Exhibit 4.6


 


Execution Version





	  










 


Harvey Building Products Portfolio


 


CO-LENDER AGREEMENT


 


Dated as of November 17, 2015


 


between


 


LADDER CAPITAL FINANCE III LLC – Series
98 - Harvey Portfolio

(Note A-1 Holder),


 


LADDER CAPITAL FINANCE III LLC – Series
98 - Harvey Portfolio 

(Note A-2A Holder)


 


LADDER CAPITAL FINANCE III LLC – Series
98 - Harvey Portfolio 

(Note A-2B Holder)and


 


LADDER CAPITAL FINANCE III LLC – Series
98 - Harvey Portfolio 

(Note A-3 Holder)





	  







 




    	 



    	 



    

 


TABLE OF CONTENTS


  





	 	 	Page
	 	 	 
	1.	Definitions; Conflicts	2
	2.	Servicing of the Mortgage Loan	13
	3.	Priority of Notes	15
	4.	Workout	15
	5.	Accounts; Payment Procedure	15
	6.	Limitation on Liability	16
	7.	Representations of the Holders	16
	8.	Independent Analyses of each Holder	17
	9.	No Creation of a Partnership or Exclusive Purchase Right	18
	10.	Not a Security	18
	11.	Other Business Activities of the Holders	18
	12.	Transfer of Notes	18
	13.	Exercise of Remedies by the Servicer	20
	14.	Rights of the Directing Holder	22
	15.	Appointment of Special Servicer	23
	16.	Rights of the Non-Directing Holders	24
	17.	Advances; Reimbursement of Advances	25
	18.	Provisions Relating to Securitization	25
	19.	Governing Law; Waiver of Jury Trial	30
	20.	Modifications	30
	21.	Successors and Assigns; Third Party Beneficiaries	30
	22.	Counterparts	30
	23.	Captions	30
	24.	Notices	31
	25.	Custody of Mortgage Loan Documents	31




 



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THIS CO-LENDER AGREEMENT
(the “Agreement”), dated as of November 17, 2015, between LADDER CAPITAL FINANCE III LLC – Series 98
- Harvey Portfolio, a segregated series of Ladder Capital Finance III LLC, a Delaware limited liability company (collectively
with LCF I, “Ladder”), having an address at 345 Park Avenue, 8th Floor, New York, New York 10154, as the holder
of Note A-1, Ladder, as the holder of Note A-2A, Ladder, as the holder of Note A-2B and Ladder, as the holder of
Note A-3.


 


W I T N E
S S E T H:


 


WHEREAS, Ladder Capital
Finance, LLC, a Delaware limited liability company, has made a mortgage loan in the original principal amount of $110,000,000 (the
“Mortgage Loan”) to the borrower listed on Exhibit A hereto (the “Borrower”)
pursuant to a loan agreement dated as of October 1, 2015 (the “Loan Agreement”);


 


WHEREAS, Ladder Capital
Finance LLC assigned the original notes to Tuebor TRS II LLC, a Michigan limited liability company, which assigned the original
notes to Ladder;


 


WHEREAS, the Mortgage
Loan is evidenced by four notes, Note A-1 in the original principal amount of $42,000,000, Note A-2A, in the original
principal amount of $25,000,000, Note A-2B, in the original principal amount of $10,000,000 and Note A-3, in the original
principal amount of $33,000,000 (“Note A-1”, (“Note A-2A”, “Note A-2B”
and “Note A-3”, respectively and individually, each, a “Note” and collectively the “Notes”);


 


WHEREAS, the Mortgage
Loan is secured by a first mortgage lien (the “Mortgage”) on the real properties known as Harvey Building Products
Portfolio as more fully described in the Loan Agreement (the “Mortgaged Properties” and each, a “Mortgaged
Property”);


 


