Exhibit 4.12


 


EXECUTION
VERSION


 


CO-LENDER
AGREEMENT


 


Dated
as of November 30, 2017


 


by
and between


 


NATIXIS
REAL ESTATE CAPITAL LLC


(Initial
Note A-A Holder)


 


NATIXIS
REAL ESTATE CAPITAL LLC


(Initial
Note A-B Holder)


 


NATIXIS
REAL ESTATE CAPITAL LLC


(Initial
Note B-A Holder)


 


and


 


NATIXIS
REAL ESTATE CAPITAL LLC


(Initial
Note B-B Holder)


 


The Standard Highline NYC


 






     


     


    

 


TABLE
OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	Section 1	Definitions	 	2
	Section 2	Servicing
    of the Mortgage Loan	 	16
	Section 3	Priority
    of Payments	 	17
	Section 4	Workout	 	22
	Section 5	Administration
    of the Mortgage Loan	 	23
	Section 6	Appointment
    of Controlling Note Holder Representative	 	27
	Section 7	Appointment
    of Special Servicer	 	29
	Section 8	Payment
    Procedure	 	30
	Section 9	Limitation
    on Liability of the Note Holders	 	31
	Section 10	Bankruptcy	 	31
	Section 11	Representations
    of the Note Holders	 	32
	Section 12	No
    Creation of a Partnership or Exclusive Purchase Right	 	32
	Section 13	Other
    Business Activities of the Note Holders	 	33
	Section 14	Sale
    of the Notes	 	33
	Section 15	Registration
    of the Notes and Each Note Holder	 	35
	Section 16	Governing
    Law; Waiver of Jury Trial	 	36
	Section 17	Submission
    To Jurisdiction; Waivers	 	36
	Section 18	Modifications	 	37
	Section 19	Successors
    and Assigns; Third Party Beneficiaries	 	37
	Section 20	Counterparts	 	37
	Section 21	Captions	 	38
	Section 22	Severability	 	38
	Section 23	Entire
    Agreement	 	38
	Section 24	Withholding
    Taxes	 	38
	Section 25	Custody
    of Mortgage Loan Documents	 	39
	Section 26	Notices	 	39
	Section 27	Broker	 	39
	Section 28	Certain
    Matters Affecting the Agent	 	39
	Section 29	Termination
    and Resignation of Agent	 	40
	Section 30	Resizing	 	40
	Section 31	Cure
    Rights of Note B-A Holder and Note B-B Holder	 	41
	Section 32	Purchase
    Rights of Note Holders	 	43




 






    i 


     


    

  





THIS
CO-LENDER AGREEMENT (this “Agreement”), dated as of November 30, 2017, by and among NATIXIS REAL ESTATE CAPITAL
LLC (“Natixis”, in its capacity as initial owner of Note A-A, the “Initial Note A-A Holder”,
and in its capacity as the initial agent, the “Initial Agent”), NATIXIS REAL ESTATE CAPITAL LLC (in its capacity
as initial owner of Note A-B, the “Initial Note A-B Holder”), NATIXIS REAL ESTATE CAPITAL LLC (in its capacity
as initial owner of Note B-A, the “Initial Note B-A Holder”) and NATIXIS REAL ESTATE CAPITAL LLC (in its capacity
as initial owner of Note B-B, the “Initial Note B-B Holder” and, together with the Initial Note A-A Holder,
the Initial A-B Holder and the Initial Note B-A Holder, the “Initial Note Holders”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), Natixis originated a certain loan (the “Mortgage Loan”)
described on schedule Exhibit A hereto (the “Mortgage Loan Schedule”) to the mortgage loan borrower
described on the Mortgage Loan Schedule (collectively, the “Mortgage Loan Borrower”), which was evidenced by
that certain Consolidated, Amended and Restated Promissory Note in the original principal amount of $170,000,000.00 dated as of
October 27, 2017 (the “Consolidated Note”) made by the Mortgage Loan Borrower in favor of Natixis, and secured
by a certain first mortgage (as amended, modified or supplemented, the “Mortgage”) on one or more parcels of,
or estates in, real property located as described on the Mortgage Loan Schedule (collectively, the “Mortgaged Property”);


 


WHEREAS,
Natixis has elected to split the Consolidated Note into the following promissory notes (as amended, modified or supplemented,
each a “Note” and collectively, the “Notes”), the designation and original principal amount
of which are as set forth below, each dated as of October 27, 2017, made by the Mortgage Loan Borrower in favor of the Initial
Note Holders:


 


	Note	Initial
    Note Holder	Original
    Principal Balance
	Note
    A-A	Natixis	$45,000,000
	Note
    A-B	Natixis	$65,000,000
	Note
    B-A	Natixis	$30,000,000
	Note
    B-B	Natixis	$30,000,000


 


WHEREAS,
Natixis intends to sell, transfer and assign its right, title and interest in and to Note A-A and Note A-B to Credit Suisse Commercial
Mortgage Securities Corp. (“CSCMS”), as depositor, pursuant to a Mortgage Loan Purchase Agreement dated as
of November 17, 2017, by and between CSCMS, as purchaser, and Natixis, as seller, and CSCMS, as purchaser, intends to transfer
its right, title and interest in and to Note A-A and Note A-B to Wells Fargo Bank, National Association, as trustee for the CSAIL
2017-CX10 Commercial Mortgage Trust under a pooling and servicing agreement, dated as of November 1, 2017, among CSCMS, as depositor,
KeyBank National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National
Association, as certificate


 






     


     


    

 


administrator and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer (the “Servicing Agreement”);


 


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


 


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


 


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


 


“Additional
Servicing Expenses” shall mean (a) all property protection advances, fees and/or expenses incurred by and reimbursable
to any Servicer, Trustee or Certificate Administrator pursuant to the Servicing Agreement, and (b) all interest accrued on Advances
made by any Servicer or Trustee in accordance with the terms of the Servicing Agreement; provided that: (i) the aggregate
special servicing fee (which fee is payable solely during the period that the Mortgage Loan is specially serviced) shall not exceed
0.25%, (ii) the special servicing liquidation fee rate (or equivalent) shall not exceed 1.00%; and (iii) the special servicing
workout fee rate (or equivalent) shall not exceed 1.00%.


