Exhibit 4.12


 





 





EXECUTION VERSION


 


AMENDED AND RESTATED CO-LENDER AGREEMENT


 


Dated as of September 6, 2016


 


by and among


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,
SOLELY IN ITS CAPACITY AS 

TRUSTEE IN TRUST FOR HOLDERS OF BBCMS 2016-ETC MORTGAGE TRUST, 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2016-ETC

(Note A-1-A Holder, Note A-2-A Holder, Note B-1 Holder and Note B-2 Holder)


 


BARCLAYS BANK PLC

(Note A-1-B-1 Holder, Note A-1-B-2 Holder and Note A-1-B-3 Holder)


 


MORGAN STANLEY BANK, N.A.

(Note A-2-B Holder)


 


Easton Town Center


 






     


     

    




 


TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	Section 1	Definitions	2
	Section 2	Servicing of the Mortgage Loan	14
	Section 3	Priority of Payments	18
	Section 4	Workout	19
	Section 5	Administration of the Mortgage Loan	20
	Section 6	Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative	23
	Section 7	Appointment of Special Servicer	26
	Section 8	Payment Procedure	27
	Section 9	Limitation on Liability of the Note Holders	28
	Section 10	Bankruptcy	28
	Section 11	Representations of the Note Holders	29
	Section 12	No Creation of a Partnership or Exclusive Purchase Right	29
	Section 13	Other Business Activities of the Note Holders	30
	Section 14	Sale of the Notes	30
	Section 15	Registration of the Notes and Each Note Holder	32
	Section 16	Governing Law; Waiver of Jury Trial	33
	Section 17	Submission To Jurisdiction; Waivers	33
	Section 18	Modifications	34
	Section 19	Successors and Assigns; Third Party Beneficiaries	34
	Section 20	Counterparts	34
	Section 21	Captions	35
	Section 22	Severability	35
	Section 23	Entire Agreement	35
	Section 24	Withholding Taxes	35
	Section 25	Custody of Mortgage Loan Documents	36
	Section 26	Cooperation in Securitization	36
	Section 27	Notices	37
	Section 28	Broker	38
	Section 29	Certain Matters Affecting the Agent	38
	Section 30	Termination and Resignation of Agent	38
	Section 31	Resizing	39







 






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THIS AMENDED AND RESTATED
CO-LENDER AGREEMENT (this “Agreement”), dated as of September 6, 2016, by and among WILMINGTON TRUST, NATIONAL
ASSOCIATION, solely in its capacity as trustee in trust for Holders of the BBCMS 2016-ETC Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2016-ETC, as the Holder of Note A-1-A, Note A-2-A, Note B-1 and Note B-2, BARCLAYS BANK PLC (“Barclays”),
as the Holder of Note A-1-B-1, Note A-1-B-2 and Note A-1-B-3 and MORGAN STANLEY BANK, N.A. (“Morgan Stanley”),
as the Holder of Note A-2-B.


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), Barclays and Morgan Stanley originated a certain loan (the “Mortgage
Loan”) described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the
mortgage loan borrowers described on the Mortgage Loan Schedule (collectively, the “Mortgage Loan Borrower”),
which was evidenced, inter alia, by six promissory notes (as further described below) in the aggregate original principal
amount of $700,000,000 made by the Mortgage Loan Borrower in favor of the Initial Note Holders; and secured by a first mortgage
(as amended, modified or supplemented, the “Mortgage”) on certain real property located as described in the
Mortgage Loan Agreement (collectively, the “Mortgaged Property”);


 


WHEREAS the Mortgage
Loan is evidenced by the following promissory notes (as amended, modified or supplemented, each a “Note” and
collectively, the “Notes”), the designation and original principal amount set forth below, each dated as of
the date set forth below, made by the Mortgage Loan Borrower in favor of the Initial Note Holder:


 


	Note	Date	Initial Note Holder	Original Principal 

Balance
	Note A-1-A	July 28, 2016	Barclays	90,000,000
	Note A-2-A	July 28, 2016	Morgan Stanley	60,000,000
	Note A-1-B-1	September 6, 2016	Barclays	45,000,000
	Note A-1-B-2	September 6, 2016	Barclays	45,000,000
	Note A-1-B-3	September 6, 2016	Barclays	22,500,000
	Note A-2-B	July 28, 2016	Morgan Stanley	75,000,000
	Note B-1	July 28, 2016	Barclays	217,500,000
	Note B-2	July 28, 2016	Morgan Stanley	145,000,000


