beneficial interests in such Person or (c) any other Person in which such Person or a Common
Control Party owns, directly or indirectly, ten percent (10%) or more of the beneficial interests. For the purposes of this definition,
“control” when used with respect to any specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting securities, by contract, relation to individuals


 






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or otherwise,
and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 


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


 


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


 


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


 


“CCRE”
shall mean Cantor Commercial Real Estate Lending, L.P. and its successors in interest.


 


“CCRE Depositor”
shall mean CCRE Commercial Mortgage Securities, L.P. and its successors in interest.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Directing Holder”
shall mean (i) during the period prior to the Note A-1 Securitization Date, the Note A-1 Holder and (ii) after the Note A-1 Securitization
Date, the holders of Certificates representing the specified interest in the class of Certificates designated as the “controlling
class” or the duly appointed representative of the holders of such Certificates or such other party that the Note A-1 Holder
grants the right to exercise the rights granted to the Directing Holder in this Agreement; provided, that no Borrower, property
manager or affiliate thereof shall be entitled to act as Directing Holder.


 


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


 


“Excluded Amounts”
shall mean:


 


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


 


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


 


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


 


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


 


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


 


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


 


“Holder”
shall mean the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder.


 






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


 


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


 


“Lead Note”
shall mean Note A-1.


 


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


 


“Lead Securitization”
shall mean (a) during the period from and after the Note A-3 Securitization Date and prior to the Note A-1 Securitization Date,
the Note A-3 Securitization and (b) from and after the Note A-1 Securitization Date, the Note A-1 Securitization.


 


“Lead Securitization
Trust” shall mean (a) during the period from and after the Note A-3 Securitization Date and prior to the Note A-1 Securitization
Date, the trust established under the Note A-3 PSA in connection with the Note A-3 Securitization and (b) from and after the Note
A-1 Securitization Date, the trust established under the Note A-1 PSA.


 


“Lead Servicer”
shall mean (a) during the period from and after the Note A-3 Securitization Date and prior to the Note A-1 Securitization Date,
the servicer designated under the Note A-3 PSA and (b) from and after the Note A-1 Securitization Date, the servicer designated
under the Note A-1 PSA.


 


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


 


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


 


“Major Action”
shall have the meaning assigned to the term “Material Action,” “Major Action,” “Major Decision”
or any equivalent term in the Servicing Agreement.


 


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


 


“Master Servicer
Remittance Date” shall mean:


 


(a)          during the period after the Note A-3 Securitization date but prior to the Note A-1 Securitization Date:


 


(i)          with respect to Note A-1, Note A-2 and Note A-3, the “Master Servicer Remittance Date” (or analogous term) as
defined in the Note A-3 PSA, and


 


(b)          after the Note A-1 Securitization Date:


 






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(i)          
with respect to Note A-1, the “Master Servicer Remittance Date” (or analogous term) as defined in the Servicing
Agreement; and


 


(ii)          with
respect to Note A-2, the earlier of (a) the “Master Servicer Remittance Date” (or analogous term) as defined in the
Servicing Agreement or (b) the first Business Day after the “determination date,” as such term or a similar term is
defined in the Note A-2 PSA (provided, however, that in no event may any such “determination date” occur
prior to (and any such otherwise earlier “determination date” shall, for purposes of this definition, be deemed to
occur on) the sixth day of each month or, if such sixth day is not a Business Day, the next succeeding Business Day).


 


(iii)        
with respect to Note A-3, the earlier of (a) the “Master Servicer Remittance Date” (or analogous term) as defined
in the Servicing Agreement or (b) the first Business Day after the “determination date,” as such term or a similar
term is defined in the Note A-3 PSA (provided, however, that in no event may any such “determination date”
occur prior to (and any such otherwise earlier “determination date” shall, for purposes of this definition, be deemed
to occur on) the sixth day of each month or, if such sixth day is not a Business Day, the next succeeding Business Day).


 


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


 


“Monthly Payment”
with respect to any period shall mean all amounts due and payable to any Holder or Holders during such period in accordance with
the Mortgage Loan Documents.


 


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


 


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


 


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


 


“Mortgage Interest
Rate” shall mean the Mortgage Interest Rate set forth in the Mortgage Loan Schedule with respect to each of Note A-1,
Note A-2 and Note A-3.


 


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


 


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


 


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


 






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


 


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


 


“Non-Directing
Holders” shall mean the holders of Certificates representing the specified interest in the class of Certificates designated
as the “controlling class” or the duly appointed representative of the holders of such Certificates or such other party
otherwise entitled under the Note A-2 PSA and the Note A-3 PSA to exercise the rights granted to the Non-Directing Holders in this
Agreement. If Note A-2 or Note A-3 has not been included in a Securitization, the Non-Directing Holder with respect to such Note
will be the then-current Holder of such Note.


 


“Non-Lead Master
Servicer” shall mean, with respect to Note A-2 and the Note A-2 PSA, from and after the Note A-1 Securitization Date,
the master servicer designated under the Note A-2 PSA, and with respect to Note A-3 and the Note A-3 PSA, from and after
the Note A-1 Securitization Date, the master servicer designated under the Note A-3 PSA.


 


“Non-Lead Note”
shall mean Note A-2 and Note A-3.