WHEREAS, Ladder intends
to sell, transfer and assign its right, title and interest in and to Note A-1 to Deutsche Mortgage & Asset Receiving Corporation
(“DMARC”), as depositor, pursuant to a Mortgage Loan Purchase Agreement dated November 1, 2015, by and among
DMARC, as purchaser, Ladder, as seller, and Series TRS of Ladder Capital Finance Holdings LLLP and Series REIT of Ladder Capital
Finance Holdings LLLP, as guarantors, and DMARC intends to transfer its right, title and interest in and to Note A-1 to Wilmington
Trust, National Association, as trustee for the COMM 2015-LC23 Mortgage Trust under a pooling and servicing agreement, dated as
of October, 2015 (the “Note A-1 PSA”), between DMARC, as depositor, Wells Fargo Bank, National Association,
as master servicer, LNR Partners, LLC, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank,
National Association, as certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as trust advisor;


 


WHEREAS, Ladder intends,
but is not bound, to sell, transfer and assign all or a portion of its right, title and interest in and to Note A-2A, Note A-2B
and Note A-3 to one or


 



    	 



    	 



    

 


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


 


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


 


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


 


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


 


“Acceptable
Insurance Default” shall have the meaning assigned to such term or analogous term in the Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“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. The terms “controlled
by,” “controlling” and “under common control with” shall have the respective correlative meaning
thereto.


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Excluded Amounts”
shall mean:


 


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


 


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


 


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


 


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


 


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


 


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


 


“Intervening
Trust Vehicle” shall mean, with respect to any Securitization Vehicle that is a CLO, a trust vehicle or entity which
holds any of Note A-1, Note A-2A, Note A-2B or Note A-3 as collateral securing (in whole or in part) any obligation or
security held by such Securitization Vehicle as collateral for the CLO.


 


“Indemnified
Parties” shall mean each of the Lead Securitization depositor, the Lead Servicer, the Lead Securitization special servicer,
the Lead Securitization certificate administrator, the Lead Securitization operating advisor and the Lead Trustee (and any director,
officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Lead
Servicing Agreement in respect of other mortgage loans).


 


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


 


“Ladder”
shall mean Ladder Capital Finance I LLC.


 


“Lead Note”
shall mean the Note in the Lead Securitization.


 


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


 


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


 






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“Lead Securitization
Trust” shall mean the trust established under the Note A-1 PSA in connection with the Note A-1 Securitization


 


“Lead Servicer”
shall mean the servicer and/or special servicer designated under the Note A-1 PSA.


 


“Lead Trustee”
shall mean the Note A-1 Trustee.


 


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


 


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


 


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


 


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


 


“Master Servicer
Remittance Date” shall mean:


 


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


 


(b)          with
respect to Note A-2A, (a) during the period prior to the Note A-2A Securitization Date, two Business Days after
the Payment Date (as defined in the Loan Agreement), and (b) during the period from and after the Note A-2A Securitization
Date, the earlier of (i) the “Master Servicer Remittance Date” (or analogous term) as defined in the Servicing Agreement
and (ii) the Business Day following the “Determination Date” (or analogous term) as defined in the Note A-2A PSA (as
long as such date is at least one Business Day after receipt of the Monthly Payment);


 


(c)          with
respect to Note A-2B, (a) during the period prior to the Note A-2B Securitization Date, two Business Days after
the Payment Date (as defined in the Loan Agreement), and (b) during the period from and after the Note A-2B Securitization
Date, the earlier of (i) the “Master Servicer Remittance Date” (or analogous term) as defined in the Servicing Agreement
and (ii) the Business Day following the “Determination Date” (or analogous term) as defined in the Note A-2B PSA (as
long as such date is at least one Business Day after receipt of the Monthly Payment); and


 


(d)          with
respect to Note A-3, (a) during the period prior to the Note A-3 Securitization Date, two Business Days after the
Payment Date (as defined in the Loan Agreement), and (b) during the period from and after the Note A-3 Securitization
Date, the earlier of (i) the “Master Servicer Remittance Date” (or analogous term) as defined in the Servicing Agreement
and (ii) the Business Day following the “Determination Date” (or analogous term) as defined in the Note A-3 PSA (as
long as such date is at least one Business Day after receipt of the Monthly Payment).