 


WHEREAS, on or prior
to August 24, 2016, Morgan Stanley assigned all of its right, title and interest in and to Note A-2-A and Note B-2 to Morgan Stanley
Mortgage Capital Holdings LLC (“MSMCH”);


 


WHEREAS, Barclays, as
the initial holder of Note A-1-A, Note A-1-B and Note B-1 and Morgan Stanley, as initial holder of Note A-2-A, A-2-B and B-2, entered
into a Co-Lender Agreement, dated August 24, 2016 (the “Original Co-Lender Agreement”);


 






     


     

    

  


WHEREAS, Barclays sold,
transferred and assigned Note A-1-A and Note B-1 to Wilmington Trust, National Association, solely in its capacity as trustee (in
such capacity, together with its permitted successors and assigns, the “Trustee”) in trust for Holders of the
BBCMS 2016-ETC Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-ETC (the “Certificates”)
for a securitization (such securitization, the “Lead Securitization”) pursuant to the Trust and Servicing Agreement,
dated as of August 1, 2016 (the “Lead Securitization Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as servicer (in such capacity, together with its permitted successors and assigns, the “Servicer”),
AEGON USA Realty Advisors, LLC, as special servicer (in such capacity, together with its permitted successors and assigns, the
“Special Servicer”), the Trustee and Wells Fargo Bank, National Association, as certificate administrator and
custodian and, upon such transfer, the Trustee in trust for Holders of BBCMS 2016-ETC Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2016-ETC became the holder of Note A-1-A and Note B-1;


 


WHEREAS, Morgan Stanley
sold, transferred and assigned Note A-2-A and Note B-2 to the Trustee in trust for Holders of the Certificates in connection with
the Lead Securitization pursuant to the Lead Securitization Servicing Agreement, and, upon such transfer, the Trustee in trust
for Holders of the Certificates became the holder of Note A-2-A and Note B-2;


 


WHEREAS, pursuant to
that certain Note Splitter Agreement, dated as of September 6, 2016, by and among Barclays, as lender, and the Mortgage Loan Borrower,
as borrower, Note A-1-B has been split into three new promissory notes: (i) a Note A-1-B-1 in the original principal amount of
$45,000,000 (“Note A-1-B-1”), (ii) a Note A-1-B-2 in the original principal amount of $45,000,000 (“Note
A-1-B-2”) and (ii) a Note A-1-B-3 in the original principal amount of $22,500,000 (“Note A-1-B-3”);


 


WHEREAS, the parties
hereto desire to enter into this Agreement (1) to memorialize the terms under which they, and their successors and assigns, shall
hold the Notes, respectively and (2) to amend, restate and supersede the terms of the Original Co-Lender Agreement;


 


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


 


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


 


“A Notes”
shall mean each of Note A-1-A, Note A-2-A, Note A-1-B-1, Note A-1-B-2, Note A-1-B-3 and Note A-2-B, as further described on the
Mortgage Loan Schedule.


 


“Administrative
Advance” shall have the meaning given thereto in the Lead Securitization Servicing Agreement.


 






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


 


“Agent”
shall mean the Master Servicer.


 


“Agent Office”
shall mean the designated office of the Agent, which shall be the offices of the Servicer. The Agent Office is the address to which
notices to and correspondence with the Agent should be directed. The Agent may change the address of its designated office by notice
to the Noteholders.


 


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


 


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


 


“B Notes”
shall mean each of Note B-1 and Note B-2, as further described on the Mortgage Loan Schedule.


 


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


 


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


 


“Certificates”
shall mean any securities issued in connection with the Lead Securitization or a Non-Lead Securitization.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Defaulted Loan”
shall mean “Specially Serviced Mortgage Loan" as defined in the Lead Securitization Servicing Agreement.


 


“Depositor”
shall mean Barclays Commercial Mortgage Securities LLC.


 


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


 


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


 


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


 


“Initial Note
2 Holder” shall mean Morgan Stanley, as the initial holder of Note A-2-A, Note A-2-B and Note B-2.