 


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


 


“Advance
Interest Amount” shall mean interest payable on Advances, as specified in the Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 






     2


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Certificates”
shall mean any securities issued in connection with a Securitization.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Control
Appraisal Period” means:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     4


     


    

 


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


 


“Defaulted
Mortgage Loan Purchase Date” shall have the meaning assigned to such term in Section 32.


 


“Defaulted
Mortgage Loan Purchase Price” shall mean, with respect to the exercise of the right to purchase the Note A-A, Note A-B
and, if applicable, Note B-A pursuant to Section 32 the sum, without duplication, of:


 


(a)
the Note Principal Balance of Note A-A and Note A-B;


 


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


 


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


 


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


 


(e)
any accrued and unpaid Advance Interest Amount;


 


(f)
if the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser or if any of Note A-A, Note, Note A-B
and Note B-A are purchased after ninety (90) days after such option first becomes exercisable pursuant to Section 32 of this Agreement,
any liquidation or workout fees payable under the Servicing Agreement with respect to each of such Notes; and


 


(g)
in the case of an exercise of the purchase option by the Note B-B Holder, the Note Principal Balance of Note B-A plus accrued
and unpaid interest thereon at the applicable Note Rate, from the date as to which interest was last paid in full by Mortgage
Loan Borrower up to and including the end of the interest accrual period relating to the Monthly Payment Date next following the
date the purchase occurred.


 


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


 


“Depositor”
shall mean Credit Suisse Commercial Mortgage Securities Corp.


 






     5


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Major
Decisions” shall have the meaning given to such term in the Servicing Agreement.


 


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


 


“Monetary
Default” shall have the meaning assigned to such term in Section 31(a).


 


“Monetary
Default Notice” shall have the meaning assigned to such term in Section 31(a).


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage
Loan Agreement” shall mean that certain Loan Agreement, dated as of October 27, 2017, between Natixis, as lender, and
GC SHL, LLC, as borrower, as the same may be further amended, restated, renewed, extended, modified or supplemented from time
to time, subject to the terms hereof.


 


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


 


“Mortgage
Loan Borrower Related Party” shall have the meaning given to the term “Borrower Party Affiliate” in the
Servicing Agreement.


 






     7


     


    

 


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


 


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


 


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


 


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


 


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


 


“New
Note” shall have the meaning assigned to such term in Section 30.


 


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


 


“Non-Monetary
Default Cure Period” shall have the meaning assigned to such term in Section 31(d).


 


“Non-Monetary
Default” shall have the meaning assigned to such term in Section 31(d).


 


“Non-Monetary
Default Notice” shall have the meaning assigned to such term in Section 31(d).


 


“Note
Holder Purchase Notice” shall have the meaning assigned to such term in Section 32.


 


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


 


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


 


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


 






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


 


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



 


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


 


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


 


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


 


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


 


“Note
B” shall mean , collectively, the Note B-A and the Note B-B.


 


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


 


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


 


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



 


(II)
twenty-five percent (25%) of the remainder of the (i) initial Note Principal Balance of Note B-A less (ii) any payments of principal


 






     9


     


    

 


(whether as principal prepayments or otherwise) allocated to, and received by, the Note B-A Holder on Note B-A after the date
of creation of Note B-A; or


 


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


 


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


 


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


 


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


 


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



 


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


 


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


 


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


 


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


 


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


 


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


 






     10


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“P&I
Advance” shall have the meaning assigned to such term or analogous term in the Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


(b)       one
or more of the following:


 


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


 






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


 


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


 


(iv)     an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $100,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified Institutional Lender
under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities referred to in clause (i)
or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager responsible for
the day-to-day management and operation of such investment vehicle and provided that at least 50% of the equity interests
in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise either (a) Qualified
Institutional Lenders (without regard to the capital surplus/equity and total asset requirements set forth below in this definition),
or (b) meet the capital surplus/equity and total asset requirements set forth below in this definition, or


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


For
the purposes of this Agreement, if any Rating Agency (1) waives, declines or refuses, in writing, to review or otherwise engage
any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade
or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, or (2) does not reply
to such request or responds in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the
requirement for Rating Agency Confirmation and the related timing, notice and other applicable provisions set forth in the Servicing
Agreement have been satisfied, then for such request only, the condition that such confirmation by such Rating Agency (only) be
obtained will be deemed not to apply for purposes of this Agreement. For purposes of clarity, any such waiver, declination or
refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver,


 






     13


     


    

 


declination
or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder and the condition
for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous
waiver, declination or refusal to review or otherwise engage in such prior request.


 


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


 


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


 


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


 


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


 


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


 






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servicer
as special servicer of such commercial mortgage loans as a material reason for such downgrade or withdrawal (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan or
any other Event of Default that causes the Mortgage Loan to become a Specially Serviced Loan (other than as a result of a foreseeable
default ), or any bankruptcy or insolvency event that constitutes an Event of Default. A Sequential Pay Event shall no longer
exist to the extent it has been cured (including any cure payment made by the Note B Holders in accordance with Section 31) and
shall not be deemed to exist to the extent the Note B Holders is exercising its cure rights under Section 31.


 


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


 


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


 


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


 


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


 






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“Servicing
Transfer Event” shall have the meaning assigned to such term (or other analogous term) in the Servicing Agreement, except
that, as provided in Section 31(a)(iii), a Servicing Transfer Event shall be deemed not to have occurred for so long as a Note
B Holder is exercising its cure right hereunder.


 


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


 


“Special
Servicer” shall mean CWCapital Asset Management LLC, or its successor in interest, or any successor Special Servicer
appointed as provided in the Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
2.     Servicing of the Mortgage Loan.


