Exhibit
                         4.9


 


 



 


CO-LENDER AGREEMENT


Dated as of December 6, 2018


by and between


Column
Financial, Inc.

(Initial Note A-1 Holder),


Column
Financial, Inc.

(Initial Note A-2 Holder),


and


Column
Financial, Inc.

(Initial Note B Holder)

                                                                                                                  


Commercial Mortgage Loan in the Principal
Amount of $364,320,000

Secured by a Portfolio of Ten Retail Properties


 


 



 






    	 	 	Co-Lender Agreement
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 THIS CO-LENDER
AGREEMENT (this “Agreement”) is dated as of December 6, 2018, between Column
Financial, Inc. (“COLUMN”, in its capacity as initial owner of Note A-1, the “Initial Note A-1
Holder”), Column (in its capacity as initial owner of Note A-2, the “Initial
Note A-2 Holder”) and Column (in its capacity as initial owner of Note
B, the “Initial Note B Holder” and, together with the Initial Note A-1 Holder and the Initial Note A-2
Holder, the “Initial Note Holders”).


W I T N E S S E T H:


WHEREAS, pursuant
to the Mortgage Loan Agreement (as defined herein), Column originated a certain loan (the “Mortgage Loan”) described
on the schedule attached as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrowers described
on the Mortgage Loan Schedule (individually or collectively as the context may require, together with their successors and permitted
assigns, the “Mortgage Loan Borrower”), in the original aggregate principal amount of $364,320,000, which is
evidenced, inter alia, by the following three promissory notes, each dated as of November 29, 2018:


(a)  that
certain Promissory Note A-1 evidencing a senior interest in the Mortgage Loan in the original principal amount of $170,000,000
(as such may be extended, renewed, replaced, restated or modified from time to time, “Note A-1”),


(b)  that
certain Promissory Note A-2 evidencing a senior interest in the Mortgage Loan in the original principal amount of $50,000,000 (as
such may be extended, renewed, replaced, restated or modified from time to time, “Note A-2”), and


(c)  that
certain Promissory Note B evidencing a junior interest in the Mortgage Loan in the original principal amount of $144,320,000 (as
such may be extended, renewed, replaced, restated or modified from time to time, “Note B” and, together with
Note A-1 and Note A-2, the “Notes”);


WHEREAS, payment of
the Notes is secured by, among other things, a Mortgage (as defined in the Mortgage Loan Agreement), dated as of December 6, 2018
(as amended, supplemented or modified, the “Mortgage”), encumbering the Mortgage Loan Borrower’s fee simple
interests in ten retail properties located across nine states (together with all improvements and fixtures thereon, each a “Mortgaged
Property” and collectively, the “Mortgaged Properties”);


WHEREAS, with respect
to the Mortgage Loan:


(a)     Column
intends to transfer Note A-1 and Note B to Credit Suisse Commercial Mortgage Securities Corp. (the “Depositor”)
pursuant to a trust loan purchase agreement between Column and the Depositor, and the Depositor intends to transfer Note A-1 and
Note B to U.S. Bank National Association, as trustee (in such capacity, together with its permitted successors and assigns, the
“Trustee”) for a securitization (the “Lead Securitization”) involving the issuance of the
CSMC Trust 2018-SITE, Commercial Mortgage Pass-Through Certificates pursuant to a trust and servicing agreement, dated as of December
6, 2018 (the “Lead Securitization Servicing Agreement”), between the Depositor, Wells Fargo Bank, National Association,
as servicer (together with its permitted successors and assigns, the “Master Servicer”), Midland Loan Services,
a Division of PNC




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Bank, National Association, as special servicer (together with its permitted successors and assigns, the “Special Servicer”),
Park Bridge Lender Services LLC, as operating advisor (together with its permitted successors and assigns, the “Operating
Advisor”), the Trustee, U.S. Bank National Association, as certificate administrator (in such capacity, together with
its permitted successors and assigns, the “Certificate Administrator”), and U.S. Bank National Association,
as custodian and, upon such transfer, the Trustee will become the holder of Note A-1 and Note B;


(b)     the
Initial Note A-2 Holder (or a successor Note A-2 Holder) may contribute Note A-2, whether in its current form or as multiple replacement
promissory notes, into one or more securitization transactions.


WHEREAS, each Initial
Note Holder desires to memorialize the terms under which they, and their successors and assigns, will hold the Notes.


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


1.     Definitions;
Conflicts. References to a “Section” or the “recitals” are, unless otherwise specified, to a Section or
the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the
Mortgage Loan Agreement or the Lead Securitization Servicing Agreement. Except as set forth in Section 4 of this Agreement,
to the extent of any inconsistency between terms defined in this Agreement and the Servicing Agreement, the Servicing Agreement
shall control. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below unless the
context clearly requires otherwise.


“Acceptable
Insurance Default” shall mean (a) prior to the Lead Securitization Date, any Default arising when the Mortgage Loan Documents
require that the Mortgage Loan Borrower maintain all risk casualty insurance or other insurance that covers damages or losses arising
from acts of terrorism and the Special Servicer has determined, in its reasonable judgment in accordance with the Accepted Servicing
Practices, that (i) such insurance is not available at commercially reasonable rates and the subject hazards are not commonly insured
against by prudent owners of similar real properties located in or near the geographic regions in which the Mortgaged Properties
are located (but only by reference to such insurance that has been obtained by such owners at current market rates) or (ii) such
insurance is not available at any rate. In making this determination, the Special Servicer, to the extent consistent with the Accepted
Servicing Practices, may rely on the opinion of an insurance consultant and (b) from and after the Lead Securitization Date, the
meaning assigned to such term or any analogous term in the Servicing Agreement if so assigned, and otherwise, the foregoing clause
(a) shall apply.


“Accepted
Servicing Practices” shall mean:


(i)  prior
to the Lead Securitization Date, the obligation of the Servicer to service and administer the Mortgage Loan in accordance with
this Agreement, the Notes and the Loan Documents solely in the best interests and for the benefit of the Holders (as a




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collective whole),
exercising the higher of (x) the same manner in which, and with the same care, skill, prudence and diligence with which the Servicer
services and administers similar mortgage loans for other third party portfolios, and manages and administers REO Property for
other third party portfolios giving due consideration to customary and usual standards of practice of prudent institutional commercial
lenders servicing their own loans and managing REO Properties for their own account and (y) the same care, skill, prudence and
diligence which the Servicer utilizes for loans which the Servicer owns for its own account, in each case, acting in accordance
with applicable law, the terms of this Agreement and the Mortgage Loan Documents and with a view to the maximization of timely
recovery of principal and interest on a net present value basis on the Mortgage Loan, but without regard to:


(A)     any
relationship that the Servicer or any Affiliate of the Servicer may have with the Mortgage Loan Borrower or any Affiliates of the
Mortgage Loan Borrower;


(B)     the
ownership of any interest in the Mortgage Loan or any certificate issued or to be issued in connection with a Securitization by
the Servicer or any Affiliate of the Servicer;


(C)     the
ownership of any junior indebtedness with respect to a Mortgaged Property by the Servicer or any Affiliate of the Servicer;


(D)     the
Servicer’s obligation to make Advances as specified herein or otherwise incur servicing expenses with respect to the Mortgage
Loan;


(E)     the
Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction;


(F)     the
ownership, or servicing or management for others, by the Servicer or any sub-servicer, of any other mortgage loans or properties;
or


(G)     the
right of the Servicer or any sub-servicer to receive reimbursement of costs; and 


(ii)  from
and after the Lead Securitization Date, the meaning assigned to the term “Accepted Servicing Practices” or “Servicing
Standard” or any analogous term in the Servicing Agreement.


“Action
Notice” shall have the meaning assigned to such term in Section 21(c).


“Additional
Servicing Compensation” shall mean any servicing compensation other than Servicing Fees, Special Servicing Fees, Workout
Fees or Liquidation Fees that any Servicer is entitled to retain under the Servicing Agreement.


“Administrative
Advance” shall have, from and after the Lead Securitization Date, the meaning assigned to such term or any analogous
term in the Servicing Agreement.




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“Advance”
shall mean a Property Advance, Administrative Advance or a P&I Advance, as the context requires.


“Advance
Interest Amount” shall mean the amount of interest accrued and unpaid on any Property Advance pursuant to the terms of
the Servicing Agreement.


“Advance
Rate” shall have the meaning ascribed to such term in the Lead Securitization Servicing Agreement.


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


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


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


“Applicable
Interest Rate” shall mean the Note A Interest Rate or the Note B Interest Rate, as the context requires.


“Appraisal”
or “Appraisals” shall mean the appraisals with respect to the Mortgaged Properties conducted in accordance with
the standards of the Appraisal Institute by an Appraiser and certified by such Appraiser as having been prepared in accordance
with the requirements of the Standards of Professional Practice of the Appraisal Institute, the Uniform Standards of Professional
Appraisal Practice of the Appraisal Foundation and FIRREA.


“Appraisal
Reduction Amount” shall mean:


(i)  prior
to the Lead Securitization Date, for any Remittance Date as to which an Appraisal Reduction Event has occurred, an amount equal
to the excess, if any, of (a) the sum of (1) the Mortgage Loan Principal Balance as of the immediately preceding Monthly Payment
Date, (2) to the extent not previously advanced by the Servicer or any other Holder as an Advance under Section 9 ,
all accrued and unpaid interest on the Mortgage Loan at a per annum rate equal to the Applicable Interest Rate on each of
the Notes, (3) all unreimbursed Advances, with interest thereon at the Advance Rate in respect of the Mortgage Loan, and (4) all
currently due and unpaid real estate taxes, ground rents and assessments and insurance premiums (less any amounts held in escrow
for such items) and all other amounts (not including any default interest, Penalty Charges, Prepayment Premiums, liquidated damage
amounts or other similar fees or charges) currently due and




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unpaid with
respect to the Mortgage Loan (which taxes, premiums and other amounts have not been the subject of an Advance by the Servicer),
over (b) an amount equal to ninety percent (90%) of the appraised value of the Mortgaged Properties as determined by
the most recent Updated Appraisals obtained by the Servicer (the cost of which shall be advanced by such Servicer as an Advance),
minus the dollar amount of any liens on the Mortgaged Properties that are prior to the lien of the Mortgage (other than
the liens for any items set forth in the immediately preceding clause (a)(4) which have been insured or bonded over
by Qualified Insurers, plus (without duplication of any amounts held in escrow deducted in clause (a)(4) above) the
aggregate of all reserves, letters of credit and escrows held in connection with the Mortgage Loan to the extent that such reserves,
letters of credit and escrows are permitted to be used by the Servicer in reduction of the Mortgage Loan); and


(ii)  from
and after the Lead Securitization Date, the meaning assigned to such term or any analogous term in the Servicing Agreement.


“Appraisal
Reduction Event” shall mean:


(i)  prior
to the Lead Securitization Date, the earliest to occur of any of the following: (a) 60 days after an uncured payment delinquency
(other than a delinquency in respect of the Balloon Payment) occurs in respect of the Mortgage Loan, (b) 90 days after
an uncured delinquency occurs in respect of the Balloon Payment for the Mortgage Loan unless a refinancing is anticipated within
120 days after the Maturity Date of the Mortgage Loan (as evidenced by a written and binding refinancing commitment from an
acceptable lender and reasonably satisfactory in form and substance to the Servicer, and the Controlling Holder, which provides
that such refinancing will occur within 120 days after the Maturity Date), in which case 120 days after such uncured
delinquency, (c) 60 days after a reduction in the Monthly Debt Service Payment Amount or a material adverse economic
change with respect to the terms of the Mortgage Loan has become effective, (d) 60 days after an extension of the Maturity
Date of the Mortgage Loan (except for an extension within the time periods described in clause (b) above), (e) 60
days after a receiver has been appointed in respect of any of the Mortgaged Properties securing the Mortgage Loan on behalf of
the Lender or any other creditor, (f) immediately after the Mortgage Loan Borrower declares, or becomes the subject of, bankruptcy,
insolvency or similar proceeding, admits in writing the inability to pay its debts as they come due or makes an assignment for
the benefit of creditors unless such action is dismissed within 45 days, or (g) immediately after any Collateral securing
the Mortgage Loan becomes an REO Property; and


(ii)  from
and after the Lead Securitization Date, the meaning assigned to such term or any analogous term in the Servicing Agreement.


“Appraiser”
shall mean, with respect to each Mortgaged Property, an independent appraiser that is a member in good standing of the Appraisal
Institute and that is certified or licensed in the state where such Mortgaged Property is located, and who has a minimum of five
(5)




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years’ experience
in the appraisal of comparable properties in the geographic area in which such Mortgaged Property is located.


“Approved
Bank” shall mean a domestic financial institution which (A) prior to a Securitization, has long term unsecured debt obligations
of which are rated not less than “AA” by S&P, “A” by Fitch and “Aa2” by Moody’s or
the short-term obligations of which are rated at least “A-1+” by S&P, “F-1” by Fitch and “P-1”
by Moody’s and (B) after a Securitization, has long term long unsecured debt obligations and/or short term obligations which
meet the applicable rating requirements of the Rating Agencies.


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


“Balloon
Payment” shall mean, with respect to the Mortgage Loan, the payment of principal due on its stated maturity date.


“Bankruptcy
Code” shall mean the United States Bankruptcy Code (11 U.S.C. Sec. 101 et seq.), or any similar statute, law,
rules, regulations or similar legal requirements of any other applicable jurisdiction, in each case, as amended from time to time
or any successor statute or rule promulgated thereto.


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


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


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


“CLO Asset
Manager” shall mean, with respect to any Securitization Vehicle which is a CLO, the entity which is responsible for managing
or administering the applicable Note or an interest therein 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).


“Closing
Date” shall mean December 19, 2018.


“Code”
shall have the meaning assigned to such term in Section 4(h).


“Collateral”
shall mean the Mortgaged Properties, the revenues from the Mortgaged Properties, and all other tangible and intangible property
in respect of which the lender is granted a lien under the Mortgage Loan Documents, and all proceeds of the foregoing.


“Collection
Account” shall mean with respect to the Mortgage Loan, an account in which amounts received in respect of the Mortgage
Loan are segregated (by ledger entries or otherwise) and held for the benefit of the Holders.




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


“Common Control
Party” shall have the meaning given to such term in the definition of “Affiliate.”


“Control
Appraisal Event” shall be deemed to have occurred with respect to Note B, if and so long as (a) (1) the Initial
Note B Principal Balance, minus (2) the sum of (x) any payments of principal (whether as Prepayments or otherwise) allocated
to, and received on, Note B, (y) any Appraisal Reduction Amounts allocated to Note B in accordance with the terms of
this Agreement, and (z) any Realized Losses with respect to the Mortgage Loan to the extent allocated to Note B, is less than
(b) twenty-five percent (25%) of the Initial Note B Principal Balance.


“Controlling
Class Representative” shall have the meaning given such term in the Lead Securitization Servicing Agreement.


“Controlling
Holder” shall mean, as of any date of determination:


(i)     prior
to the Lead Securitization Date,


(x)     the
Note B Holder, unless (x) a Control Appraisal Event has occurred and is continuing with respect to Note B, or
(y) Note B is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or


(y)     the
Lead Note Holder, if a Control Appraisal Event has occurred and is continuing with respect to Note B, or if Note B is held
by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party; provided that:


(1)     if
a Control Appraisal Event occurs, then for the purposes of determining whether the Control Appraisal Event is continuing, the outstanding
Principal Balance of Note B shall be adjusted (up or down, as applicable) to reflect the then-current Appraisal Reduction Amount,
if any, indicated by any subsequently obtained Appraisal(s);


(2)     in
the event that the Note held by the Controlling Holder pursuant to this definition is held by more than one Person, (1) the Holder(s)
of at least a 51% interest therein may act as the Controlling Holder hereunder and (2) any ownership interest held by the Mortgage
Loan Borrower or a Mortgage Loan Borrower Related Party shall be deemed to equal zero for the purposes of determining which owners
can exercise the rights of the Controlling Holder hereunder;




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(3)     the
Controlling Holder shall be entitled to appoint any Person to act on its behalf in exercising the rights of the Controlling Holder
hereunder and under the Servicing Agreement provided that such appointment is communicated
in writing to the Lead Note Holder and any Servicer acting on its behalf. Such designation shall remain in effect until it is revoked
by the Controlling Holder by a writing delivered to the parties hereto; and


(ii) from and
after the Lead Securitization Date, the “Directing Holder” designated under the terms of the Lead Securitization Servicing
Agreement.


“Corrected
Mortgage Loan” shall mean:


(i) prior
to the Lead Securitization Date, the meaning assigned in the definition herein of “Specially Serviced Mortgage Loan”
and


(ii) from
and after the Lead Securitization Date, the meaning assigned to such term or any analogous term in the Lead Securitization Servicing
Agreement.


“Costs”
shall mean all out-of-pocket costs, fees, expenses, Advances, interest, payments, losses, liabilities, judgments and/or causes
of action reasonably suffered or incurred or reasonably paid by a Holder (or any Servicer or other party (including a securitization
trustee) acting on behalf of such Holder) pursuant to or in connection with the enforcement and administration of the Mortgage
Loan, the Mortgage Loan Documents (not including any Servicing Fees, Special Servicing Fees, Workout Fees, Liquidation Fees or
Additional Servicing Compensation), the Mortgaged Properties, this Agreement, including, without limitation, attorneys’ fees
and disbursements, taxes, assessments, insurance premiums and other protective advances, except for those resulting from the gross
negligence or willful misconduct of such Holder (or any Servicer or other party (including a securitization trustee) acting on
behalf of such Holder)); provided, however, that none of the following shall be included or deemed to be “Costs”:
(i) the costs and expenses relating to the origination or securitization of any Note, including the payment of any securitization
trustee fee, (ii) the day-to-day customary and usual, ordinary costs of servicing and administering the Mortgage Loan, (iii)
insofar as any Note is an asset of a Securitization Trust and as such to the extent the following amounts are allocable to such
Note under the terms of the related Securitization documents: (a) any fees, costs or expenses related to the reporting and compliance
with the REMIC Provisions or any provisions of the Code relating to the creation or administration of a grantor trust relating
to a Securitization Trust, including the determination related to the amount, payment or avoidance of any REMIC or grantor trust
tax on a Securitization Trust or its assets or transactions, (b) any fees, costs or expenses incurred in connection with any audit
or any review of the related Securitization Trust or its assets or transactions by the Internal Revenue Service or other governmental
authority, (c) any REMIC or grantor trust taxes imposed on the related Securitization Trust or its assets or transactions,
or (d) any advance made by a party to related Securitization in respect of a delinquent payment of the Monthly Debt Service Payment
Amount on such Note or any interest accrued on such advance.


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




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“Default”
shall mean a “Default” as defined in the Mortgage Loan Agreement.