 


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


 


“Insolvency
Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or
any other insolvency, liquidation, reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action
for the dissolution of the Mortgage Loan Borrower, any proceeding (judicial or otherwise) concerning the application of the assets
of the Mortgage Loan Borrower for the benefit of its creditors, the


 






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appointment
of or any proceeding seeking the appointment of a trustee, receiver or other similar custodian for all or any substantial part
of the assets of the Mortgage Loan Borrower or any other action concerning the adjustment of the debts of the Mortgage Loan Borrower,
the cessation of business by the Mortgage Loan Borrower, except following a sale, transfer or other disposition of all or substantially
all of the assets of the Mortgage Loan Borrower in a transaction permitted under the Mortgage Loan Documents; provided,
however, that following any such permitted transaction affecting the title to the Mortgaged Property, the Mortgage Loan
Borrower for purposes of this Agreement shall be defined to mean the successor owner of the Mortgaged Property from time to time
as may be permitted pursuant to the Mortgage Loan Documents; provided, further, however, that for the purposes
of this definition, in the event that more than one entity comprises the Mortgage Loan Borrower, the term “Mortgage Loan
Borrower” shall refer to any such entity.


 


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


 


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


 


“Lead Securitization”
shall mean the Securitization of the Lead Securitization Notes in a Securitization Trust designated by the Initial Note 1 Holder.


 


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


 


“Lead Securitization
Note Holder” shall mean the holder of the Lead Securitization Notes.


 


“Lead Securitization
Servicing Agreement” shall mean the trust and servicing agreement entered into in connection with the Securitization
of the Lead Securitization Notes and issuance of the BBCMS 2016-ETC Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2016-ETC, by and among (a) the Trustee, (b) the Master Servicer, (c) the Special Servicer, (d) the Depositor
and (e) the Certificate Administrator.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of July 28, 2016, between Easton Town Center II, LLC, ETC Fenlon,
LLC, ETCBW, LLC and ETC Dime, LLC, collectively, as Borrower, and Barclays and Morgan Stanley, collectively, as Lender, as the
same may be further amended, restated, supplemented or otherwise modified from time to time, subject to the terms hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Controlling
Note” means each of the Non-Lead Securitization Notes.


 


“Non-Controlling
Note Holder” means each Note Holder of a Non-Controlling Note.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note A-1-A
Holder” shall mean Wilmington Trust, National Association, solely in its capacity as trustee in trust for Holders of
the BBCMS 2016-ETC Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-ETC, as the holder of Note A-1-A
or any subsequent holder of such Note.


 






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“Note A-2-A
Holder” shall mean Wilmington Trust, National Association, solely in its capacity as trustee in trust for Holders of
the BBCMS 2016-ETC Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-ETC, as the holder of Note A-2-A
or any subsequent holder of such Note.


 


“Note A-1-B-1
Holder” shall mean Barclays, as the holder of Note A-1-B-1 or any subsequent holder of such Note.


 


“Note A-1-B-2
Holder” shall mean Barclays, as the holder of Note A-1-B-2 or any subsequent holder of such Note.


 


“Note A-1-B-3
Holder” shall mean Barclays, as the holder of Note A-1-B-3 or any subsequent holder of such Note.


 


“Note A-2-B
Holder” shall mean Morgan Stanley, as the holder of Note A-2-B or any subsequent holder of such Note.


 


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


 


“Note B-1 Holder”
shall mean Wilmington Trust, National Association, solely in its capacity as trustee in trust for Holders of the BBCMS 2016-ETC
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-ETC, as the holder of Note B-1 or any subsequent holder
of such Note.


 


“Note B-2 Holder”
shall mean Wilmington Trust, National Association, solely in its capacity as trustee in trust for Holders of the BBCMS 2016-ETC
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-ETC, as the holder of Note B-2 or any subsequent holder
of such Note.


 


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


 


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


 


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


 


“Note Rate”
shall have the meaning assigned to such term in the Mortgage Loan Documents.


 


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


 






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“Original Co-Lender
Agreement” shall have the meaning assigned to such term in the recitals.