 


“Non-Lead Note
Holders” shall mean the holders of the Non-Lead Notes.


 


“Non-Lead Servicing
Agreements” shall mean from and after the Note A-1 Securitization Date, the Note A-2 PSA and the Note A-3 PSA.


 


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


 


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


 


“Note A-1 Holder”
shall mean Cantor Commercial Real Estate Lending, L.P. or any subsequent holder of Note A-1.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Note A-2 Holder”
shall mean Cantor Commercial Real Estate Lending, L.P. or any subsequent holder of Note A-2.


 


“Note A-2 Master
Servicer” shall mean the master servicer under the Note A-2 PSA.


 


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


 


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


 


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


 


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


 


“Note A-2 Trustee”
shall mean the trustee under the Note A-2 PSA.


 


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


 


“Note A-3 Holder”
shall mean Cantor Commercial Real Estate Lending, L.P. or any subsequent holder of Note A-3.


 


“Note A-3 Master
Servicer” shall mean the master servicer under the Note A-3 PSA.


 


“Note A-3 PSA”
shall mean the “pooling and servicing agreement” entered into in connection with the Note A-1 Securitization.


 


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


 


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


 






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


 


“Note A-3 Trustee”
shall mean the trustee under the Note A-3 PSA.


 


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


 


“P&I Advance”
shall mean an advance made by a party to the Note A-1 PSA, the Note A-2 PSA or the Note A-3 PSA, as applicable, with respect to
a delinquent monthly debt service payment on the Notes included in the related Securitization.


 


“Penalty Charges”
shall mean any amounts collected from the Borrower that represent default charges, penalty charges, late fees and/or default interest,
but excluding any yield maintenance charge or prepayment premium.


 


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


 


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


 


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


 


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


 


“Qualified Servicer”
shall mean (i) Wells Fargo Bank, National Association, (ii) Midland Loan Services, a Division of PNC Bank, National Association,
(iii) KeyBank National Association or (iv) any nationally recognized commercial mortgage loan servicer (1) rated
at least “CSS3,” in the case of a special servicer, or at least “CMS2,” in the case of a master servicer,
by Fitch, (2) on the S&P Select Servicer List as a U.S. Commercial Mortgage


 






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Master Servicer or a U.S. Commercial Mortgage
Special Servicer, as applicable, (3) as to which neither Moody’s nor KBRA has cited servicing concerns of such servicer
as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a ratings downgrade or withdrawal) of securities in any CMBS transaction rated by Moody’s or KBRA, as
applicable, and serviced by such servicer prior to the time of determination, (4) a servicer that (i) during the 12-month period
prior to the date of determination, acted as master servicer or special servicer, as applicable, in a commercial mortgage loan
securitization rated by Morningstar and (ii) Morningstar has not qualified, downgraded or withdrawn the then-current rating or
ratings of one or more classes of such certificates citing servicing concerns with the servicer or special servicer, as applicable,
as the sole or material factor in such rating action and (5) that is then currently acting as servicer in a CMBS transaction rated
by DBRS and as to which DBRS has not cited servicing concerns of such servicer as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of any securities issued in such transaction that are rated by DBRS. For purposes of this definition, for so long as any Note is
included in a Securitization, the ratings or actions of any Rating Agency that is not rating any such Securitization(s) shall not
be considered.


 


“Qualified Transferee”
shall mean an Affiliate of Note A-1 Holder, Note A-2 Holder or Note A-3 Holder or one or more of the following (other than the
Borrower or any entity which is an Affiliate of the Borrower):


 


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


 


(ii)         
an investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule
144A under the Securities Act of 1933, as amended, which regularly engages in the business of making or owning investments of
types similar to the Mortgage Loan; or


 


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


 


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


 


(v)         
a Qualified Trustee (or, in the case of a CLO, a single purpose bankruptcy-remote entity that contemporaneously pledges
its interest in a Note to a Qualified Trustee) in connection with (A) a securitization of, (B) the creation of collateralized
debt obligations (“CLO”) secured by, or (C) a financing through an “owner trust” of, any interest
in a Note (any of the foregoing, a “Securitization Vehicle”), provided that either (1) one or more
classes of securities issued by such Securitization Vehicle is initially rated at least investment grade by at least two of the
Rating Agencies that also assigned a rating to one or more classes of securities issued in connection with the Securitization
of a Note; (2) in the case of a


 






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Securitization
Vehicle that is not a CLO, the special servicer for the Securitization Vehicle is a Qualified Servicer at the time of transfer;
or (3) in the case of a Securitization Vehicle that is a CLO, the CLO Asset Manager and, if applicable, each Intervening
Trust Vehicle that is not administered and managed by a CLO Asset Manager that is a Qualified Transferee, is a Qualified Transferee
under clause (i), (ii), (iii) or (iv) of this definition; or


 


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


 


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


 


“Qualified Trustee”
shall mean (i) a corporation, national bank, national banking association or a trust company, organized and doing business
under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and
to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination
by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution
whose long-term senior unsecured debt is then rated in one of the top two rating categories of each of the Rating Agencies.