“Defaulted
Mortgage Loan Purchase Price” shall mean the sum of the following, without duplication, the sum of (i) the Note A Principal
Balance and the Note B Principal Balance (each as of the date of purchase), (ii) accrued and unpaid interest on the Note A Principal
Balance at the Note A Interest Rate and the Note B Principal Balance at the Note B Interest Rate, up to (but excluding) the date
of purchase and if such date of purchase is not a Monthly Payment Date, up to (but excluding) the Monthly Payment Date next succeeding
the date of purchase, provided that payment is made in good funds by 3:00 p.m. New York local time, (iii) any Property Advances
and Administrative Advances that have not been reimbursed from collections on the Mortgage Loan and the related Advance Interest
Amount, (iv) any interest accrued on any P&I Advance made on any A Note or B Note by a party to the Lead Securitization Servicing
Agreement or a Non-Lead Servicing Agreement at the rate specified in the related servicing agreement; (v) any accrued and unpaid
Servicing Fees, Special Servicing Fees, Workout Fees, Liquidation Fees and Additional Servicing Compensation, and (vi) any unreimbursed
Costs incurred by any Note A Holder or B Note Holder or any party acting on such Holder’s behalf (which are not included
in the preceding clauses of this paragraph).


Subject
to the terms of Section 20(h) of this Agreement, the Defaulted Mortgage Loan Purchase
Price, in the context of the initial offer for sale of REO Property or a Specially Serviced Mortgage Loan (to a party other than
the Note B Holder) pursuant to the terms of Section 20(g) of this Agreement, shall,
in addition to the amounts specified in the preceding paragraph, include the sum of (i) the Note B Principal Balance (as of the
date of purchase), (ii) the accrued and unpaid interest on the Note B Principal Balance at the Note B Interest Rate, up to (but
excluding) the date of purchase and if such date of purchase is not a Monthly Payment Date, up to (but excluding) the Monthly Payment
Date next succeeding the date of purchase, provided that payment is made in good
funds by 3:00 p.m. New York local time, (iii) any unreimbursed Property Advances made by the Note B Holder and the related
Advance Interest Amount, and (iv) any unreimbursed Costs incurred by the Note B Holder or any
party acting on its behalf (which are not included in the preceding paragraph or the preceding clauses in this paragraph).


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


“Directing
Holder” shall have the meaning set forth in Section 21(a).


“Eligibility
Requirements” shall mean, with respect to any Person, that such Person has at least $200,000,000 in capital/statutory
surplus or shareholders’ equity (except with respect to a pension advisory firm or similar fiduciary) and at least $600,000,000
in total assets (in name or under management), and is regularly engaged in the business of making or owning commercial real estate
loans (or interests therein), mezzanine loans (or interests therein) or commercial loans (or interests therein) similar to the
Mortgage Loan.


“Environmental
Law” shall mean any present or future federal, state or local law, statute, regulation or ordinance, any judicial or
administrative order or judgment thereunder, pertaining to health, industrial hygiene, hazardous substances or the environment,
including, but not limited to, each of the following, as enacted as of the date hereof or as hereafter amended: the




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Comprehensive Environmental
Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq.; the Resource Conservation and Recovery
Act of 1976, 42 U.S.C. §§ 6901 et seq.; the Toxic Substance Control Act, 15 U.S.C. §§ 2601 et seq.;
the Water Pollution Control Act (also known as the Clean Water Act, 22 U.S.C. §§ 1251 et seq.), the Clean Air
Act, 42 U.S.C. §§ 7401 et seq. and the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801 et
seq.


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


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


“Holders”
shall mean, collectively, the Note A Holders and the Note B Holder, or, after any such Note has been securitized, any servicer
or trustee acting on its behalf.


“Initial
Holder” shall have the meaning assigned to such term in Section 40(b).


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


“Initial
Note A-1 Holder” shall mean Column.


“Initial
Note A-1 Principal Balance” shall have the meaning assigned to such term in the Mortgage Loan Schedule.


“Initial
Note A-2 Holder” shall mean Column.


“Initial
Note A-2 Principal Balance” shall have the meaning assigned to such term in the Mortgage Loan Schedule.


“Initial
Note B Holder” shall mean Column.


“Initial
Note B Principal Balance” shall have the meaning assigned to such term in the Mortgage Loan Schedule.


“Insurance
and Condemnation Proceeds” shall have the meaning assigned to such term or any one or more analogous terms in the Lead
Securitization Servicing Agreement.


“Interim
Servicer” shall mean the master servicer (or single servicer) appointed by the Initial Note A-1 Holder under this Agreement
and any successor master servicer (or single servicer) appointed as provided hereunder, which Interim Servicer shall be a Qualified
Servicer. The initial Interim Servicer shall be KeyBank National Association pursuant to the Interim Servicing Agreement.


“Interim
Servicing Agreement” shall mean that certain Interim Servicing Agreement, dated as of September 3, 2002, between Column,
as owner, and the Interim Servicer, as servicer, and any replacement servicing entered into with any successor Interim Servicer
appointed by the Note A-1 Holder.




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


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


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


“Lead Note”
shall mean Note A-1.


“Lead Note
Holder” shall mean the Holder of the Lead Securitization Note or, after the Lead Securitization Date, any Servicer or
the Trustee when acting on such Holder’s behalf.


“Lead Securitization
Note” shall mean the Note or Notes included in the Lead Securitization.


“Lead Securitization
Trust” shall mean the trust established pursuant to the Lead Securitization Servicing Agreement in connection with the
Lead Securitization.


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


“Letter of
Credit” shall mean an irrevocable, unconditional, transferable, clean sight draft letter of credit, as the same may be
replaced, split, substituted, modified, amended, supplemented, assigned or otherwise restated from time to time (either an evergreen
letter of credit or a letter of credit which does not expire until at least two (2) Business Days after the Maturity Date of the
Mortgage Loan) in favor of the Note A Holder and entitling the Lead Note Holder to draw thereon, at a domestic location reasonably
acceptable to the Lead Note Holder, based solely on a statement purportedly executed by an officer of the Lead Note Holder stating
that it has the right to draw thereon, and issued by a domestic Approved Bank or the U.S. agency or branch of a foreign Approved
Bank.


“Liquidation
Fee”:


(i)  prior
to the Lead Securitization Date, if the Mortgage Loan or a Mortgaged Property is sold or transferred or otherwise liquidated (or
a Specially Serviced Mortgage Loan is sold or liquidated or a final discounted payoff is made), shall mean a fee payable to the
Servicer from Liquidation Proceeds with respect to such Mortgaged Property if the Servicer receives any Liquidation Proceeds with
respect thereto, equal to 50 basis points (0.50%) multiplied by Liquidation Proceeds (net of any Servicing Fees, Special Servicing
Fees and reimbursement of any Advances or interest thereon payable therefrom and legal fees and expenses, Appraisal fees, brokerage
fees, and similar fees and expenses in connection with the maintenance and preservation of such Mortgaged Property) related to
the Mortgage Loan or such Mortgaged Property; and


(ii)  from
and after the Lead Securitization Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


The Liquidation Fee
shall be payable to the Special Servicer upon receipt of Liquidation Proceeds; provided, however, that the parties
agree that no Liquidation Fee will be




    	 	-11-	Co-Lender Agreement
(DDR JV Portfolio)




     


    

payable in connection
with, or out of, Liquidation Proceeds resulting from the purchase of a Mortgaged Property or the A Notes by the Note B Holder pursuant
to the provisions of this Agreement or the Lead Securitization Servicing Agreement within ninety (90) days after a Triggering Event
of Default.


“Liquidation
Proceeds”:


(i)  prior
to the Lead Securitization Date, shall mean the amount (other than insurance proceeds or amounts required to be paid to the Mortgage
Loan Borrower or other Persons pursuant to the Mortgage Loan Documents or applicable law) received in connection with the liquidation
of a Mortgaged Property or REO Property through a trustee’s sale, foreclosure sale or otherwise or the sale or other liquidation
of the Mortgage Loan, including a final discounted payoff of the Mortgage Loan, and


(ii)  from
and after the Lead Securitization Date, shall have the meaning assigned to such term in the Servicing Agreement.


“Major Decision”:


(i)  prior
to the Lead Securitization Date shall mean:


(a)     any
proposed or actual foreclosure upon or comparable conversion of the ownership of a Mortgaged Property securing the Mortgage Loan;


(b)     any
modification, consent to a modification, or waiver of a monetary term (other than late payment charges or default interest) or
material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs, but excluding
late payment charges or default interest) of the Mortgage Loan or any extension of the Maturity Date of the Mortgage Loan;


(c)     any
sale of the Mortgage Loan or any related REO Property for less than the Defaulted Mortgage Loan Purchase Price;


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


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


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




    	 	-12-	Co-Lender Agreement
(DDR JV Portfolio)




     


    

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


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


(i)     any
acceptance of an assumption agreement releasing the Mortgage Loan Borrower from liability under the Mortgage Loan and for which
there is no lender discretion;


(j)     any
determination of an Acceptable Insurance Default;


(k)     the
determination of the Special Servicer pursuant to clause (b) of the definition of “Specially Serviced Loan”;
and


(l)     any
acceleration of the Mortgage Loan following a Default or an Event of Default or any initiation of judicial, bankruptcy or similar
proceedings under the Mortgage Loan Documents; and


(ii)  from
and after the Lead Securitization Date, shall have the meaning assigned to such term (or analogous term) in the Servicing Agreement.


“Master Servicer”
shall have the meaning set forth in the recitals.


“Maturity
Date” shall have the meaning assigned to such term as set forth in the Mortgage Loan Schedule.


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


“Monthly
Payment Date” shall mean the “Monthly Payment Date” set forth in the Mortgage Loan Agreement.


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


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




    	 	-13-	Co-Lender Agreement
(DDR JV Portfolio)




     


    

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


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


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


“Mortgage
Loan Borrower Related Parties” shall have the meaning assigned such term in Section 19.


“Mortgage
Loan Documents” shall mean the Mortgage, the Mortgage Loan Agreement, the Notes and all other documents evidencing or
securing the Mortgage Loan including, without limitation, all guaranties and indemnities, as same may be amended, modified or restated
in accordance with this Agreement.


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


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


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


“Net Proceeds”
shall have the meaning assigned to such term in the Mortgage Loan Agreement.


“New Notes”
shall have the meaning assigned to such term in Section 40(b).


“Non-Controlling
Holder” shall mean any Holder that is not the Controlling Holder. In the event that Note A-2 is an asset of a Securitization,
the rights of the Non-Controlling Holder may be exercised by the “directing holder,” “controlling class representative”
or other party designated to exercise such rights pursuant to the terms of the related Securitization servicing agreement.


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


“Non-Lead
A Note Holders” shall mean the Holder or Holders of Note A-2.


“Non-Lead
Securitization” shall mean the sale by the Holder of Note A-2 of all or a portion of Note A-2 to a depositor that in
turn includes such Note as part of a securitization of one or more other mortgage loans.


“Non-Lead
Securitization Trust” shall mean the trust established pursuant to a Non-Lead Securitization Servicing Agreement in connection
with a Non-Lead Securitization.




    	 	-14-	Co-Lender Agreement
(DDR JV Portfolio)




     


    

“Non-Lead
Servicing Agreement” shall mean any pooling and servicing agreement (or analogous agreement) relating to a Note, other
than the Lead Securitization Servicing Agreement.


“Nonrecoverable
Administrative Advance” shall mean an Administrative Advance that has been determined to be a “nonrecoverable”
in accordance with the terms of the Servicing Agreement.


“Nonrecoverable
P&I Advance” shall mean a P&I Advance that has been determined to be a “nonrecoverable” in accordance
with the terms of the Servicing Agreement.


“Nonrecoverable
Property Advance” shall mean a Property Advance that has been determined to be a “nonrecoverable” in accordance
with the terms of the Servicing Agreement.


“Note”
shall mean any of Note A-1, Note A-2 and Note B, as the context requires.


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


“Note A Interest
Rate” shall mean individually or collectively, as the context may require, the Note A-1 Interest Rate and/or the Note
A-2 Interest Rate.


“Note A Percentage
Interest” shall mean individually or collectively, as the context may require, the Note A-1 Percentage Interest and/or
the Note A-2 Percentage Interest.


“Note A Principal
Balance” shall mean individually or collectively, as the context may require, the Note A-1 Principal Balance and/or the
Note A-2 Principal Balance.


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


“Note A-1
Default Interest Rate” shall mean the Note A-1 Default Interest Rate set forth in the Mortgage Loan Schedule.


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


“Note A-1
Interest Rate” shall mean the Note A-1 Interest Rate set forth in the Mortgage Loan Schedule.


“Note A-1
Percentage Interest” shall mean, as of any date, the ratio of the Note A-1 Principal Balance to the Mortgage Loan Principal
Balance.


“Note A-1
Principal Balance” shall mean, at any time of determination, the Initial Note A-1 Principal Balance as set forth in the
Mortgage Loan Schedule, as previously reduced by payments of principal thereon received by the Note A-1 Holder and any reductions
in such amount pursuant to Section 4(c) and Section 7.




    	 	-15-	Co-Lender Agreement
(DDR JV Portfolio)




     


    

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


“Note A-2
Default Interest Rate” shall mean the Note A-2 Default Interest Rate set forth in the Mortgage Loan Schedule.


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


“Note A-2
Interest Rate” shall mean the Note A-2 Interest Rate set forth in the Mortgage Loan Schedule.


“Note A-2
Percentage Interest” shall mean, as of any date, the ratio of the Note A-2 Principal Balance to the Mortgage Loan Principal
Balance.


“Note A-2
Principal Balance” shall mean, at any time of determination, the Initial Note A-2 Principal Balance as set forth in the
Mortgage Loan Schedule, as previously reduced by payments of principal thereon received by the Note A-2 Holder and any reductions
in such amount pursuant to Section 4(c) and Section 7.


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


“Note B Default
Interest Rate” shall mean the Note B Default Interest Rate set forth in the Mortgage Loan Schedule.


“Note B Holder”
shall mean the Initial Note B Holder or any subsequent holder of Note B.


“Note B Interest
Rate” shall mean the Note B Interest Rate set forth in the Mortgage Loan Schedule.


“Note B Percentage
Interest” shall mean, as of any date, the ratio of the Note B Principal Balance to the Mortgage Loan Principal Balance.


“Note B Principal
Balance” shall mean, at any time of determination, the Initial Note B Principal Balance as set forth in the Mortgage
Loan Schedule, as previously reduced by payments of principal thereon received by the Note B Holder and any reductions in such
amount pursuant to Section 4(c) and Section 7.


“Note Pledgee”
shall have the meaning assigned to such term in Section 18(d).


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


“Operating
Advisor” shall have the meaning given such term in the recitals.


“Owned Note”
shall have the meaning assigned to such term in Section 40(b).




    	 	-16-	Co-Lender Agreement
(DDR JV Portfolio)




     


    

“P&I
Advance” shall mean an advance made in respect of a delinquent payment of the Monthly Debt Service Payment Amount on
a Note included in a Securitization by a party to such Securitization (and in accordance with the terms of the related Securitization
servicing agreement).


“Penalty
Charges” shall mean any amounts actually collected on the Mortgage Loan from the Mortgage Loan Borrower that represent
late payment charges, other than a Prepayment Premium or default interest.


“Percentage
Interest” shall mean, with respect to the A Notes, the Note A Percentage Interest, and with respect to Note B, the Note
B Percentage Interest.


“Permitted
Fund Manager” shall mean any Person that on the date of determination is (i) one of the entities listed on Schedule
1 annexed hereto and made a part hereof or any other nationally-recognized manager of investment funds investing in debt or
equity interests relating to commercial real estate, (ii) investing through a fund with committed capital of at least $250,000,000,
and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


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


“Pledge”
shall have the meaning assigned to such term in Section 18(d).


“Prepayment”
shall mean any payment of principal made by the Mortgage Loan Borrower with respect to the Mortgage Loan which is received in advance
of its scheduled Maturity Date, whether made by reason of a casualty or condemnation, due to the acceleration of the maturity of
the Notes or otherwise.


“Prepayment
Premium” shall mean any prepayment premium, yield maintenance premium, yield maintenance default premium or similar fee
required to be paid in connection with a Prepayment of the Mortgage Loan.


“Principal
Balance” shall mean with respect to any Note, at any date of determination, the then outstanding principal balance of
such Note.


“Property
Advance” shall have the meaning assigned to such term (or the analogous 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.


“Qualified
Institutional Lender” shall mean the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note B Holder
and the following:




    	 	-17-	Co-Lender Agreement
(DDR JV Portfolio)




     


    

(a)     an
entity Controlled (as defined below) by, or under common Control (as defined below) with, the Initial Note A-1 Holder, the Initial
Note A-2 Holder or the Initial Note B Holder, or


(b)    one
or more of the following:


(i)     an
insurance company, bank, savings and loan association, investment bank, trust company, commercial credit corporation, pension
plan, pension fund, pension fund advisory firm, mutual fund, real estate investment trust, governmental entity or plan, in any
case, which satisfies the Eligibility Requirements;


(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 investment advisor registered under the Investment Advisers Act of 1940 or an institutional
accredited investor under Regulation D, which regularly engages in the business of making or owning investments of types similar
to the Mortgage Loan or the related Note, which satisfies the Eligibility Requirements;


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


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




    	 	-18-	Co-Lender Agreement
(DDR JV Portfolio)




     


    

(v)    an
institution substantially similar to any of the foregoing in clauses (b)(i), (ii) or (iv), which satisfies
the Eligibility Requirements; or


(vi)   a Person which is otherwise a Qualified Institutional Lender but which is
acting in an agency capacity for a syndicate of lenders where at least 51% of the lenders in such syndicate are otherwise Qualified
Institutional Lenders under clauses (b)(i), (ii), (iv) and (v) above; or


(c)     any
entity Controlled (as defined below) by, or under common Control (as defined below) with, any of the entities described in clause (b)
above; or


(d)    any
Person for which a Rating Agency Confirmation has been obtained.


For purposes of this
definition only, “Control” means 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” has the meaning correlative thereto).


“Qualified
Servicer” shall mean:


(i)  prior
to the Lead Securitization Date, either (x) a mortgage finance institution, insurance company, bank or mortgage servicing institution
(A) organized and doing business under the laws of the United States or any state of the United States or the District of Columbia,
(B) authorized to transact business in the jurisdiction where the Mortgaged Properties are located, if and to the extent required
by applicable law to enable such institution to perform its obligations under the Interim Servicing Agreement or, in the event
that such institution is acting as a sub-servicer, under the applicable sub-servicing agreement, and otherwise as contemplated
hereby, and (C) has a rating of “CMS3” in the case of Fitch, is on S&P’s Select Servicer List as a U.S.
Commercial Mortgage Master Servicer in the case of S&P or, in the case of Moody’s, such servicer is acting as 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 servicer as servicer of such commercial mortgage loans, or (y) as to which each of the Rating Agencies shall have
delivered to the Trustee written confirmation to the effect that the service by such entity as Servicer or Special Servicer, as
the case may be, would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned
to the securities issued under the Servicing Agreement, and


(ii)  from
and after the Lead Securitization Date, shall mean the Master Servicer or the Special Servicer, or, in the event that either the
Master Servicer or Special Servicer is replaced, any replacement selected in accordance with the terms of the Servicing Agreement.




    	 	-19-	Co-Lender Agreement
(DDR JV Portfolio)




     


    

“Qualified
Trustee” shall mean (i) a corporation, national bank, national banking association or a trust company, organized and
doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust
powers and to accept the trust conferred, having a combined capital and surplus of at least $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 any 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 designated by the Lead Note Holder; provided, however, that at any time during which any
A Note or Note B is an asset of a Securitization, “Rating Agencies” or “Rating Agency” shall mean the rating
agencies that from time to time rate the securities issued in connection with such Securitization (and at the time of determination
continue to do so).