 


(a)          Each
Note Holder acknowledges and agrees that, as further provided in Section 5 of this Agreement, the Mortgage Loan shall be serviced
from and after the Securitization Date pursuant to the Servicing Agreement. Each Note Holder acknowledges that each other Note
Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will reasonably cooperate
with a securitizing Note Holder at the securitizing Note Holder’s expense, to effect such Securitization. Subject to the
terms and conditions of this


 






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Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment of
the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee under the Servicing Agreement by the
Depositor as each such party may be replaced pursuant to the terms of the Servicing Agreement and agrees to reasonably cooperate
with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with this Agreement
and the Servicing Agreement. Each Note Holder hereby irrevocably appoints the Master Servicer, the Special Servicer and the Trustee
in the Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the
administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights
of such Note Holder set forth herein and in the Servicing Agreement). In no event shall the Servicing Agreement require the Servicer
to enforce the rights of any Note Holder against any other Note Holder or limit the Servicer in enforcing the rights of one Note
Holder against any other Note Holder; however, this statement shall not be construed to otherwise limit the rights of one Note
Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Servicing Agreement to service the
Mortgage Loan in accordance with the Servicing Standard (which shall require, among other things, that each Servicer, in servicing
the Mortgage Loan, must take into account the interests of each Note Holder, taking into account that the Note B-B is junior to
the Note B-A, the Note B-B and the Note B-A are junior to the Note A-B and that the Note B-B, the Note B-A and the Note A-B are
junior to the Note A-A), the terms of the Mortgage Loan Documents, this Agreement, the Servicing Agreement and applicable law.


 


(b)          At
any time that none of Note A-A or Note A-B is no longer subject to the provisions of the Servicing Agreement, the Note Holders
agree to cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders,
pursuant to a servicing agreement that has servicing terms substantially similar to the Servicing Agreement and all references
herein to the “Servicing Agreement” shall mean such subsequent servicing agreement; provided, however,
that until a replacement servicing agreement has been entered into, the Note A-A Holder shall cause the Mortgage Loan to be serviced
pursuant to the provisions of the Servicing Agreement as if such agreement was still in full force and effect with respect to
the Mortgage Loan, by the Servicer or by any Person appointed by the Note A-A Holder that is a qualified servicer meeting the
requirements of the Servicing Agreement, except that the Servicer shall have no obligation to make any P&I Advances on the
Note A-A or Note A-B.


 


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


 


Section
3.     Priority of Payments. The Note B-B and the rights of the Note B-B Holder to receive
payments of interest, principal and other amounts with respect to the Note B-B shall at all times be junior, subject and subordinate
to the Note B-A and the right of the Note


 






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B-A Holder to receive payments of interest, principal and other amounts with respect
to such Note B-A; the Note B-A and the rights of the Note B-A Holder to receive payments of interest, principal and other amounts
with respect to the Note B-A, shall at all times be junior, subject and subordinate to the Note A-B and the right of the Note
A-B Holder to receive payments of interest, principal and other amounts with respect to such Note A-B; and each of the Note B-B,
the Note B-A and the Note A-B and the respective rights of the related Note Holders to receive payments of interest, principal
and other amounts with respect to the Note B-B, the Note B-A or Note A-B, as applicable, shall at all times be junior, subject
and subordinate to the Note A-A and the right of the Note A-A Holder to receive payments of interest, principal and other amounts
with respect to such Note A-A, in each case, as further described below:


 


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


 


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


 


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


 


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


 






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


 


(v)        fifth,
to the extent the Note B-A Holder has made any payments or advances to cure defaults pursuant to Section 31, to reimburse the
Note B-A Holder for all such cure payments;


 


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


 


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


 


(viii)     eighth,
to the extent the Note B-B Holder has made any payments or advances to cure defaults pursuant to Section 31, to reimburse the
Note B-B Holder for all such cure payments;


 


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


 


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


 


(xi)       eleventh,
to pay any prepayment penalty then due and payable in respect of the Note A-A, then the Note A-B, then the Note B-A and finally
the Note B-B;


 


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


 


(xiii)    thirteenth,
any interest accrued at the applicable default rate, pro rata and pari passu, to (A) the Note A-A Holder in an amount
calculated on the Note Principal Balance of the Note A-A at the applicable default rate, prior to the application of funds contemplated
in this Section 3(a), (B) to the Note A-B Holder in an amount calculated on the Note Principal Balance of Note A-B at the
applicable default rate prior to the application of funds contemplated in this Section 3(a), (C) to the Note B-A Holder
in an amount calculated on the Note Principal Balance of Note B-A at the applicable default rate prior to the application of funds
contemplated in this Section 3(a) and (D) to the Note


 






     19


     


    

 


B-B Holder in an amount calculated on the Note Principal Balance
of Note B-B at the applicable default rate prior to the application of funds contemplated in this Section 3(a), in each
case, to the extent actually paid by the Mortgage Loan Borrower and not payable to any Servicer pursuant to the Servicing Agreement;
and


 


(xiv)      fourteenth,
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)-(xiii), any remaining amount shall be paid pro rata to the Note A-A Holder, Note A-B Holder,
Note B-A Holder and Note B-B Holder based on their initial principal balances.