 


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


 


“Rating Agency
Confirmation” shall mean each of the applicable Rating Agencies shall have confirmed in writing that the occurrence of
the event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or withdrawal
of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In the event that
no Certificates are outstanding or Note A-1 is not part of a Securitization, any action that would otherwise require a Rating Agency
Confirmation shall require the consent of the Note A-1 Holder, which consent shall not be unreasonably withheld, conditioned or
delayed.


 






    	-11-



    	 



    

 


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, the Note A-2
PSA, and the Note A-3 PSA, 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 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.


 


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


 


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


 


“S&P”
shall mean Standard & Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc., and its successors in interest.


 


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


 


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


 


“Servicing Agreement”
shall mean (a) during the period from and after the Note A-3 Securitization Date and prior to the Note A-1 Securitization Date,
the Note A-3 PSA and (b) after the Note A-1 Securitization Date, the Note A-1 PSA. In the event that Lead Note is no longer an
asset of the trust fund created pursuant to the Servicing Agreement, the term “Servicing Agreement” shall refer to
the subsequent servicing agreement entered into pursuant to Section 2.


 


“Servicing Fee”
shall mean the fee of the Master Servicer pursuant to the terms of the Servicing Agreement, which will generally be calculated
as the product of (i) the Servicing Fee Rate and (ii) the outstanding principal balance of the Mortgage Loan as of the date of
determination.


 






    	-12-



    	 



    

 


“Servicing Fee
Rate” shall have the meaning applied to such term in the Servicing Agreement, being the rate per annum which, when applied
to the Mortgage Loan Principal Balance (which may be a different rate with respect to each of the Notes), will determine the servicing
fee payable to the Master Servicer under the Servicing Agreement.


 


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


 


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


 


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


 


“Special Servicing
Fee” shall have the meaning given to such term in the Servicing Agreement.


 


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


 


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


 


“Trustee”
shall mean the trustee under Note A 1 PSA, the Note A-2 PSA or the Note A-3 PSA, as the context requires.


 


“Trustee Fee”
shall have the meaning given to such term in the Note A-3 PSA or an analogous term in the Note A-1 PSA and the Note A-2 PSA, as
the context requires.


 


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


 


(i)           from and after
the Note A-3 Securitization Date, but prior to the Note A-1 Securitization Date, by the Note A-3 Master Servicer and the Special
Servicer pursuant to the terms of this Agreement and the Note A-3 PSA; and


 


(ii)          from and after
the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Special Servicer pursuant to the terms of this Agreement
and the Note A-1 PSA.


 


(b)         
Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents to the
appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special
Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect
to the servicing of the Mortgage Loan in accordance with


 






    	-13-



    	 



    

 


the Servicing Agreement. Each Holder hereby appoints the Master Servicer,
the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents
reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement
(subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement).


 


(c)         
If, at any time the Lead Note is no longer in a Securitization, the Note A-1 Holder shall cause the Mortgage Loan to be
serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note
is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization)
and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided,
however, that until a replacement Servicing Agreement has been entered into (and such written confirmation has been obtained),
the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement as if such
agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however,
that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified
Servicer appointed by the Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing
Agreement that was previously in effect.


 


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


 


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


 


(f)          
If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within
the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the
Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired
by or on behalf of the Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure
of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of
the pro rata share of each Holder therein shall at all times qualify as “foreclosure property” within the meaning
of Section 860G(a)(8) of the Code, and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan,
consent to or withhold consent from any action of the Borrower, or exercise or refrain from exercising any powers or rights that
the Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant


 






    	-14-



    	 



    

 


modification”
of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the
Treasury, more than three (3) months after the startup day of the REMIC that includes any Note (or any portion thereof). Each Holder
agrees that the provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement
relating to the administration of the Mortgage Loan.


 


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


 


3.           
Priority of Notes. Note A-1, Note A-2 and Note A-3 shall be of equal priority, and no portion of any of Note A-1,
Note A-2 or Note A-3 shall have priority or preference over any portion of the other Note or security therefor. Except for the
Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received
in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other
instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements
in respect of condemnation proceedings or similar exercise of the power of eminent domain shall be distributed by the Master Servicer
and applied to the Note A-1, Note A-2 and Note A-3 on a Pro Rata and Pari Passu Basis.


 


The Servicing Agreement
may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) pay the Master Servicer,
the Trustee or the Special Servicer for interest accrued on any Property Advances, (ii) to pay the parties to any Securitization
for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred with respect to the Mortgage Loan
and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for
so long as Note A-1 or Note A-2 is not included in a Securitization, any Penalty Charges allocated to Note A-1 or Note A-2 that
are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master
Servicer and/or the Special Servicer without the express consent of such Holder.


 


4.           
Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the
Servicing Agreement and Section 13 of this Agreement, and the obligation to act in accordance with the Servicing Standard,
if the Lead Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms
thereof such that (i) the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate is reduced, (iii) payments
of interest or principal on Note A-1, Note A-2 or Note A-3 are waived, reduced or deferred or (iv) any other adjustment is
made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage
Loan Documents shall be structured to preserve, the equal priorities of Note A-1, Note A-2 and Note A-3 as described in Section 3.