“Rating Agency
Confirmation” shall have, at any time that any A Note or Note B is an asset of a Securitization, the meaning assigned
to such term or analogous term in the Servicing Agreement.


“Realized
Losses” mean any reduction in the Mortgage Loan Principal Balance that does not result
in an accompanying payment of principal to any of the Holders, which may result from, but is not limited to, one of the following
circumstances: (i) the cancellation or forgiveness of any portion of the Mortgage Loan Principal Balance in connection with a bankruptcy
or similar proceeding or a modification or amendment of the Mortgage Loan granted by the Servicer pursuant to the terms of the
Servicing Agreement, or (ii) a reduction in the Mortgage Interest Rate, the Note A Interest Rate or the Note B Interest Rate in
connection with a bankruptcy or similar proceeding involving the Mortgage Loan Borrower or a modification or amendment of the Mortgage
Loan agreed to by the Servicer in accordance with the terms of the Servicing Agreement, that as a result of the application of
Section 7, results in the application of principal to pay interest to one or more
Holders (each such Realized Loss described in this clause (ii) shall be deemed
to have been incurred on the Monthly Payment Date for each affected monthly payment).


“Redirection
Notice” shall have the meaning assigned to such term in Section 18(d).


“Regulation
AB” shall have the meaning assigned to such term in Section 40(c)(viii).


“REMIC”
shall have the meaning assigned to such term in Section 4(h).


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




    	 	-20-	Co-Lender Agreement
(DDR JV Portfolio)




     


    

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


“REO Proceeds”
shall mean, with respect to any REO Property, all revenues received by the applicable Servicer with respect to such REO Property
or the Mortgage Loan, which do not constitute Liquidation Proceeds.


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


“Required
Special Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, 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 special servicer has a special servicer
ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar, is currently
acting as a master servicer or special servicer on a deal or transaction-level basis for all or a significant portion of the related
mortgage loans in other CMBS transactions rated by any of S&P, Moody’s, Fitch, DBRS or KBRA, and the Trustee relating
to the Securitization does not have actual knowledge that Morningstar has, 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, and (v) in the case of DBRS or KBRA, the applicable
rating agency 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. The requirement of any rating
agency that is not a Rating Agency shall be disregarded.


“Reserve
Collateral” shall have the meaning assigned such term in Section 21(h).


“S&P”
shall mean S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, or its successor in interest.
If neither S&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally
recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation
shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder and the Special
Servicer and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


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




    	 	-21-	Co-Lender Agreement
(DDR JV Portfolio)




     


    

“Securitization
Trust” shall mean the Lead Securitization Trust or any Non-Lead Securitization Trust, as the context requires.


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


“Servicer”
shall mean (i) prior to the Lead Securitization Date, the Interim Servicer, and (ii) on and after the Lead Securitization Date,
the Master Servicer and the Special Servicer, as the context may require. Servicer shall also refer to, as the context may require,
any servicer or special servicer engaged in connection with a Non-Lead Securitization.


“Servicing
Agreement” shall mean:


(i)  prior
to the Lead Securitization Date, the Interim Servicing Agreement, and


(ii)  from
and after the Lead Securitization Date, the Lead Securitization Servicing Agreement.


“Servicing
Fee” shall have the meaning assigned to such term in Section 4.


“Servicing
Fee Rate” shall mean 0.25 basis points (0.0025%) per annum (which consists solely of the primary servicing fee
rate).


“Special
Servicer” shall have the meaning set forth in the recitals.


“Special
Servicing Fee” shall have the meaning assigned to such term in Section 4.


“Special
Servicing Fee Rate” shall mean an amount:


(i)  prior
to the Lead Securitization Date, so long as the Mortgage Loan is a Specially Serviced Mortgage Loan, an amount equal to the product
of (A) 25 basis points (0.25%) per annum and (B) the Mortgage Loan Principal Balance and


(ii)  from
and after the Lead Securitization Date, the meaning assigned to such term or analogous term in the applicable Servicing Agreement;
provided that any such Special Servicing Fee Rate shall not exceed 25 basis points (0.25%) per annum with respect
to the Mortgage Loan.


“Specially
Serviced Mortgage Loan” shall mean the Mortgage Loan if:


(i)  prior
to the Lead Securitization Date, any of the following occurs: (a) the Mortgage Loan Borrower fails to make a payment of the Monthly
Debt Service Payment Amount for a period of 60 days after its Monthly Payment Date; (b) in the reasonable business judgment of
the Servicer (with the consent of the applicable Controlling Holder), exercised in accordance with Accepted Servicing Practices,
there is an imminent risk of an Event of Default consisting of a failure to make a payment of the Monthly Debt Service Payment
Amount when due which Event of Default is likely to remain unremedied for a




    	 	-22-	Co-Lender Agreement
(DDR JV Portfolio)




     


    

period of 60 days or more; (c) the
Servicer has received notice or has actual knowledge that the Mortgage Loan Borrower has become the subject of any bankruptcy,
insolvency or similar proceeding, admitted in writing its inability to pay its debts as they come due or made an assignment for
the benefit of creditors; (d) the Servicer has received notice of a foreclosure or threatened foreclosure of any lien upon
a Mortgaged Property; (e) except with respect to matters already addressed in clause (a) of this definition, the Servicer
has received notice or has actual knowledge that the Mortgage Loan Borrower is in Default beyond any applicable notice and/or grace
periods in the performance or observance of any of its obligations under the related Mortgage Loan Documents the failure of which
to cure, in the reasonable business judgment of the Servicer, exercised in accordance with Accepted Servicing Practices, materially
and adversely affects the interests of the Holders; or (f) a failure on the part of the Mortgage Loan Borrower to make the Balloon
Payment as and when the same becomes due and payable.


The period
during which the Mortgage Loan is specially serviced shall end and the Mortgage Loan shall be a “Corrected Mortgage Loan”:
(1) with respect to the circumstances described in clause (a) above, when the Mortgage Loan Borrower has paid in full
all payments due under the Mortgage Loan and has made three consecutive full and timely payments of the Monthly Debt Service Payment
Amount under the terms of the Mortgage Loan or, if the Mortgage Loan is “worked out”, when the Mortgage Loan Borrower
has made three consecutive full and timely payments of the Monthly Debt Service Payment Amount under the terms of the Mortgage
Loan as modified in connection with such workout; (2) with respect to the circumstances described in clauses (b), (c)
and (d) above, when such circumstances cease to exist in the good faith judgment of the Servicer, or in the case of clause (b)
above the related Event of Default does not occur within sixty (60) days from the date of such determination; (3) with respect
to the circumstances described in clause (e) above, when the Mortgage Loan Borrower has cured such Default; or (4)
with respect to the circumstances described in clause (f) above, when the Mortgage Loan Borrower has paid in full all
payments due under the Mortgage Loan or, if the Mortgage Loan is “worked out,” when the Mortgage Loan Borrower has
made three consecutive full and timely payments of the Monthly Debt Service Payment Amount under the terms of the Mortgage Loan
as modified in connection with such workout; provided that, in any case, at such time no other circumstance identified in
clauses (a) through (f) above exists that would cause the Mortgage Loan to continue to be characterized as a
Specially Serviced Mortgage Loan; and


(ii)  from
and after the Lead Securitization Date, the meaning given to such term or analogous term in the Lead Securitization Servicing Agreement.


“Transfer”
shall have the meaning assigned such term in Section 18.


“Triggering
Event of Default” shall mean (i) any Event of Default with respect to an obligation of the Mortgage Loan Borrower to
pay money due under the Mortgage Loan or (ii) any non-monetary Event of Default as to which the Mortgage Loan becomes a Specially
Serviced Mortgage Loan (which, for clarification, shall not include any imminent Event of Default (i.e., subclause (i)(b)
of the definition of Specially Serviced Mortgage Loan)).




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“Trust Fund
Expenses” shall mean with respect to the Mortgage Loan, any unanticipated expenses and certain other Default related
expenses incurred by any Securitization Trust (including, without limitation, all Property Advances (together with interest thereon
at the Advance Rate) and all P&I Advances (together with interest thereon at the rates specified in the servicing agreement
applicable to each Note), and Administrative Advances (together with interest thereon at the Advance Rate) and all additional trust
fund expenses, to the extent not reimbursed by the Mortgage Loan Borrower or deemed to be a Nonrecoverable Property Advance) and
all other amounts (such as indemnification payments) permitted to be retained, reimbursed or withdrawn by (or remitted to) the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor from the Collection
Account or the Distribution Account pursuant to the Lead Securitization Servicing Agreement or permitted to be reimbursed to any
of the parties to a Non-Lead Servicing Agreement pursuant to the terms thereof.


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


“Updated
Appraisal” shall mean an Appraisal of a Mortgaged Property or related REO Property conducted subsequent to any Appraisal
performed on or prior to the date of this Agreement by an Appraiser, selected by the applicable Servicer, in accordance with MAI
standards, the costs of which shall be paid as a Property Advance by the Lead Note Holder or applicable Servicer.


“Workout
Fee” shall mean:


(i)  prior
to the Lead Securitization Date, a fee equal to one percent (1.0%) of each collection of interest and principal (including scheduled
payments, prepayments, Balloon Payments and payments at maturity) received on a Corrected Mortgage Loan; and


(ii)  from
and after the Lead Securitization Date, the meaning assigned to such term in the Servicing Agreement.


The Workout Fee shall
be payable out of each collection of interest and principal (including scheduled payments, prepayments, Balloon Payments and payments
at maturity) received on the Mortgage Loan for so long as the Mortgage Loan does not subsequently become a Specially Serviced Mortgage
Loan. The Workout Fee with respect to the Mortgage Loan shall cease to be payable if the Mortgage Loan subsequently becomes a Specially
Serviced Mortgage Loan or if a Mortgaged Property becomes an REO Property; provided that, if the Mortgage Loan thereafter
ceases to be a Specially Serviced Mortgage Loan, a new Workout Fee shall become payable to the applicable Servicer that had responsibility
for servicing the Mortgage Loan at such time.


2.     Subordination
of Note B. Note B and the right of the Note B Holder to receive payments with respect to Note B shall, subject to the provisions
of this Agreement, at all times be junior, subject and subordinate to each A Note and the rights of each Note A Holder to receive
payments with respect to its respective A Note.


3.     Intentionally
Omitted.




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4.     Administration
of the Mortgage Loan. (a) From and after the date hereof and prior to the Lead Securitization Date, the Interim Servicer shall
administer and service the Mortgage Loan consistent with the terms of this Agreement, the Interim Servicing Agreement, the Mortgage
Loan Documents, Accepted Servicing Practices and applicable law.


(b)     From
and after the Lead Securitization Date, the administration and servicing of the Mortgage Loan shall be governed by this Agreement
and the Lead Securitization Servicing Agreement; provided that:


(i)     except
as expressly provided for in this Agreement, the rights and remedies of the Note B Holder under the Lead Securitization Servicing
Agreement shall not be materially impaired compared to the rights and remedies of the Note B Holder set forth herein (and the
obligations of the Note B Holder under the Lead Securitization Servicing Agreement shall not be materially increased compared
to the obligations of the Note B Holder set forth herein),


(ii)    the
provisions of the Lead Securitization Servicing Agreement may differ from this Agreement to the extent requested by the Rating
Agencies, the subordinate bond buyers or any of the other parties thereto and differences necessary in order that each Initial
Note A Holder and its Affiliates obtain accounting “sale” treatment for its respective Note under FAS 140; provided
that, in all cases, any such differences between this Agreement and the Lead Securitization Servicing Agreement shall not
have a material adverse effect on any of the rights, remedies or protections granted to the Holders under this Agreement (without
giving effect to any provision of this Agreement which states that a term shall have “the meaning assigned to such term
in the Servicing Agreement,” or be “subject to the Servicing Agreement” or similar phrases),


(iii)    following
the Lead Securitization Date, such Lead Securitization Servicing Agreement shall not be modified in any manner materially adverse
to a Holder without the prior written consent of such Holder, and


(iv)     the Lead Securitization Servicing
Agreement shall contain terms and conditions as are set forth in Section 40(c) of this Agreement and such additional provisions
that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required
by the Code relating to the tax elections of any Securitization Trust, (ii) required by law or changes in any law, rule or regulation
or (iii) generally required by the Rating Agencies in connection with the issuance of ratings in securitizations similar to the
Lead Securitization.


(c)     The
Servicer shall distribute (or cause to be distributed) to the Holders all payments due to the Holders in accordance with Section 5
and Section 6 hereof; provided, however, that prior to calculating any amount of interest or principal
due on such date to the Holders, the Servicer shall reduce the Note B Principal Balance (not below zero) by any Realized Loss with
respect to the Mortgage Loan, and after the Note B Principal Balance has been reduced to zero, the Servicer shall reduce the Note
A-1 Principal Balance and the Note A-2 Principal Balance, pro rata 



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(based on their respective
outstanding Principal Balances) (in each case, not below zero) by any Realized Loss with respect to the Mortgage Loan.


(d)     In
consideration for servicing the Mortgage Loan (inclusive of each Note) a servicing fee shall accrue at a rate not to exceed the
Servicing Fee Rate on the sum of the outstanding Note A Principal Balance and the outstanding Note B Principal Balance (the “Servicing
Fee”). The Servicing Fee shall be paid on the same interest accrual basis and for the same period of time for which interest
is paid on the Mortgage Loan, and shall be paid in accordance with the priorities set forth in Section 5 and Section
6 and the Lead Securitization Servicing Agreement.


(e)     In
consideration for special servicing the Mortgage Loan (inclusive of each Note) a special servicing fee shall accrue at a rate not
to exceed the Special Servicing Fee Rate on the sum of the outstanding Note A Principal Balance and the outstanding Note B Principal
Balance (the “Special Servicing Fee”). The Special Servicing Fee shall be payable to the Special Servicer if
the Mortgage Loan shall become a Specially Serviced Mortgage Loan, for so long as the Mortgage Loan remains a Specially Serviced
Mortgage Loan. Subject to any liquidation set forth in the Lead Securitization Agreement, the Liquidation Fee shall be payable
to the Special Servicer upon receipt of Liquidation Proceeds. For any period during which the provisions of Section 6
apply, any Workout Fees or Liquidation Fees shall be paid from funds available for distribution prior to the distribution of funds
to the Holders in accordance with Section 6 (it being agreed that a Workout Fee and a Liquidation Fee shall not be
payable with respect to the same payment or with respect to the same period of time, or otherwise simultaneously or duplicatively).
The Holders acknowledge that pursuant to the Servicing Agreement, the Servicers may be entitled to receive Additional Servicing
Compensation. To the extent any such Additional Servicing Compensation is actually received by a Servicer in accordance with the
Servicing Agreement, such Servicer shall be entitled to retain the same. In no event, however, shall any amounts relating to Additional
Servicing Compensation that are not otherwise actually received by a Servicer (or its subservicer) be deducted from any distributions
to any Holder pursuant to Section 5 or Section 6.


(f)     Notwithstanding
anything to the contrary contained herein, if each of the Lead Securitization Note and Note B cease to be an asset of the
trust fund formed pursuant to the Lead Securitization Servicing Agreement, the provisions of this Agreement shall apply in their
entirety, and each Holder hereby agrees that the Mortgage Loan shall be serviced pursuant to this Agreement. In such event, all
references herein to the “Servicing Agreement” and to “from and after the Lead Securitization Date” and
any ancillary provisions relating thereto shall be deemed to be inoperative and of no further force and effect; provided
that the actual servicing of the Mortgage Loan under this Agreement shall be performed by a successor Master Servicer appointed
by the Lead Note Holder and a successor Special Servicer shall be appointed by the Controlling Holder, both of which replacement
Servicers shall be Qualified Servicers and shall be reasonably acceptable to each of the Holders. Any such entity acting as a successor
Master Servicer or successor Special Servicer of the Mortgage Loan pursuant to the proviso of the preceding sentence will be required
to perform such servicing in accordance with Accepted Servicing Practices and the provisions of this Agreement.


(g)     Notwithstanding
anything to the contrary contained herein, in accordance with this Agreement and the Lead Securitization Servicing Agreement, the
Lead Securitization 




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Servicing Agreement shall provide
that the Servicers are required to service and administer the Mortgage Loan in accordance with Accepted Servicing
Practices.


(h)     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 Internal Revenue Code of 1986, as amended (the “Code”) (notice of which shall
be given by the related Holder to the other Holders within three (3) Business Days of the “startup day”, within the
meaning of Section 860(G)(a)(9) of the Code, of the related REMIC), then, any provision of this Agreement to the contrary
notwithstanding: (i) the Mortgage Loan shall be administered such that each Note qualifies at all times as (or as interests in)
a “qualified mortgage” within the meaning of Sections 860G(a)(3) of the Code, (ii) any real property (and related
personal property) acquired by or on behalf of the Holders pursuant to a foreclosure, exercise of a power of sale or delivery of
a deed-in-lieu of foreclosure of the Mortgage or lien on such property following a Default on the Mortgage Loan shall be administered
so that the interests of the Holders therein shall at all times qualify as “foreclosure property” within the meaning
of Sections 860G(a)(8) of the Code and (iii) the related Holder may not 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 related Holder 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 Stated
Department of the Treasury, more than three (3) months after the earliest startup day of any REMIC which includes the related Note
(or any portion of such Note). The Holders agree that the provisions of this Section 4(h) shall be effected by compliance
by the related Holder or its assignee with this Agreement or the Servicing Agreement or any other agreement which governs the administration
of the Mortgage Loan or such Holder’s interest therein. All costs and expenses of compliance with this Section 4(h),
to the extent that such costs and expenses relate to administration of a REMIC or to any determination respecting the amount, payment
or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, shall be borne by the Holders.


5.     Payments
Prior to an Event of Default. If no Event of Default shall have occurred and is then continuing, all amounts tendered by the
Mortgage Loan Borrower or otherwise available for payment on the Mortgage Loan (including, without limitation, payments received
in connection with any guaranty or indemnity agreement), whether received as a payment of the Monthly Debt Service Payment Amount,
Prepayments, Balloon Payments, Liquidation Proceeds, Penalty Charges, Cure Payments, proceeds under title, hazard or other insurance
policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain (other
than any amounts for required reserves or escrows required by the Mortgage Loan Documents and 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 Accepted
Servicing Practices or the Mortgage Loan Documents) shall be distributed by the Servicer, pursuant to and in accordance with the
Lead Securitization Servicing Agreement, to the A Notes and Note B pro rata and pari passu, based on the outstanding
principal amount due under each Note; provided that all such payments of principal and interest allocated to the A Notes
shall be applied to Note A-1 and Note A-2 on a pro rata, pari passu basis (first to payments of interest 




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on the A
Notes and Note B (on a pro rata basis), then
to payments of principal on the A Notes and Note B (on a pro rata, pari passu basis)).


