Exhibit 4.10


 


EXECUTION VERSION


 


CO-LENDER AGREEMENT


 


Dated as of December 15, 2015


 


by and among


 


COLUMN FINANCIAL, INC.

(Initial Note A-1 Holder)


 


and


 


MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS
LLC

(Initial Note A-2 Holder)


 


and


 


COLUMN FINANCIAL, INC.

(Initial Note A-3 Holder)


 


and


 


MORGAN STANLEY BANK, N.A.

(Initial Note A-4 Holder)


 


and


 


COLUMN FINANCIAL, INC.

(Initial Note B-1 Holder)


 


and


 



    	 



    	 



    




 


MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS
LLC

(Initial Note B-2 Holder)


 


Project Western (Pool A)


 






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TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 
	Section 1	Definitions	1
	Section 2	Servicing of the Mortgage Loan	15
	Section 3	Priority of Payments	20
	Section 4	Workout	20
	Section 5	Administration of the Mortgage Loan	20
	Section 6	Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative	24
	Section 7	Appointment of Special Servicer	27
	Section 8	Payment Procedure	27
	Section 9	Limitation on Liability of the Note Holders	28
	Section 10	Bankruptcy	28
	Section 11	Representations of the Note Holders	29
	Section 12	No Creation of a Partnership or Exclusive Purchase Right	29
	Section 13	Other Business Activities of the Note Holders	30
	Section 14	Sale of the Notes	30
	Section 15	Registration of the Notes and Each Note Holder	33
	Section 16	Governing Law; Waiver of Jury Trial	33
	Section 17	Submission To Jurisdiction; Waivers	34
	Section 18	Modifications	34
	Section 19	Successors and Assigns; Third Party Beneficiaries	35
	Section 20	Counterparts	35
	Section 21	Captions	35
	Section 22	Severability	35
	Section 23	Entire Agreement	35
	Section 24	Withholding Taxes	35
	Section 25	Custody of Mortgage Loan Documents	37
	Section 26	Cooperation in Securitization	37
	Section 27	Notices	38
	Section 28	Broker	38
	Section 29	Certain Matters Affecting the Agent	38
	Section 30	Termination and Resignation of Agent	39
	Section 31	Resizing	39


 






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THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of December 15, 2015 by and among COLUMN FINANCIAL, INC. (“Column”
and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1, the “Initial Note
A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), Morgan Stanley Mortgage
Capital Holdings LLC (“MSMCH” and together with its successors and assigns in interest, in its capacity as initial
owner of Note A-2, the “Initial Note A-2 Holder”), Column (together with its successors and assigns in interest,
in its capacity as initial owner of Note A-3, the “Initial Note A-3 Holder”), Morgan Stanley Bank, N.A. (together
with its successors and assigns in interest, in its capacity as initial owner of Note A-4, the “Initial Note A-4 Holder”),
Column (together with its successors and assigns in interest, in its capacity as initial owner of Note B-1, the “Initial
Note B-1 Holder”) and MSMCH (together with its successors and assigns in interest, in its capacity as initial owner of
Note B-2, the “Initial Note B-2 Holder” and, together with the Initial Note A-1 Holder, the Initial Note A-2
Holder, the Initial Note A-3 Holder, the Initial Note A-4 Holder and the Initial Note B-1 Holder, the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), Column and Morgan Stanley Bank, N.A. (“MSBNA”) originated a
certain loan (the “Mortgage Loan”) described on the schedule attached hereto as Exhibit A (the “Mortgage
Loan Schedule”) to the mortgage loan borrowers described on the Mortgage Loan Schedule (collectively, the “Mortgage
Loan Borrower”), which was evidenced, inter alia, by 6 promissory notes (as amended, modified or supplemented,
the “Notes”) in the aggregate original principal amount of $966,500,000 made by the Mortgage Loan Borrower in
favor of the Initial Note Holders; and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”)
on certain real property located as described in the Mortgage Loan Agreement (collectively, the “Mortgaged Properties”);


 


WHEREAS, on or prior to the date hereof, MSBNA assigned all of its right, title and interest in and to Note A-2 and Note B-2 to
MSMCH; and


 


WHEREAS, each Initial
Note Holder desires to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall
hold the Notes;


 


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


 


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


 


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


 








    	 



    	 



    

 


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


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and after the Securitization
Date shall mean the Servicer.


 


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


 


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


 


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


 


“B Notes”
shall mean each of Note B-1 and Note B-2.


 


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


 


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


 


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


 


“Certificate
Administrator” shall mean Wells Fargo Bank, National Association or its successor in interest, or any successor Certificate
Administrator appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Controlling Note Holder” shall mean the
Note A-1 Holder; provided that at any time Note A-1 is included in the Lead Securitization, references to the “Controlling
Note Holder” herein shall mean the holders of the majority of the class of securities issued in the Lead Securitization designated
as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling
Note Holder” hereunder or under the Lead Securitization Servicing Agreement, as and to the extent provided in the Lead Securitization
Servicing Agreement.


 


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


 


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


 


“Depositor”
shall mean Credit Suisse First Boston Mortgage Securities Corp.


 


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


 


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


 


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


 


“Initial Note
A-1 Holder” shall mean Column, as the initial holder of Note A-1.


 


“Initial Note A-2 Holder” shall
mean MSMCH, as the initial holder of Note A-2.


 


“Initial Note
A-3 Holder” shall mean Column, as the initial holder of Note A-3.


 


“Initial Note A-4 Holder” shall
mean MSBNA, as the initial holder of Note A-4.


 


“Initial Note
B-1 Holder” shall mean Column, as the initial holder of Note B-1.


 


“Initial Note
B-2 Holder” shall mean MSMCH, as the initial holder of Note B-2.


 


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


 






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


 


“Interest Rate”
shall mean with respect to any Note, the Interest Rate (as defined in the Mortgage Loan Documents) payable on such Note.


 


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


 


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


 


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


 


“Lead Securitization
Notes” shall mean Note A-1, Note A-2, Note B-1 and Note B-2.


 


“Lead Securitization
Note Holder” shall mean the Note A-1 Holder.


 


“Lead Securitization
Servicing Agreement” shall mean the trust and servicing agreement to be entered into in connection with the Securitization
of Note A-1 and issuance of the CSMC Trust 2015-GLPA, Commercial Mortgage Pass Through Certificates, Series 2015-GLPA, by and among
(a) the Trustee, (b) the Servicer, (c) the Special Servicer, (d) the Depositor and (e) the Certificate Administrator. The Servicing
Standard in the Lead Securitization Servicing Agreement shall require, among other things, that each Servicer, in servicing the
Mortgage Loan, must take into account the interests of each Note Holder.


 


“Lead Securitization
Subordinate Class Representative” shall have the meaning assigned to the term “Controlling Class Representative”
or any analogous term in the Lead Securitization Servicing Agreement.