 






    	-15-



    	 



    

 


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


 


If any Servicer holding
or having distributed any amount received or collected in respect of Note A-1, Note A-2 and Note A-3 determines, or a court of
competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1, Note A-2 or Note A-3 must,
pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to
the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, or any Servicer or paid to any other Person, then, notwithstanding
any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder,
the Note A-2 Holder or the Note A-3 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder,
as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed
to the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, as applicable, together with interest thereon at such rate,
if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3
Holder, and any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder
and the Note A-3 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 will promptly remit such excess to the Master Servicer. The Master Servicer
shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder,
as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder or
the Note A-3 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the
Note A-2 Holder and the Note A-3 Holder under this Section 5 are separate and distinct obligations from one another
and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note
A-1 Holder, the Note A-2 Holder and the Note A-3 Holder under this Section 5 constitute absolute, unconditional and
continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.


 


6.          
Limitation on Liability. Subject to the terms of the Servicing Agreement, no Holder (including the Master Servicer
or the Special Servicer on its behalf) shall have any liability to any other Holder with respect to any Note, except (1) with
respect to the Advance reimbursement provisions set forth in Section 17 and (2) with respect to losses actually
suffered due to the gross negligence, willful misconduct or material breach of this Agreement on the part


 






    	-16-



    	 



    

 


of such Holder (including
the Master Servicer or the Special Servicer on its behalf, and the Master Servicer’s or Special Servicer’s liability
is further limited as set forth in the Servicing Agreement).


 


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


 


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


 


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


 


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


 


(iv)       
This Agreement is the legal, valid and binding obligation of such Holder enforceable against such Holder in accordance
with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect
to indemnification and contribution obligations may be limited by applicable law.


 


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


 


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


 


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


 


(viii)     
It is a Qualified Transferee.


 


8.          
Independent Analyses of each Holder. Each Holder acknowledges that, except for the representations made in Section 7,
it has, independently and without reliance upon any other Holders and based on such documents and information as such Holder has
deemed appropriate, made its own credit analysis and decision to purchase its respective Note. Each


 






    	-17-



    	 



    

 


Holder hereby acknowledges
that the other Holders shall have no responsibility for (i) the collectability of the Mortgage Loan, (ii) the validity,
enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished
or to be furnished in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness
of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Borrower. Each
Holder assumes all risk of loss in connection with its respective Note for reasons other than gross negligence, willful misconduct
or breach of this Agreement by any other Holder or gross negligence, willful misconduct or bad faith by any Servicer.


 


9.          
No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken
pursuant hereto, shall be deemed to constitute among any Holder (or the Master Servicer, Special Servicer or Trustee on its behalf)
and any other Holder a partnership, association, joint venture or other entity. Each Holder (or the Master Servicer, Special Servicer
or Trustee on its behalf) shall have no obligation whatsoever to offer to the other Holders the opportunity to purchase notes or
interests relating to any future loans originated by such Holder or any of its Affiliates, and if any Holder chooses to offer to
any of the other Holders, the opportunity to purchase notes or interests in any future mortgage loans originated by such Holder
or its Affiliates, such offer shall be at such purchase price and interest rate as such Holder chooses, in its sole and absolute
discretion. None of the Holders shall have any obligation whatsoever to purchase from any other Holder any notes or interests in
any future loans originated by any other Holder or any of its Affiliates.


 


10.          Not a Security. None of Note A-1, Note A-2 or Note A-3 shall be deemed to be a security within the meaning of the
Securities Act of 1933 or the Securities Exchange Act of 1934.


 


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


 


12.        
Transfer of Notes. (a)  Each Holder may Transfer up
to 49% of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating
Agency Confirmation. Each Holder shall not Transfer more than 49% of its beneficial interest in its Note unless (i) prior
to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter
be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of
any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall
thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer
is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and
agree


 






    	-18-



    	 



    

 


to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in
the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties
contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s
prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization,
without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued
in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate
of a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.


 


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


 


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


 


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


 






    	-19-



    	 



    

 


Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall
be deemed to be given if Note Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver
or termination within 10 days after request therefor; (iv) that the other Holders shall accept any cure by such Note Pledgee
of any default of the pledging Holder which such pledging Holder has the right to effect hereunder, as if such cure were made by
such pledging Holder; (v) that the other Holders or Servicer shall deliver to Note Pledgee such estoppel certificate(s) as
Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory
to the other Holders; and (vi) that, upon written notice (a “Redirection Notice”) to the Servicer by such
Note Pledgee that the pledging Holder is in default beyond any applicable cure periods with respect to the pledging Holder’s
obligations to such Note Pledgee pursuant to the applicable credit agreement or other agreements relating to the Pledge between
the pledging Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such
Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee (or at any time that pledging Holder otherwise
directs that such payment be made to Note Pledgee pursuant to a separate notice) shall be entitled to receive any payments that
any Servicer would otherwise be obligated to make to the pledging Holder from time to time pursuant to this Agreement or any Servicing
Agreement. Any pledging Holder hereby unconditionally and absolutely releases the other Holders and any Servicer from any liability
to the pledging Holder on account of any Holder’s or Servicer’s compliance with any Redirection Notice believed by
any Servicer or other Holders in good faith to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise
fully its rights and remedies against the pledging Holder (and accept an assignment in lieu of foreclosure as to such collateral),
in accordance with applicable law, the pledge agreement, repurchase agreement or similar agreement between the pledging Holder
and the Note Pledgee and this Agreement. In such event, or if the pledging holder otherwise assigns its interests to the Note Pledgee,
the other Holders and the Servicer shall recognize such Note Pledgee (and any transferee (other than the Borrower or any Affiliate
of the Borrower) that is also a Qualified Transferee at any foreclosure or similar sale held by such Note Pledgee or any transfer
in lieu of foreclosure), and such Person’s successor and assigns, as the successor to the pledging Holder’s rights,
remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Transferee shall assume in writing the obligations
of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Note
Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 12(d)
shall remain effective as to any Holder (and any Servicer) unless and until such Note Pledgee shall have notified such Holder (and
any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