6.     Payments
Following an Event of Default.


(a)     If
an Event of Default has occurred and is continuing, all amounts collected by or on behalf of the Lead Securitization Trust in respect
of the Mortgage Loan or the Mortgaged Properties, including without limitation, Liquidation Proceeds or Insurance and Condemnation
Proceeds shall be applied in the following order of priority:


(i)    first,
to reimburse the Master Servicer, the Special Servicer and the Trustee for any unreimbursed Nonrecoverable Property Advances or
Nonrecoverable Administrative Advances relating to the Mortgage Loan and the Mortgaged Properties and interest thereon at the
Advance Rate;


(ii)   second,
to first reimburse the Master Servicer (and, if applicable, the servicer of any other trust) for any unreimbursed Nonrecoverable
P&I Advances on the A Notes and interest thereon at the Advance Rate, on a pro rata and pari passu basis, then
to reimburse the Master Servicer for any Nonrecoverable P&I Advances on Note B and interest thereon at the Advance Rate;


(iii)  third,
to reimburse or pay the Master Servicer, the Special Servicer or the Trustee for any unreimbursed Property Advances and Administrative
Advances relating to the Mortgage Loan and the Mortgaged Properties plus interest accrued thereon at the Advance Rate and any
Trust Fund Expenses (but only to the extent that they relate to servicing and administration of the Mortgage Loan and the Mortgaged
Properties, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the
Mortgage Loan);


(iv)   fourth,
to pay to the Note A Holders accrued and unpaid interest on the A Notes (other than default interest) that was not included in
the amount of Nonrecoverable P&I Advances on the A Notes reimbursed pursuant to clause (ii) above, on a pro rata and
pari passu basis;


(v)    fifth,
to pay to the Master Servicer or the Trustee any interest accrued on P&I Advances on the A Notes on a pro rata and
pari passu basis;


(vi)  sixth,
to pay to the Note B Holder accrued and unpaid interest on Note B (other than default interest) that was not included in the amount
of Nonrecoverable P&I Advances on Note B reimbursed pursuant to clause (ii) above;


(vii)  seventh,
to pay to the Master Servicer or the Trustee any interest accrued on P&I Advances on Note B;


(viii) eighth, to
pay to the Note A Holders the Note A Principal Balance of the A Notes due and payable on a pro rata and pari passu
basis;




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(ix)      ninth,
if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or a Mortgaged Property exceed the amounts required
to be applied in accordance with the foregoing clauses (i)-(viii), to pay to the Note A Holders, an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to the A Notes in accordance with the terms of Section 4(c) or Section
7(a), on a pro rata and pari passu basis;


(x)        tenth,
to pay to the Note B Holder the Note B Principal Balance due and payable;


(xi)       eleventh,
to the Note B Holder, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to Note B in accordance
with the terms of Section 4(c) or Section 7(a);


(xii)     twelfth,
to pay the Master Servicer or the Special Servicer any amounts to be applied to the payment of, or escrowed for the future payment
of, real estate taxes, assessments and insurance premiums and similar items;


(xiii)     thirteenth,
to fund any other reserves to the extent then required to be held in escrow;


(xiv)     fourteenth,
to pay to the Note A Holders any Prepayment Premiums then due and payable in respect of any or all of the A Notes, on a pro
rata and pari passu basis among such A Notes, and then to pay to the Note B Holder any Prepayment Premiums then due
and payable in respect of Note B;


(xv)      fifteenth,
to pay to the Master Servicer or the Special Servicer default interest and late payment charges then due and owing under the Mortgage
Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement;


(xvi)    sixteenth,
to pay the Master Servicer or the Special Servicer any additional servicing compensation that the Master Servicer or the Special
Servicer is entitled receive under the Lead Securitization Servicing Agreement; and


(xvii)   seventeenth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (i)-(xvi), any remaining amount shall be paid pro rata to the Note Holders based on the initial principal
balances of the Notes held by such Note Holders;


provided
that it is being understood and agreed that the priority of payment set forth above is solely for purposes of allocating collections
on the Mortgage Loan or the Mortgaged Properties (net of any reimbursement or payment of Advances or Trust Fund Expenses relating
to the Mortgage Loan or Mortgaged Properties to the extent provided above) to each Note and that any amounts payable to or allocable
to the Notes in respect of interest, principal, default interest and interest on P&I Advances will be subject to Section 1.3
and Section 3.4(c) of the Lead Securitization Servicing Agreement and the other applicable provisions of the Lead Securitization 




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Servicing Agreement and will
not otherwise affect the reimbursement rights of the Master Servicer, the Special Servicer or the Trustee
thereunder.


If
any Note (or portion thereof) has been defeased, the foregoing provisions of this Section
6 will apply only to the non-defeased Notes (or portions thereof). Any Note (or portion thereof) that has been defeased will
be repaid solely from the proceeds of the related defeasance collateral. 


(b)     Following
any period during which the terms of this Section 6 are in effect, in the event
that the Mortgage Loan becomes a Corrected Mortgage Loan, or if the applicable Event of Default is no longer existing, or if the
Mortgage Loan is restructured in connection with a workout such that the Mortgage Loan is no longer a Specially Serviced Mortgaged
Loan and, as restructured, is transferred back to the Servicer and the applicable Event of Default is no longer continuing, then
the terms of Section 5 hereof shall again be in effect, subject, however, to the
terms of Section 7 hereof. For the avoidance of doubt, so long as the Mortgage
Loan remains a Specially Serviced Mortgage Loan, the terms of this Section 6 shall
continue to be in effect. 


7.     Workout.
(a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement
and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with Accepted
Servicing Practices, if any applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies
the terms thereof such that (i) the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate (or the
Note A Interest Rate or Note B Interest Rate) is reduced, (iii) payments of interest or principal on the Mortgage Loan are
waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to
an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section
7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, all payments to
each Note A Holder pursuant to Section 5 and Section 6 shall be made as though such workout did not occur,
with the payment terms of the A Notes remaining the same as they are on the Closing Date, 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 Holder (up to the Note B Principal Balance, together with accrued interest thereon at the Note B Interest Rate and any other
amounts due the Note B Holder) and, second, pro rata by the Note A-1 Holder (up to the Note A-1 Principal Balance,
together with accrued interest thereon at the Note A-1 Interest Rate, and any other amounts due to the Note A-1 Holder) and the
Note A-2 Holder (up to the Note A-2 Principal Balance, together with accrued interest thereon at the Note A-2 Interest Rate, and
any other amounts due to the Note A-2 Holder). If a Mortgaged Property shall become an REO Property, the same shall be acquired,
managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the
Note A Holders and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would
be applicable following the occurrence and during the continuation of an Event of Default (whether or not the applicable Mortgage
Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed
Scheduled Payments (as such term shall be defined in the Servicing Agreement) for such purpose.


(b)     For
purposes of determining the identity of the Controlling Holder (and not for any other purpose, including purposes of calculations
set forth in Section 5 and Section 6 hereof),




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Appraisal Reduction Amounts shall be allocated first, to reduce
the Note B Principal Balance, and then, to reduce the Note A-1
Principal Balance and the Note A-2 Principal Balance, pro rata. The Lead Note Holder (or the Special Servicer on its behalf)
shall notify the Holders in writing of any Appraisal Reduction Amount calculated with respect to the Mortgage Loan and any allocation
thereof to reduce the Principal Balance of any Note.


8.     Collection
Accounts; Payment Procedure. (a) Pursuant to the terms of this Agreement or the Servicing Agreement, the Lead Note Holder shall
cause the Servicer to establish and maintain the Collection Account. Each of the Holders hereby directs the Servicer, in accordance
with the priorities set forth in Section 5 and Section 6 and subject to the terms of this Agreement or
the Servicing Agreement, as applicable, (i) to deposit into the applicable Collection Account within two (2) Business Days after
receipt all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account (x) for
deposit or credit on the Remittance Date all payments received with respect to and allocable to each A Note and Note B, by wire
transfer to accounts maintained by each Holder and designated to the Servicer in writing; and (y) for such other purposes and at
such times as specified in this Agreement and the Servicing Agreement.


(b)     If
any Servicer holding or having distributed any amount received or collected in respect of any Note determines, or a court of competent
jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency,
bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Holder,
any Servicer or any other Person, then, notwithstanding any other provision of this Agreement, such Servicer shall not be required
to distribute any portion thereof to the Holder of such Note, and such Holder, shall promptly on demand repay to such Servicer
the portion thereof which shall have been theretofore distributed to the related Holder, together with interest thereon at such
rate, if any, as such Servicer shall have been required to pay to the applicable Mortgage Loan Borrower, the Holders, any other
Servicer or such other Person with respect thereto, and, if the amount in question had been advanced by the Servicer, then with
interest thereon at the Advance Rate. Each Holder agrees that if at any time it shall receive from any sources whatsoever any payment
on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Servicer.
The Servicer shall have the right to offset any amounts due hereunder from any Holder, with respect to the Mortgage Loan against
any future payments due to such Holder under the Mortgage Loan, provided that the obligations of each Holder under this
Section 8 are separate and distinct obligations from one another, and in no event shall any Servicer be permitted or
required under the Servicing Agreement to enforce the obligations of any Holder against the other Holders. The obligations of each
Holder under this Section 8 constitute absolute, unconditional and continuing obligations and each Servicer shall be
deemed a third party beneficiary of these provisions.


9.     Advances;
Default Interest; Penalty Charges.


(a)     Prior
to the Lead Securitization Date, if the Lead Note Holder elects, in its reasonable good faith discretion and in accordance with
Accepted Servicing Practices, to make a Property Advance, the Lead Note Holder shall notify the other Holders promptly, which notice
shall set forth the amount of the additional funds required, the date such funds are required and a summary 



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of the need for such advance. The
other Holders shall be required to advance on or before the date specified in the related notice their respective Percentage
Interest of such Property Advance. If any Holder fails or refuses to advance the foregoing share of such Property Advance,
the Lead Note Holder shall have the right to advance the portion of such Property Advance not advanced by such other Holders.
Repayment of any and all such Property Advances made by any Holder together with interest thereon at the Advance Rate, if
applicable, shall be paid to such Holder from the collections on the Mortgage Loan in accordance with the priority of
payments provided in Section 6 hereof. To the extent that any such Property Advance made by any such Holder becomes a
Nonrecoverable Property Advance, each Holder that did not make its Percentage Interest of such Property Advance shall be
required to, promptly following notice from the Holder that made such advance, reimburse the Holder that made such advance
for non-advancing Holder’s pro rata share of such Nonrecoverable Property with interest thereon at the Advance
Rate.


(b)     From
and after the Lead Securitization Date, the Servicer and/or the Trustee may be obligated to make Property Advances and (to the
extent that such Servicer or Trustee, as applicable, has determined that such Advance, together with interest thereon at the Advance
Rate would not constitute a Nonrecoverable Advance (as defined in the Servicing Agreement) if made) the right of such party to
reimbursement for any such Property Advances and interest thereon is prior to the rights of the Holders to receive any distributions
or amounts recovered with respect to the Mortgage Loan or the Mortgaged Properties to the extent provided in this Agreement and
the Lead Securitization Servicing Agreement. To the extent the Master Servicer, the Special Servicer or the Trustee, as applicable,
obtains funds from general collections of the Lead Securitization as a reimbursement for a Nonrecoverable Property Advance or any
related Advance Interest Amount, the Non-Lead A Note Holder (including any Securitization Trust into which the Non-Lead A Note
is deposited) shall be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization for its
pro rata share of such Nonrecoverable Property Advance or Advance Interest Amount.


(c)     If
any party to the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement makes a P&I Advance in respect
of any Note, such P&I Advance and any interest accrued thereon shall be reimbursable to such advancing party solely as provided
under the terms of this Agreement and the Lead Securitization Servicing Agreement or Non-Lead Servicing Agreement, as applicable.


10.     Limitation
on Liability. Neither the Note A Holders nor any Servicer acting on its behalf shall have any liability to the Note B Holder
with respect to Note B, except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach
of this Agreement on the part of such Note A Holder or the Servicer. The Note B Holder shall have no liability to any Note A Holder
with respect to its respective A Note except with respect to losses actually suffered due to the gross negligence, willful misconduct
or breach of this Agreement on the part of the Note B Holder.


11.     [Reserved.]


12.     Certain
Servicing Matters.






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(a)     Books
and Records. In connection with any inspection of a Mortgaged Property or the books and other financial records of the
Mortgage Loan Borrower by the Lead Note Holder pursuant to the terms of the Mortgage Loan Documents, the Lead Note Holder
shall, upon written request of the Directing Holder, request that the Mortgage Loan Borrower to reasonably cooperate to
provide the Directing Holder access for its own inspection of such Mortgaged Property or the books and other financial
records. In addition, in response to the written request of the Directing Holder, the Lead Note Holder shall request that the
officers of the Mortgage Loan Borrower and the accountants and other representatives of the Mortgage Loan Borrower arrange a
meeting (either telephonic or in person) to discuss the business, financial and other condition of the Mortgage Loan
Borrower, and all reasonable out-of-pocket costs incurred by the Lead Note Holder shall be paid by the Controlling
Holder.


(b)     Monthly
Servicing Report. Prior to the Lead Securitization Date, each month, the Servicer shall prepare and shall promptly deliver
copies to each of the Holders a report containing the following information:


(i)     For
each of the Holders, (x) the amount of the distribution from the Collection Account allocable to principal (y) separately identifying
the amount of scheduled principal payments, Balloon Payments, Prepayments made at the option of the Mortgage Loan Borrower or other
Prepayments (specifying the reason therefor) and Liquidation Proceeds included therein and information on distributions made with
respect to each of the Notes and (z) the amounts deposited and on reserve in each of the escrow and reserve funds accounts held
by Servicer;


(ii)     For
each of the Holders, the amount of the distribution from the Collection Account allocable to interest and the amount of Prepayment
Premiums and default interest paid under the Mortgage Loan Documents;


(iii)   If
the distribution to the Holders is less than the full amount that would be distributable to such Holders if there had been sufficient
amounts available therefor, the amount of the shortfall and the allocation thereof between interest and principal and the amount
of the shortfall, if any, under the Mortgage Loan;


(iv)    The
principal balance and the Realized Losses relating to each of the Notes, after giving effect to the distribution of principal on
such Remittance Date;


(v)    The
amount of the servicing fees paid to the Servicer and the Special Servicer with respect to such Remittance Date, showing separately
the Servicing Fee, the Special Servicing Fee, any Workout Fee and any Liquidation Fee, and the amount of any fees payable to the
paying agent; and


(vi)   Information
regarding disputes affecting the Mortgage Loan Borrower and the Mortgaged Properties and such other information as any Holder may
reasonably request, to the extent reasonably available to the Trustee, the Servicer or the related Special Servicer, such costs,
to the extent not included in the regular fees and charges of the Servicer, shall be reimbursed by the requesting party.






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From and after the
occurrence of the Lead Securitization Date, the Servicer shall deliver such reports to the Holders as are provided in the applicable
Servicing Agreement.


(c)     Financial
Statements Etc. The Lead Note Holder shall promptly provide (or make available to) the other Holders with copies of each financial
statement and other statement and report delivered to the Lead Note Holder pursuant to the terms of the Mortgage Loan Documents.
Subject to the terms of the applicable Mortgage Loan Documents, upon the reasonable request of such other Holder, the Lead Note
Holder shall also promptly deliver (or make available) to such other Holder, copies of any other documents relating to the Mortgage
Loan, including, without limitation, property inspection reports and loan servicing statements.


(d)     Copies.
Any copies to be furnished by the Servicer under this Agreement may be furnished by hard copy or electronic means.


13.     Representations
and Warranties of Each Initial Note Holder. Each of the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial
Note B Holder, as of the date hereof, hereby represents and warrants and covenants that:


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


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


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


(iv)   This
Agreement is its legal, valid and binding obligation enforceable against it in accordance with its terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other laws relating
to or affecting the enforcement of creditors’ rights or by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).


(v)    Immediately
prior to the execution and delivery of this Agreement, the Initial Note Holder was the sole legal owner and Holder of its related
Note, free and clear of any lien, pledge, hypothecation, encumbrance or other adverse interest in the Mortgage Loan, and the Initial
Note Holder has the right to enter into this Agreement without the consent of any third party.






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(vi)   Initial
Note Holder is not in violation of, and its execution and delivery of this Agreement and its performance of, and compliance with,
the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local government or regulatory authority, which


violation, in the Initial Note
Holder’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Initial
Note Holder to perform its obligations under this Agreement or the financial condition of the Initial Note Holder.


(vii)    No
litigation is pending with regard to which the Initial Note Holder has received service of process or, to the best of the Initial
Note Holder’s knowledge, threatened against the Initial Note Holder the outcome of which, in the Initial Note Holder’s
good faith and reasonable judgment is likely to materially and adversely affect the ability of the Initial Note Holder to perform
its obligations under this Agreement.


(viii)   The
Initial Note Holder has not dealt with any broker, investment banker, agent or other person that may be entitled to any commission
or compensation in connection with the transactions contemplated hereby.


(ix)     No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required, under federal or state law (including, with respect to any bulk sale laws), for the execution delivery and performance
of or compliance by the Initial Note Holder with this Agreement or the consummation by the Initial Note Holder of any transaction
contemplated hereby, other than (i) such consents, approvals, authorizations, qualifications, registrations, filings or notices
as have been obtained or made and (ii) where the lack of such consent, approval, authorization, qualification, registration,
filing or notice would not have a material adverse effect on the performance by the Initial Note Holder under this Agreement.


14.     Intentionally
Omitted.


15.     Independent
Analyses of the Initial Note B Holder. Subject to the provisions of Section 13, the Initial Note B Holder acknowledges
that it has, independently and without reliance upon any Initial Note A Holder and based on such documents and information as such
Holder has deemed appropriate, made such Holder’s own credit analysis and decision to originate Note B. Except as expressly
provided in this Agreement, Initial Note B Holder hereby acknowledges that the other Holders have not made any representations
or warranties with respect to the Mortgage Loan, and that the other Holders shall have no responsibility for (i) the collectibility
of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance
policy or policies or any survey furnished or to be furnished to the Initial Note A Holder in connection with the origination of
the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents
or (iv) the financial condition of the Mortgage Loan Borrower. The Initial Note B Holder assumes all risk of loss in connection
with Note B, for reasons other than the gross negligence, willful misconduct or breach of this Agreement by the Initial Note A
Holders or the gross negligence, willful misconduct or bad faith by any Servicer.






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16.     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 arrangement between the Note A Holders and the Note B Holder a partnership,
association, joint venture or other entity. No Holder shall have any obligation whatsoever to offer to the other Holders the
opportunity to purchase notes or participation interests relating to any future loans originated by such Holder or its
respective Affiliates, and if such Holder chooses to offer to the other Holders the opportunity to purchase notes or any
participation interests in any future mortgage loans originated by such Holder or its Affiliates, such offer shall be at such
purchase price and interest rate as such Holder chooses, in its sole and absolute discretion. No Holder shall have any
obligation whatsoever to purchase from the other Holders any notes or participation interests in any future loans originated
by the other Holder or its respective Affiliates.