 






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


 


“Major Decisions”
shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of November 4, 2015, among the mortgage loan borrowers described on
the Mortgage Loan Schedule, as Borrower, Column Financial, Inc. and Morgan Stanley Bank, N.A., collectively as Lender, as the same
may be amended, restated, supplemented or otherwise modified from time to time, subject to the terms hereof.


 


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


 


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


 


“Mortgage Loan
Borrower Related Party” shall have the meaning given to the term “Borrower Related Party” or any one or more
analogous terms in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 






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


 


“Net Note A
Rate” shall mean the Senior Note Rate minus the Servicing Fee Rate.


 


“Net Note B
Rate” shall mean the Junior Note Rate minus the Servicing Fee Rate.


 


“Nonrecoverable
P&I Advance” shall mean a Nonrecoverable Advance as defined in the Lead Securitization Servicing Agreement that is
a P&I Advance.


 


“Nonrecoverable
Servicing Advance” shall mean a Nonrecoverable Advance as defined in the Lead Securitization Servicing Agreement that
is a Servicing Advance.


 


“Non-Controlling
Note” means each Note that is not included in the Lead Securitization.


 


“Non-Controlling
Note Holder” means each Note Holder other than the Note A-1 Holder. The Lead Securitization Note Holder (or the
Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one party
exercising the rights of a “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing
Agreement and, to the extent that the related Non-Lead Securitization Servicing Agreement assigns such rights to more than
one party, the Non-Lead Securitization Servicing Agreement shall designate one party to deal with the Lead Securitization
Note Holder (or the Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to
the Lead Securitization Note Holder (and the Servicer and the Special Servicer acting on its behalf); provided that,
in the absence of such designation and notice, the Lead Securitization Note Holder (or the Servicer or the Special Servicer
acting on its behalf) shall be entitled to treat the last party as to which it has received written notice as having been
designated as the Non-Controlling Note Holder with respect to such Non-Controlling Note for all purposes of this
Agreement.


 


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


 






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Agreement) and, when
so delivered to the related Non-Lead Master Servicer and the related Non-Lead Special Servicer, the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations
with respect to such items hereunder or under the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Lead Securitization
Note” shall mean any Note other than the Lead Securitization Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Note”
shall mean each Note with the designation and original principal amount set forth below, each dated as of November 4, 2015, made
by the Mortgage Loan Borrower in favor of the Initial Note Holder set forth in the chart below. 


	Note	 

                                                                                Initial Note
 Holder
	 

                                                                                Lead/Non-Lead
 Note
	Original Principal Balance
	Note A-1	Column	Lead	$276,250,000
	Note A-2	MSMCH	Lead	$148,750,000
	Note A-3	Column	Non-Lead	$130,000,000
	Note A-4	MSBNA	Non-Lead	$70,000,000
	Note B-1	Column	Lead	$221,975,000
	Note B-2	MSMCH	Lead	$119,525,000







 





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Permitted Fund
Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached hereto
and made a part hereof or any other nationally-recognized manager of investment funds investing in debt or equity interests relating
to commercial real estate, (ii) investing through a fund with total assets of at least $3,000,000,000 and committed capital of
at least $1,500,000,000 and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief
of debtors.


 


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


 


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


 








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


 


(a)          an entity
Controlled (as defined below) by, under common Control with or that Controls any of the Initial Note Holders, or


 


(b)          the
trustee on behalf of the trust certificates issued pursuant to a master trust agreement involving a CDO comprised of, or
other securitization vehicle involving, assets deposited or transferred by a Note Holder and/or one or more Affiliates
(whether with assets from others or not), provided that the securities issued in connection with such CDO or other
securitization vehicle are rated initially at least investment grade by each of the Rating Agencies, that assigned a rating
to one or more classes of securities issued in connection with the Lead Securitization, or


 


(c)           one or more of the following:


 


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


 


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


 






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entity in which each
of the equity owners is an “accredited investor” within the meaning of, Rule 501(a) (1), (2), (3) or (7) of Regulation
D under the Securities Act of 1933, as amended, or


 


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


 


(iv)         an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital
commitments of at least $250,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified
Institutional Lender under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities
referred to in clause (i) or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the
fund manager responsible for the day-to-day management and operation of such investment vehicle and provided that at
least 50% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that
are otherwise Qualified Institutional Lenders, or


 


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


 


in the case of any entity referred to in clause (c)(i), (ii),
(iii), (iv)(B) or (v) of this definition, (x) such entity has at least $200,000,000 in capital/statutory surplus or
shareholders’ equity (except with respect to a pension advisory firm, asset manager or similar fiduciary) and at least
$600,000,000 in total assets (in name or under management), and (y) is regularly engaged in the business of making or owning
commercial real estate loans (or interests therein) similar to the Mortgage Loan (or mezzanine loans with respect thereto) or
owning or operating commercial


 






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real estate
properties; provided that, in the case of the entity described in clause (iv)(B) above, the requirements of this
clause (y) may be satisfied by a general partner, managing member, or the fund manager responsible for the day-to-day
management and operation of such entity; or


 


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


 


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


 


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


 


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


 


“Recovered Costs”
shall mean Liquidation Fees, Workout Fees, Special Servicing Fees or interest on Advances or similar amounts previously paid by
the Servicer from the Collection Account to the extent reimbursed by or on behalf of the Mortgage Loan Borrower pursuant to the
Mortgage Loan Documents.


 


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


 






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


 


“Relative Spread”
shall mean with respect to any Note and any date of determination, the ratio of the Interest Rate on such Note Rate to the interest
rate payable on the Mortgage Loan as of such date of determination.


 


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


 


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


 


“Reverse Sequential
Order” shall mean (i) with respect to the allocation of losses of principal, (a) first, to the reduction of the
Note Principal Balance of each of the B Notes, on a Pro Rata and Pari Passu Basis, until the Note Principal Balance of each such
Note is reduced to zero; and (b) second, to the reduction of the Note Principal Balance of each of the A Notes, on a


 






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Pro Rata and Pari Passu
Basis, until the Note Principal Balance of each such Note is reduced to zero and (ii) with respect to the allocation of any fees,
costs, liabilities or expenses incurred in connection with the servicing and administration of the Mortgage Loan, (a) first,
to the B Notes, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to the amounts distributable
to such B Notes) and (b) second, to the A Notes, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal
Balances.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Sequential Order” shall mean (a) first, to the reduction of the Note Principal Balance of each of the
A Notes, on a Pro Rata and Pari Passu Basis, until the Note Principal Balance of each such Note is reduced to zero; and (b) second,
to the reduction of the Note Principal Balance of each of the B Notes, on a Pro Rata and Pari Passu Basis, until the Note Principal
Balance of each such Note is reduced to zero.


 


“Servicer”
shall mean KeyBank National Association or its successor in interest, or any successor Servicer appointed as provided in the Lead
Securitization Servicing Agreement.