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Directing
Holders” shall mean the holder of the holder of Note A-2A, the holder of Note A-2B and the holder of Note A-3,
and if, Note A-2A, Note A-2B or Note A-3 is included in a Securitization, the holders of Certificates representing the specified
interest in the class of Certificates designated as the “controlling class” or the duly appointed representative of
the holders of such Certificates or such other party otherwise entitled under the Note A-2A PSA, he Note A-2B PSA and
the Note A-3 PSA to exercise the rights granted to the Non-Directing Holders in this Agreement.


 


“Non-Lead Master
Servicer” shall mean, (i) with respect to Note A-2A and the Note A-2A PSA, the master servicer designated
under the Note A-2A PSA, (ii) with respect to Note A-2B and the Note A-2B PSA, the master servicer designated under
the Note A-2B PSA, and (iii) with respect to Note A-3 and the Note A-3 PSA, the master servicer designated
under the Note A-3 PSA.


 


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


 



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“Non-Lead Note
Holder” shall mean the holder of the Non-Lead Note.


 


“Non-Lead Servicing
Agreement” shall mean the Note A-2A PSA, the Note A-2B PSA and the Note A-3 PSA.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note A-1
Special Servicer” shall mean the special servicer under the Note A-1 PSA.


 


“Note A-1
Trust Fund” shall mean the trust formed pursuant to the Note A-1 PSA.


 


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


 


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


 


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


 


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


 


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


 



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“Note A-2A
PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-2A
Securitization.


 


“Note A-2A
Securitization” shall mean the first sale by the Note A-2A Holder of all or a portion of Note A-2A to a depositor
who will in turn include such portion of Note A-2A as part of the securitization of one or more mortgage loans.


 


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


 


“Note A-2A
Special Servicer” shall mean the special servicer for the Mortgage Loan under the Note A-2A PSA.


 


“Note A-2A
Trust Fund” shall mean the trust formed pursuant to the Note A-2A PSA.


 


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


 


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


 


“Note A-2B
Holder” shall mean Ladder or any subsequent holder of Note A-2B.


 


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


 


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


 


“Note A-2B
PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-2B
Securitization.


 


“Note A-2B
Securitization” shall mean the first sale by the Note A-2B Holder of all or a portion of Note A-2B to a depositor
who will in turn include such portion of Note A-2B as part of the securitization of one or more mortgage loans.


 


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


 


“Note A-2B
Special Servicer” shall mean the special servicer for the Mortgage Loan under the Note A-2B PSA.


 


“Note A-2B
Trust Fund” shall mean the trust formed pursuant to the Note A-2B PSA.


 


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


 


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


 






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“Note A-3
Holder” shall mean Ladder or any subsequent holder of Note A-3.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-9-



    	 



    

 


on the principal balance of its Note in relation to the principal
balance of the entire Mortgage Loan of such particular payment, collection, cost, expense, liability or other amount.


 


“Qualified Servicer”
shall mean (i) Wells Fargo Bank, National Association, (ii) Midland Loan Services, a Division of PNC Bank, National Association,
(iii) KeyBank National Association or (iv) any nationally recognized commercial mortgage loan servicer (1) rated
at least “CSS3,” in the case of a special servicer, or at least “CMS2,” in the case of a master servicer,
by Fitch, (2) on the S&P Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage
Special Servicer, as applicable, (3) as to which none of DBRS, Moody’s or KBRA has cited servicing concerns of such
servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal) of securities in any CMBS transaction rated by DBRS, Moody’s
or KBRA, as applicable, and serviced by such servicer prior to the time of determination and (4) that (i) during the
12-month period prior to the date of determination, acted as master servicer or special servicer, as applicable, in a commercial
mortgage loan securitization rated by Morningstar and (ii) Morningstar has not qualified, downgraded or withdrawn the then-current
rating or ratings of one or more classes of such certificates citing servicing concerns with the servicer or special servicer,
as applicable, as the sole or material factor in such rating action. For purposes of this definition, for so long as any Note is
included in a Securitization, the ratings or actions of any Rating Agency that is not rating such Securitization(s) shall not be
considered.