 


(b)        If
a Sequential Pay Event, as determined by the applicable Servicer in accordance with this Agreement and the Servicing Agreement,
shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on
or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof,
whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter
of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than
(1) proceeds, awards or settlements to be applied to the restoration or repair of a Mortgaged Property or released to the Mortgage
Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions, (2)
all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent and in accordance with the
terms of the Mortgage Loan Documents) to be held as reserves or escrows, (3) all amounts received as reimbursements on account
of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (4)
all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the
Mortgage Loan pursuant to the Servicing Agreement (including, without limitation, reimbursement of Servicing Advances and P&I
Advances on the Note A-A and Note A-B and interest thereon) shall be applied and distributed by the Servicer in the following
order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):


 


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


 


(ii)        second,
to the Note A-A Holder an amount equal to all principal payments (or other amounts allocated to principal) received, if any, with
respect to the related Monthly Payment Date, until its Note Principal Balance has been reduced to zero;


 





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


 


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



 






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


 


(vi)       sixth,
to the extent the Note B-A Holder has made any payments or advances to cure defaults pursuant to Section 31, to reimburse the
Note B-A Holder for all such cure payments;


 


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


 


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


 


(ix)        ninth,
to the extent the Note B-B Holder has made any payments or advances to cure defaults pursuant to Section 31, to reimburse the
Note B-B Holder for all such cure payments;


 


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


 


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


 


(xii)      twelfth,
to pay any prepayment penalty then due and payable in respect of the Note A-A, then the Note A-B, the Note B-A and finally
the Note B-B;


 


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


 


(xiv)      fourteenth,
any interest accrued at the applicable default rate, pro rata and pari passu, to (A) the Note A-A Holder in an amount
calculated on the Note Principal Balance of the Note A-A at the applicable default rate, prior to the application of funds contemplated
in this Section 3(b), (B) to the Note A-B Holder in an amount calculated on the Note Principal Balance of Note A-B at the
applicable default rate prior to the application of funds contemplated in this Section 3(b) (C) to the Note B-A Holder
in an amount calculated on the Note Principal Balance of Note B-A at the applicable default rate prior to the application of funds
contemplated in this Section 3(b), and (D) to the Note B-B Holder in an amount calculated on the Note Principal Balance
of Note B-B at


 






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the applicable default rate prior to the application of funds contemplated in this Section 3(b), in each
case, to the extent actually paid by the Mortgage Loan Borrower and not payable to any Servicer pursuant to the Servicing Agreement;
and


 


(xv)       fifteenth, 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)-(xiv), any remaining amount shall
be paid pro rata to the Note A-A Holder, Note A-B Holder, Note B-A Holder and Note B-B Holder based on their initial principal
balances.


 


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


 


Section
4.     Workout. Notwithstanding anything to the contrary contained herein, but subject to
the terms and conditions of the Servicing Agreement , and the obligation to act in accordance with the Servicing Standard, if
the Note A-A Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms
thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the applicable Note Rate is reduced, (iii)
payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the
payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall
be structured to preserve, the relative priority of payment of the Notes and all payments to the Note Holders pursuant to Section
3 shall be made as though such workout did not occur, and as though the payment terms of each Note remained the same as they are
on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable
to such workout shall be borne, first, by the Note B-B Holder (up to its Note Principal Balance, together with accrued
interest thereon at the applicable Note Rate and any other amounts due to the Note B-B Holder), second, by the Note B-A
Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts
due to the Note B-A Holder), third, by the Note A-B Holder (up to its Note Principal Balance, together with accrued interest
thereon at the applicable Note Rate and any other amounts due to the Note A-B Holder) and then, by the Note A-A Holder
(up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due
to the Note A-A Holder, as applicable). Any recoveries in connection with a workout of the Mortgage Loan will be allocated first,
to the Note A-A Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and
any other amounts due to the Note A-A Holder, as applicable), second, to the Note A-B Holder (up to its Note Principal
Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note A-B Holder),
third, to the Note B-A Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable
Note Rate and any other amounts due to the Note B-A Holder) and then, to the Note B-B Holder (up to its Note Principal
Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note B-B Holder).


 






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Section
5.     Administration of the Mortgage Loan.


 


(a)          Subject
to this Agreement (including but not limited to Section 6(c)) and the Servicing Agreement, and subject to the rights and consents,
where required, of the Controlling Note Holder Representative, the Note A-A Holder (or the Master Servicer, the Special Servicer
or the Trustee acting on behalf of the Note A-A Holder) shall have the sole and exclusive authority with respect to the administration
of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without limitation, the sole authority
to modify or waive any of the terms of the Mortgage Loan Documents or consent to any action or failure to act by the Mortgage
Loan Borrower or any other party to the Mortgage Loan Documents, call or waive any Event of Default, accelerate the Mortgage Loan
or institute any foreclosure action or other remedy, and none of the Note A-B Holder or the Note B Holders shall have any voting,
consent or other rights whatsoever except as explicitly set forth herein with respect to the Note A-A Holder’s administration
of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to this Agreement and the Servicing Agreement,
each of the Note A-B Holder and the Note B Holders agree that they shall have no right to, and hereby presently and irrevocably
assigns and conveys to the Note A-A Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the
Note A-A Holder) the rights, if any, that such Note Holder has to, (i) call or cause the Note A-A Holder to call an Event of Default
under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including,
without limitation, filing or causing the Note A-A Holder to file any bankruptcy petition against the Mortgage Loan Borrower.
The Note A-A Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Note A-A Holder) shall
not have any fiduciary duty to any Note A-B Holder or any Note B Holders in connection with the administration of the Mortgage
Loan (but the foregoing shall not relieve the Note A-A Holder from the obligation to make any disbursement of funds as set forth
herein or its obligation to follow the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or any
liability for failure to do so).


 


Upon
the Mortgage Loan becoming a Defaulted Loan, each of the Note A-B Holder and the Note B Holders hereby acknowledges the right
and obligation of the Note A-A Holder (or the Special Servicer acting on behalf of the Note A-A Holder) to sell the Note A-B,
Note B-A and Note B-B together with the Note A-A as notes evidencing one whole loan in accordance with the terms of the Servicing
Agreement, subject to: (1) the consent rights of the Controlling Note Holder pursuant to Section 6(c) and (2) the written consent
of the holder of each other Note included in the Securitization unless the Special Servicer has delivered to each such Note Holder:
(a) at least 15 business days prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10 days
prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received
by the Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy
of the most recent appraisal for the Mortgage Loan, and any documents in the servicing file reasonably requested by the applicable
Note Holder that are material to the price of the Mortgage Loan; and (d) until the sale is completed, and a reasonable period
of time (but no less time than is afforded to other offerors) prior to the proposed sale date, all information and other documents
being provided to other offerors and all leases or other documents that are approved by the Servicer or the Special Servicer in
connection with the proposed sale; provided


 






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that the applicable Note Holder may waive any of the delivery or timing requirements
described in this sentence.