(e)          
The parties hereto acknowledge that (i) the contemplated sale of Note A-1, Note A-2 and Note A-3 under the terms of the
Master Repurchase Agreement, dated as of November 18, 2010, between CCRE LifeCo Loan Seller, L.P., as seller, and MetLife, as buyer,
qualifies as a “Pledge” hereunder and MetLife is a Qualified Transferee, (ii) all of the terms of this Section 12
have been satisfied with respect to such Pledge, and (iii) MetLife qualifies as a “Note Pledgee” and is entitled to
all of the rights, privileges and benefits afforded to a Note Pledgee hereunder. In addition, while the Pledge to MetLife of Note
A-1, Note A-2 and/or Note A-3 (as applicable) is in effect, MetLife shall have all rights as Note A-1 Holder, Note A-2 Holder and
Note A-3 Holder (as applicable) under all applicable documentation and the Note A-1 Holder, Note A-2 Holder, Note A-3 Holder and
the Master Servicer and the Special Servicer


 






    	-20-



    	 



    

 


under the Servicing Agreement shall recognize MetLife as Note A-1 Holder, Note A-2
Holder and/or Note A-3 Holder, as applicable. Notwithstanding the foregoing, no notice shall be required pursuant to Section
12(b) in connection with the Pledge to MetLife.


 


13.          Exercise of Remedies by the Servicer. (a)  Subject
to the terms of this Agreement and the Servicing Agreement and subject to the rights and consents, where required, of the Directing
Holder, the Servicer shall have the sole and exclusive authority with respect to the administration of, and exercise of rights
and remedies with respect to, the Mortgage Loan, including, without limitation, the sole and exclusive authority to (i) modify
or waive any of the terms of the Mortgage Loan Documents, (ii) consent to any action or failure to act by the Borrower or
any party to the Mortgage Loan Documents, (iii) vote all claims with respect to the Mortgage Loan in any bankruptcy, insolvency
or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’ interests with respect
to the Mortgage Loan or to refrain from exercising any powers or rights under the Mortgage Loan Documents, including the right
at any time to call or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage Loan or institute any
foreclosure action, and the Holders shall have no voting, consent or other rights whatsoever with respect to the Servicer’s
administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan other than as provided in the Servicing
Agreement. Subject to the terms and conditions of the Servicing Agreement, the Servicer shall have the sole and exclusive authority
to make Property Advances with respect to the Mortgage Loan. Except as otherwise provided in this Agreement, each Holder agrees
that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Servicer the rights, if any, that
such Holder has to (A) call or cause the Servicer to call an Event of Default under the Mortgage Loan, or (B) exercise
any remedies with respect to the Mortgage Loan or the Borrower, including, without limitation, filing or causing the Lead Note
Holder or such Servicer to file any bankruptcy petition against the Borrower. Each Holder shall, from time to time, execute such
documents as any Servicer shall reasonably require to evidence such assignment with respect to the rights described in clause (iii)
of the first sentence in this Section 13(a).


 


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


 


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


 


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


 


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


 






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


 


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


 


(3)          
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 requested by a Non-Lead Note Holder; and


 


(4)          
until the sale is completed and a reasonable period of time (but no less time than is afforded to other offerors and the
Directing Holder) prior to the proposed sale date, all information and other documents being provided to other offerors and all
leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale.


 


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


 


The Non-Lead Note Holders
hereby appoint the Lead Note Holder as their agent, and grant to the Lead Note Holder an irrevocable power of attorney coupled
with an interest, and its proxy, for the purpose of soliciting and accepting offers for and consummating the sale of the Non-Lead
Notes. Each Non-Lead Note Holder further agrees that, upon the request of the Lead Note Holder, such Non-Lead Note Holder shall
execute and deliver to or at the direction of Lead Note Holder such powers of attorney or other instruments as the Lead Note Holder
may reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following request,
and shall deliver the related original Non-Lead Note, endorsed in blank, to or at the direction of the Lead Note Holder in connection
with the consummation of any such sale.


 


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


 






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14.             
Rights of the Directing Holder. The Directing Holder shall be entitled to exercise the rights and powers granted
to the Directing Holder hereunder and the rights and powers granted to the “Directing Holder,” “Controlling Class
Certificateholder,” “Controlling Class Representative” or similar party under, and as defined in, the Servicing
Agreement with respect to the Mortgage Loan. In addition, the Directing Holder shall be entitled to advise (1) the Special
Servicer with respect to all matters related to a Specially Serviced Mortgage Loan and (2) the Special Servicer with respect
to all matters for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and, except as
set forth below (i) the Master Servicer shall not be permitted to take any Major Action unless it has obtained the prior written
consent of the Special Servicer and (ii) the Special Servicer shall not be permitted to consent to the Master Servicer’s
taking any Major Action nor will the Special Servicer itself be permitted to take any Major Action as to which the Directing Holder
has objected in writing within ten (10) Business Days (or 30 days with respect to an Acceptable Insurance Default) after receipt
of the written recommendation and analysis and such additional information requested by the Directing Holder as may be necessary
in the reasonable judgment of the Directing Holder in order to make a judgment with respect to such Major Action. The Directing
Holder may also direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage
Loan as the Directing Holder may deem advisable.