 


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


 


“Servicing Advance”
shall have the meaning assigned to the term “Property Protection Advances” in the Lead Securitization Servicing Agreement
(or other analogous term under the Lead Securitization Servicing Agreement).


 








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


 


“Special Servicer”
shall mean AEGON USA Realty Advisors, LLC, or its successor in interest, or any successor Special Servicer appointed as provided
in the Lead Securitization Servicing Agreement and this Agreement.


 


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


 


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


 


“Trustee”
shall mean Wells Fargo Bank, National Association or its successor in interest, or any successor Trustee appointed as provided
in the Lead Securitization Servicing Agreement.


 


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


 


Section 2.          Servicing
of the Mortgage Loan.


 


(a)          Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from
and after the Securitization Date pursuant to the Lead Securitization Servicing Agreement; provided that the Servicer
shall not be obligated to advance monthly payments of principal or interest in respect of any Note other than the Notes held
by the Lead Securitization Trust, to the extent provided in the Lead Securitization Servicing Agreement if such principal or
interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance
premiums and other expenses related to the maintenance of the Mortgaged Properties and maintenance and enforcement of the
lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement including any provisions
governing the determination of non-recoverability. Each Note Holder acknowledges that any other Note Holder may elect, in its
sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate
with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. Subject to the terms
and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment of the
Servicer, Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and
the appointment of the initial Special Servicer by the Controlling Note Holder as


 








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may be replaced
pursuant to the terms of the Lead Securitization Servicing Agreement and agrees to reasonably cooperate with the Servicer and
the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing
Agreement. Each Note Holder hereby irrevocably appoints the Servicer, the Special Servicer and the Trustee in the Lead
Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the
administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at
all times to the rights of the Note Holder set forth herein and in the Lead Securitization Servicing Agreement). In no event
shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note Holder against any
other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder; however,
this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder.
Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage Loan in
accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement
and applicable law, shall provide information to each Non-Lead Servicer under each Non-Lead Securitization Servicing
Agreement to enable each such Non-Lead Servicer to perform its servicing duties under the related Non-Lead Securitization
Servicing Agreement and shall not take any action or refrain from taking any action or follow any direction inconsistent with
the foregoing.


 


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


 


(b)           The Servicer shall
be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent provided in the Lead Securitization
Servicing Agreement) (i) shall be required to make Servicing Advances with respect to the Mortgage Loan, subject to the terms of
the Lead Securitization Servicing Agreement and this Agreement, and (ii) may be required to make P&I Advances on the Lead Securitization
Notes, if and to the extent provided in the Lead Securitization Servicing Agreement and this Agreement. The Servicer, the Special
Servicer and the Trustee, as applicable, will be entitled to reimbursement for a Servicing Advance, first from funds on
deposit in the Collection Account for the Mortgage Loan that (in


 








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any case) represent amounts
received on or in respect of the Mortgage Loan, and then, in the case of Nonrecoverable Servicing Advances, if such funds
on deposit in the Collection Account are insufficient, from general collections of the Lead Securitization as provided in the Lead
Securitization Servicing Agreement and from general collections of each Non-Lead Securitization as provided below. The Servicer,
the Special Servicer and the Trustee, as applicable, will be entitled to reimbursement for Advance Interest Amounts on a Servicing
Advance or a Nonrecoverable Servicing Advance, in the manner and from the sources provided in the Lead Securitization Servicing
Agreement, including from general collections of the Lead Securitization and, in the case of Servicing Advances, from general collections
of each Non-Lead Securitization as provided below. To the extent the Servicer, the Special Servicer or the Trustee, as applicable,
obtains funds from general collections of the Lead Securitization as a reimbursement for a Nonrecoverable Servicing Advance or
any Advance Interest Amounts on a Servicing Advance or a Nonrecoverable Servicing Advance, each Non-Lead Securitization Note Holder
(including from general collections or any other amounts from any Non-Lead Securitization Trust) shall be required to, promptly
following notice from the Servicer, reimburse the Lead Securitization for the Non-Lead Securitization Note Holder’s allocable
share, to be determined in Reverse Sequential Order, of such Nonrecoverable Servicing Advance or Advance Interest Amounts.


 


In addition, each Non-Lead
Securitization Note Holder (including, but not limited to, any Non-Lead Securitization Trust) shall be required to, promptly following
notice from the Servicer or the Special Servicer, pay or reimburse the Lead Securitization for such Non-Lead Securitization Note
Holder’s allocable share, to be determined in Reverse Sequential Order, of any fees, costs or expenses incurred in connection
with the servicing and administration of the Mortgage Loan as to which the Servicer, the Special Servicer, the Certificate Administrator,
the Trustee or the Depositor, as applicable, is entitled to be reimbursed pursuant to the Lead Securitization Servicing Agreement
and any costs, fees and expenses related to obtaining any Rating Agency Confirmation, to the extent amounts on deposit in the Collection
Account that are allocated to such Non-Lead Securitization Note are insufficient for reimbursement of such amounts and to the extent
that funds from general collections in the Lead Securitization are applied towards the Lead Securitization Note Holder’s
allocable share, to be determined in Reverse Sequential Order, of the insufficiency. Each Non-Lead Securitization Holder agrees
to indemnify (i) (as and to the same extent the Lead Securitization Trust is required to indemnify each of the following parties
in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the Lead Securitization Servicing
Agreement) each of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Depositor (and any director,
officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Lead
Securitization Servicing Agreement in respect of other mortgage loans) and (ii) the Lead Securitization Trust (such parties in
clause (i) and the Lead Securitization Trust, collectively, the “Indemnified Parties”) against any claims, losses,
penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred
in connection with the servicing and administration of the Mortgage Loan and the Mortgaged Properties under the Lead Securitization
Servicing Agreement (collectively, the “Indemnified Items”) to the extent of its allocable share, to be determined
in Reverse Sequential Order, of such Indemnified Items, and to the extent amounts on deposit in the Collection Account that are
allocated to a Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the related Non-Lead Securitization
Note Holder shall be required to, promptly


 



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following notice from
the Servicer, the Special Servicer or the Trustee, reimburse each of the applicable Indemnified Parties for its allocable share,
to be determined in Reverse Sequential Order, of the insufficiency, (including, if a Non-Lead Securitization Note has been included
in a Non-Lead Securitization, from general collections or any other amounts from such Non-Lead Securitization Trust).