 


“Qualified Transferee”
shall mean an Affiliate of Ladder or one or more of the following (other than a Borrower or any entity which is an Affiliate of
a Borrower):


 


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


 


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


 


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


 


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


 


(v)         a
Qualified Trustee (or, in the case of a CLO, a single purpose bankruptcy-remote entity that contemporaneously pledges its interest
in a Note to a Qualified Trustee) in connection with (A) a securitization of, (B) the creation of collateralized debt
obligations (“CLO”) secured by, or (C) a financing through an “owner trust” of, any interest
in a Note (any of the foregoing, a “Securitization Vehicle”), provided that either (1) one or more
classes of securities issued by such


 






    	-10-



    	 



    

 


Securitization Vehicle is initially rated at least investment grade by at least two of the
Rating Agencies that also assigned a rating to one or more classes of securities issued in connection with the Securitization of
a Note; (2) the special servicer for the Securitization Vehicle is a Qualified Servicer at the time of transfer; or (3) in
the case of a Securitization Vehicle that is a CLO, the CLO Asset Manager and, if applicable, each Intervening Trust Vehicle that
is not administered and managed by a CLO Asset Manager that is a Qualified Transferee, is a Qualified Transferee under clause (i),
(ii), (iii) or (iv) of this definition; or


 


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


 


which, in the case of each of clauses (i),
(ii), and (iii) of this definition, has (A) at least $400,000,000 in total assets (in name or under management) and (except
with respect to a pension advisory firm or similar fiduciary) at least $150,000,000 in capital/statutory surplus or shareholders’
equity, and (B) is regularly engaged in the business of making or owning commercial real estate loans or commercial loans
similar to the Mortgage Loan.


 


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


 


“Rating Agencies”
shall mean DBRS, 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 Holder to rate the securities issued in connection with the Securitization
of the related Note; provided, however, that, unless specified otherwise, at any time during which any Note is an
asset of a Securitization, “Rating Agencies” or “Rating Agency” shall mean only those rating
agencies that are engaged by the applicable Depositor from time to time to rate the securities issued in connection with such Securitization.


 


“Rating Agency
Confirmation” shall mean each of the applicable Rating Agencies shall have confirmed in writing that the occurrence of
the event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or withdrawal
of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In the event that
no Certificates are outstanding, any action that


 






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would otherwise require a Rating Agency Confirmation shall require the consent
of the Note A-1 Holder, which consent shall not be unreasonably withheld, conditioned or delayed.


 


For the purposes of this
Agreement, if any Rating Agency (1) waives, declines or refuses, in writing, to review or otherwise engage any request for
a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal
of its then current rating of the securities issued pursuant to the related Securitization, or (2) does not reply to such
request or responds in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement
for Rating Agency Confirmation and the related timing, notice and other applicable provisions set forth in the Servicing Agreement,
the Note A-2A PSA, the Note A-2B PSA and the Note A-3 PSA) have been satisfied, then for such request only, the
condition that such confirmation by such Rating Agency (only) be obtained will be deemed not to apply for purposes of this Agreement.
For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation
hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such
Rating Agency Confirmation hereunder and the condition for such Rating Agency Confirmation pursuant to this Agreement for any subsequent
request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.


 


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


 


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


 


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


 


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


 


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


 


“Servicing Agreement”
shall mean the Note A-1 PSA; provided that in the event the Lead Note is no longer an asset of the trust fund created
pursuant to the Servicing Agreement, the term “Servicing Agreement” shall refer to the subsequent servicing agreement
entered into pursuant to Section 2.


 


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


 



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


 


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


 


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


 


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


 


“Special Servicing
Fee” shall have the meaning given to such term or an analogous term in the Servicing Agreement; provided that
under no circumstances shall the Special Servicing Fee exceed 25 basis points per annum of the Mortgage Loan.


 


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


 


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


 


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


 


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


 


2.          Servicing
of the Mortgage Loan. (a)  Each Holder acknowledges and agrees that, subject in each case to the specific terms
of this Agreement, the Mortgage Loan shall be serviced by the Note A-1 Master Servicer and the Note A-1 Special Servicer
pursuant to the terms of this Agreement and the Note A-1 PSA.


 


Each Holder agrees to reasonably cooperate
with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement.