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


18.     Transfer
of Notes. (a) The Note B Holder shall not sell, assign, transfer, pledge, syndicate, sell, hypothecate, contribute,
encumber, participate, subparticipate or otherwise dispose of (each, a “Transfer”) more than a 49%
interest (in one or more transactions) in Note B, without first receiving Rating Agency Confirmation (and the Note B Holder
shall pay all reasonable out-of-pocket costs and expenses of the Lead Note Holder, all out-of-pocket costs and expenses of
the Rating Agencies and all reasonable documented costs and expenses (including internal costs and expenses) of the Servicer
incurred in connection with obtaining such Rating Agency Confirmation); provided that prior to the Lead
Securitization, in connection with a proposed Transfer of more than a 49% interest (in one or more transactions) in Note B,
in lieu of obtaining a Rating Agency Confirmation, the Note B Holder shall obtain the prior written consent of the Lead Note
Holder, which consent may be withheld in the sole and absolute discretion of the Lead Note Holder; and, provided
further, that the Note B Holder may at any time or from time to time Transfer all or any portion of Note B, without the
requirement of any Rating Agency Confirmation, or prior to a Securitization, the written consent of the Lead Note Holder, but
subject to the conditions contained in the third succeeding sentence, to a Qualified Institutional Lender that provides to
each Note A Holder certification in writing from an authorized officer that it is a Qualified Institutional Lender; and provided, further,
that notwithstanding anything to the contrary contained herein, in no event shall the Note B Holder Transfer Note B, or any
portion thereof or interest therein to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. Transfers of
interests in Note B of 49% or less in the aggregate (in one or more transactions) shall not require prior consent or approval
of each Note A Holder, any Servicer or any other Person, or Rating Agency Confirmation from any Rating Agency, provided
that any such Transfer shall be made in accordance with the conditions in the second succeeding sentence. Pursuant to the
Servicing Agreement, the Servicer shall be required to present promptly to the Rating Agencies for the purpose of obtaining
any Rating Agency Confirmation any application and material prepared by the applicable Note B Holder relating to a Transfer,
but shall not be required to make a recommendation or prepare a case to the Rating Agencies in connection with obtaining such
Rating Agency Confirmation. Notwithstanding the foregoing, the Note B Holder agrees that each Transfer to be made by it under clauses (a)
or (b) of this Section 18 is subject to the following 



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restrictions: (i) all such Transfers shall be made
upon at least three (3) Business Days’ prior written notice to the Lead Note Holder, and (ii) a transferee shall (x)
execute an assignment and assumption agreement whereby such transferee assumes all or a ratable portion, as the case may be,
of the obligations of the Note B Holder hereunder with respect to Note B from and after the date of such assignment (or, in
the case of a pledge, collateral assignment or other encumbrance by the Note B Holder of Note B, solely as security for a
loan to the Note B Holder, made by a third-party lender whereby the Note B Holder remains fully liable under this
Agreement, such third party lender executes an agreement that such lender shall be bound by the terms and provisions of this
Agreement and the obligations of the Note B Holder hereunder on and after the date on which such lender succeeds to the
rights of the Note B Holder hereunder by foreclosure or otherwise) and (y) agree in writing to be bound by the Servicing
Agreement, unless the Servicing Agreement is not then in effect with respect to the Mortgage Loan, in which event the parties
will enter into or agree to be bound by any replacement servicing agreement therefor in accordance with the provisions of Section 4.
Upon the consummation of a Transfer of all or any portion of Note B, the transferring Person shall be released from all
liability arising under this Agreement with respect to Note B (or the portion thereof that was the subject of such Transfer),
for the period after the effective date of such Transfer (it being understood and agreed that the foregoing release shall not
apply in the case of a sale, assignment, transfer or other disposition of a participation interest in Note B as described in clause (b)
below) and the transferee shall be the Note B Holder with respect to Note B for all purposes hereunder with all of the
rights, interests and obligations related thereto. The foregoing provision of this Section 18(a) shall not apply to a
Transfer of Note B to the Lead Securitization Trust.


(b)     In
the case of any sale, assignment, transfer or other disposition of a participation interest in Note B, (i) the transferring Note
B Holder’s obligations under this Agreement shall remain unchanged, (ii) the transferring Note B Holder shall remain solely
responsible for the performance of such obligations, and (iii) the Lead Note Holder shall continue to deal solely and directly
with the transferring Note B Holder in connection with its rights and obligations under this Agreement and the Servicing Agreement,
and all amounts payable hereunder shall be determined as if the Note B Holder had not sold such participation interest; provided,
however, that if the applicable participant is a Qualified Institutional Lender but not the Mortgage Loan Borrower or a
Mortgage Loan Borrower Related Party (and delivers to the Lead Note Holder a certification from an authorized officer confirming
the foregoing status), then, the Note B Holder by written notice to the Lead Note Holder, may delegate to such participant the
Note B Holder’s right to exercise the rights of the Controlling Holder hereunder and under the Servicing Agreement; provided,
further, however, that upon the occurrence of a Control Appraisal Event, the aforesaid delegation of rights shall
terminate and be of no further force and effect.


(c)     Each
Note A Holder agrees that it shall not Transfer all or any portion of its respective A Note, except as follows: (i) to a Qualified
Institutional Lender, (ii) to the Depositor, or any other Person designated by such Note A Holder to act as the depositor and/or
any other Affiliate of such Note A Holder in connection with a Securitization or to the trustee in connection with a Securitization
of the related A Note, (iii) to a purchaser upon a foreclosure, sale or other liquidation of a Specially Serviced Mortgage Loan
or an REO Property, as expressly provided in the Servicing Agreement or (iv) as otherwise expressly provided or contemplated by
the Servicing 



    	 	-37-	Co-Lender Agreement
(DDR JV Portfolio)




     


    

Agreement. In addition, each Note
A Holder may split its respective A Note into multiple participations without the consent of the Note B Holder or any other
Person (it being understood that no participant shall be entitled to amounts other than what is allocated to the related A
Note hereunder had such Note A Holder not participated its related A Note). Notwithstanding the foregoing, each A Note may
not be Transferred to the Mortgage Loan Borrower or any Mortgage Loan Borrower Related Party without the prior written
consent of the Note B Holder and, following the Lead Securitization Date, a Rating Agency Confirmation (it being understood
that any costs and expenses incurred in connection with any such transfer following the Lead Securitization Date shall be
borne by the related Note A Holder). Except with respect to the Transfer referred to in clause (ii) of the first
sentence, any such Transfer shall be made upon at least three (3) Business Days’ prior written notice to the Note B
Holder.


(d)     No
Note A Holder shall give its consent to any action (whether through marketing, advertising, public disclosure or otherwise) that
would result in potential investors becoming aware of any proposed Non-Lead Securitization until (i) the establishment of the time
of the contract of sale for each purchaser of certificates for the Lead Securitization or (ii) the Lead Note Holder gives its consent
to such marketing, advertising, disclosure or other related activity.


(e)     Notwithstanding
anything to the contrary contained herein, the Note B Holder may pledge (a “Pledge”) Note B or any interest
therein to any entity (other than the Mortgage Loan Borrower or any Mortgage Loan Borrower Related Party) which has extended a
credit facility to the Note B Holder or has entered into a repurchase agreement with the Note B Holder and that, in each case,
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 18(d), it being further agreed that a financing provided by a Note Pledgee to the Note B Holder or any Affiliate
which controls the Note B Holder that is secured by the Note B Holder’s interest in Note B and is structured as a repurchase
arrangement, shall qualify as a “Pledge” hereunder, provided all applicable terms and conditions of this Section
18 are complied with; provided that a Note Pledgee which is not a Qualified Institutional Lender may not take title
to Note B after a Securitization without a Rating Agency Confirmation and no Note Pledgee may take title to Note B without satisfying
the requirements for transfer set forth in this Section 18. Upon written notice, if any, by the Note B Holder to the Lead
Note Holder that a Pledge has been effected (including the name and address of the applicable Note Pledgee), the Lead Note Holder
agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give such Note Pledgee written notice of any default
by the Note B Holder in respect of its obligations under this Agreement of which default such Lead Note Holder has actual knowledge
and which notice shall be given simultaneously with the giving of such notice to the Note B Holder; (ii) to allow such Note
Pledgee a period of ten (10) Business Days to cure a default by the Note B Holder in respect of its obligations to hereunder, but
such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination
of this Agreement or the Servicing Agreement (if the Note B Holder had the right to consent to such amendment, modification, waiver
or termination pursuant to the terms hereof) shall be effective against such Note Pledgee without the written consent of such Note
Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given
if Note Pledgee shall fail to respond to any request for 



    	 	-38-	Co-Lender Agreement
(DDR JV Portfolio)




     


    

consent to any such amendment,
modification, waiver or termination within 10 days after request therefor; (iv) that such Lead Note Holder shall accept
any cure by such Note Pledgee of any default of the Note B Holder which the Note B Holder has the right to effect hereunder,
as if such cure were made by the Note B Holder; (v) that such Lead 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 Lead Note Holder; and (vi) that, upon written notice (a “Redirection
Notice”) to such Note A Holder and any Servicer by such Note Pledgee that the Note B Holder is in default beyond
any applicable cure periods with respect to the Note B Holder’s obligations to such Note Pledgee pursuant to the
applicable credit agreement or other agreements relating to the Pledge between the Note B Holder and such Note Pledgee (which
notice need not be joined in or confirmed by the Note B 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 Servicer would otherwise be obligated
to pay to the Note B Holder from time to time pursuant to this Agreement or any Servicing Agreement. The Note B Holder hereby
unconditionally and absolutely releases the Lead Note Holder from any liability to the Note B Holder on account of such Lead
Note Holder’s (or Servicer’s) compliance with any Redirection Notice believed by the Lead Note Holder in good
faith to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies
against the Note B Holder (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with
applicable law and this Agreement. In such event, the Lead Note Holder shall recognize such Note Pledgee (and any transferee
(other than the Mortgage Loan Borrower or any Mortgage Loan Borrower Related Party) which is also a Qualified
Institutional Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure),
and its successor and assigns, as the successor to the Note B 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 Note B
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
18(e) shall remain effective as to the Lead Note Holder unless and until such Note Pledgee shall have notified the Lead
Note Holder in writing that its interest in Note B has terminated.


19.     Other
Business Activities of the Holders. Each of the Holders acknowledges that the other Holders may make loans or otherwise extend
credit to, and generally engage in any kind of business with, any Affiliate of the Mortgage Loan Borrower (“Mortgage Loan
Borrower Related Parties”), and receive payments on such other loans or extensions of credit to the Mortgage Loan Borrower
Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement
and the transactions contemplated hereby were not in effect.


20.     Exercise
of Remedies by the Servicer.


(a)     Each
of the Holders acknowledges that, subject to the terms of this Agreement (including without limitation, the Controlling Holder’s
rights under Section 21 hereof) and the Servicing Agreement, (i) the Lead Note Holder (or any Servicer or Trustee (if any)
on its behalf) may exercise or refrain from exercising any rights that such Lead Note Holder (or such Servicer or Trustee (if any))
may have hereunder or under the Servicing Agreement in a manner 



    	 	-39-	Co-Lender Agreement
(DDR JV Portfolio)




     


    

that may be adverse to the
interests of the other Holders, so long as such actions are in accordance with Accepted Servicing Practices and the other
terms of this Agreement, (ii) the Lead Note Holder shall have no liability whatsoever to the other Holders as a result of
such Lead Note Holder’s (or any Servicer’s or Trustee’s) exercise of such rights or any omission by such
Lead Note Holder (or any Servicer or Trustee) to exercise such rights, except as expressly provided herein or for acts or
omissions that are taken or omitted to be taken by such Lead Note Holder that constitute the gross negligence or willful
misconduct of such Lead Note Holder or a breach of this Agreement, and (iii) the Servicer and the Special Servicer shall (and
shall be required under the Servicing Agreement to) service and administer the Mortgage Loan on behalf of each Note A Holder
and the Note B Holder (as a collective whole) in accordance with Accepted Servicing Practices, taking into account the
interests of each Note A Holder and the Note B Holder; but in all cases giving due consideration to the fact that Note B is
subject and subordinate to each A Note in accordance with the terms of this Agreement. Each Note A Holder and the Note B
Holder agree that the Servicer, to the extent consistent with the terms of this Agreement (including, without limitation, Section 21)
and after the Lead Securitization Date subject to and in accordance with the Servicing Agreement, shall have the sole and
exclusive authority (in each case, subject to the Accepted Servicing Practices and the terms and conditions set forth in this
Agreement, including without limitation the rights of the Controlling Holder) with respect to the administration of, and
exercise of rights and remedies with respect to, the Mortgage Loan, including, without limitation, the sole and exclusive
authority (i) to modify or waive any of the terms of the Mortgage Loan Documents, (ii) to consent to any action or failure to
act by the Mortgage Loan Borrower or any party to the Mortgage Loan Documents, (iii) to vote all claims with respect to the
Mortgage Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect
the Holders’ interests with respect to the Mortgage Loan or to refrain from exercising any powers or rights under the
Mortgage Loan Documents, including the right at any time to call or waive any Events of Default, or accelerate or
refrain from accelerating the Mortgage Loan or institute any foreclosure action and in all cases acting in accordance with
Accepted Servicing Practices and the terms of this Agreement and the Servicing Agreement, and except as otherwise expressly
provided in this Agreement and the Servicing Agreement, the other Holders shall have no voting, consent or other rights
whatsoever with respect to the Lead Note Holder’s or Servicer’s administration of, or exercise of its rights and
remedies with respect to, the Mortgage Loan. Each Holder agrees that it shall have no right to, and hereby presently and
irrevocably assigns and conveys to the Lead Note Holder and the Servicer and the Special Servicer the rights, if any, that
such Holder has (i) to declare or cause the Lead Note Holder or the Servicer to declare an Event of Default under the
Mortgage Loan (ii) to exercise any remedies with respect to the Mortgage Loan, including, without limitation, filing or
causing the Lead Note Holder or the Servicer to file any bankruptcy petition against the Mortgage Loan Borrower or
(iii) to vote any claims with respect to the Mortgage Loan in any bankruptcy, insolvency or similar type of proceeding
of the Mortgage Loan Borrower. Each Holder shall, from time to time, execute such documents as the Lead Note Holder, the
Servicer or the Special Servicer shall reasonably request to evidence such assignment with respect to the rights described in clause (iii)
of the preceding sentence. Except when acting in the capacity of trustee or paying agent, the Lead Note Holder shall not have
any fiduciary duty to the other Holders in connection with the administration of the Mortgage Loan but shall in all events be
obligated to act in accordance with Accepted Servicing Practices. Each Holder expressly and irrevocably waives for itself and
any Person claiming through or under such Holder any and 



    	 	-40-	Co-Lender Agreement
(DDR JV Portfolio)




     


    

all rights that it may have under Section 1315 of the New York
Real Property Actions and Proceedings Law or the provisions of any similar law that purports to give a junior noteholder,
mortgagee or loan participant the right to initiate any loan enforcement or foreclosure proceedings.


(b)     Notwithstanding
anything to the contrary contained herein, the exercise by the Lead Note Holder (or any Servicer or the Trustee (if any)
acting on its behalf) of its rights under this Section 20 shall be subject in all respects to any
sections of the Servicing Agreement governing REMIC administration, and in no event shall the Lead Note Holder (or any
Servicer or the Trustee (if any) acting on its behalf) be permitted to take any action or refrain from taking any action
which would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents, be inconsistent with
Accepted Servicing Practices or violate any other provisions of the Servicing Agreement or cause the arrangement evidenced
hereby not to be treated as a “grantor trust” for Federal income tax purposes. The Lead Note Holder (or any
Servicer or the Trustee (if any) acting on its behalf) shall exercise such rights and powers described in this Section 20
on the understanding that the Lead Note Holder (or any Servicer or the Trustee (if any) acting on its behalf) shall
administer the Mortgage Loan in a manner consistent with the Servicing Agreement and this Agreement, provided that
neither the Lead Note Holder nor any Servicer or the Trustee (if any) acting on its behalf shall be liable to the other
Holders with respect to anything the Lead Note Holder or such Servicer or the Trustee (if any) may do or omit to do in
relation to the Mortgage Loan, other than as expressly set forth in this Agreement. Without limiting the generality of the
foregoing, the Lead Note Holder and any Servicer or the Trustee (if any) acting on its behalf may rely on the advice of legal
counsel, accountants and other experts (including those retained by the Mortgage Loan Borrower) and upon any written
communication or telephone conversation which the Lead Note Holder or such Servicer or the Trustee (if any) believes to be
genuine and correct or to have been signed, sent or made by the proper Person.


(c)     If
title to a Mortgaged Property is acquired for the benefit of the Holders in foreclosure, by deed-in-lieu of foreclosure or upon
abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of the Lead Note Holder
or its nominee (which shall not include any Servicer) on behalf of the Holders. The applicable Servicer, on behalf of the Holders,
shall dispose of any REO Property utilizing reasonable best efforts, consistent with Accepted Servicing Practices, to maximize
the proceeds of such disposal to the Holders (as a collective whole) if and when such Servicer determines, consistent with Accepted
Servicing Practices, that such disposal would be in the best economic interest of the Holders (as a collective whole). The applicable
Servicer shall (and shall be required under the Servicing Agreement to) manage, conserve, protect and operate each REO Property
for the Holders solely for the purpose of its prompt disposition and sale in accordance with Accepted Servicing Practices.


(d)     The
applicable Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement,
to do any and all things in connection with any REO Property as are consistent with Accepted Servicing Practices and the terms
of this Agreement, all on such terms and for such period as such Servicer deems to be in the best interests of Holders (as a collective
whole) and, in connection therewith, such Servicer shall only agree to the payment of management fees that are consistent with
general market standards or to terms that are more favorable to the Holders. The applicable Servicer shall (and shall be required
under the Servicing Agreement to) segregate and hold all revenues received by it with 



    	 	-41-	Co-Lender Agreement
(DDR JV Portfolio)




     


    

respect to any REO Property separate and
apart from its own funds and general assets and shall establish and maintain with respect to any REO Property a segregated custodial
account (each, an “REO Account”). The applicable Servicer shall (and shall be required under the Servicing Agreement
to) deposit or cause to be deposited in the REO Account within one Business Day after receipt all revenues received by it with
respect to any REO Property (other than Liquidation Proceeds, which shall be remitted to the Collection Account), and shall withdraw
therefrom funds necessary for the proper operation,


management and maintenance of such REO
Property and for other Costs with respect to such REO Property, including:


(i)     all
insurance premiums due and payable in respect of any REO Property;


(ii)    all
real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon;


(iii)   all
ground rents in respect of any REO Property;


(iv)   all
costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property; and


(v)     to
the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above
and the applicable Servicer has provided written notice of such shortfall to the Holders of the necessity to take actions pursuant
to this subsection (d), any expenditure associated with such actions taken by the applicable Servicer shall be payable
by the Holders at their option pursuant to Section 9.


(e)     The
applicable Servicer shall contract with an independent contractor, the fees and expenses of which shall be an expense of the Holders
and payable out of REO Proceeds, for the operation and management of any REO Property, within forty-five (45) days after the Holders’
acquisition thereof (unless the Holders approve otherwise), provided that:


(i)     the
terms and conditions of any such contract shall be reasonable and consistent with the terms of this Agreement and customary for
the area and type of property and shall not be inconsistent herewith;


(ii)     any
such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses incurred
in connection with the operation and management of such REO Property, including those listed above, and remit all related revenues
(net of such costs and expenses) to the applicable Servicer as soon as practicable, but in no event later than thirty (30) days
following the receipt thereof by such independent contractor;


(iii)    none
of the provisions of this subsection (e) relating to any such contract or to actions taken through any such independent
contractor shall be deemed to relieve the applicable Servicer of any of its duties and obligations to the Holders or the Lead Note
Holder on behalf of the Holders with respect to the operation and management of any such REO Property; and






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(iv)   the
applicable Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such REO Property.