 


The master servicer under
a non-lead Securitization (a “Non-Lead Master Servicer”) may be required to make P&I Advances on the related
Non-Lead Securitization Note, from time to time, subject to the terms of the related servicing agreement for the related Securitization
(each such agreement, a “Non-Lead Securitization Servicing Agreement”) and this Agreement. The Servicer, the
Special Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determination with respect
to a P&I Advance to be made on the Lead Securitization Notes based on the information that they have on hand and in accordance
with the Lead Securitization Servicing Agreement. Each Non-Lead Master Servicer and the special servicer and the trustee under
each Non-Lead Securitization Servicing Agreement (respectively, a “Non-Lead Special Servicer” and a “Non-Lead
Trustee”), as applicable, shall be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the related Non-Lead Securitization Note based on the information that they have on hand and in accordance
with the related Non-Lead Securitization Servicing Agreement. The Servicer and the Trustee, as applicable, and the related Non-Lead
Master Servicer or the related Non-Lead Trustee shall be required to notify the other of the amount of its P&I Advance within
two business days of making such advance. If the Servicer, the Special Servicer or the Trustee, as applicable (with respect to
the Lead Securitization Notes) or a Non-Lead Master Servicer, a Non-Lead Special Servicer or a Non-Lead Trustee, as applicable
(with respect to a Non-Lead Securitization Note), determines that a proposed P&I Advance, if made, would be non-recoverable
or an outstanding P&I Advance is or would be non-recoverable, or if the Servicer, the Special Servicer or the Trustee, as applicable,
subsequently determines that a proposed Servicing Advance would be non-recoverable or an outstanding Servicing Advance is or would
be non-recoverable, then the Servicer or the Trustee (as provided in the Lead Securitization Servicing Agreement, in the case of
a determination of non-recoverability by the Servicer, the Special Servicer or the Trustee) or the related Non-Lead Master Servicer
or the related Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the case of a determination
of non-recoverability by the related Non-Lead Master Servicer, the related Non-Lead Special Servicer or the related Non-Lead Trustee)
shall notify the Servicer and the Trustee, or the related Non-Lead Master Servicer and the related Non-Lead Trustee, as the case
may be, of the other Securitization within two business days of making such determination.


 


P&I Advances with
respect to the Lead Securitization Notes shall be reimbursed solely out of amounts allocated to the Lead Securitization Notes pursuant
to the this Agreement and shall not be reimbursed out of amounts allocated to the Non-Lead Securitization Notes. Likewise, P&I
Advances with respect to any Non-Lead Securitization Notes will be reimbursed solely out of amounts allocated to such Non-Lead
Securitization Notes pursuant to this Agreement and will not be reimbursed out of amounts allocated to the Lead Securitization
Notes or the other Non-Lead Securitization Notes.


 








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


 


(i)            such Non-Lead Securitization
Note Holder shall be responsible for its allocable share, to be determined in Reverse Sequential Order, of any Servicing Advances
(and advance interest thereon) and any additional trust fund expenses, but only to the extent that they relate to servicing and
administration of the Notes and the Mortgaged Properties, including without limitation, any unpaid Special Servicing Fees, Liquidation
Fees and Workout Fees relating to the Notes, and that in the event that the funds received with respect to each respective Note
are insufficient to cover such Servicing Advances or additional trust fund expenses, (A) the related Non-Lead Master Servicer will
be required to, promptly following notice from the Servicer or the Special Servicer, pay or reimburse the Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, or the Lead Securitization Trust, as applicable, out of general funds in
the collection account (or equivalent account) established under the related Non-Lead Securitization Servicing Agreement for such
Non-Lead Securitization Note Holder’s allocable share, to be determined in Reverse Sequential Order, of any such Nonrecoverable
Servicing Advances (together with advance interest thereon) and/or additional trust fund expenses (including compensation due to
the Servicer and the Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged
Properties), and (B) if the Lead Securitization Servicing Agreement permits the Servicer, the Special Servicer, the Certificate
Administrator or the Trustee to reimburse itself from the Lead Securitization Trust’s general account, then the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee, as applicable, may do so, and the related Non-Lead Master Servicer
will be required to, promptly following notice from the Servicer, the Special Servicer or the Trustee, reimburse the Lead Securitization
Trust out of general funds in the collection account (or equivalent account) established under the related Non-Lead Securitization
Servicing Agreement for the related Non-Lead Securitization Note Holder’s allocable share, to be determined in Reverse Sequential
Order, of any such Nonrecoverable Servicing Advances (together with advance interest thereon) and/or additional trust fund expenses
(including compensation due to the Servicer and the Special Servicer to the extent related to the servicing and administration
of the Mortgage Loan and the Mortgaged Properties);


 


(ii)           each of the Indemnified Parties shall be indemnified (as and to the same
extent the Lead Securitization Trust is required to indemnify each of such Indemnified Parties in respect of other mortgage loans
in the Lead Securitization Trust pursuant to the terms of the Lead Securitization Servicing Agreement and, in the case of the Lead
Securitization Trust, to the extent of any additional trust fund expenses with respect to the Mortgage Loan) by each Non-Lead Securitization
Trust, against any of the Indemnified Items to the extent of its allocable share, to be determined in Reverse Sequential Order,
of such Indemnified Items, and to the extent amounts on deposit in the Collection Account that are allocated to such Non-Lead Securitization
Note are insufficient for reimbursement of such amounts, the related Non-Lead Master Servicer will be required to reimburse each
of the applicable Indemnified Parties for the related Non-Lead Securitization Note’s allocable share, to be determined in
Reverse Sequential Order, of


 








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the insufficiency out
of general funds in the collection account (or equivalent account) established under the related Non-Lead Securitization Servicing
Agreement;


 


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


 


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


 


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


 


(d)          [Reserved].


 


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


 


Section 3.         Priority
of Payments. Each B Note and the right of the related Note B Holder to receive payments of interest, principal and other amounts
with respect to such B Note shall at all times be junior, subject and subordinate to each A Note and the right of the related
Note A Holder to receive payments of interest, principal and other amounts with respect to such A Note as set forth herein. All
amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with
the Mortgage Loan or the Mortgaged Properties or amounts realized as proceeds thereof, whether received in the form of Monthly
Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument
securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied
to the restoration or repair of a Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of
the Mortgage Loan Documents, to the extent permitted


 








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by the REMIC Provisions),
but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance
with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries
in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that
are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant
to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment
in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing
Agreement):


 


(a)           first, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest
on the applicable A Note Principal Balance at the Net Note A Rate;


 


(b)          second, on a Pro Rata and Pari Passu Basis based on the
outstanding principal balances of each A Note, to each Note A Holder in an amount equal to all principal payments (or other amounts
allocated to principal) received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such
A Note Principal Balance has been reduced to zero;


 


(c)           third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the
amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed
to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to
the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


 


(d)          fourth, on a Pro Rata and Pari Passu Basis, to each
Note B Holder in an amount equal to the accrued and unpaid interest on the applicable B Note Principal Balance at the Net Note
B Rate;


 


(e)           fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each B Note, to each Note
B Holder in an amount equal to all remaining principal payments (or other amounts allocated to principal) received, if any, with
respect to such Monthly Payment Date with respect to the Mortgage Loan, until the B Note Principal Balance has been reduced to
zero;


 


(f)           sixth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrowers,
shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the applicable
A Note Percentage Interests multiplied by its Relative Spread;


 


(g)          seventh, on a Pro Rata and Pari Passu Basis, any Prepayment
Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata
interest therein, based on the product of the applicable B Note Percentage Interest multiplied by its Relative Spread;


 








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(h)           eighth, if the proceeds
of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in
accordance with the foregoing clauses (a)-(g) and, as a result of a Workout the Principal Balance of the B Notes have been reduced,
such excess amount shall be paid to the Note B Holders, on a Pro Rata and Pari Passu Basis, in an amount up to the reduction, if
any, of the applicable B Note Principal Balance as a result of such Workout, plus interest on such amount at the related Net Note
B Rate;


 


(i)            ninth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be
otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances,
to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments
relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower,
shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and


 


(j)            tenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance
with the foregoing clauses (a)-(i), any remaining amount shall be paid pro rata to each Note A Holder and each Note B Holder
in accordance with their respective initial Percentage Interests.