 


Subject
to the terms of the Servicing Agreement, each Appraised-Out Holder that is not a Mortgage Loan Borrower Related Party shall be
permitted to submit an offer at any sale of the Mortgage Loan.


 


In
connection with any such sale, the Special Servicer shall be required to sell the Note B-A and Note B-B together with the Note
A-A and Note A-B in the manner set forth in the Servicing Agreement.


 


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


 


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


 


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


 






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


 


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


 


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


 


(ii)          Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the
Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction
Amount is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction Amount based on such
supplemental Appraisal and any information received from the Master Servicer. If required by such recalculation, the Appraised-Out
Holder shall be reinstated as the Controlling Note Holder and, if applicable, shall have its Note Principal Balance notionally
restored to the extent required by such recalculation of the Appraisal Reduction Amount. The Appraised-Out Holder requesting any
supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar
rights of the Controlling Note Holder until such time, if any, as the holder is reinstated as the Controlling Note Holder (such
period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i)
above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction
Amount is warranted or (B) the Special Servicer recalculates the Appraisal Reduction Amount based on the supplemental Appraisal,
the “Appraisal Review Period”). The rights of the Controlling Note Holder during each Appraisal Review Period
shall be exercised by the Note A-B Holder.


 






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


 






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not in excess of the Note Principal Balances of the Notes, plus accrued and unpaid interest thereon at the applicable
interest rate and all other expenses reimbursable under this Agreement and under the Servicing Agreement. The entire amount of
Threshold Event Collateral, without a haircut or other reduction, shall be considered in determining the sufficiency of such Threshold
Event Collateral to avoid a Control Appraisal Period.


 


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


 


Section
6.     Appointment of Controlling Note Holder Representative.


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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Holder Representative) to designate a replacement Special Servicer for the Mortgage Loan as aforesaid.


 


Section
8.     Payment Procedure.


 


(a)          The
Note A-A Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject
to the terms of the Servicing Agreement, shall deposit or cause to be deposited all payments and collections on the Mortgage Loan
to the Collection Account and the portion of such payments and collections that are distributable to the Note B Holders shall
be deposited into the Companion Loan Account pursuant to and in accordance with the Servicing Agreement. The Note A-A Holder (or
the Master Servicer acting on its behalf) shall (i) deposit such amounts to the applicable account within two (2) Business Days
after receipt of properly identified funds by the Note A-A Holder (or the Master Servicer acting on its behalf) from or on behalf
of the Mortgage Loan Borrower, and (ii) remit from the applicable account (A) with respect to the Note A-A and Note A-B, the remittance
date under the Servicing Agreement and (B) with respect to Note B-B and Note B-A, the Serviced Whole Loan Remittance Date (as
defined in the Servicing Agreement), in each case, all payments received and allocable pursuant to this Agreement and the Servicing
Agreement with respect to the Note A-A, Note A-B, Note B-B and Note B-A (net of amounts payable or reimbursable from such account)
by wire transfer to accounts maintained by the applicable Note Holder.


 


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


 


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


 


(d)          Each
Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan
in excess of its distributable


 






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share thereof, it shall promptly remit such excess to the Note A-A Holder (or the Master Servicer
acting on its behalf), subject to this Agreement and the Servicing Agreement. The Note A-A Holder (or the Master Servicer acting
on its behalf) shall have the right to offset any amounts due hereunder from a Note Holder with respect to the Mortgage Loan against
any future payments due to such Note Holder under the Mortgage Loan. Such Note Holder’s obligations under this Section 8
constitute absolute, unconditional and continuing obligations.


 


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


 


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


 


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


 






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


 


Each
Note B Holder acknowledges that it has, independently and without reliance upon the Note A-A Holder or the Note A-B Holder, except
with respect to the representations and warranties provided by the Note A-A Holder and the Note A-B Holder herein, and based on
such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase its Note B
and each Note B Holder accepts responsibility therefor. Each Note B Holder hereby acknowledges that, other than the representations
and warranties provided herein, the Note A-A Holder and the Note A-B Holder have made no representations or warranties with respect
to the Mortgage Loan, subject to such representations and warranties as provided by the Note A-A Holder and the Note A-B Holder
herein, and that the Note A-A Holder and the Note A-B Holder 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 Note A-A Holder or the Note A-B Holder in connection with the origination
of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan
Documents, or (iv) the financial condition of the Mortgage Loan Borrower. Each Note B Holder assumes all risk of loss in connection
with its Note B except as specifically set forth herein.


 


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


 






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


 


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


 


Section
14.   Sale of the Notes.


 


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


 






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partnership, 100% of the equity
interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships,
by the Securitization Trust.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
15.   Registration of the Notes and Each Note Holder. The Agent shall keep or cause to be kept at the
Agent Office books (the “Note Register”) for the registration and


 






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


 


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


 


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


 


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


 


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


 






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SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(c)          Each
Note B Holder represents to the Note A-A Holder (for the benefit of the Mortgage Loan Borrower) that it is not a Non-Exempt Person
and that neither the Note A-A 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


 






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


 


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


 


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


 


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


 


Section
28.   Certain Matters Affecting the Agent.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


Section
29.   Termination and Resignation of Agent.