 


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


 



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


 


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


 


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


 


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


 


(f)          If any Note is
included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning of Section 860D(a)
of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall be administered
such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within the meaning of
Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf of the
Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or
lien on such property following a default on the Mortgage Loan shall be administered so that the interest of the pro rata share
of each Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code, and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent
from any action of the Borrower, or exercise or refrain from exercising any powers or rights that the Holders may have under the
Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage Loan, within
the meaning of Section 1.860G 2(b) of the


 






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


 


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


 


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


 


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


 


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


 


5.          Accounts;
Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the
Collection Account or Collection


 



    	-15-



    	 



    

 


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


 


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


 


6.          Limitation
on Liability. Subject to the terms of the Servicing Agreement, no Holder (including the Master Servicer or the Special
Servicer on its behalf) shall have any


 



    	-16-



    	 



    

 


liability to any other Holder with respect to any Note, except (1) with respect
to the Advance reimbursement provisions set forth in Section 17 and (2) with respect to losses actually
suffered due to the gross negligence, willful misconduct or material breach of this Agreement on the part of such Holder
(including the Master Servicer or the Special Servicer on its behalf, except that the Master Servicer’s or Special
Servicer’s liability may be further limited or expanded as set forth in the Servicing Agreement).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(viii)      It
is a Qualified Transferee.


 



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8.          Independent
Analyses of each Holder. Each Holder acknowledges that, except for the representations made in Section 7, it
has, independently and without reliance upon any other Holders and based on such documents and information as such Holder has
deemed appropriate, made its own credit analysis and decision to purchase its respective Note. Each Holder hereby
acknowledges that the other Holders shall have no responsibility for (i) the collectability of the Mortgage Loan,
(ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or
policies or any survey furnished or to be furnished in connection with the origination of the Mortgage Loan, (iii) the
validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the
financial condition of the Borrower. Each Holder assumes all risk of loss in connection with its respective Note for reasons
other than gross negligence, willful misconduct or breach of this Agreement by any other Holder or negligence, willful
misconduct or bad faith by any Servicer.


 


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


 


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


 


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


 


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


 






    	-18-



    	 



    

 


Note, a Rating Agency
Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed
to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a
Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and
agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Other than in connection with
the Securitization of any Note, such proposed transferee shall also remake each of the representations and warranties
contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring
Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is
in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to
rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to
the Borrower or an Affiliate of a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights
in the purported transferee.


 


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


 


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


 


(d)          Notwithstanding
anything to the contrary contained herein, each Holder may pledge or transfer (a “Pledge”) its Note to any entity
(other than the Borrower or any Affiliate of the Borrower) that has extended a credit facility to such Holder or has entered into
a repurchase agreement with such Holder and that, in each case, is either a Qualified Transferee or a financial institution whose
long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Note
Pledgee”), or to a Person with respect to which a Rating Agency Confirmation has been obtained, on terms and conditions
set forth in this Section 12(d), it being further agreed that a financing provided by a Note Pledgee to any Holder
or any Affiliate that controls such Holder that is secured by such Holder’s interest in its respective Note and is structured
as a repurchase arrangement, shall qualify as a “Pledge” hereunder on the condition that all applicable terms and conditions
of this Section 12 are complied with. A Note Pledgee that is not a Qualified Transferee may not take title to a Note
without a Rating Agency Confirmation. Upon written notice, if any, by the pledging Holder to the other Holders and the Servicer
that a Pledge has been effected (including the name and address of the applicable Note Pledgee), the other Holders agree to acknowledge
receipt of such notice and thereafter agree: (i) to give such Note Pledgee written notice of any default by the pledging Holder
in respect of its obligations under this Agreement of which default such Holder has actual knowledge and which notice shall be
given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Note Pledgee a period of ten
(10) business days to cure a default by the pledging Holder in respect of its obligations to the other Holders hereunder, but such
Note


 



    	-19-



    	 



    

 


Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination
of this Agreement or the Servicing Agreement (if the pledging Holder had the right to consent to such amendment, modification,
waiver or termination pursuant to the terms hereof) shall be effective against such Note Pledgee without the written consent of
such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to
be given if Note Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination
within 10 days after request therefor; (iv) that the other Holders shall accept any cure by such Note Pledgee of any default
of the pledging Holder which such pledging Holder has the right to effect hereunder, as if such cure were made by such pledging
Holder; (v) that the other Holders or Servicer shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee
shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the other
Holders; and (vi) that, upon written notice (a “Redirection Notice”) to the Servicer by such Note Pledgee
that the pledging Holder is in default beyond any applicable cure periods with respect to the pledging Holder’s obligations
to such Note Pledgee pursuant to the applicable credit agreement or other agreements relating to the Pledge between the pledging
Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection
Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Servicer
would otherwise be obligated to make to the pledging Holder from time to time pursuant to this Agreement or any Servicing Agreement.
Any pledging Holder hereby unconditionally and absolutely releases the other Holders and any Servicer from any liability to the
pledging Holder on account of any Holder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer
or other Holders in good faith to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its
rights and remedies against the pledging Holder (and accept an assignment in lieu of foreclosure as to such collateral), in accordance
with applicable law and this Agreement. In such event, the other Holders and the Servicer shall recognize such Note Pledgee (and
any transferee (other than the Borrower or any Affiliate of the Borrower) that is also a Qualified Transferee at any foreclosure
or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and such Person’s successor and assigns,
as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee
or Qualified Transferee shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer
(i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this
Agreement. The rights of a Note Pledgee under this Section 12(d) shall remain effective as to any Holder (and any Servicer)
unless and until such Note Pledgee shall have notified such Holder (and any Servicer, as applicable) in writing that its interest
in the pledged Note has terminated.


 


13.          Exercise
of Remedies by the Servicer. (a)  Subject to the terms of this Agreement and the Servicing Agreement and
subject to the rights and consents, where required, of the Directing Holder, the Servicer shall have the sole and exclusive
authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan,
including, without limitation, the sole and exclusive authority to (i) modify or waive any of the terms of the Mortgage
Loan Documents, (ii) consent to any action or failure to act by a Borrower or any party to the Mortgage Loan Documents,
(iii) vote all claims with respect to the Mortgage Loan in any bankruptcy, insolvency or other similar proceedings and
(iv) to take legal action to


 






    	-20-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(3)          at
least 10 days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in
the Servicing File requested by a Non-Lead Note Holder; and


 



    	-21-



    	 



    




 


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


 


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


 


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


 


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


 


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


 



    	-22-



    	 



    

 


written recommendation and analysis and such additional
information requested by the Directing Holder as may be necessary in the reasonable judgment of the Directing Holder in order
to make a judgment with respect to such Major Action. The Directing Holder may also direct the Special Servicer to take, or
to refrain from taking, such other actions with respect to the Mortgage Loan as the Directing Holder may deem advisable.


 


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


 


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


 


No objection, direction
or advice contemplated by this Agreement 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.


 


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


 


15.          Appointment
of Special Servicer. The Directing Holder shall have the right at any time and from time to time, with or without cause,
to replace the Special Servicer


 



    	-23-



    	 



    

 


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


 


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


 


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


 


(ii)         to
consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports,
such Non-Directing Holder requests consultation with respect to any such Major Action or the implementation of any recommended
actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such
Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to each
Non-Directing Holder of written notice of a proposed action, together with copies of the notice, information and report required
to be provided to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether
or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course
of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall
be begin anew from the date of such proposal and delivery of all information relating thereto).


 


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


 



    	-24-



    	 



    




 


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


 


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


 


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


 


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


 


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


 


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


 



    	-25-



    	 



    




 


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


 


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


 