 


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


 


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


 


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


 


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


 


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


 


“Pro Rata Share”
shall mean (a) with respect to each A Note and the Note Holder of such A Note, a fraction, expressed as a percentage, the numerator
of which is the Note Principal Balance of such A Note and the denominator of which is the sum of the Note Principal Balance of
all of the A Notes and (b) with respect to each B Note and the Note Holder of such B Note, a fraction, expressed as a percentage,
the numerator of which is the Note Principal Balance of such B Note and the denominator of which is the sum of the Note Principal
Balance of all of the B Notes.


 






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


 


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


 


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


 


(c)          one or more of the following:


 


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


 


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


 


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


 






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(iv)         an investment fund, limited liability company, limited partnership or general partnership having capital and/or capital
commitments of at least $1,500,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified
Institutional Lender under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities
referred to in clause (i) or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member,
or the fund manager responsible for the day-to-day management and operation of such investment vehicle and provided that
at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that
are otherwise Qualified Institutional Lenders, or


 


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


 


in
the case of any entity referred to in clause (c)(i), (ii), (iii), (iv)(B) or (v) of this definition, (x) such entity
has at least $1,500,000,000 in capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory
firm, asset manager or similar fiduciary) and at least $3,000,000,000 in total assets (in name or under management), and (y) is
regularly engaged in the business of making or owning commercial real estate loans (or interests therein) similar to the Mortgage
Loan (or mezzanine loans with respect thereto) or owning or operating commercial real estate properties; provided that,
in the case of the entity described in clause (iv)(B) above, the requirements of this clause (y) may be satisfied
by a general partner, managing member, or the fund manager responsible for the day-to-day management and operation of such entity;
or


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more loans included
in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date
of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special
servicer of such commercial mortgage loans, (iv) in the case of Morningstar, either (a) the applicable replacement has a special
servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar,
is currently acting as a special


 






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servicer
on a deal or transaction-level basis for all or a significant portion of the related mortgage loans in other CMBS transactions
rated by any of S&P, Moody’s, Morningstar, Fitch, DBRS or KBRA and the trustee does not have actual knowledge that Morningstar
has, and the replacement special servicer certifies that Morningstar has not, with respect to any such other CMBS transaction,
qualified, downgraded or withdrawn its rating or ratings on one or more classes of such CMBS transaction citing servicing concerns
of the applicable replacement as the sole or material factor in such rating action, (v) in the case of KBRA, KBRA has not cited
servicing concerns of such special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the
ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a
transaction serviced by such special servicer prior to the time of determination, and (vi) in the case of DBRS, within the twelve
(12) month period prior to the date of determination, such special servicer has acted as special servicer for one or more loans
included in a commercial mortgage loan securitization that was rated by DBRS and DBRS has not downgraded or withdrawn the then-current
rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the
continuation of such special servicer as special servicer of such commercial mortgage loans as a material reason for such downgrade
or withdrawal.


 


“S&P”
shall mean S&P Global Ratings, and its successors in interest.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Servicing Advance”
shall mean “Property Protection Advances” as defined in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Trust Loan”
means the portion of the Mortgage Loan evidenced by the Lead Securitization Notes.


 


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


 


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


 


Section 2.          Servicing of the Mortgage Loan.


 


(a)           Each Note Holder acknowledges and agrees that, subject to the terms of this Agreement, the Mortgage Loan shall be serviced
from and after the Securitization Date pursuant to the Lead Securitization Servicing Agreement. Subject to the terms and conditions
of this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement by the Depositor
as each such party may be replaced pursuant to the terms of the Lead Securitization Servicing Agreement and agrees to reasonably
cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with
the Lead Securitization Servicing


 






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


 


(b)          At any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement,
the Note Holders agree to cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by
the Note Holders, pursuant to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing
Agreement (including, without limitation, all applicable provisions relating to delivery of information and reports necessary for
any Non-Lead Securitization to comply with any applicable reporting requirements under the Securities Exchange Act of 1934, as
amended) and all references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing
agreement; provided, however, that (1) if a Non-Lead Securitization Note is in a Securitization, then a Rating Agency
Confirmation shall have been obtained from each Rating Agency and (2) until a replacement servicing agreement has been entered
into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Lead Securitization
Servicing Agreement as if such agreement was still in full force and effect with respect to the Mortgage Loan, by the Servicer
in the Lead Securitization or by any Person appointed by the Lead Securitization Note Holder that is a qualified servicer meeting
the requirements of the Lead Securitization Servicing Agreement, except that the Servicer shall have no obligation to make any
P&I Advances on the Lead Securitization Notes or Administrative Advances.