 


All expenses and losses
relating to the Mortgage Loan and the Mortgaged Properties, including without limitation losses of principal and interest, Servicing
Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain
other trust expenses, shall be allocated in Reverse Sequential Order. P&I Advances with respect to the Lead Securitization
Notes shall be reimbursed solely out of amounts allocated to the Lead Securitization Notes pursuant to the this Agreement and shall
not be reimbursed out of amounts allocated to the Non-Lead Securitization Notes. Likewise, P&I Advances with respect to any
Non-Lead Securitization Notes will be reimbursed solely out of amounts allocated to such Non-Lead Securitization Notes pursuant
to this Agreement and will not be reimbursed out of amounts allocated to the Lead Securitization Notes or the other Non-Lead Securitization
Notes. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage
Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all
the Notes.


 


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


 








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pursuant to Section 3
shall be made as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the
date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable
to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective
Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Interest
Rate and any other amounts due to each Note B Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and
Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Interest Rate and
any other amounts due to each Note A Holder, as applicable). Any recoveries in connection with a workout of the Mortgage Loan will
be allocated first, to the Note A Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal
Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Interest Rate and any other
amounts due to each Note A Holder, as applicable), and then, to the Note B Holders, on a Pro Rata and Pari Passu Basis,
based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest
thereon at the Interest Rate and any other amounts due to each Note B Holder, as applicable).


 


Section 5.          Administration
of the Mortgage Loan.


 


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


 






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Upon the Mortgage Loan
becoming a Defaulted Mortgage Loan, each Non-Lead Securitization Note Holder hereby acknowledges the right and obligation of the
Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) to sell the Non-Lead
Securitization Notes together with the Lead Securitization Notes as notes evidencing one whole loan in accordance with the terms
of the Lead Securitization Servicing Agreement. In connection with any such sale, the Special Servicer shall be required to sell
each Non-Lead Securitization Note together with the Lead Securitization Notes in the manner set forth in the Lead Securitization
Servicing Agreement. Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Special Servicer acting on behalf
of the Lead Securitization Note Holder) shall not be permitted to sell the Mortgage Loan if it becomes a Defaulted Mortgage Loan
without the written consent of each Non-Controlling Note Holder (provided that such consent is not required if the Non-Controlling
Note Holder is a Mortgage Loan Borrower Related Party) unless the Special Servicer has delivered to each Non-Controlling Note Holder:
(a) at least 15 Business Days’ prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10
days prior to the permitted sale date, a copy of each bid package (together with any material amendments to such bid packages)
received by the Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date,
a copy of the most recent appraisal for the Mortgaged Properties, and any documents in the Loan File reasonably requested by such
Non-Controlling Note Holder that are material to the price of the Mortgage Loan; and (d) until the sale is completed, and a reasonable
period of time (but not less time than is afforded to other offerors) prior to the proposed sale date, all information and other
documents being provided to other offerors and all leases or other documents that are approved by the Servicer or the Special Servicer
in connection with the proposed sale; provided, that such Non-Controlling Note Holder may waive any of the delivery or timing
requirements set forth in this sentence. Subject to the terms of the Lead Securitization Servicing Agreement, each Non-Controlling
Note Holder shall be permitted to bid at any sale of the Mortgage Loan, unless such Person is the Mortgage Loan Borrower or an
agent or Affiliate of the Mortgage Loan Borrower.


 


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


 


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


 



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(b)           The
administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement. The servicing
of the Mortgage Loan shall be carried out by the Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan (or to
the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case pursuant to
the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance with the
Lead Securitization Servicing Agreement, the Lead Securitization Note Holder shall cause the Servicer and the Special Servicer
to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests of each
of the Note Holders as a collective whole (taking into account that the B Notes are junior to the A Notes). The Note Holders agree
to be bound by the terms of the Lead Securitization Servicing Agreement. All rights and obligations of the Lead Securitization
Note Holder described hereunder may be exercised by the Servicer, the Special Servicer, the Certificate Administrator and/or the
Trustee on behalf of the Lead Securitization Note Holder. The Lead Securitization Servicing Agreement shall not be amended in any
manner that may adversely affect any Non-Lead Securitization Note Holder in its capacity as Non-Lead Securitization Note Holder
without such Non-Lead Securitization Note Holder’s prior written consent. Each Non-Lead Securitization Note Holder (unless
it is the same Person as or an Affiliate of the Mortgage Loan Borrower) shall be a third-party beneficiary to the Lead Securitization
Servicing Agreement with respect to its rights as specifically provided for therein.


 


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


 


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


 



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


 


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


 


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


 


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


 


(a)            The Controlling Note
Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations
with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling Note Holder
shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling Note Holder
Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising its various rights
under Section 5 and


 



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elsewhere in this Agreement, the Controlling
Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling Note Holder
Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower),
including, without limitation, the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate
of the Controlling Note Holder or any other unrelated third party. No such Controlling Note Holder Representative shall owe any
fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted to be
taken by the Controlling Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting on
behalf of the Controlling Note Holder. No Servicer, Trustee or Certificate Administrator acting on behalf of the Lead Securitization
Note Holder shall be required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder
has notified each Servicer, Trustee and Certificate Administrator of such appointment and, if the Controlling Note Holder Representative
is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides each Servicer, Trustee
and Certificate Administrator with written confirmation of its acceptance of such appointment, an address and facsimile number
for the delivery of notices and other correspondence and a list of officers or employees of such Person with whom the parties to
this Agreement may deal (including their names, titles, work addresses and facsimile numbers). The Controlling Note Holder shall
promptly deliver such information to each Servicer, Trustee and Certificate Administrator. During a Controlling Class Control Period
or a Controlling Class Consultation Period (including any such deemed event), the Controlling Note Holder Representative shall
be the Lead Securitization Subordinate Class Representative.