 


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


 


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


 


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


 


The Directing Holder
shall have no liability to the other Holders or any other Person for any action taken, or for refraining from the taking of any
action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Servicing


 



    	-23-



    	 



    




 


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


 


15.          Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have
the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to
the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall
designate a Person to serve as Special Servicer by delivering to the other Holders and the parties to the Note A-1 PSA, the Note
A-2 PSA and the Note A-3 PSA a written notice stating such designation and by satisfying the other conditions required under the
Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement),
if any.


 


16.          Rights of the Non-Directing Holders. (a)  The Note
A-1 PSA shall provide that the Servicer shall be required:


 


(i)           
to provide copies of the same notices, information and reports that it is required to provide to the Directing Holder pursuant
to the Servicing Agreement with respect to any Major Actions or the implementation of any recommended actions outlined in an Asset
Status Report relating to the Mortgage Loan to the Non-Directing Holders (but without regard to whether or not the Directing Holder
actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time
frame as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has
lost any rights to receive such information as a result of a Consultation Termination Event), provided, however,
that if Note A-2 or Note A-3 has been included in a Securitization transaction, then for any information for which the Special
Servicer would be required to provide to such Non-Directing Holder, the Special Servicer shall provide such notice to the master
servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related
Securitization documents; and


 


(ii)           
to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information
and reports, such Non-Directing Holder requests consultation with respect to any such Major Action or the implementation of any
recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended
by such Non-Directing Holder; provided 


 






    	-24-



    	 



    

 


that
after the expiration of a period of ten (10) Business Days from the delivery to each Non-Directing Holder of written notice
of a proposed action, together with copies of the notice, information and report required to be provided to the Directing
Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing
Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is
materially different from the action previously proposed, in which case such ten (10) Business Day period shall be begin anew
from the date of such proposal and delivery of all information relating thereto).


 


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


 


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


 


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


 


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


 


17.          Advances; Reimbursement of Advances. (a)  From time
to time, (i) pursuant to terms of the Servicing Agreement, the Lead Servicer and/or the related Trustee may be obligated to
make (1) Property Advances with respect to the Mortgage Loan or the Mortgaged Property and (2) P&I Advances with
respect to the Lead Note and (ii) pursuant to the terms of a Non-Lead Servicing Agreement, the related Non-Lead Master Servicer
and/or the related Trustee may be obligated to make P&I Advances with respect to a Non-Lead Note. The Lead Servicer and/or
the related Trustee will not be required to make any P&I Advance with respect to any Non-Lead Note and the related Non-Lead
Master Servicer and/or the related Trustee will not be required to make any P&I Advance with respect to any Lead Note, any
other Non-Lead Note or any Property Advance. The Lead Servicer, each Non-Lead Master Servicer and any Trustee will be entitled
to interest on any Advance made in the manner and from the sources provided in the Note A-1 PSA, the Note A-2 PSA or the Note A-3
PSA, as applicable.


 


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


 






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


 


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


 


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


 


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


 






    	-26-



    	 



    

 


new terms added, as necessary) to reflect the New A-1 Notes. Rating Agency
Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).


 


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


 


(c)         
Each Non-Lead Servicing Agreement shall provide that:


 


(i)          
the applicable master servicer or Trustee for such Securitization shall be required to notify the master servicer, special
servicer and Trustee of each other Securitization of the amount of any P&I Advance it has made with respect to the Note included
in such Securitization within two Business Days of making such advance;


 


(ii)         
if the applicable master servicer, special 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 2 Business Days after such determination was made;


 


(iii)        
in the event such Non-Lead Note Holder is responsible for its proportionate share of any Nonrecoverable Advances (or any
other portion of a Nonrecoverable Advance) (and advance interest thereon) or other fee or expense pursuant to Section 17,
and that in the event that the funds received with respect to such Non-Lead Note are insufficient to cover such amounts, (x) the
related master servicer will be required to pay the Master Servicer, Special Servicer or Trustee under the Servicing Agreement,
as applicable, out of general funds in the collection account (or equivalent account)


 






    	-27-



    	 



    

 


established
under the related Non-Lead Servicing Agreement and (y) if the Lead Servicing Agreement permits the Master Servicer, Special Servicer
or Trustee under the Servicing Agreement to pay itself from the Lead Securitization Trust’s general account then the master
servicer under the related Non-Lead Servicing Agreement will be required to reimburse the Lead Securitization Trust Fund out of
general funds in the collection account (or equivalent account) established under the related Non-Lead Servicing Agreement;


 