 


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


 


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


 


Section
30.   Resizing. Notwithstanding any other provision of this Agreement, for so long as Natixis or an
affiliate of Natixis (an “Original Entity”) is the owner of the Note Note B-A or Note B-B (the “Owned
Note”), such Original Entity shall have the right, subject to


 






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the terms of the Mortgage Loan Documents, to cause the
Mortgage Loan Borrower to execute amended and restated notes or additional notes (in either case, “New Notes”)
reallocating the principal of the Owned Note to such New Notes; or severing the Owned Note into one or more further “component”
notes in the aggregate principal amount equal to the then outstanding principal balance of the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal
of the Owned Note prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the
Owned Notes prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis (to the extent
described in the Mortgage Loan Agreement) and such reallocated or component notes shall be automatically subject to the terms
of this Agreement, (iv) the Original Entity holding the New Notes shall notify the Note A-A 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 the Servicing Standard. If the Note A-A Holder so requests, the
Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing
applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications
pursuant to the Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its
holder and the consent of the holders of the other Notes. In connection with the foregoing (provided the conditions set
forth in (i) through (v) above are satisfied, with respect to (i) through (iv), as certified by the Original Entity, on which
certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the
Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose
of reflecting such reallocation of principal.


 


Section
31.   Cure Rights of Note B-A Holder and Note B-B Holder.


 


(a)          Subject
to Section 31(b) below, in the event that the Mortgage Loan Borrower fails to make any payment of principal or interest on the
Mortgage Loan by the end of the applicable grace period for such payment permitted under the applicable Mortgage Loan Documents
(a “Monetary Default”), the Note A-A Holder shall promptly provide notice to the Note B-B Holder, the Note
B-A Holder and the Controlling Note Holder Representative of such default (the “Monetary Default Notice”).
The Note B-B Holder and/or the Note B-A Holder, as applicable, shall have the right, but not the obligation, to cure such Monetary
Default (such curing Note Holder, the “Curing Note Holder”) within ten (10) Business Days after receiving the
Monetary Default Notice (the “Cure Period”). If both the Note B-B Holder and the Note B-A Holder elect to cure
such Monetary Default, the Note B-B Holder will be the “Curing Note Holder.” At the time a payment is made
to cure a Monetary Default, the Curing Note Holder shall pay or reimburse the Note A-A Holder and the Note A-B Holder (and, in
the case of any cure made by the Note B-B Holder, the Note A-A Holder, the Note A-B Holder and the Note B-A Holder) for all unreimbursed
Advances (whether or not recoverable), Advance Interest Amounts, any unpaid fees to any Servicer and any Additional Servicing
Expenses. The Curing Note Holder shall not be required, in order to effect a cure hereunder, to pay any default interest or late
charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is
made, such Monetary Default shall not be treated as an Event of Default for purposes of (i) the definition of “Sequential
Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the


 






     41


     


    

 


Mortgage Loan Documents
or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings
with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a “Defaulted Loan” (as defined in the
Servicing Agreement ); provided that such limitation shall not prevent the Note A-A Holder or Note A-B Holder from collecting
default interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by a Note Holder on behalf of the Mortgage
Loan Borrower to effect any cure shall be reimbursable to such Note Holder under Section 3.


 


(b)          Notwithstanding
anything to the contrary contained in Section 31(a), the Note B-B Holder and the Note B-A Holder collectively shall be limited
to six (6) cures of Monetary Defaults in the aggregate in a 12 month period, and six (6) cures of Non-Monetary Defaults in the
aggregate over the term of the Mortgage Loan, it being understood that a Non-Monetary Default Cure Period that may extend longer
than one month in accordance with Section 31(d) shall be considered to be a single cure. Additional Cure Periods shall only be
permitted with the consent of the Note A-A Holder and the Note A-B Holder, and in the case of any cure made by the Note B-B Holder,
the Note A-A Holder, the Note A-B Holder and the Note B-A Holder.


 


(c)          No
action taken by the Note B-B Holder or Note B-A Holder in accordance with this Agreement shall excuse performance by the Mortgage
Loan Borrower of its obligations under the Mortgage Loan Documents and the rights of the Note A-A Holder and the Note A-B Holder
under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the Note B-B Holder’s or Note B-A Holder’s
actions under this Agreement. Subject to the terms of this Agreement, the Curing Note Holder shall be subrogated to the rights
of the Note A-A Holder and the Note A-B Holder and if applicable, Note B-A Holder with respect to any payment owing to the Note
A-A Holder, the Note A-B Holder and if applicable, Note B-A Holder for which the Curing Note Holder makes a cure payment as permitted
under this Section 31, but such subrogation rights may not be exercised against the Mortgage Loan Borrower until 91 days after
the Note A-A and the Note A-B (and in the case of any subrogation rights held by the Note B-B Holder, the Note A-A, the Note A-B
and the Note B-B) are paid in full.


 


(d)          If
an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary
Default”), the Note A-A Holder shall promptly provide notice to the Note B-B Holder, the Note B-A Holder and the Controlling
Note Holder Representative of such failure (the “Non-Monetary Default Notice”) and the Note B-B Holder and/or
the Note B-A Holder, as applicable, shall have the right, but not the obligation, to cure such Non-Monetary Default within ten
(10) days from the later of (i) the expiration of the cure period of the Mortgage Loan Borrower under the Mortgage Loan Documents
and (ii) receipt of the Non-Monetary Default Notice; provided, however, if such Non-Monetary Default is susceptible
of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently
pursued by the applicable Curing Note Holder, such Curing Note Holder shall be given an additional period of time as is reasonably
necessary to enable such Curing Note Holder in the exercise of due diligence to cure such Non-Monetary Default for so long as
(i) the Curing Note Holder diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Curing Note Holder
makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 31(a) hereof, (iii)
such additional period of time does not exceed sixty (60) days, (iv)


 






     42


     


    

 


such Non-Monetary Default is not caused by an Insolvency
Proceeding or during such period of time that the Curing Note Holder has to cure a Non-Monetary Default in accordance with this
Section 31(d) (the “Non-Monetary Default Cure Period”), an Insolvency Proceeding does not occur and (v) during
such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property
or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. If both the Note B-B Holder
and the Note B-A Holder elect to cure such default, the Note B-B Holder will be the “Curing Note Holder” so long as
it is diligently pursuing such non-monetary cure, and will have the exclusive right to effect such cure.