18.          Provisions
Relating to Securitization. (a)  For so long as Ladder or an Affiliate of Ladder (an “Initial Note
Holder”) is the owner of any Note, the Initial Note Holder shall have the right, subject to the terms of the
Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (“New
Notes”) reallocating the principal of the applicable Note among other New Notes or severing the applicable Note
into one or more further “component” notes in the aggregate principal amount equal to the then outstanding
principal balance of such Note, provided that (i) the aggregate principal balance of the New Notes following such
amendments is no greater than the principal balance of such Note prior to such amendments, (ii) all New Notes continue
to have the same interest rate as such Note prior to such amendments, (iii) all New Notes pay pro rata and on a pari
passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement,
(iv) the Initial Note Holder holding the New Notes shall notify each other Holder, as applicable, and, if any other Note
has been included in a securitization, the parties under each applicable PSA, in writing of such modified allocations and
principal amounts, and (v) the execution of such amendments and New Notes shall not violate the Servicing Standard. In
connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement
and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders
solely for the purpose of reflecting such reallocation of principal or such severing of any Note held by the Initial Note
Holder, (2) if any Note is severed into “component” notes, such component notes shall each have their
same rights as the respective original Note and (3) the definition of the term “Securitization” and all of
the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency
Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph
18(a). The Initial Note Holder whose Note is being reallocated or split pursuant to this Section 18(a) shall
reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or
split.


 


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


 


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


 



    	-26-



    	 



    

 


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


 


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


 


(iv)        each
of trustee and the master servicer under the Non-Lead Servicing Agreement, as applicable, shall acknowledge that, (i) each
of the Master Servicer, the Special Servicer and the non-lead trust will be a third party beneficiary under the Non-Lead Servicing
Agreement with respect to any provisions therein relating to (1) the reimbursement of any nonrecoverable advances made with
respect to such Non-Lead Note by the Master Servicer or the Lead Trustee, and (2) clause (v) below and (ii) the
Special Servicer will be a third party beneficiary under the related Non-Lead Servicing Agreement with respect to any provisions
therein relating to (1) the reimbursement of any nonrecoverable advances made with respect to such Non-Lead Note by the Special
Servicer (it being understood that the Special Servicer is not required to make any Advances) and (2) the indemnification
of the Special Servicer against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and
any other costs, liabilities, fees and expenses, incurred in connection with any pooling and servicing agreement relating to such
Non-Lead Note;


 


(v)         each
of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of Lead
Securitization Servicing Agreement) by the securitization trust holding such Non-Lead Note, against any claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection
with servicing and administration of the Mortgage Loan (or, with respect to the Lead Securitization operating advisor, incurred
in connection with the provision of services for the Mortgage Loan) under the Lead Servicing Agreement (collectively, the “Indemnified
Items”) to the extent of its pro rata share of such Indemnified Items, and to


 






    	-27-



    	 



    

 


the extent amounts on deposit in
the “Serviced Pari Passu Companion Loan Custodial Account” are insufficient for reimbursement of such amounts, the
related Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties for its pro rata
share of the insufficiency out of general funds in the collection account (or equivalent account) established under such Non-Lead
Servicing Agreement; provided, however, that any Non-Lead Servicing Agreement may include limitations and conditions
on the payment or reimbursement of Indemnified Items to the Lead Securitization operating advisor (including limitations and conditions
with respect to the timing of such payments or reimbursements and the sources of funds for such payments or reimbursements);


 


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


 


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


 


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


 


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


 



    	-28-



    	 



    




 


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


 


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


 


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


 


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


 


25.          Custody
of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than Note A-2A, Note A-2B
and Note A-3) will be held by the Note A-1 Trustee (or by a custodian on its behalf) under the terms of the Note A-1
PSA on behalf of all of the Holders. [NO FURTHER TEXT ON THIS PAGE]


 




    	-29-



    	 



    

 


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





	 	 	 
	 	Note A-1 Holder:
	 	 
	 	LADDER CAPITAL FINANCE III LLC –
	 	 	Series 98 - Harvey Portfolio, a segregated
	 	 	series of Ladder Capital Finance III LLC, a
	 	 	Delaware limited liability company
	 	 	 
	 	By:	/s/ David Traitel
	 	 	Name: David Traitel
	 	 	Title: Managing Director
	 	 	 
	 	Note A-2A Holder:
	 	 
	 	LADDER CAPITAL FINANCE III LLC –
	 	 	Series 98 - Harvey Portfolio, a segregated
	 	 	series of Ladder Capital Finance III LLC, a
	 	 	Delaware limited liability company
	 	 	 
	 	By:	/s/ David Traitel
	 	 	Name: David Traitel
	 	 	Title: Managing Director
	 	 	 
	 	Note A-2B Holder:
	 	 