 


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


 



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(c)           Each Non-Controlling
Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations
with respect to the Mortgage Loan (each, a “Non-Controlling Note Holder Representative”). All of the provisions
relating to Controlling Note Holder and the Controlling Note Holder Representative set forth in Section 6(a) (except those contained
in the last sentence thereof) and Section 6(b) shall apply to each Non-Controlling Note Holder and its Non-Controlling Note Holder
Representative mutatis mutandis.


 


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


 


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


 


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


 



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


 


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


 


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


 



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Section 8.          Payment
Procedure.


 


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


 


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


 


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


 


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


 


Section 9.          Limitation
on Liability of the Note Holders. Each Note Holder shall have no liability to any other Note Holder with respect to its
Note except with respect to


 



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losses actually suffered
due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder.


 


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


 


Section 10.       Bankruptcy.
Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right
to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such
petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage
Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with
respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of
the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not
the Non-Lead Securitization Note Holders, can make any election, give any consent, commence any action or file any motion, claim,
obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy
Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent,
and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for
the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holders
in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding,
including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election
under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate
the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization
Note Holder, each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder
all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for
the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with
any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.


 


Section 11.       Representations
of the Note Holders. Each Note Holder represents and warrants that the execution, delivery and performance of this Agreement
is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene such Note Holder’s
charter or any law or contractual restriction binding upon such


 



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Note Holder, and that
this Agreement is the legal, valid and binding obligation of such Note Holder enforceable against such Note Holder in accordance
with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect
to indemnification and contribution obligations may be limited by applicable law. Each Note Holder represents and warrants that
it is duly organized, validly existing, in good standing and in possession of all licenses and authorizations necessary to carry
on its business. Each Note Holder represents and warrants that (a) this Agreement has been duly executed and delivered by such
Note Holder, (b) to such Note Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or
with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by
such Note Holder have been obtained or made and (c) to such Note Holder’s actual knowledge, there is no pending action, suit
or proceeding, arbitration or governmental investigation against such Note Holder, an adverse outcome of which would materially
and adversely affect its performance under this Agreement.


 


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


 


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


 


Section 14.        Sale
of the Notes.


 


(a)            Each Note Holder
agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise
dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement, excluding
a repo financing or a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”) except to a Qualified
Institutional Lender. Promptly after the Transfer, the non-transferring Note Holders shall be provided with (x) a representation
from a transferee or the


 



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applicable Note Holder
certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and
the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance
with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If
a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional
Lender, it must first obtain (x) prior to a Securitization, the consent of each non-transferring Note Holder or (2) after a Securitization
of such non-transferring Note Holder’s Note, Rating Agency Confirmation. Notwithstanding the foregoing, without the non-transferring
Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s
Note is held in a Securitization Trust, without Rating Agency Confirmation, no Note Holder shall Transfer all or any portion of
its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and
any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Note
Holder agrees that it will pay the expenses of the non-transferring Note Holder (including all expenses of the Servicer, the Special
Servicer and the Trustee) and all expenses relating to the confirmation from the Rating Agencies in connection with any such Transfer.
Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of any other Note
Holder, the Rating Agencies or any other Person, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest
in its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes in accordance
with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance
with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or a Mortgaged Property, upon
the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest
in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships,
by the Lead Securitization Trust.


 


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


 


(b)           In the case of any Transfer
of a participation interest in any of the Notes, (i) the respective Note Holders’ obligations under this Agreement shall
remain unchanged, (ii) such Note Holders shall remain solely responsible for the performance of such obligations, and (iii) the
Lead Securitization Note Holder and any Persons acting on its behalf shall continue to deal solely and directly with such Note
Holder in connection with such Note Holder’s rights


 



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and obligations under
this Agreement and the Lead Securitization Servicing Agreement, and all amounts payable hereunder shall be determined as if such
Note Holder had not sold such participation interest.


 


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


 



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foreclosure), and its
successor and assigns, as the successor to the pledging Note Holder’s rights, remedies and obligations under this Agreement,
and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Note Holder
hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees
to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 14(c) shall remain effective
as to any Note Holder (and any Servicer) unless and until such Note Pledgee shall have notified any such Note Holder (and any Servicer,
as applicable) in writing that its interest in the pledged Note has terminated.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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hereunder, each Note
Holder hereby designates such Person as its agent under this Section 15 solely for purposes of maintaining the Note Register.


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


(b)           Each Non-Lead Securitization
Note Holder shall and hereby agrees to indemnify the Lead Securitization Note Holder against and hold the Lead Securitization Note
Holder harmless from and against any Taxes, interest, penalties and attorneys’ fees and disbursements arising or resulting
from any failure of the Lead Securitization Note Holder to withhold Taxes from payment made to such Non-Lead Securitization Note
Holder in reliance upon any representation, certificate, statement, document or instrument made or provided by such Non-Lead Securitization
Note Holder to the Lead Securitization Note Holder in connection with the obligation of the Lead Securitization Note Holder to
withhold Taxes from payments made to Non-Lead Securitization Note Holder, it being expressly understood and agreed that (i) the
Lead Securitization Note Holder shall be absolutely and unconditionally entitled to accept any such representation, certificate,
statement, document or instrument as being true and correct in all respects and to fully rely thereon without any obligation or
responsibility to investigate or to make any inquiries with respect to the accuracy, veracity, correctness or validity of the same
and (ii) such Non-Lead Securitization Note Holder, upon request of the Lead Securitization Note Holder and at its sole cost and
expense, shall defend any claim or action relating to the foregoing indemnification using counsel selected by the Lead Securitization
Note Holder.


 


(c)           Each Non-Lead Securitization
Note Holder represents to the Lead Securitization Note Holder (for the benefit of the Mortgage Loan Borrower) that it is not a
Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower is obligated under applicable
law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement. Contemporaneously
with the


 



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execution of this Agreement
and from time to time as necessary during the term of this Agreement, each Non-Lead Securitization Note Holder shall deliver to
the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization Note Holder substantiating
that such Note Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not obligated under applicable
law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement. Without limiting
the effect of the foregoing, (i) if a Non-Lead Securitization Note Holder is created or organized under the laws of the United
States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing
to the Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if a Non-Lead Securitization Note Holder is
not created or organized under the laws of the United States, any state thereof or the District of Columbia, and if the payment
of interest or other amounts by the Mortgage Loan Borrower is treated for United States income tax purposes as derived in whole
or part from sources within the United States, such Note Holder shall satisfy the requirements of the preceding sentence by furnishing
to the Lead Securitization Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form
W-8BEN, or successor forms, as may be required from time to time, duly executed by such Note Holder, as evidence of such Note Holder’s
exemption from the withholding of United States tax with respect thereto. The Lead Securitization Note Holder shall not be obligated
to make any payment hereunder with respect to a Non-Lead Securitization Note or otherwise until the related Non-Lead Securitization
Note Holder shall have furnished to the Lead Securitization Note Holder requested forms, certificates, statements or documents.