 


Section
32. Purchase Rights of Note Holders. The Note B-B Holder shall have the right, by written notice to the Note
A-A Holder, the Note A-B Holder and the Note B-A Holder, and the Note B-A Holder shall have the right, by written notice to the
Note A-A Holder and the Note A-B Holder (any such notice, a “Note Holder Purchase Notice”), delivered at any
time an Event of Default under the Mortgage Loan has occurred and is continuing, to purchase (x) in the case of a purchase made
by the Note B-B Holder, the Note A-A, the Note A-B, and Note B-A and (y) in the case of a purchase made by the Note B-A Holder,
the Note A-A and Note A-B, in immediately available funds, in whole but not in part at the applicable Defaulted Mortgage Loan
Purchase Price. Upon the delivery of the Note Holder Purchase Notice to the Note A-A Holder, the Note A-B Holder and/or the Note
B-A Holder, as applicable, the Note A-A Holder, the Note A-B Holder and/or the Note B-A Holder shall sell (and the Note B-B Holder
or the Note B-A Holder, as applicable, shall purchase) the Note A-A, Note A-B and, if applicable, the Note B-A at the Defaulted
Mortgage Loan Purchase Price, on a date (the “Defaulted Mortgage Loan Purchase Date”) (i) not more than ten
(10) Business Days after the written exercise by the Note B-B Holder or the Note B-A Holder, as applicable, to purchase the Note
A-A, Note A-B and, if applicable, Note B-A or (ii) not more than thirty (30) days after the written exercise by the Note B-B Holder
or the Note B-A Holder, as applicable, to purchase the Note A-A, Note A-B and if applicable, Note B-A if such purchasing Note
Holder deposits 10% of the Defaulted Mortgage Loan Purchase Price with the Note A-A Holder within ten (10) Business Days after
the written exercise of the Note B-B Holder or the Note B-A Holder, as applicable, to purchase the Note A-A and Note A-B and,
if applicable, Note B-A. Any Note Holder Purchase Notice shall contain a statement that the Note B-B Holder’s or the Note
B-A Holder’s failure to purchase the Note A-A and Note A-B on a Defaulted Mortgage Loan Purchase Date will result in the
termination of such Note Holder’s right. The Note B-B Holder and the Note B-A Holder agree that the sale of the Note A-A
and Note A-B shall comply with all requirements of the Servicing Agreement and that all costs and expenses related thereto shall
be paid by the purchasing Note Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Note A-A Holder (or
the Master Servicer on its behalf) three (3) Business Days prior to the Defaulted Mortgage Loan Purchase Date (and such calculation
shall be accompanied by a listing of all amounts included in the Defaulted Mortgage Loan Purchase Price), and shall, absent manifest
error, be binding upon the purchasing Note Holder. Concurrently with the payment to the Note A-A Holder, the Note A-B Holder and,
if applicable, the Note B-A Holder in immediately available funds of its respective portion of the Defaulted Mortgage Loan Purchase
Price, the Note A-A Holder, the Note A-B Holder and, if applicable, the Note B-A Holder will execute at the sole cost and expense
of the purchasing Note Holder in favor of such purchasing Note Holder assignment documentation which will assign the Note A-A,
Note A-B and, if applicable, Note B-A and the related Mortgage Loan Documents without recourse,


 






     43


     


    

 


representations or warranties
(except that each selling Note Holder will represent and warrant that it had good and marketable title to, was the sole owner
and holder of, and had power and authority to deliver the Mortgage Loan or Note, as applicable, free and clear of all liens and
encumbrances).


 


The
purchase rights of the Note B Holders shall automatically terminate upon a foreclosure sale, sale by power of sale or delivery
of a deed in lieu of foreclosure with respect to the Mortgaged Property (and the Note A-A Holder shall give the Note B Holders,
as applicable, fifteen (15) days’ notice of its intent with respect to any such action). Notwithstanding the foregoing sentence,
if title to the Mortgaged Property is transferred to the Master Servicer (or other nominee on behalf of the Note A-A Holder) less
than fifteen (15) days after the acceleration of the Mortgage Loan, the Note A-A Holder shall notify the Note B Holders of such
transfer, and each of the Note B Holders shall have a fifteen (15) day period from the date of such notice from Note A-A Holder
to deliver a Note Holder Purchase Notice in accordance with this Section 32, in which case the purchasing B Note Holder will be
obligated to purchase the Mortgaged Property, in immediately available funds, within such fifteen (15) day period at the applicable
Defaulted Mortgage Loan Purchase Price.


 


In
the event both the Note B-B Holder and the Note B-A Holder deliver a Note Holder Purchase Notice, the Note B-B Holder shall have
the right to exercise the purchase option set forth in this Section 32.


 


[SIGNATURE
PAGE FOLLOWS]


 






     44


     


    

 


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


 


	 	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC,  as Initial Note A-A Holder
	 	 
	 	By:	/s/
    Jerry Tang
	 	 	Name:  Jerry
    Tang
	 	 	Title:    Executive
    Director
	 	 	 
	 	By:	/s/
    Delphine Clerjaud
	 	 	Name:  Delphine
    Clerjaud
	 	 	Title:    Vice
    President
	 	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC,  as Initial Note A-B Holder
	 	 
	 	By:	/s/
    Jerry Tang
	 	 	Name:  Jerry
    Tang
	 	 	Title:    Executive
    Director
	 	 	 
	 	By:	/s/
    Delphine Clerjaud
	 	 	Name:  Delphine
    Clerjaud
	 	 	Title:    Vice
    President
	 	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC,  as Initial Note B-A Holder
	 	 
	 	By:	/s/
    Jerry Tang
	 	 	Name:  Jerry
    Tang
	 	 	Title:    Executive
    Director
	 	 	 
	 	By:	/s/
    Delphine Clerjaud
	 	 	Name:  Delphine
    Clerjaud
	 	 	Title:    Vice
    President