 


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


 






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Fund
Expenses in accordance with the terms of the Lead Securitization Servicing Agreement and this Agreement.


 


(d)          Each Non-Lead Securitization Note Holder agrees to indemnify (i) (as and to the same extent the Lead Securitization Trust
is required to indemnify each of the following parties in respect of the Mortgage Loan pursuant to the terms of the Lead Securitization
Servicing Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Depositor
(and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified
parties in the Lead Securitization Servicing Agreement in respect of the Mortgage Loan) and (ii) the Lead Securitization Trust
(such parties in clause (i) and the Lead Securitization Trust, collectively, the “Indemnified Parties”) against
any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees
and expenses incurred in connection with the servicing and administration of the Mortgage Loan and the Mortgaged Property under
the Lead Securitization Servicing Agreement (collectively, the “Indemnified Items”).


 


(e)          Each Non-Lead Securitization Note Holder agrees to pay its Pro Rata Share of (i) any Servicing Advances or Administrative
Advances and any interest accrued and payable on such Advances at the Advance Rate and (ii) any Trust Fund Expenses and any other
fees, costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan (including, without,
limitation, any costs, fees and expenses related to obtaining any Rating Agency Confirmation and any Indemnified Items) in accordance
with the Lead Securitization Servicing Agreement and this Agreement to the extent that such amounts remain unpaid or unreimbursed
after funds received from the Borrower for payment of such amounts and any principal and interest collections allocable to the
B Notes have been applied to pay such amounts.


 


In the event that the
Servicer or the Special Servicer has determined that expected proceeds of the Mortgage Loan (or foreclosed property) would be insufficient
for reimbursement of (i) any Servicing Advances or Administrative Advances and any interest accrued and payable on such Advances
at the Advance Rate, (ii) the Indemnified Items and (iii) any other Trust Fund Expenses and any other fees, costs or expenses incurred
in connection with the servicing and administration of the Mortgage Loan (including, without, limitation, any costs, fees and expenses
related to obtaining any Rating Agency Confirmation), each Non-Lead Securitization Note Holder shall be required to, promptly following
notice from the Master Servicer, pay the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, or
the Lead Securitization Trust, as applicable, the related Non-Lead Securitization Trust’s pro rata share of the insufficiency
(which shall be determined based on the original principal balance of each Note) from general collections on the other mortgage
loans in the related Non-Lead Securitization Trust.


 


(f)           The master servicer under the Securitization of a Non-Lead Securitization Note (a “Non-Lead Master Servicer”)
may be required to make P&I Advances on the related Non-Lead Securitization Note, from time to time, subject to the terms of
the related servicing agreement for the related Securitization (each such agreement, a “Non-Lead Securitization Servicing
Agreement”) and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled
to make their own recoverability determination with


 






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respect
to a P&I Advance to be made on the Lead Securitization Note based on the information that they have on hand and in accordance
with the Lead Securitization Servicing Agreement. Each Non-Lead Master Servicer and the special servicer and the trustee under
each Non-Lead Securitization Servicing Agreement (respectively, a “Non-Lead Special Servicer” and a “Non-Lead
Trustee”), as applicable, shall be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the related Non-Lead Securitization Note based on the information that they have on hand and in accordance
with the related Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and the related
Non-Lead Master Servicer or the related Non-Lead Trustee shall be required to notify the other of the amount of its P&I Advance
within two business days of making such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable (with
respect to the Lead Securitization Note) or a Non-Lead Master Servicer, a Non-Lead Special Servicer or a Non-Lead Trustee, as
applicable (with respect to a Non-Lead Securitization Note), determines that a proposed P&I Advance, if made, would be non-recoverable
or an outstanding P&I Advance is or would be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee,
as applicable, subsequently determines that a proposed Servicing Advance would be non-recoverable or an outstanding Servicing
Advance is or would be non-recoverable, then, if and to the extent such information is not already included in the Distribution
Date Statement for the month in which such P&I Advance is made, the Master Servicer or the Trustee (as provided in the Lead
Securitization Servicing Agreement, in the case of a determination of non-recoverability by the Master Servicer, the Special Servicer
or the Trustee) or the related Non-Lead Master Servicer or the related Non-Lead Trustee (as provided in the related Non-Lead Securitization
Servicing Agreement, in the case of a determination of non-recoverability by the related Non-Lead Master Servicer, the related
Non-Lead Special Servicer or the related Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or the related Non-Lead
Master Servicer and the related Non-Lead Trustee, as the case may be, of the other Securitization within two business days of
making such determination.