	 	LADDER CAPITAL FINANCE III LLC –
	 	 	Series 98 - Harvey Portfolio, a segregated
	 	 	series of Ladder Capital Finance III LLC, a
	 	 	Delaware limited liability company
	 	 	 
	 	By:	/s/ David Traitel
	 	 	Name: David Traitel
	 	 	Title: Managing Director







 





Signature
Page


Co-Lender
Agreement


 



    	 



    	 



    

 





	 	Note A-3 Holder:
	 	 
	 	LADDER CAPITAL FINANCE III LLC –
	 	 	Series 98 - Harvey Portfolio, a segregated
	 	 	series of Ladder Capital Finance III LLC, a
	 	 	Delaware limited liability company
	 	 	 
	 	By:	/s/ David Traitel
	 	 	Name: David Traitel
	 	 	Title: Managing Director







 


Signature
Page


Co-Lender
Agreement



 



    	 



    	 



    




 


EXHIBIT A


 


MORTGAGE LOAN SCHEDULE


 


A.          Description of Mortgage Loan


 


	Borrower:	Harvey Propco LLC
	Date of Mortgage Loan:  	October 1, 2015
	Initial Principal Amount of Mortgage Loan:	$110,000,000
	Closing Date Mortgage Loan Principal Balance:	$110,000,000
	Location of Mortgaged Property:	Various
	Current Use of Mortgaged Property:	Industrial
	Mortgage Interest Rate:	
        Note A-1: 4.850%

        Note A-2A: 4.850%

        Note A-2B: 4.850%

        Note A-3: 4.850%

	Maturity Date:	October 6, 2020



 






    	A-1



    	 



    

 


B.          Description of Notes


 


	Closing Date:	October 1, 2015
	Note A-1 Principal Balance (As of October 1, 2015):	$42,000,000
	Note A-2A Principal Balance (As of October 1, 2015):	$25,000,000
	Note A-2B Principal Balance (As of October 1, 2015):	$10,000,000
	Note B Principal Balance (As of October 1, 2015):	$33,000,000
	Note A-1 Percentage Interest (As of October 1, 2015):	38.2%
	Note A-2A Percentage Interest (As of October 1, 2015):	22.7%
	Note A-2B Percentage Interest (As of October 1, 2015):	9.3%
	Note A-3 Percentage Interest(As of October 1, 2015):	30%
	Note A-1 Interest Rate:	4.850%
	Note A-2A Interest Rate:	4.850%
	Note A-2B Interest Rate:	4.850%
	Note A-3 Interest Rate	4.850%
	Note A-1 Default Interest Rate:	Lesser of (a) the maximum rate permitted by law or (b) five percent (5%) above the Interest Rate
	Note A-2A Default Interest Rate:  	Lesser of (a) the maximum rate permitted by law or (b) five percent (5%) above the Interest Rate
	Note A-2B Default Interest Rate:  	Lesser of (a) the maximum rate permitted by law or (b) five percent (5%) above the Interest Rate
	Note A-3 Default Interest Rate:  	Lesser of (a) the maximum rate permitted by law or (b) four percent (4%) above the Interest Rate


 




    	A-2



    	 



    

 


EXHIBIT B


 


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


 


Ladder Capital Finance LLC

345 Park Avenue, 8th Floor


New York, New York 10154


Attention: Pamela McCormack


Telecopier: 212-715-3199


 




    	B-1



    	 



    

 


EXHIBIT C


 


PERMITTED FUND MANAGERS


 


Westbrook Partners


iStar Financial Inc.


Capital Trust


Archon Capital, L.P.


Whitehall Street Real Estate Fund, L.P.


The Blackstone Group


Normandy Real Estate Partners


Dune Real Estate Partners


AllianceBernstein


Rockwood


RREEF Funds


Hudson Advisors


Artemis Real Estate Partners


Apollo Real Estate Advisors


Colony Capital, Inc.


Praedium Group


Fortress Investment Group, LLC


Lonestar Opportunity Funds


Clarion Partners


Walton Street Capital, LLC


Starwood Financial Trust


BlackRock, Inc.


Eightfold Real Estate Capital, L.P.


 



    	C-1