 





CSAIL
2017-CX10: THIS STANDARD HIGHLINE NYC CO-LENDER AGREEMENT







 






     


     


    

 


	 	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC,  as Initial Note B-B Holder
	 	 
	 	By:	/s/
    Jerry Tang
	 	 	Name:  Jerry
    Tang
	 	 	Title:    Executive
    Director
	 	 	 
	 	By:	/s/
    Delphine Clerjaud
	 	 	Name:  Delphine
    Clerjaud
	 	 	Title:    Vice
    President



 


CSAIL
2017-CX10: THIS STANDARD HIGHLINE NYC CO-LENDER AGREEMENT


 







     


     


    

 


EXHIBIT
A


 


MORTGAGE
LOAN SCHEDULE


 


Description
of Mortgage Loan


 


	Mortgage
    Loan Borrower:	GC
    SHL, LLC
	Date
    of Mortgage Loan: 	October
    27, 2017
	Date
    of Notes: 	Dated
    as of October 27, 2017
	Original
    Principal Amount of Mortgage Loan:	$170,000,000.00
	Principal
    Amount of Mortgage Loan as of the date hereof:	$170,000,000.00
	Initial
    Note Principal Balance of Note A-A:	$45,000,000
	Initial
    Note Principal Balance of Note A-B:	$65,000,000
	Initial
    Note Principal Balance of Note B-A:	$30,
    000,000
	Initial
    Note Principal Balance of Note B-B:	$30,000,000
	Location
    of Mortgaged Property:	New
    York, New York
	Initial
    Maturity Date:	The
    Payment Date occurring in November 5, 2027
	Note
    Rate of Note A-A	4.727%
	Note
    Rate of Note A-B	4.727%
	Note
    Rate of Note B-A	4.727%
	Note
    Rate of Note B-B	4.727%


 






    A-1


     


    

 


EXHIBIT
B


 


1.    Agent
Office:


 


(Prior
to the Securitization Date):


 


NATIXIS
REAL ESTATE CAPITAL LLC


 


Notice Address:


 


Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Khaled Mohiuddin

Facsimile: (212) 891-5777


 


with
a copy to:



Natixis Real Estate Capital LLC

Office of Chief Operating Officer

1251 Avenue of the Americas

New York, New York 10020

Facsimile: (212) 891-6288


 


with
a copy to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020


 


for
legal notices, with a copy to:



legal.notices@natixis.com


 


(Following
the Securitization Date):


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: keybank_notices@keybank.com


 


with
a copy to:


 


Polsinelli


 






    B-1


     


    

 


900
West 48th Street, Suite 900 


Kansas
City, MO 64112 


Attention:
Kraig Kohring


 


2.        Initial
Note A-A Holder:


 


NATIXIS
REAL ESTATE CAPITAL LLC



Notice Address:



Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Khaled Mohiuddin

Facsimile: (212) 891-5777


 


with
a copy to:



Natixis Real Estate Capital LLC

Office of Chief Operating Officer

1251 Avenue of the Americas

New York, New York 10020

Facsimile: (212) 891-6288


 


with
a copy to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020


 


for
legal notices, with a copy to:



legal.notices@natixis.com


 


3.        Initial
Note A-B Holder:


 


NATIXIS
REAL ESTATE CAPITAL LLC



Notice Address:



Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Khaled Mohiuddin

Facsimile: (212) 891-5777


 






    B-2


     


    

 


with
a copy to:



Natixis Real Estate Capital LLC

Office of Chief Operating Officer

1251 Avenue of the Americas

New York, New York 10020

Facsimile: (212) 891-6288


 


with
a copy to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020


 


for
legal notices, with a copy to:



legal.notices@natixis.com


 


4.        Initial
Note B-A Holder: 


 


NATIXIS
REAL ESTATE CAPITAL LLC



Notice Address:



Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Khaled Mohiuddin

Facsimile: (212) 891-5777


 


with
a copy to:



Natixis Real Estate Capital LLC

Office of Chief Operating Officer

1251 Avenue of the Americas

New York, New York 10020

Facsimile: (212) 891-6288


 


with
a copy to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020


 






    B-3


     


    

 


for
legal notices, with a copy to:



legal.notices@natixis.com


 


5.        Initial
Note B-B Holder:


 


NATIXIS
REAL ESTATE CAPITAL LLC



Notice Address:



Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Khaled Mohiuddin

Facsimile: (212) 891-5777


 


with
a copy to:



Natixis Real Estate Capital LLC

Office of Chief Operating Officer

1251 Avenue of the Americas

New York, New York 10020

Facsimile: (212) 891-6288


 


with
a copy to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020


 


for
legal notices, with a copy to:



legal.notices@


 


natixis.com


 






    B-4


     


    

 


EXHIBIT
C


 


PERMITTED
FUND MANAGERS


 


1.
Apollo Global Real Estate 


2.
Archon Capital, L.P. 


3.
AREA Property Partners 


4.
BlackRock, Inc. 


5.
The Blackstone Group International Ltd. 


6.
Capital Trust, Inc. 


7.
Clarion Partners 


8.
Colony Capital, Inc. 


9.
DLJ Real Estate Capital Partners 


10.
Eightfold Real Estate Capital, L.P. 


11.
Fortress Investment Group LLC 


12.
Garrison Investment Group 


13.
Goldman, Sachs & Co. 


14.
iStar Financial Inc. 


15.
J.E. Roberts Companies 


16.
Lend-Lease Real Estate Investments 


17.
LoanCore Capital 


18.
Lonestar Funds 


19.
Praedium Group 


20.
Raith Capital Partners, LLC 


21.
Rialto Capital Management, LLC 


22.
Rialto Capital Advisors, LLC 


23.
Rockpoint Group 


24.
Starwood Capital/Starwood Financial Trust 


25.
Torchlight Investors 


26.
Walton Street Capital, LLC 


27.
Westbrook Partners 


28.
WestRiver Capital 


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


 






    C-1