 


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


 


(i)          
any Servicing Advances (and advance interest thereon), Administrative Advances (and advance interest thereon) and any Trust
Fund Expenses (including Indemnified Items) relating to servicing and administration of the Mortgage Loan and the Mortgaged Property,
including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Mortgage Loan
will be paid in accordance with Sections 2 and 3 of this Agreement and the Lead Securitization Servicing Agreement;


 


(ii)          
in the event that (A) the Servicer or the Special Servicer has determined that proceeds of the Mortgage Loan (or foreclosed
property) would be insufficient for reimbursement of the amounts described in clause (i) above, the related Non-Lead Master Servicer
will be required to, promptly following notice from the Master Servicer or the Special Servicer, pay the Master Servicer, the
Special Servicer, the Certificate Administrator, the Trustee, or the Lead Securitization Trust, as applicable, such Non-Lead Securitization
Trust’s pro rata share of the insufficiency (which shall be determined


 






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based
on the original principal balance of each Note) out of general funds in the collection account (or equivalent account) established
under the related Non-Lead Securitization Servicing Agreement;


 


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


 


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


 


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


 


Section 3.          Priority of Payments. Each of the B Notes and the right of the related holders to receive payments of interest, principal
and other amounts with respect to its respective B Note shall at all times be junior, subject and subordinate to each A Note and
the right of the related holder to receive payments of interest, principal and other amounts with respect to such A Note, in each
case as further described below.


 


All amounts tendered
by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan
or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon
Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage
Loan or Insurance Proceeds or Condemnation Proceeds (other than (1) proceeds, awards or settlements to be applied to the restoration
or repair of a Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents,
to the extent permitted by the REMIC Provisions, (2) all amounts for required reserves or escrows required by the Mortgage Loan
Documents (to the extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows, (3)
all amounts received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to
the Servicer or the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement, (4) all amounts that are then due,
payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the
Lead Securitization Servicing Agreement (including, without limitation, reimbursement of Servicing Advances and P&I Advances
on the Lead Securitization Notes and interest thereon) and (5) any amounts that are then due and payable to any Non-Lead Master
Servicer (or Non-Lead Trustee) in respect of any P&I Advances and interest thereon in respect of Note A-1-B-1, Note A-1-B-2,
Note A-1-B-3


 






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and
Note A-2-B) shall be applied and distributed by the Servicer in the following order of priority without duplication (and payments
shall be made at such times as are set forth in the Lead Securitization Servicing Agreement):


 


(i)           
first, on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the A Notes (other than default
interest) to each Note Holder of an A Note in an amount equal to the accrued and unpaid interest on the applicable Note Principal
Balances at the applicable Net Note Rate;


 


(ii)           second, on a Pro Rata and Pari Passu Basis, to each Note Holder of an A Note in an amount equal to all principal
payments (or other amounts allocated to principal) received, if any, with respect to such Monthly Payment Date, until the respective
Note Principal Balances have been reduced to zero;


 


(iii)          third, on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the B Notes (other than default
interest) to each Note Holder of a B Note in an amount equal to the accrued and unpaid interest on the applicable Note Principal
Balances at the applicable Net Note Rate;


 


(iv)          fourth, on a Pro Rata and Pari Passu Basis, to each Note Holder of a B Note in an amount equal to all principal
payments (or other amounts allocated to principal) received, if any, with respect to such Monthly Payment Date, until the respective
Note Principal Balances have been reduced to zero;


 


(v)          fifth, to pay Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of
the A Notes, on a Pro Rata and Pari Passu Basis, then the B Notes, on a Pro Rata and Pari Passu Basis;


 


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


 


(vii)        seventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise
applied in accordance with the foregoing clauses (i)-(vi), any remaining amount shall be paid pro rata to each Note A Holder
and each Note B Holder based on their initial principal balances.