 


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


 


Section 26.        Cooperation
in Securitization.


 


(a)            Each Note Holder
acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection with
a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization Note Holder, each
Non-Lead Securitization Note Holder shall use reasonable efforts, at the Lead Securitization Note Holder’s expense, to satisfy,
and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market
standards to which the Lead Securitization Note Holder customarily adheres or which may be reasonably required in the marketplace
or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any
modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in attempting
to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably
requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with
the Lead Securitization or otherwise at any time prior to the Lead Securitization, none of the Non-Lead Securitization Note Holders
shall be required to modify or amend this Agreement or


 



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any Mortgage Loan Documents
(or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the
interest allocable to, or the amount of any payments due to or priority of such payments to, a Non-Lead Securitization Note Holder
or (ii) materially increase a Non-Lead Securitization Note Holders’ obligations or materially decrease any Non-Lead Securitization
Note Holders’ rights, remedies or protections. In connection with the Lead Securitization, each Non-Lead Securitization Note
Holder agrees to provide for inclusion in any disclosure document relating to the Lead Securitization such information concerning
such Non-Lead Securitization Note Holder and the related Non-Lead Securitization Note as the Lead Securitization Note Holder reasonably
determines to be necessary or appropriate, and each Non-Lead Securitization Note Holder covenants and agrees that it shall, at
the Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and Lead Securitization
Note Holder in connection with the Lead Securitization (including, without limitation, reasonably cooperating with the Lead Securitization
Noteholder (without any obligation to make additional representations and warranties) to enable the Lead Securitization Noteholder
to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection
with the Mortgage Loan and the Lead Securitization), as well as in connection with all other matters and the preparation of any
offering documents thereof and to review and respond reasonably promptly with respect to any information relating to a Non-Lead
Securitization Note Holder and the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization
Note Holder acknowledges that the information provided by it to the Lead Securitization Note Holder may be incorporated into the
offering documents for the Lead Securitization. The Lead Securitization Note Holder and each Rating Agency shall be entitled to
rely on the information supplied by, or on behalf of, each Non-Lead Securitization Note Holder. The Lead Securitization Note Holder
will reasonably cooperate with each Non-Lead Securitization Note Holder by providing all information reasonably requested that
is in the Lead Securitization Note Holder’s possession in connection with each Non-Lead Securitization Note Holders’
preparation of disclosure materials in connection with a Securitization.


 


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


 


Section 27.        Notices.
All notices required hereunder shall be given by (i) telephone (confirmed promptly in writing) or shall be in writing and personally
delivered, (ii) sent by facsimile transmission (during business hours) if the sender on the same day sends a confirming copy of
such notice by reputable overnight delivery service (charges prepaid), (iii) reputable overnight delivery service (charges prepaid)
or (iv) certified United States mail, postage prepaid return receipt requested, and addressed to the respective parties at their
addresses set forth on Exhibit B hereto, or at such other address as any party shall hereafter inform the other party by written
notice given as aforesaid. All written notices so given shall be deemed effective upon receipt.


 


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


 



    	39



    	 



    

 


Section 29.        Certain
Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 30.        Termination
and Resignation of Agent.


 


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


 


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


 



    	40



    	 



    

 


Servicer under the Lead
Securitization Servicing Agreement, shall be deemed a termination or resignation of such Servicer as Agent under this Agreement.


 


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


 


[SIGNATURE PAGE FOLLOWS]


 



    	41



    	 



    

 


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


 


	 	COLUMN FINANCIAL, INC., as Initial Note A-1 Holder
	 	
	 	 By:	/s/ N. Dante La Rocca
	 	 	Name: N. Dante La Rocca
	 	 	Title: Authorized Signatory


 


(Co-Lender
Agreement – Project Western (Pool A)


 



    	 



    	 



    

 





	 	 MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, as Initial
    Note A-2 Holder
	 	
	 	 By:	/s/ Jane Lam
	 	 	Name: Jane Lam
	 	 	Title: Vice President


 


(Co-Lender
Agreement – Project Western (Pool A)


 



    	 



    	 



    





 


	 	COLUMN FINANCIAL, INC., as Initial Note A-3 Holder
	 	
	 	 By:	/s/ N. Dante La Rocca
	 	 	Name: N. Dante La Rocca
	 	 	Title: Authorized Signatory


 


(Co-Lender
Agreement – Project Western (Pool A)




 



    	 



    	 



    







 


	 	 MORGAN STANLEY BANK, N.A., as Initial
    Note A-4 Holder
	 	
	 	 By:	/s/ Kristin Sansone
	 	 	Name: Kristin Sansone
	 	 	Title: Authorized Signatory


 


(Co-Lender
Agreement – Project Western (Pool A)


 



    	 



    	 



    





 


	 	COLUMN FINANCIAL, INC., as Initial Note B-1 Holder
	 	
	 	 By:	/s/ N. Dante La Rocca
	 	 	Name: N. Dante La Rocca
	 	 	Title: Authorized Signatory


 


(Co-Lender
Agreement – Project Western (Pool A)




 



    	 



    	 



    








 


	 	 MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, as Initial
    Note B-2 Holder
	 	
	 	 By:	/s/ Jane Lam
	 	 	Name: Jane Lam
	 	 	Title: Vice President


 


(Co-Lender
Agreement – Project Western (Pool A)


 



    	 



    	 



    

 


EXHIBIT A


 


MORTGAGE LOAN SCHEDULE 


 


Description of
Mortgage Loan


 





	Mortgage Loan Borrowers:	Western A West CA, LLC
	 	Western A South CO, LLC
	 	Western Washington (DC) Corporate Center, LLC
	 	Western A Midwest IL, LLC
	 	Western A Midwest IN, LLC
	 	Western I-95 DC, LLC
	 	Western Baltimore – Brandon Woods I, LLC
	 	Western Hagerstown Distribution Center, LLC
	 	Western Upper Marlboro Distribution Center, LLC
	 	Western Hagerstown – Industrial Lane DC, LLC
	 	Western Crossroads DC, LLC
	 	Western BWI Commerce Center, LLC
	 	Western Hollins End Industrial Park, LLC
	 	Western BWI Commerce Center II, LLC
	 	Western Brandon Woods DC II, LLC
	 	Western Columbia Park IC, LLC
	 	Western Baltimore IC, LLC
	 	Western Landover DC, LLC
	 	Western Capital Beltway CC, LLC
	 	Western Franklin Square IC I, LLC
	 	Western Franklin Square IC II, LLC
	 	Western Somerset IC II, LLC
	 	Western Somerset Industrial Center, LLC
	 	Western Center Square DC, LLC
	 	Western Pureland DC I, LLC
	 	Western Pureland DC II, LLC
	 	Western Englewood DC, LLC
	 	Western Clifton DC, LLC
	 	Western Waterfront DC, LLC
	 	Western A Midwest TN, LLC
	 	Western A South TX, LLC
	 	Western A East VA, LLC
	 	Western A East VA II, LLC
	Date of Mortgage Loan:	November 4, 2015
	Date of Notes:	November 4, 2015
	Original Principal Amount of Mortgage Loan:	$966,500,000.00
	Principal Amount of Mortgage Loan as of the date hereof:	$966,500,000.00
	Initial Note A-1 Principal Balance:	$276,250,000.00
	Initial Note A-2 Principal Balance:	$148,750,000.00
	Initial Note A-3 Principal Balance:	$130,000,000.00
	Initial Note A-3 Principal Balance:	$70,000,000.00
	Initial Note B-1 Principal Balance:	$221,975,000.00
	Initial Note B-2 Principal Balance:	$119,525,000.00
	Location of Mortgaged Properties:	California, Maryland, Illinois, Texas, Indiana, Tennessee, New Jersey, Colorado, Virginia and the District of Columbia