(iv)        
each of the Master Servicer and the Special Servicer shall be indemnified (as and to the same extent the Lead Securitization
Trust is required to indemnify each such party) 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 any PSA that relate solely to
its servicing of the Mortgage Loan, as applicable, and the master servicer under the related Non-Lead Servicing Agreement will
be required to reimburse the Master Servicer, Special Servicer or Trustee under the Servicing Agreement, as applicable, out of
general funds in the collection account (or equivalent account) established under the related Non-Lead Servicing Agreement;


 


(v)         
each of Trustee and the master servicer under the Non-Lead Servicing Agreement, as applicable, shall acknowledge that,
(i) each of the Master Servicer and the Trustee under the Servicing Agreement will be a third party beneficiary under the Non-Lead
Servicing Agreement with respect to any provisions therein relating to (1) the reimbursement of any nonrecoverable advances made
with respect to such Non-Lead Note by the Master Servicer or the Trustee under the Servicing Agreement and (2) as to the Master
Servicer only, the indemnification of the Master Servicer 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 any PSA and relating
to such Non-Lead Note and (ii) the Special Servicer will be a third party beneficiary under the related Non-Lead Servicing Agreement
with respect to any provisions therein relating to (1) the reimbursement of any nonrecoverable advances made with respect to such
Non-Lead Note by the Special Servicer (it being understood that the Special Servicer is not required to make any Advances) and
(2) the indemnification of the Special Servicer 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 any PSA and relating to such
Non-Lead Note; and


 


(vi)        
the Master Servicer and the Special Servicer shall be third party beneficiaries of the foregoing provisions.


 


(d)          
The Note A-1 Holder shall give each of the parties to the Note A-2 PSA (that is not also a party to the Note A-1 PSA) notice
of the Note A-1 Securitization in writing (which may be by email) prior to or promptly following the Note A-1 Securitization Date.
Such notice shall contain contact information for each of the parties of the Note A-1 PSA and the identity of the Controlling Class
Representative under such Note A-1 PSA. In addition, after the Note A-1 Securitization Date, the Note A-1 Holder shall send a copy
of the Note A-1 PSA to the Depositor, the Servicer, and the Special Servicer under the Note A-3 PSA (provided such party
is not also a party to the Note A-1 PSA).


 






    	-28-



    	 



    

 


(e)          
The Note A-2 Holder shall give the Depositor, the Servicer, and the Special Servicer under the Note A-1 PSA (provided
that party is not also a party to the Note A-2 PSA) notice of the Note A-2 Securitization in writing (which may be by email) prior
to or promptly following the Note A-2 Securitization Date. Such notice shall contain contact information for each of the parties
of the Note A-2 PSA and the identity of the Controlling Class Representative under such Note A-2 PSA. In addition, after the Note
A-2 Securitization Date, the Note A-2 Holder shall send a copy of the Note A-2 PSA to the Depositor, the Servicer, and the Special
Servicer under the Note A-3 PSA (provided such party is not also a party to the Note A-2 PSA).


 


(f)          
The Note A-1 PSA shall:


 


(i)          
provide that 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 it has made with respect to the Note included
in such Securitization within two Business Days of making such advance;


 


(ii)         
provide that 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 Business Days after such determination was made;


 


(iii)        
provide that the Master Servicer shall remit all payments received (or advanced) with respect to any Non-Lead 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 Holder on the applicable Master Servicer Remittance Date;


 


(iv)        
provide that the Master Servicer agrees to deliver to each master servicer under a Non-Lead Servicing Agreement CREFC®
Investor Reporting Package® pursuant to the terms of the Servicing Agreement on a monthly basis;


 


(v)         
provide that the Master Servicer, any primary servicer, the Special Servicer and the Lead 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 any Non-Lead 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 each 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, each Lead Note Holder for a Lead Securitization
shall provide in a timely manner to the depositor


 






    	-29-



    	 



    

 


and the
Trustee for any prior Securitization a copy of the Lead Securitization Servicing Agreement and each Lead Servicer (at the expense
of the Lead 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 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 Lead 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 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 related Non-Lead Servicing Agreements;


 


(vi)        
provide that the servicing duties of each of the Master Servicer and Special Servicer under the Servicing Agreement shall
include the duty to service each Non-Lead Note on behalf of the related Trustees and related Certificate holders in accordance
with the terms and provisions of this Agreement;


 


(vii)      
provide that any late collections received by the Master Servicer from the Borrower for which a P&I Advance has already
been paid by a master servicer or trustee under a Non-Lead Servicing Agreement shall be remitted by the Master Servicer to such
master servicer or trustee under a Non-Lead Servicing Agreement, as applicable, within one Business Day of receipt of properly
identified funds; 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 later collections 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)     
provide that the Non-Lead Note Holders are intended third-party beneficiaries in respect of the rights afforded it under
the Servicing Agreement and each master servicer under a Non-Lead Servicing Agreement will be entitled to enforce the rights of
the related Trustee with respect to such Non-Lead Note under this Agreement and the Servicing Agreement;


 


(ix)        
provide that each master servicer and special servicer under any Non-Lead Servicing Agreement shall be a third-party beneficiary
of the Servicing Agreement with respect to all provisions therein expressly relating to compensation, reimbursement or


 






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


 


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


 


(xi)        
satisfy Moody’s rating methodology related to permitted investments and eligible accounts applicable to securities
rated “Aaa” by Moody’s.