(f)     The
applicable Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it
related to its duties and obligations hereunder for indemnification of such Servicer by such independent contractor, and
nothing in this Agreement shall be deemed to limit or modify such indemnification. When and as necessary, the applicable
Servicer shall send to the Holders a statement prepared by the applicable Servicer setting forth the amount of net income or
net loss, as determined for federal income tax purposes, resulting from the operation and management of a trade or business
on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt of any other amount not
constituting rents in respect of, any REO Property.


(g)     With
respect to any Specially Serviced Mortgage Loan or REO Property which the applicable Servicer has determined to sell in accordance
with Accepted Servicing Practices, the applicable Servicer shall deliver to the Holders an officers’ certificate to the effect
that, the applicable Servicer has determined to sell such Specially Serviced Mortgage Loan or REO Property in accordance with this
subsection (g). The applicable Servicer may then offer to sell to any Person the Specially Serviced Mortgage Loan which
is in Default or the REO Property (and shall on a monthly basis advise the Holders in writing of the status of such Specially Serviced
Mortgage Loan or REO Property) or, subject to the following sentence, purchase any such Specially Serviced Mortgage Loan or REO
Property (in each case at the Defaulted Mortgage Loan Purchase Price), but shall, in any event, so offer to sell any REO Property
no later than the time determined by the applicable Servicer to be sufficient to result in the sale of such REO Property within
the period specified in the REMIC Provisions. The applicable Servicer shall deliver such officers’ certificate and give the
Holders not less than ten (10) Business Days’ prior written notice of its intention to sell any Specially Serviced Mortgage
Loan or REO Property, in which case the applicable Servicer shall accept the highest offer received from any Person for the Specially
Serviced Mortgage Loan or any REO Property in an amount at least equal to the Defaulted Mortgage Loan Purchase Price or, at its
option, if it has received no offer at least equal to the Defaulted Mortgage Loan Purchase Price therefor, purchase the Specially
Serviced Mortgage Loan or REO Property at the Defaulted Mortgage Loan Purchase Price.


(h)     In
the absence of any such offer at the Defaulted Mortgage Purchase Price, or purchase by the applicable Servicer at the Defaulted
Mortgage Purchase Price, such Servicer shall accept the highest offer received from any Person that is determined by such Servicer
to be a fair price for such Specially Serviced Mortgage Loan or REO Property; provided that the Lead Note Holder (or the
applicable Servicer, if the applicable Servicer or any Affiliate of the applicable Servicer is not an offeror) shall be entitled
to engage, at the expense of the Holders, an Appraiser to determine whether the highest offer is a fair price. Notwithstanding
anything to the contrary herein, neither the Mortgage Loan Borrower nor any Mortgage Loan Borrower Related Party may make an offer
or purchase any Specially Serviced Mortgage Loan or any REO Property pursuant hereto.






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(i)     The
applicable Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if
the applicable Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in
the best interests of the Holders as a collective whole. In addition, the applicable Servicer may accept a lower offer if it
determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of
the Holders as a collective whole (for example, if the prospective buyer making the lower offer is more likely to perform its
obligations, or the terms offered by the prospective buyer making the lower offer are more favorable), provided that the
offeror is not the applicable Servicer or an Affiliate of the applicable Servicer. The applicable Servicer shall in no event
sell the Specially Serviced Mortgage Loan or the REO Property other than for cash.


(j)     Subject
to the other provisions of this Section 20, the applicable Servicer shall act on behalf of the Holders in negotiating
and taking other action necessary or appropriate in connection with the sale of a Specially Serviced Mortgage Loan or REO Property,
including the collection of all amounts payable in connection therewith. Any sale of a Specially Serviced Mortgage Loan or REO
Property shall be without recourse to, or representation or warranty by, any Servicer or any Holder, and, if such sale is consummated
in accordance with the duties of the applicable Servicer pursuant to the terms of this Agreement, no such Person who so performed
shall have any liability to any Holders with respect to the purchase price therefor accepted by the applicable Servicer.


(k)     The
proceeds of any sale of the Specially Serviced Mortgage Loan or REO Property after deduction of the direct out-of-pocket expenses
of such sale incurred in connection therewith shall be promptly, and in any event within one (1) Business Day following receipt
thereof, deposited in the Collection Account. Within thirty (30) days after the sale of the REO Property, the applicable Servicer
shall provide to the Holders a statement of accounting for such REO Property, including without limitation, (i) the date of disposition
of the REO Property, (ii) the gross sales price, the selling and other expenses and the net sales price, (iii) accrued interest
on the Note A Principal Balance at the applicable Note A Interest Rate, and on the Note B Principal Balance at the applicable Note
B Interest Rate calculated from the date of acquisition to the disposition date, and (iv) such other information as the Holders
may reasonably request. The applicable Servicer shall file information returns regarding the abandonment or foreclosure of a Mortgaged
Property with the Internal Revenue Service at the time and in the manner required by the Code.


(l)     The
provisions of subsections (c) through (k) of this Section 20 shall be of no further force and effect
from and after the Lead Securitization Date, and the analogous provisions of the Servicing Agreement shall control.


21.     Certain
Powers of the Controlling Holder. The following provisions shall apply during the term of this Agreement:


(a)     The
Controlling Holder shall be entitled to appoint (or act as) a “directing lender” (the “Directing Holder”)
with respect to the Mortgage Loan and to exercise the rights and powers granted to the Directing Holder and the Controlling Holder
hereunder and under the 



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Servicing Agreement (such designation to be made by written notice to the Lead Note Holder); provided
that if the Mortgage Loan Borrower or any Mortgage Loan Borrower Related Party owns any portion of Note B, the ownership interests
of such Person shall be deemed to equal zero for the purposes of determining which owners can vote to elect the Directing Holder;
and provided, further, that in no event may the Mortgage Loan Borrower or any Mortgage Loan Borrower Related Party
serve as the Directing Holder. Such designation shall remain in effect until it is revoked by the Controlling Holder by a writing
delivered to each of the other parties hereto.


(b)     Notwithstanding
anything to the contrary contained herein (but subject to Section 21(d)), the Lead Note Holder shall,
prior to taking any Major Decision, be required to notify in writing the Directing Holder of any proposal to take any of such actions
(and to provide the Directing Holder with such information requested by such Directing
Holder as may be necessary in the reasonable judgment of such Directing Holder in order to make a judgment) and to receive the
written approval of the Directing Holder (which approval may be withheld in its sole discretion);


(c)     If
the Directing Holder fails to notify the Lead Note Holder of its approval or disapproval
of any such Major Decision within ten (10) Business Days after delivery to the Directing Holder by the Lead Note Holder
of written notice (“Action Notice”)
of such a Major Decision together with any information requested by the Directing Holder pursuant to this Section
21(b) or Section 21(c), then if the Directing Holder fails to approve or reject
the Major Decision within such ten (10) Business Day period, the Directing Holder’s approval will be deemed to have been
given for such Major Decision. Notwithstanding the foregoing, any amounts funded by any Holder under the Mortgage Loan Documents
as a result of (1) the making of any protective Advances or (2) interest accruals or accretions and any compounding thereof (including
default interest) with respect to the Notes shall not at any time be deemed to require prior notice to the Directing Holder (except
as otherwise expressly required by this Agreement) or otherwise contravene this subsection. To the extent the Mortgage Loan Borrower
requests or the Servicer or Special Servicer structures, as part of a workout or otherwise, an extension of the Mortgage Loan for
two or more years beyond the Maturity Date, the Servicer or Special Servicer, as applicable, shall obtain the prior written consent
of the Lead Note Holder (in the same manner as the Directing Holder) in addition to the consent of the Directing Holder. The provisions
of Section 21(c) shall be of no further force and effect from and after the Lead Securitization Date, and the analogous
provisions of the Servicing Agreement shall control.


(d)     With
respect to any proposed action requiring consultation with or approval of the Directing Holder pursuant to Section 21(b),
the Lead Note Holder shall prepare a summary of such proposed action and an analysis of whether or not such action is reasonably
likely to produce a greater recovery on a present value basis than not taking such action, setting forth the basis on which the
Lead Note Holder made such determination, and shall promptly provide to each Holder copies of such summary and any other material
documents and items reasonably necessary to make such determination by hard copy or electronic means on a timely basis. If any
such proposed action is disapproved by the Directing Holder, the Servicer shall propose an alternate action (based on any counter-proposals
received from the Directing Holder, to the extent such counter-proposal is consistent with Section 21(d) or, if no
such counter-proposal is received by the Servicer when the disapproval of the Directing Holder is delivered to the Servicer, then
based on any alternate course 



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of action that the Lead Note
Holder may deem appropriate) until the approval of the Directing Holder is obtained; provided that if the Servicer and
Directing Holder do not agree on a proposed course of action within sixty (60) days after the date on which the Servicer
first proposed a course of action and the counter-proposals received from the Directing Holder would, in the judgment of the
Special Servicer, be permitted to be ignored by the Special Servicer in accordance with clause (d) below), then
after giving due consideration (subject to Section 21(d) hereof) to the alternatives and counterproposals, if
any, provided by the Directing Holder the Lead Note Holder shall take such action as it deems appropriate in accordance with
Accepted Servicing Practices. Notwithstanding the foregoing, if in accordance with Accepted Servicing Practices, (i) the Lead
Note Holder determines that emergency action is necessary to protect a Mortgaged Property or the interests of the Holders (as
a collective whole) at a time earlier than the time that such Servicer would otherwise be entitled to take such action
pursuant to this Section 21(c) or otherwise under this Agreement and (ii) such action requires consultation with
and/or consent of the Directing Holder, then it shall contact the Directing Holder (by
telephone, email or fax) promptly and shall discuss (unless the Directing Holder shall fail to respond in a reasonable time
frame under the circumstances) the proposed action with such Directing Holder and, if the consent of the Directing Holder
would ordinarily be required, attempt to reach agreement within the revised time frame prior to taking the proposed action,
but shall be entitled to take the necessary emergency action within the necessary time frame regardless of whether it
has been able to contact or obtained the agreement of the Directing Holder. If such
emergency action is taken, the Lead Note Holder will promptly notify the Directing
Holder of the action so taken, the Servicer’s reasons for determining that immediate action was necessary and how the
action differs from the proposed actions, if any, that had theretofore been approved by the Directing Holder. The
provisions of Section 21(d) shall be of no further force and effect from and after the Lead Securitization Date, and
the analogous provisions of the Servicing Agreement shall control.


(e)     Notwithstanding
anything herein to the contrary, no advice, direction or objection from or by the Directing Holder, as contemplated by this Section 21,
or no advice, direction or objection, if any, from or by any Non-Controlling Holder, may (and the related Holder shall ignore and
act without regard to any such advice, direction or objection that such Holder (or Servicer on its behalf) has determined, in its
reasonable, good faith judgment, would): (A) require or cause such Holder to violate applicable law, the terms of the Mortgage
Loan Documents or any section of this Agreement or any Servicing Agreement, including such Servicer’s obligation to act in
accordance with Accepted Servicing Practices, (B) result in the imposition of federal income tax on any Securitization Trust, cause
any REMIC to fail to qualify as a REMIC, (C) expose any Securitization Trust, any certificateholder of any related Securitization,
the Depositor or the depositor of any Non-Lead Securitization, the Holders, the Servicer,
the Trustee or the trustee of any Non-Lead Securitization, the Certificate Administrator or any certificate administrator of any
Non-Lead Securitization, the Operating Advisor or the operating advisor of any Non-Lead Securitization or their respective Affiliates,
members, managers, officers, directors, employees or agents, to any material claim, suit or liability or (D) materially expand
the scope of the Servicer’s responsibilities under this Agreement or the related Servicing Agreement.


(f)     No
Controlling Holder or Directing Holder shall owe any fiduciary duty to the Trustee, any Servicer, any Special Servicer, any certificateholder
in any Securitization, or the 



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other Holders. No Controlling
Holder or Directing Holder shall have any liability to any the Trustee, any Servicer, any Special Servicer, any
certificateholder in any Securitization or the other Holders for any action taken, or for refraining from the taking of any
action or the giving of any consent or for errors in judgment. By its acceptance of a Note in the Mortgage Loan, each Holder
shall be deemed to have confirmed its understanding that (i) a Directing Holder may take or refrain from taking actions that
favor the interests of the related Controlling Holder or its affiliates over the other Holder, (ii) a Controlling Holder may
take or refrain from taking actions (or cause the related Directing Holder to take or refrain from taking actions) that favor
its interest or the interests of its affiliates over the other Holder, (iii) that a Controlling Holder or Directing Holder
may have special relationships and interests that conflict with the interest of the other Holder and shall be deemed to have
agreed to take no action against a Controlling Holder, a Directing Holder or any of their officers, directors, employees,
principals or agents as a result of such a special relationships or conflicts, (iv) that no Controlling Holder shall be
liable by reason of its having acted or refrained from acting solely in its interest or in the interest of its affiliates,
and (v) that no Directing Holder shall be liable by reason of its having acted or refrained from acting solely in the
interests of the related Controlling Holder or its affiliates.


(g)     The
Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer
then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu thereof. Any such replacement
Special Servicer shall be a Qualified Servicer in accordance with this Section 21(g). The Directing Holder shall designate
a Person to serve as Special Servicer by delivering to the Non-Controlling Holders, the Servicer and the then existing Special
Servicer a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement
(including a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), and by delivering to any Holder
that is a Non-Lead Securitization a Rating Agency Confirmation with respect to any rated securities issued in such Non-Lead Securitization.
The Directing Holder shall promptly pay any expenses incurred by the Lead Note Holder in connection with such replacement. The
Directing 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 21(g). The fees payable to any replacement
Special Servicer contemplated in this Section 21(g) at any time, following the Lead Securitization, when the Lead Securitization
Servicing Agreement is no longer in effect, shall be at then market rates for such services. Upon the occurrence of the Lead Securitization
governing the servicing of the Mortgage Loan, the initial Special Servicer designated in the applicable Lead Securitization Servicing
Agreement shall serve as the initial Special Servicer. If a Servicer Termination Event on the part of the Special Servicer has
occurred that affects the Non-Controlling Holder, the Non-Controlling Holder shall have the right to direct the Trustee (or at
any time that the Mortgage Loan is no longer included in a Securitization, the Controlling Holder) to terminate the Special Servicer
under the applicable Servicing Agreement solely with respect to the Mortgage Loan pursuant to and in accordance with the terms
of the Servicing Agreement. The Controlling Holder and the Non-Controlling Holder acknowledge and agree that any successor special
servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at the Non-Controlling
Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was so terminated without the prior written
consent of the Non-Controlling Holder.






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Notwithstanding the
foregoing, the Controlling Holder agrees and acknowledges that the Lead Securitization Servicing Agreement may contain provisions
such that the Special Servicer could be terminated under the Lead Securitization Servicing Agreement based on a recommendation
by the Operating Advisor if (A) the Operating Advisor determines, in its sole discretion exercised in good faith, that (1) the
Special Servicer has failed to comply with Accepted Servicing Practices and (2) a replacement of the Special Servicer would be
in the best interest of the holders of certificates issued under the Lead Securitization Servicing Agreement (as a collective
whole) and (B) an affirmative vote of requisite certificate holders is obtained. The Controlling Holder will retain its right
to remove and replace the Special Servicer, but the Controlling Holder may not restore a Special Servicer that has been removed
in accordance with the preceding sentence.


(h)     Notwithstanding
the foregoing, within ten (10) Business Days after receipt by the Note B Holder of notice indicating that the Note B Holder is
no longer the Controlling Holder, the Note B Holder may, at its option, post with the Lead Note Holder (a) cash collateral
for the benefit of, and reasonably acceptable to the Lead Note Holder or (b) a Letter of Credit (in each case, if there has
been a Securitization, together with documentation reasonably acceptable to the Lead Note Holder to create and perfect a first
priority security interest in favor of the Securitization in such collateral) (to be held by the Lead Note Holder in a segregated
securities account solely and exclusively in the name of each Note A Holder, meeting the Rating Agency criteria for an “eligible
account” on behalf of each Note A Holder) in an amount which, when added to and for this purpose considered a part of the
appraised value of the Mortgaged Properties, will cause the Note B Holder to remain the Controlling Holder (such cash or Letter
of Credit, “Reserve Collateral”). The Note B Holder may make such election upon written notice to the Lead
Note Holder of its intention to post Reserve Collateral, and upon notifying the Lead Note Holder of such intention, the Note B
Holder shall post such Reserve Collateral as quickly as practicable (but in no event more than three (3) Business Days following
the receipt of the above notice) by delivering such Reserve Collateral to the Lead Note Holder. The Note B Holder shall grant
to and create in favor of each Note A Holder a first priority perfected pledge and security interest in the Reserve Collateral
in a manner reasonably satisfactory to the Lead Note Holder. The Note B Holder shall provide an opinion to the Lead Note
Holder, in form and substance and from counsel reasonably acceptable to the Lead Note Holder, regarding the validity, perfection
and priority of each Note A Holder’s interest in any Reserve Collateral. In addition, the Note B Holder shall pay or cause
to be paid any and all reasonable out of pocket costs and expenses incurred by each Note A Holder (and any servicing party on
its behalf) associated with the delivery and/or pledge of such Reserve Collateral, including the costs and expenses of any opinion
of counsel. Upon the posting of such Reserve Collateral and satisfaction of the other conditions set forth above, the Note B Holder
may exercise all of the rights of the Controlling Holder hereunder; provided, however, that such posting of such
collateral and such satisfaction of conditions will not prevent the Note B Holder from losing its status as the Controlling Holder
again (provided that such collateral shall be taken into account in determining the Mortgaged Properties’ value when calculating
whether the Note B Holder is the Controlling Holder), in which event the foregoing provisions of this paragraph will not again
apply and the Note B Holder may not again post Reserve Collateral. Any Reserve Collateral must be treated as an “outside
reserve fund” for purposes of the REMIC provisions of the Internal Revenue Code of 1986, as amended, and such property (and
the right to reimbursement of any amounts with respect thereto from a REMIC) will be beneficially owned by the Note B Holder,
who will be taxed on all income with respect thereto. The 



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provisions of Section 21(h) will be of no further force and effect
from and after the Lead Securitization Date.


(i)     Following
a Final Recovery Determination with respect to the Mortgage Loan and application of all proceeds of the liquidation of the Mortgage
Loan, a Mortgaged Property or any REO Property, the Lead Note Holder may draw on or liquidate the Reserve Collateral and apply
the proceeds thereof to reimburse each Note A Holder for any Trust Fund Expense or Realized Loss borne or experienced by each Note
A Holder, plus interest thereon from the date such Trust Fund Expenses or Realized Loss was borne or experienced to the date of
reimbursement. Within ten (10) Business Days following such Final Recovery Determination and application, the Lead Note Holder
shall pay any remaining portion of such proceeds of the Reserve Collateral to the Note B Holder. The provisions of Section 21(i)
shall be of no further force and effect from and after the Lead Securitization Date.