 



    	A-1



    	 



    

 


	Initial Maturity Date:	April 2025







 



    	A-2



    	 



    

 


EXHIBIT B


 


1.    Initial Note
A-1 Holder:


 


(Prior to Securitization
of Note A-1):


 



    	B-1



    	 



    

 


Column Financial, Inc.


 


Notice Address:


Column Financial, Inc.


11 Madison Avenue, 4th Floor


New York, New York 10010


Attention: N. Dante La Rocca


Facsimile number: (646) 935-8520


 


with a copy to:


 


Column Financial, Inc.


1 Madison Avenue, 9th Floor


New York, New York 10010


Attention: Sarah Nelson


 


2.    Initial Note A-2 Holder:


 


(Prior to Securitization of Note A-2):


 


Morgan Stanley Mortgage Capital Holdings
LLC


 


Notice Address:


Morgan Stanley Mortgage Capital Holdings
LLC


1585 Broadway, 25th Floor


New York, New York 10036


Attention: Stephen Holmes


 


3.    Initial Note
A-3 Holder:


 


(Prior to Securitization of Note A-3):


 


Column Financial, Inc.


 


Notice Address:


Column Financial, Inc.


11 Madison Avenue, 4th Floor


New York, New York 10010


Attention: N. Dante La Rocca


Facsimile number: (646) 935-8520


 


with a copy to:


 


Column Financial, Inc.


1 Madison Avenue, 9th Floor


New York, New York 10010


Attention: Sarah Nelson


 



    	B-2



    	 



    

 


4.    Initial Note A-4 Holder:


 


(Prior to Securitization of Note A-4):


 


Morgan Stanley Bank, N.A.


 


Notice Address:


Morgan Stanley Bank, N.A.


1585 Broadway,
25th Floor


New York, New York 10036


Attention: Stephen Holmes


 


5.    Initial Note B-1 Holder:


 


(Prior to Securitization of Note B-1):


 


Column Financial, Inc.


 


Notice
Address:


Column Financial, Inc.


11 Madison Avenue, 4th Floor


New York,
New York 10010


Attention: N. Dante La Rocca


Facsimile number: (646) 935-8520


 


with a copy to:


 


Column Financial, Inc.


1 Madison Avenue, 9th Floor


New York, New
York 10010


Attention: Sarah Nelson


 


4.    Initial Note B-2 Holder:


 


(Prior to Securitization of Note B-2):


 


Morgan Stanley Mortgage Capital Holdings
LLC


 


Notice Address:


Morgan Stanley Mortgage Capital Holdings
LLC


1585 Broadway, 25th Floor


New York, New York 10036


Attention: Stephen Holmes


 



    	B-3



    	 



    




 


(Following Securitization of Note A-1):


 


(i)    Depositor:


 





Credit Suisse First
Boston Mortgage Securities Corp.


11 Madison Avenue,
4th Floor


New York, New York
10010


Attention: N. Dante
La Rocca


Facsimile number:
(646) 935-8520


E-mail: dante.larocca@credit-suisse.com


 


with a copy to:


 


1 Madison Avenue,
9th Floor


New York, New York
10010


Attention: Sarah Nelson


 


(ii)   Servicer:


 


KeyBank
National Association


11501 Outlook Street, Suite 300


Overland Park, Kansas 66211


Attention: Diane Haislip


Facsimile: 877-379-1625


Email: diane_c_haislip@keybank.com


 


with
copies to:


 


Polsinelli
PC


900 West 48th
Place, Suite 900


Kansas City, Missouri 64112


Attention: Kraig Kohring


Facsimile number: (816) 753-1536


 


(iii)  Special Servicer:


 


AEGON
USA Realty Advisors, LLC,


4333 Edgewood Road NE,


Cedar
Rapids, IA 52499


Attention: Executive
Vice President, Special Servicing


Fax number: (319) 355-8030


 


(iv) Trustee:


 


Wells
Fargo Bank, National Association


9062 Old Annapolis Road


 



    	B-4



    	 



    




 


Columbia,
Maryland 21045 1951


Attention: Corporate Trust Services (CMBS)


CSMC
2015-GLPA


Fax
Number: (410) 715-2380


E
Mail: cts.cmbs.bond.admin@wellsfargo.com, and to


trustadministrationgroup@wellsfargo.com


 


(v)  Certificate Administrator:


 


Wells
Fargo Bank, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045 1951


Attention: Corporate Trust Services (CMBS)


CSMC
2015-GLPA


Fax
Number: (410) 715-2380


E
Mail: cts.cmbs.bond.admin@wellsfargo.com, and to


trustadministrationgroup@wellsfargo.com


 



    	B-5



    	 



    

 


EXHIBIT C


 


PERMITTED FUND MANAGERS


 


	1. 	Apollo Global Real Estate 
	2. 	Archon Capital, L.P. 
	3. 	AREA Property Partners 
	4. 	BlackRock, Inc. 
	5. 	The Blackstone Group International Ltd. 
	6. 	Clarion Partners 
	7. 	Colony Capital, Inc. 
	8. 	DLJ Real Estate Capital Partners 
	9. 	Eightfold Real Estate Capital, L.P. 
	10. 	Fortress Investment Group LLC 
	11. 	Garrison Investment Group 
	12. 	Goldman, Sachs & Co. 
	13. 	iStar Financial Inc. 
	14. 	J.E. Roberts Companies 
	15. 	Lend-Lease Real Estate Investments 
	16. 	LoanCore Capital 
	17. 	Lonestar Funds 
	18. 	Praedium Group 
	19. 	Raith Capital Partners, LLC 
	20. 	Rialto Capital Management, LLC 
	21. 	Rockpoint Group 
	22. 	Starwood Capital/Starwood Financial Trust 
	23. 	Torchlight Investors 
	24. 	Walton Street Capital, LLC 
	25. 	Westbrook Partners 
	26. 	WestRiver Capital 
	27. 	Whitehall Street Real Estate Fund, L.P. 


 



    	C-1