 


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


 


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


 


21.          Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns. Each of the Master Servicer, Non-Lead Master Servicer and related
Trustee is an intended third-party beneficiary of this Agreement. Except as provided in Section 5 and the preceding
sentence, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto.


 


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


 


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


 






    	-31-



    	 



    

 


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


 


25.          Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than Note A-1 and
Note A-2) will be held by the Note A-3 Trustee (or by a custodian on its behalf) under the terms of the Note A-3 PSA on behalf
of all of the Holders until the Note A-1 Securitization Date, at which time the originals of all of the Mortgage Loan Documents
(other than Note A-2 and Note A-3) will be transferred to and held by the Note A-1 Trustee (or by a custodian on its behalf) on
behalf of all of the Holders


 


[NO FURTHER TEXT ON THIS PAGE]


 






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IN WITNESS WHEREOF, each
of the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder has caused this Agreement to be duly executed as of the day
and year first above written.


 





	 	Note A-1 Holder:
	 	 	 
	 	CANTOR COMMERCIAL REAL ESTATE LENDING, L.P.
	 	 	 
	 	By:	/s/ Anthony Orso
	 	 	Name: Anthony Orso
	 	 	Title: CoCEO-CCRE



 

 

 






    	A-1



    	 



    

  


	 	Note A-2 Holder:
	 	 	 
	 	CANTOR COMMERCIAL REAL ESTATE LENDING, L.P.
	 	 	 
	 	By:	/s/ Anthony Orso




	 	 	Name: Anthony Orso
	 	 	Title: CoCEO-CCRE








 


 


 






    	A-2



    	 



    




 





	 	Note A-3 Holder:
	 	 	 
	 	CANTOR COMMERCIAL REAL ESTATE LENDING, L.P.
	 	 	 
	 	By:	/s/ Anthony Orso




	 	 	Name: Anthony Orso
	 	 	Title: CoCEO-CCRE


 


 


 






    	A-3



    	 



    

 


EXHIBIT A


 


MORTGAGE LOAN SCHEDULE


 


A.          Description of Mortgage Loan


 


	Borrower:	34th Street Penn Association LLC
	Mortgage Loan Origination Date:  	December 11, 2015
	Initial Principal Amount of Mortgage Loan:	$130,000,000
	Co-Lender Closing Date Mortgage Loan Principal Balance:	$130,000,000
	Location of Mortgaged Properties:	New York
	Current Use of Mortgaged Property:	Hotel
	Mortgage Interest Rate:	
        Note A-1:          4.221%

        Note A-2:          4.221%

        Note A-3:          4.221%

	Maturity Date:	January 6, 2026


 






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B.          Description of Notes


 


	Mortgage Loan Origination Date:	December 11, 2015
	Initial Note A-1 Principal Balance:	$45,000,000
	Initial Note A-2 Principal Balance:	$45,000,000
	Initial Note A-3 Principal Balance:	$40,000,000
	Initial Note A-1 Percentage Interest:	34.62%
	Initial Note A-2 Percentage Interest:	34.62%
	Initial Note A-3 Percentage Interest:	30.77%
	Note A-1 Interest Rate:	4.221%
	Note A-2 Interest Rate:	4.221%
	Note A-3 Interest Rate:	4.221%
	Note A-1 Default Interest Rate:	Lesser of (a) the maximum rate permitted by law or (b) four percent (4%) above the Note A-1 Interest Rate
	Note A-2 Default Interest Rate:  	Lesser of (a) the maximum rate permitted by law or (b) four percent (4%) above the Note A-1 Interest Rate
	Note A-2 Default Interest Rate:  	Lesser of (a) the maximum rate permitted by law or (b) four percent (4%) above the Note A-1 Interest Rate


 






    	A-5



    	 



    

 


EXHIBIT B


 


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


 


Cantor Commercial Real Estate Lending,
L.P.

110 East 59th Street, 6th Floor

New York, New York 10022

Attention: Legal Department

Facsimile No.: (212) 610-362

E-Mail: legal@ccre.com


 


with a copy to:


 


Cadwalader, Wickersham & Taft
LLP

200 Liberty Street

New York, New York 10281

Attention: Lisa Pauquette, Esq.

Facsimile No.: (212) 504-6666


 


with a copy to:


 


Berkeley Point Capital LLC

One Beacon Street, 14th Floor

Boston, Massachusetts 02108

Attention: Nancy Navarro, Vice President, Servicing Department

Facsimile No.: (617) 275-7574


 






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EXHIBIT C


 


PERMITTED FUND MANAGERS


 


Westbrook Partners


iStar Financial Inc.


Capital Trust


Archon Capital, L.P.


Whitehall Street Real Estate Fund, L.P. 


The Blackstone Group 


Normandy Real Estate Partners 


Dune Real Estate Partners 


AllianceBernstein 


Rockwood 


RREEF Funds 


Hudson Advisors 


Artemis Real Estate Partners 


Apollo Real Estate Advisors 


Colony Capital, Inc. 


Praedium Group 


Fortress Investment Group, LLC 


Lonestar Opportunity Funds 


Clarion Partners 


Walton Street Capital, LLC 


Starwood Financial Trust 


BlackRock, Inc. 


Eightfold Real Estate Capital, L.P. 


KKR Real Estate Finance Manager LLC


 






    	C-1