(j)     Notwithstanding
the foregoing, if a Letter of Credit is posted as Reserve Collateral, then Note B Holder shall provide a replacement Letter of
Credit from an Approved Bank in form and substance satisfactory to the Lead Note Holder and each of such Rating Agencies (i) at
least fifteen (15) Business Days before the expiration of the delivered Letter of Credit, and (ii) if the issuer of such Letter
of Credit is at any time not an Approved Bank, within five (5) Business Days following written notice from the Lead Note Holder
to such effect. If the Note B Holder does not effect such a replacement within the periods set forth in the preceding sentence,
the Lead Note Holder shall be entitled immediately thereupon to draw on such Letter of Credit to the full extent of the amount
then remaining available thereunder, in which case the Lead Note Holder shall hold the proceeds of such draw as Reserve Collateral
and may hold and apply such Reserve Collateral in the manner and for the purposes otherwise set forth above and below. The provisions
of Section 21(j) will be of no further force and effect from and after the Lead Securitization Date.


22.     Further
Assurances. Each Holder acknowledges and agrees that each Holder may sell all or any portion of its respective Note, subject
to the rights of the other Holders and the terms of this Agreement, and the related Mortgage Loan Documents in connection with
the related Securitization. At the request and at the sole cost and expense of a requesting Holder, and to the extent not already
required to be provided by the other Holders under this Agreement, each Holder shall reasonably cooperate with such requesting
Holder and take such steps as may be reasonably required by such requesting Holder or any Rating Agency in order to satisfy the
market standards to which the requesting Holder customarily adheres or which may be reasonably required by the Rating Agencies
in connection with the related Securitization. Such cooperation shall include, without limitation, each Holder’s agreement
to:


(a)     execute
such amendments to this Agreement as may be requested by the requesting Holder or the Rating Agencies to effect the related Securitization,
provided that no such amendments shall materially and adversely affect any of the rights or remedies granted to the Note
B Holder hereunder (including, without limitation, the timing and amount of payment and the rights granted to a “Controlling
Holder” or “Directing Holder”) or increase the obligations of such Holder hereunder;






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(b)     cooperate
with the reasonable requests from third-party service providers engaged by the requesting Holder to obtain, collect, and deliver
information requested or required by such Note A Holder or the Rating Agencies in connection with the Holders, the Notes or the
Mortgage Loan; and


(c)     execute
amendments to the Mortgage Loan Documents to further sever the Notes.


No Holder shall take
any action or refrain from taking any action that would violate any law of any applicable jurisdiction, would be inconsistent with
the Accepted Servicing Practices or would violate the REMIC Provisions of the Servicing Agreement or any other provision of this
Agreement.


23.     Reserved.


24.     No
Pledge or Loan. This Agreement shall not be deemed to represent a pledge of any interest in the Mortgage Loan by the Note A
Holders to the Note B Holder, or a loan from the Note B Holder to the Note A Holders. The Note B Holder shall not have any interest
in any property taken as security for the Mortgage Loan; provided, however, that if any such property or the proceeds
thereof shall be applied in respect of payments due under the Mortgage Loan, then the Note B Holder shall be entitled to receive
its share of such application in accordance with the terms of this Agreement and/or the Servicing Agreement. The Holders acknowledge
and agree that the Mortgage Loan represents a single “claim” under Section 101 of the Bankruptcy Code, and that
the Note B Holder shall not be a separate creditor of the Mortgage Loan Borrower under the Bankruptcy Code.


25.     Governing
Law; Waiver of Jury Trial. THIS AGREEMENT AND THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY
WITHIN SUCH STATE. 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.


26.     Modifications.
This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by the parties hereto.
The party seeking modification of this Agreement shall be solely responsible for any and all reasonable expenses that may arise
in order to modify this Agreement. Additionally, from and after a Securitization, the Holders shall not amend or modify this Agreement
without first receiving (i) an opinion of counsel experienced in REMIC matters that such amendment or modification, in and of itself,
would not adversely affect the REMIC status of the Mortgage Loan or this Agreement, and (ii) a Rating Agency Confirmation, except
that no Rating Agency Confirmation shall be required in connection with a modification (x) prior to the Lead Securitization Date,
(y) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provisions
herein or with the Servicing Agreement, or (z) 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, and (iii) if such modification, cancellation
or termination would adversely affect the 



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rights or materially affect the duties of any Servicer or Trustee, the written consent
of such affected party.


27.     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; provided that no successors or assigns of any Initial Note A Holder shall have
any liability for a breach of representation or warranty set forth in this Agreement (including Exhibit C). Each Servicer
and Trustee (if any) is an intended third-party beneficiary of this Agreement. Except as provided in Section 8 and the preceding
sentence, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto
or a successor or assign of a party hereto.


28.     Counterparts.
This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the
same instrument.


29.     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.


30.     Notices.
All notices required hereunder shall be given by (i) telephone (confirmed in writing) or shall be in writing and personally delivered,
(ii) sent by facsimile transmission if the sender on the same day sends a confirming copy of such notice by reputable overnight
delivery service (charges prepaid), (iii) reputable overnight delivery service (charges prepaid) or (iv) certified United States
mail, postage prepaid return receipt requested, and addressed to the respective parties at their addresses set forth on Exhibit
B hereto, or at such other address as any party shall hereafter inform the other party by written notice given as aforesaid.
All written notices so given shall be deemed effective upon receipt or, if mailed, upon the earlier to occur of receipt or the
expiration of the fourth (4th) day following the date of mailing.


31.     Note
Holder’s Access to Information. The Lead Note Holder shall provide to the other Holders and, after the Lead Securitization
Date, the Lead Securitization Servicing Agreement shall provide that such other Holders shall have access to, upon written request
to the Servicer or the Trustee, as applicable, subject to any restrictions on the distribution of such information contained in
the Lead Securitization Servicing Agreement, (a) a summary of the current status of principal and interest payments on the Mortgage
Loan, (b) copies of the Mortgage Loan Borrower’s current financial statements, to the extent in the Servicer’s possession,
(c) the most recent appraisals, if any, as to the value of the Mortgaged Properties, to the extent in the Servicer’s possession,
(d) a copy of the Lead Securitization Servicing Agreement, (e) copies of any Default or acceleration notices sent to the Mortgage
Loan Borrower with respect to the Mortgage Loan and all material correspondence related thereto, (f) material notices delivered
to any Servicer by the Mortgage Loan Borrower, (g) copies of each other report provided to the Certificateholders in accordance
with the express terms of the Lead Securitization Servicing Agreement (but only to the extent such other reports relate to the
Mortgage Loan or the Mortgage Loan Borrower), and (h) other information with respect to the Mortgage Loan Borrower or the
Mortgage Loan, reasonably requested by such other Holder, to the extent required to be provided by the Servicer 



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under the Lead
Securitization Servicing Agreement and in the Servicer’s possession or reasonably obtainable by the Servicer, in each case
at the sole cost and expense of such other Holder, to the extent not included in the regular fees and charges of the Servicer,
(with respect to all out-of-pocket and the reasonable administrative and photocopying costs of the Servicer).


32.     Custody
of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than Note A-2 and Note B) will be held
by the Lead Note Holder on behalf of each of the other Holders, or, following the Lead Securitization Date, shall be held by the
Servicer, Trustee or custodian on its behalf, or other applicable Person under the Lead Securitization Servicing Agreement.


33.     Statement
of Intent. It is the intention of the parties hereto that, for purposes of federal income taxes, state and local income
and franchise taxes and any other taxes imposed upon, measured by or based upon gross or net income, this Agreement shall be
treated as a grantor trust. The terms of this Agreement shall be interpreted to further this intention of the parties. The
parties hereto agree that, unless otherwise required by appropriate tax authorities, the Lead Note Holder shall file or cause
to be filed annual or other necessary returns, reports and other forms consistent with such intended characterization. Each
other Holders, by its acceptance of its interest herein, agrees, unless otherwise required by appropriate tax authorities, to
file its own tax returns and reports in a manner consistent with such characterization. If the Internal Revenue Service were
to characterize this Agreement as a partnership for federal income tax purposes, then each such other Holders authorizes and
directs the Lead Note Holder to elect out of partnership accounting pursuant to Treasury Regulation 1.761-2, and agrees to
file its own tax returns and reports in a manner consistent therewith.


34.     Powers.
Except as expressly provided herein, the grantor trust created pursuant to this Agreement will not engage in any activity that
is inconsistent with the classification of this arrangement as a grantor trust for federal income tax purposes. Further, this grantor
trust shall not (a) acquire any additional assets or (b) modify (or agree to the modification of) or dispose of its assets other
than pursuant to the terms hereof. The grantor trust shall take no action (or fail to take any action) that will cause it to be
classified as other than a grantor trust for federal income tax purposes.


35.     Servicing
of the Loan. Pursuant to this Agreement or the Lead Securitization Servicing Agreement, the Master Servicer (whose identity
may change from time to time as provided in this Agreement or the Servicing Agreement) will be appointed as the servicer of the
Mortgage Loan. Pursuant to the Lead Securitization Servicing Agreement, the Special Servicer will be appointed as the special servicer
of the Mortgage Loan. The parties agree that the Servicers shall service the Mortgage Loan on behalf of the Holders. Prior to the
Lead Securitization Date, the Lead Note Holder shall have the right to appoint and remove the Interim Servicer with or without
cause under this Agreement and from and after the Lead Securitization Date, the Lead Note Holder shall have the right to appoint
and remove the Master Servicer in accordance with the terms of the Lead Securitization Servicing Agreement. The Lead Note Holder
has appointed KeyBank National Association to serve as the initial Interim Servicer. All rights and obligations of the Lead Note
Holder described hereunder may be exercised by the Servicer and/or the Special Servicer (except as set forth in the preceding sentence)
and, to the extent 



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applicable, the Certificate Administrator, the Trustee or the paying agent on behalf of the Lead Note Holder
and the other Holders agree to cooperate with any such Persons with respect to its exercise of such rights and obligations.


36.     Registration
of Transfers. The Lead Note Holder shall maintain a register on which it shall record the names and addresses of, and wire
transfer instructions for, the Holders from time to time, to the extent such information is provided in writing to it by any other
Holders. Any transfer of a Note hereunder shall be recorded on such register. The transferring Holder (or the transferee) shall
reimburse the Lead Note Holder for the Lead Note Holder’s reasonable third party out-of-pocket costs and expenses (including
reasonable attorneys’ fees and disbursements) incurred in connection with the terms of this Section 36.


37.     Non-Recourse
Obligations of the Holders. Notwithstanding anything to the contrary contained herein or the Servicing Agreement (but
subject to Section 10 and Section 40 hereof), no Holder shall be personally liable hereunder or under the
Servicing Agreement other than to the extent of cash, property or other value realized or derived from its Note either (i)
prior to its disbursement and receipt by the Holder or (ii) after its receipt by the Holder under the circumstances and to
the extent provided under Section 8(b) hereof.


38.     Termination.
This Agreement and the respective obligations and responsibilities under this Agreement of the parties hereto shall terminate upon
(a) mutual agreement by the parties hereto, evidenced in writing; (b) thirty (30) days after each of the Notes is paid in full;
or (c) payment (or provision for payment) to the Holders of all amounts held by or on behalf of the Servicer and required under
the Servicing Agreement, to be so paid on the last Remittance Date following final payment or other liquidation (or any advance
with respect thereto) of the Mortgage Loan or the Mortgaged Properties; provided, however, that in no event shall
the arrangement created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


39.     Withholding
Taxes.


(a)     If
the Lead Note Holder or the Mortgage Loan Borrower is required by law to deduct and withhold Taxes from interest, fees or other
amounts payable to the other Holders with respect to the Mortgage Loan as a result of such Holder constituting a Non-Exempt Person,
the Servicer may do so with respect to such Holder’s interest in such payment (all withheld amounts being deemed paid to
such Holder), provided that the Servicer shall furnish such 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 Holder to seek any allowable
credits or deductions for the Taxes so withheld in each jurisdiction in which such Holder is subject to tax.


(b)     Each
Holder shall and hereby agrees to indemnify the Lead Note Holder (or any Servicer on its behalf) against and hold the Lead Note
Holder (or any Servicer on its behalf) harmless from and against any Taxes, interest, penalties and attorneys’ fees and disbursements
arising or resulting from any failure of the Lead Note Holder (or any Servicer on its behalf) to 



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withhold Taxes from payment made
to such Holder in reliance upon any representation, certificate, statement, document or instrument made or provided by such Holder
to the Lead Note Holder in connection with the obligation of the Lead Note Holder (or any Servicer on its behalf) to withhold Taxes
from payments made to such Holder, it being expressly understood and agreed that (i) the Lead Note Holder may accept and rely on
any such representation, certificate, statement, document or instrument as being true and correct in all respects 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 Holder shall, upon request of the Lead Note Holder and at its sole cost and expense, defend any claim or action
relating to the foregoing indemnification using counsel reasonably satisfactory to the Lead Note Holder.


(c)     Each
Holder represents to the Lead Note Holder (for the benefit of the Mortgage Loan Borrower) that it is not a Non-Exempt Person
and that neither the Lead Note Holder nor the Mortgage Loan Borrower is obligated under applicable law to withhold Taxes on
sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement. Contemporaneously with the
execution of this Agreement and from time to time as necessary during the term of this Agreement, each Holder shall deliver
to the Lead Note Holder evidence satisfactory to the Lead Note Holder substantiating that it is not a Non-Exempt Person and
that the Lead 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, (a) if a 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 Note Holder an Internal Revenue Service Form W-9 and (b) if
a 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 Holder shall satisfy the requirements of the preceding
sentence by furnishing to the Lead Note Holder Internal Revenue Service Form W-8ECI, Form W-8BEN or Form W-8BEN, as
applicable, or successor forms, as may be required from time to time, duly executed by such Holder, as evidence of such
Holder’s exemption from the withholding of United States tax with respect thereto. The Lead Note Holder shall not be
obligated to make any payment hereunder to each other Holder in respect of its Note or otherwise until such Holder shall have
furnished to the Lead Note Holder the requested forms, certificates, statements or documents.


40.     Cooperation
in Securitization; Re-Sizing of A Note; Provisions Relating to Securitization.


(a)     In
connection with the Lead Securitization or any Non-Lead Securitization, Note B Holder hereby consents to the inclusion in any disclosure
document relating to the Lead Securitization or such Non-Lead Securitization of the identity of the Note B Holder and the identification
of other Persons that control Note B (other than the identification of its limited partners or other non-controlling investors).
The Note B Holder covenants and agrees that in the event any A Note is to be included as an asset of the Lead Securitization or
any Non-Lead Securitization, the Note B Holder shall, at the related Initial Note A Holder’s sole cost and expense (including,
without limitation, attorneys’ fees and disbursements reasonably incurred by the Note B Holder) and request, (i) meet with
representatives of the Rating Agencies to discuss the business and operations of the 



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Note B Holder, (ii) cooperate with the reasonable
requests of each Rating Agency and such Initial Note A Holder in connection with the Lead Securitization or such Non-Lead Securitization,
as well as in connection with all other matters and the preparation of any offering documents thereof and (iii) review and respond
promptly with respect to any information (except as permitted above) relating to the Note B Holder in the Lead Securitization or
such Non-Lead Securitization document.


(b)     Notwithstanding
any other provision of this Agreement, for so long as Column or any affiliate of Column (an “Initial
Holder”) is the owner of an A Note (each, an “Owned Note”), such Initial Holder 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 an Owned
Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate
principal amount equal to the then outstanding principal balance of such 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 such
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 New Notes pay pro rata and on a pari passu basis and such reallocated or
component notes shall be automatically subject to the terms of this Agreement, (iv) the Initial Holder holding the New Notes
shall notify the Lead Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee
in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does
not violate Accepted Servicing Practices. If the Lead Note Holder so requests, the Initial Holder 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. In connection with the foregoing (provided the conditions set forth in clauses (i) through (v)
above are satisfied, with respect to clauses (i) through (iv), as certified by the applicable Initial
Holder, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed
to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders solely
for the purpose of reflecting such reallocation of principal.


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


(i)     the
Master Servicer, Special Servicer and Trustee for such Lead Securitization shall be required to notify the master servicer, special
servicer and trustee under each Non-Lead Servicing Agreement of the amount of any P&I Advance it has made with respect to
any of Note A-1, Note A-2 or Note B or Property Advances it has made with respect to the Mortgaged Properties within two Business
Days of making any such advance;


(ii)     if the Master Servicer determines that a proposed P&I Advance
or Property Advance, if made, or any outstanding P&I Advance or Property Advance previously made, would be, or is, as applicable,
a “nonrecoverable advance,” the Master Servicer shall



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provide the servicers under any Non-Lead Servicing Agreement written notice of such determination within two Business Days
after such determination was made;


(iii)    the
Master Servicer shall remit all payments received during the related Collection Period with respect to Note A-2, net of the Servicing
Fee payable with respect to each such Note, and any other applicable fees and reimbursements payable to the Master Servicer, the
Special Servicer and the Trustee, to the Holders of such Notes on or prior to the Remittance Date;


(iv)   on
a monthly basis, with respect to each other Note that is held by a Non-Lead Securitization, the Master Servicer shall make available
CREFC® Reports (except the CREFC® Bond Level File, the CREFC® Collateral Summary
File, the CREFC® Special Servicer Loan File, the CREFC® Operating Statement Analysis Report and
the CREFC® NOI Adjustment Worksheet) available pursuant to the terms of the Lead Securitization Servicing Agreement;


(v)    the
Master Servicer and Special Servicer shall provide to the Holder of Note A-2 all documents, certificates, instruments, notices,
reports, operating statements, rent rolls and other information regarding the Mortgage Loan provided to the “Controlling
Class Representative” (or analogous term) as such term is defined in the Lead Securitization Servicing Agreement at the
time provided to such other party;


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


(vii)    the
Holder of Note A-2 shall be entitled to the same indemnity with respect to the Mortgage Loan as the Lead Note Holder and Note
B is provided with respect to the Mortgage Loan under the Lead Securitization Servicing Agreement; the Master Servicer, any primary
servicer, the Special Servicer, the trustee, the certificate administrator and operating advisor shall be required to indemnify
each “certification party” and the depositors under each Non-Lead Servicing Agreement related to any public Non-Lead
Securitization to the same extent that they indemnify the Lead Securitization “certification party” and depositor
for their failure to deliver the items in clause (viii) below in a timely manner and for any Deficient Exchange Act
Deliverable (as defined in the Lead Securitization Servicing Agreement or any similar term thereto) regarding, and delivered by
or on behalf of, such party;


(viii)    with respect to any Non-Lead Securitization that is subject to following
reporting requirements under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934 (including Rule 15Ga-1),
as amended, and Regulation AB, (a) the Master Servicer, any primary servicer, the Special Servicer and the Trustee, certificate
administrator or other party acting as custodian under the Lead Securitization Servicing



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Agreement shall be required
to (1) deliver (and shall be required to cause each other servicer and servicing function participant (within the meaning of
Items 1123 and 1122, respectively, of Regulation AB) retained or engaged by it to deliver), in a timely manner, the reports,
certifications, compliance statements, accountants’ assessments and attestations, information to be included in reports
(including, without limitation, Form 15G, Form 10K, Form 10D, Form 8K), and other materials specified in each of the Non-Lead
Servicing Agreements as the parties to the applicable Non-Lead Securitization may require in order to comply with their
obligations under the Securities Act of 1933, as amended, Securities Exchange Act of 1934 (including Rule 15Ga-1), as
amended, and Regulation AB, and any other applicable law, and (2) to the extent applicable, to cooperate with any depositor
in a Non-Lead Securitization in responding to comments from the Commission regarding any materials provided by such party in
the immediately preceding clause (1), and (b) without limiting the generality of the foregoing, the Depositor for
the Lead Securitization shall provide in a timely manner to the depositor and the trustee for any Non-Lead Securitization a
copy of the Lead Securitization Servicing Agreement and each of the Master Servicer, the Special Servicer, Trustee,
certificate administrator or other party acting as custodian for the Lead Securitization will be required to provide to the
depositor, at the expense of the requesting party, and the trustee for any Non-Lead Securitization, any other disclosure
information required pursuant to Regulation AB or the Securities Exchange Act of 1934, as amended, in a timely manner for
inclusion in any disclosure document or Form 8-K filing and market indemnification agreements, opinions and Regulation AB
compliance letters as were or are being delivered with respect to the Lead Securitization. As used in this Agreement,
“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R.
§§ 229.1100-229.1125, as such may be amended from time to time, and subject to such clarification
and interpretation as have been provided by the 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. “Commission” means the United States Securities and Exchange Commission. The Master Servicer, any
primary servicer and the Special Servicer shall each be required to provide certification and indemnification to any
Certifying Person with respect to any applicable Sarbanes-Oxley Certification (or analogous terms) as such terms are defined
in the related Non-Lead Servicing Agreement;


(ix)    each
of the Master Servicer, the Special Servicer, the custodian and the Trustee and each Affected Reporting Party (as defined in the
Lead Securitization Servicing Agreement) shall cooperate (and require each Servicing Function Participant (as defined in the Lead
Securitization Servicing Agreement) and Additional Servicer (as defined in the Lead Securitization Servicing Agreement) retained
by it to cooperate under any applicable sub-servicing agreement), with each depositor for a Non-Lead Securitization (including,
without limitation, providing all due diligence information, reports, written responses, negotiations and coordination, and paying
all costs and expenses incurred in connection therewith) to the same extent as such party is required to cooperate with (and pay
the expenses of) the Depositor under the Lead Securitization Servicing Agreement in connection with Deficient Exchange Act Deliverables
(as defined in the Lead Securitization Servicing Agreement);






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(x)     with
respect to each Non-Lead Note, the Master Servicer shall withdraw from the related Collection Account and remit to the related
Holders of such Notes (or, if securitized, the related master servicer of any applicable Non-Lead Securitization), within one
(1) Business Day of receipt of properly identified funds, any amounts that represent late collections on such Note (exclusive
of any portion of such amount payable or reimbursable to any third party in accordance with this Agreement or the Lead Securitization
Servicing Agreement), unless such amount would otherwise be included in the monthly remittance to the Holder of such Note for
such month, provided, however, to the extent any such amounts are received after 3:00 p.m. Eastern time on any given Business
Day, the Master Servicer shall use commercially reasonable efforts to remit such late collections to the Holder of such Note or
to the master servicer of any applicable Non-Lead Securitization, as applicable, within one (1) Business Day of receipt of properly
identified funds but, in any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt of properly
identified funds;


(xi)    the
Non-Lead A Note Holders are each an intended third-party beneficiary in respect of the rights afforded it under the Lead Securitization
Servicing Agreement and the non-lead master servicers will be entitled to enforce the rights of the Non-Lead A Note Holders under
this Agreement and the Lead Securitization Servicing Agreement;


(xii)   each
master servicer and special servicer under any Non-Lead Servicing Agreement shall be a third-party beneficiary of the Lead Securitization
Servicing Agreement with respect to all provisions therein expressly relating to compensation, reimbursement or indemnification
of such master servicer or special servicer, as the case may be, and the provisions regarding coordination of advances made in
respect of any Note under the Lead Securitization Servicing Agreement and any Non-Lead Servicing Agreement, as applicable;


(xiii)   if
the Mortgage Loan becomes a Specially Serviced Mortgage Loan and the Special Servicer determines to sell Note A-1, Note A-2 and
Note B in accordance with the Lead Securitization Servicing Agreement, it shall have the right and the obligation to sell all
of the Notes as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In
connection with any such sale, the Special Servicer shall provide notice to each Non-Controlling Holder of the planned sale and
of such Non-Controlling Holder’s opportunity to bid on the Mortgage Loan;


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


(xv)     to the extent related to the Mortgage Loan, the Master Servicer or
the Special Servicer, Rating Agency Confirmation shall be provided with respect to the non-lead securitization certificates to
the same extent provided with respect to the certificates issued in connection with the Lead Securitization;






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(xvi)   Servicer
Termination Events (as this term or an analogous term is defined in the Lead Securitization Servicing Agreement) with respect
to the Master Servicer and the Special Servicer shall include (i) the failure to remit payments to a Non-Lead Note A Holder as
and when required by the Lead Securitization Servicing Agreement; (ii) the qualification, downgrade or withdrawal of ratings of
any class of certificates in any Non-Lead Securitization; and (iii) the failure to provide to the Non-Lead A Note Holder (if and
to the extent required under the applicable Non-Lead Servicing Agreement) reports required under the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder, in a timely fashion. Upon the occurrence of a Servicer Termination
Event with respect to the Non-Lead A Note Holder, the Trustee under the Lead Securitization shall, upon the direction of the related
Holder, require the appointment of a subservicer with respect to the related Note or termination of the Master Servicer or Special
Servicer, as applicable, as set forth in the Lead Securitization Servicing Agreement;


(xvii)   the
Special Servicing Fee for the Mortgage Loan and any related REO Property shall be calculated at a rate not in excess of 0.25%
per annum and shall accrue only while the Mortgage Loan is specially serviced or after a Mortgaged Property has become
REO Property;


(xviii)   subject
to various adjustments and caps provided for in the Lead Securitization Servicing Agreement, which shall be substantially similar
to those set forth in the trust and servicing agreement for CSMC 2017-CALI, the Liquidation Fee for the Mortgage Loan if it is
a Specially Serviced Mortgage Loan or REO Property as to which a Liquidation Fee is payable shall not exceed 0.50% of the proceeds
of a full, partial or discounted payoff or the Net Liquidation Proceeds (as defined in the Lead Securitization Servicing Agreement)
related to a liquidation or repurchase of the Mortgage Loan, in each case exclusive of any portion of such payoff or Net Liquidation
Proceeds (as defined in the Lead Securitization Servicing Agreement) that represents Penalty Charges;


(xix)    subject
to various adjustments and caps provided for in the Lead Securitization Servicing Agreement, which shall be substantially similar
to those set forth in the trust and servicing agreement for CSMC 2017-CALI, the Workout Fee (as defined in the Lead Securitization
Servicing Agreement) for the Mortgage Loan shall not exceed 0.50% of each collection of interest and principal on the Mortgage
Loan;


(xx)     the
Trustee under the Lead Securitization Servicing Agreement shall promptly notify the trustee and the master servicer under any
Non-Lead Servicing Agreement of any resignation, termination or replacement of the Master Servicer, the Special Servicer or an
applicable primary servicer or the effectiveness of any designation of a new Master Servicer, Special Servicer or applicable primary
servicer (together with the relevant contact information); and


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






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(d)     The
Non-Lead A Note Holder acknowledges and agrees that it shall cause the Non-Lead Servicing Agreement related to the Non-Lead Securitization
that includes its respective Note to provide that:


(i)       the
applicable master servicer, special servicer and trustee for such Non-Lead Securitization shall be required to notify the master
servicer, special servicer and trustee of the Lead Securitization and each other Non-Lead Securitization of any monthly principal
and interest advance it has made with respect to the applicable Note included in such Non-Lead Securitization within two Business
Days of making such advance;


(ii)      if
the applicable master servicer, special servicer or trustee determines that a proposed monthly principal and interest advance
with respect to the related Note, if made, or any outstanding monthly principal and interest advance previously made, would be,
or is, as applicable, a “nonrecoverable advance,” the master servicer shall provide the Master Servicer and each master
servicer in any other Non-Lead Securitization written notice of such determination within 2 Business Days after such determination
was made;


(iii)     if
the related Holder of such Note is responsible for its proportionate share of any Nonrecoverable Property Advances (or any other
portion of a Nonrecoverable Property Advance) (and Advance Interest Amount thereon) or other fee or expense pursuant to Section
9, and that if funds received with respect to such Note are insufficient to cover such amounts, (x) the related master servicer
under the related Non-Lead Servicing Agreement will be required to pay the Master Servicer, Special Servicer or Trustee under
the Lead Securitization Servicing Agreement, as applicable, out of general funds in the collection account (or equivalent account)
established under the related Non-Lead Servicing Agreement and (y) if the Lead Securitization Servicing Agreement permits the
Master Servicer, Special Servicer or Trustee under the Lead Securitization Servicing Agreement to pay itself from the Lead Securitization
Trust’s general account then the master servicer under the related Non-Lead Servicing Agreement will be required to reimburse
the Lead Securitization Trust out of general funds in the collection account (or equivalent account) established under the related
Non-Lead Servicing Agreement;


(iv)    each
of the Master Servicer and the Special Servicer shall be indemnified (as and to the same extent the Lead Securitization Trust
is required to indemnify each such party) against any claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses, incurred in connection with the Lead Securitization Servicing Agreement
that relate solely to its servicing of the Mortgage Loan, and the master servicer under the related Non-Lead Servicing Agreement
will be required to reimburse the Master Servicer or Special Servicer under the Lead Securitization Servicing Agreement, as applicable,
out of general funds in the collection account (or equivalent account) established under the related Non-Lead Servicing Agreement;


(v)     (a)
each of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement will be a third party beneficiary
under the applicable Non-Lead Servicing Agreement with respect to any provisions therein relating to (1) the



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reimbursement of any
Nonrecoverable Property Advances made by the Master Servicer or the Trustee under the Lead Securitization Servicing Agreement with
respect to the applicable Note included in such Non-Lead Securitization and (2) as to the Master Servicer only, the indemnification
of the Master Servicer against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any
other costs, liabilities, fees and expenses, incurred in connection with any Non-Lead Servicing Agreement and relating to the applicable
Note included in such Non-Lead Securitization and (ii) the Special Servicer will be a third party beneficiary under the related
Non-Lead Servicing Agreement with respect to any provisions therein relating to (1) the reimbursement of any Nonrecoverable Property
Advances made by the Special Servicer (it being understood that the Special Servicer is not required to make any Property Advances)
with respect to such Note included in such Non-Lead Securitization and (2) the indemnification of the Special Servicer against
any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees
and expenses, incurred in connection with any Non-Lead Servicing Agreement and relating to the applicable Note included in such
Non-Lead Securitization; and


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


(e)    The
Non-Lead A Note Holder shall give each of the parties to the Lead Securitization Servicing Agreement (that will not also be
a party to the Non-Lead Servicing Agreement related to the Non-Lead Securitization that will include the related Non-Lead A
Note) notice of the related Non-Lead Securitization in writing (which may be by e-mail) not less than 5 business days’
prior to the closing of such Non-Lead Securitization. Such notice shall contain contact information for each of the parties
to the applicable Non-Lead Servicing Agreement. In addition, after the closing of the applicable Non-Lead Securitization, the
Non-Lead A Note Holder (or the Trustee on its behalf) shall send (i) to each of the parties to the Lead Securitization
Servicing Agreement a copy of the related Non-Lead Servicing Agreement to each of the parties to the Lead Securitization
Servicing Agreement and (ii) notice of any subsequent change in the identity of the master servicer under the related
Non-Lead Servicing Agreement or the party designated to exercise the rights of such Non-Controlling Holder under this
Agreement (together with the relevant contact information).


(f)     Following
the closing of the Lead Securitization, upon receipt of written notice (which may be by email) of the closing of any Non-Lead Securitization,
the Depositor shall provide the depositor under the related Non-Lead Servicing Agreement with a copy of the Lead Securitization
Servicing Agreement in an EDGAR-compatible format.


(g)    If
a Non-Lead Securitization closes prior to the Lead Securitization, the Lead Note Holder shall provide written notice of the closing
of such Lead Securitization to the depositor and trustee of each Non-Lead Securitization and, promptly upon the execution of the
Lead Securitization Servicing Agreement (but not later than one business day after the day on which such document is executed),
shall provide a copy of the Lead Securitization Servicing Agreement in an EDGAR-compatible format.






    	 	-61-	Co-Lender Agreement
(DDR JV Portfolio)




     


    

 


[NO FURTHER TEXT ON THIS PAGE]




    	 	-62-	Co-Lender Agreement
(DDR JV Portfolio)




     


    

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


	 	
        Initial Note A-1 Holder:

         

        COLUMN FINANCIAL, INC.

	 	 	 
	 	 	 
	 	By:	/s/ N. Dante La Rocca
	 	 	Name: N. Dante La Rocca
	 	 	Title: Authorized Signatory
	 	 	 
	 	
        Initial Note A-2 Holder:

         

        COLUMN FINANCIAL, INC.

	 	 	 
	 	 	 
	 	By:	/s/ N. Dante La Rocca
	 	 	Name: N. Dante La Rocca
	 	 	Title: Authorized Signatory


 




    	 	 	Co-Lender Agreement
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        Initial Note B Holder:

         

        COLUMN FINANCIAL, INC.

	 	 	 
	 	 	 
	 	By:	/s/ N. Dante La Rocca
	 	 	Name: N. Dante La Rocca
	 	 	Title: Authorized Signatory


 




    	 	 	Co-Lender Agreement
(DDR JV Portfolio)




     


    

SCHEDULE 1



Permitted Fund Managers






Westbrook Partners


iStar Financial Inc.


Capital Trust


Archon Capital, L.P.


Whitehall Street Real Estate Fund, L.P.


The Blackstone Group


Normandy Real Estate Partners


Dune Real Estate Partners


AllianceBernstein


Rockwood


RREEF Funds


Hudson Advisors


Artemis Real Estate Partners


Apollo Real Estate Advisors


Colony Capital, Inc.


Praedium Group


Fortress Investment Group, LLC


Lonestar Opportunity Funds


Clarion Partners


Walton Street Capital, LLC


Starwood Financial Trust


BlackRock, Inc.


Eightfold Real Estate Capital, L.P.


DLJ Real Estate Capital Partners


Land-Lease Real Estate Investments


JER Partners


Rialto Capital Management


Raith Capital Partners


Torchlight Investors, LLC




    	 	 	Co-Lender Agreement
(DDR JV Portfolio)




     


    

EXHIBIT A


MORTGAGE LOAN SCHEDULE


A.     Description
of Mortgage Loan


	Mortgage Loan Borrower:	DT Commonwealth Center II LLC

DT Ashley Crossing LLC

DT Connecticut Commons LLC

DT Brookside LLC

DT Prado LLC

DT Independence Commons LLC

DT Ahwatukee Foothills LLC

DT Route 22 Retail LLC

DT Poyner Place LP

DT University Center LP

DT University Centre Outparcel LP
	Date of Mortgage Loan:	November 29, 2018
	Initial Principal Amount of Mortgage Loan:	$364,320,000
	Closing Date Mortgage Loan Principal Balance:	$364,320,000
	Location of Mortgaged Properties:	Phoenix, AZ;

Plainville, CT;

Independence, MO;

Tinley Park, IL;

Wilmington, NC;

Marietta, GA;

Raleigh, NC;

Union, NJ;

Midlothian, VA; and

Charleston, SC.
	Current Use of Mortgaged Properties:	Retail Properties
	Mortgage Interest Rate:	4.800% per annum
	Mortgage Default Rate:	9.800% per annum 
	Maturity Date:	April 6, 2024
	Extension Fee:	N/A




    	 	 A-1	Co-Lender Agreement
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	Prepayment Fee:	N/A


B.     Description
of Notes


	Closing Date:	December 19, 2018
	Initial Note A-1 Principal Balance:	$170,000,000
	Initial Note A-2 Principal Balance:	$50,000,000
	Initial Note B Principal Balance:	$144,320,000
	Approximate Initial Note A-1 Percentage Interest:	46.662%
	Approximate Initial Note A-2 Percentage Interest:	13.724%
	Approximate Initial Note B Percentage Interest:	39.614%
	Note A-1 Interest Rate:	4.800% per annum
	Note A-2 Interest Rate:	4.800% per annum
	Note B Interest Rate:	4.800% per annum
	Note A-1 Default Interest Rate:	9.800% per annum 
	Note A-2 Default Interest Rate:	9.800% per annum 
	Note B Default Interest Rate:	9.800% per annum 


 


 




    	 	 A-2	Co-Lender Agreement
(DDR JV Portfolio)




     


    

EXHIBIT B


NOTICES


1.             Initial
Note A Holder:


(Prior to Securitization
of Note A-1 and Note A-2):


Column Financial, Inc.



Notice Address:

Column Financial, Inc.

11 Madison Avenue, 11th Floor

New York, New York 10010

General Counsel’s Office

Attention: Mark Covey

Facsimile No.: (212) 743-2823


with a copy to:



Column Financial, Inc.

Eleven Madison Avenue

New York, New York 10010

Attention: N. Dante LaRocca

Facsimile No.: (646) 935-8520


with a copy to:



Dechert LLP

Cira Centre

Philadelphia, Pennsylvania 19104

Attention: David W. Forti, Esq.


2.             Initial
Note B Holder:


(Prior to Securitization
of Note B):


Column Financial, Inc.



Notice Address:

Column Financial, Inc.

11 Madison Avenue, 11th Floor

New York, New York 10010

General Counsel’s Office

Attention: Mark Covey

Facsimile No.: (212) 743-2823




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with a copy to:



Column Financial, Inc.

Eleven Madison Avenue

New York, New York 10010

Attention: N. Dante LaRocca

Facsimile No.: (646) 935-8520


with a copy to:



Dechert LLP

Cira Centre

Philadelphia, Pennsylvania 19104

Attention: David W. Forti, Esq


(Following Securitization
of Note A-1):


(i)             Depositor:



Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: N. Dante LaRocca

Facsimile number: (646) 935-8520

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


with a copy to:



Dechert LLP

Three Bryant Park

1095 Avenue of the Americas

New York, New York 10036

Attention: Laura Swihart

Facsimile number: (212) 698-0645

E-mail: laura.swihart@dechert.com


(ii)           Servicer:



Wells Fargo Bank, National Association


Commercial Mortgage Servicing

2010 Corporate Ridge

10th Floor, Suite 1000


McLean, Virginia 22102-7853


Attention: CSMC 2018-SITE Asset Manager


Facsimile number: (855) 689-5677

E-mail: mftransactions@wellsfargo.com




    	 	 B-2	Co-Lender Agreement
(DDR JV Portfolio)




     


    

(iii)          Special
Servicer:



Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President-Division Head

Facsimile number: (888) 706-3565

E-mail: NoticeAdmin@midlandls.com


(iv)          Certificate
Administrator:



U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Chicago, Illinois 60603

Attention: CSMC 2018-SITE

Facsimile No.: (866) 807-8670

Email: cmbs.transactions@usbank.com


(v)           Trustee:



U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Chicago, Illinois 60603

Attention: CSMC 2018-SITE

Facsimile No.: (866) 807-8670

Email: cmbs.transactions@usbank.com


(vi)          Operating
Advisor:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CSMC 2018-SITE – Surveillance Manager

with copies sent contemporaneously via email to:

cmbs.notices@parkbridgefinancial.com






    	 	 B-3	Co-Lender Agreement
(DDR JV Portfolio)