 


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


 


Section 4.          Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the
Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Servicing Standard, if the Lead Securitization


 






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Note
Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such
that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Note Rate is reduced, (iii) payments of interest or
principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the
Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve,
the Sequential Order of payment of the Notes and all payments to the Note A Holders pursuant to Section 3 shall be made as though
such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof, and the full
economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall
be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances
(up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts
due to each Note B Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis
(up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts
due to each Note A Holder, as applicable). Any recoveries in connection with a workout of the Mortgage Loan will be allocated
first, to the Note A Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up
to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due
to each Note A Holder, as applicable), and then, to the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their
respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at
the Note Rate and any other amounts due to each Note B Holder, as applicable).


 


Section 5.          Administration of the Mortgage Loan.


 


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


 






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Loan
Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of
the Lead Securitization Note Holder) shall not have any fiduciary duty to any Non-Lead Securitization Note Holder in connection
with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder from the
obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing Standard (in the case
of the Master Servicer or the Special Servicer) or any liability for failure to do so).


 


Upon the Mortgage Loan
becoming a Defaulted Loan, each Non-Lead Securitization Note Holder hereby acknowledges the right and obligation of the Lead Securitization
Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) to sell the Non-Lead Securitization
Notes together with the Lead Securitization Notes as notes evidencing one whole loan in accordance with the terms of the Lead Securitization
Servicing Agreement. In connection with any such sale, the Special Servicer shall be required to sell each Non-Lead Securitization
Note together with the Lead Securitization Notes in the manner set forth in the Lead Securitization Servicing Agreement.


 


Notwithstanding the foregoing,
the Lead Securitization Note Holder (or the Special Servicer acting on its behalf) will not be permitted to sell the Mortgage Loan
if the Mortgage Loan becomes a Defaulted Loan without the written consent of each Non-Lead Securitization Note Holder (provided
that such consent is not required from any Non-Lead Securitization Note Holder that is a Mortgage Loan Borrower Related Party)
unless the Special Servicer has delivered to each Non-Lead Securitization Note Holder: (a) at least 15 business days prior
written notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10 days prior to the proposed sale date,
a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection
with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for
the Mortgage Loan, and any documents in the servicing file reasonably requested by such Non-Lead Securitization Note Holder that
are material to the price of the Mortgage Loan; and (d) until the sale is completed, and a reasonable period of time (but
no less time than is afforded to other offerors) prior to the proposed sale date, all information and other documents being provided
to other offerors and all leases or other documents that are approved by the Servicer or the Special Servicer in connection with
the proposed sale; provided that such Non-Lead Securitization Note Holder may waive any of the delivery or timing requirements
described in this sentence. Subject to the terms of the Lead Securitization Servicing Agreement, each Non-Lead Securitization Note
Holder (or its representative) that is not a Mortgage Loan Borrower Related Party shall be permitted to submit an offer at any
sale of the Mortgage Loan.


 


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


 






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shall
deliver the related original Non-Lead Securitization Note, endorsed in blank, to or at the direction of the Lead Securitization
Note Holder in connection with the consummation of any such sale.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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directors,
employees, principals or agents as a result of such special relationships or interests, and that neither the Controlling Note
Holder Representative nor the Controlling Note Holder will be deemed to have been grossly negligent or reckless, or to have acted
in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of its rights by reason of its having
acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of any
Note Holder.


 


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


 


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


 


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


 


No objection contemplated
by the preceding paragraphs may require or cause the Servicer or the Special Servicer, as applicable, to violate any provision
of the Mortgage Loan


 






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Documents,
applicable law, the Lead Securitization Servicing Agreement, this Agreement, the REMIC provisions of the Code or the Servicer
or Special Servicer’s obligation to act in accordance with the Servicing Standard or materially expand the scope of responsibilities
of any of the Servicer or Special Servicer, as applicable.


 


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


 


(d)          Each Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the Mortgage Loan (the “Non-Controlling Note Holder Representative”).
Each Non-Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace
the Non-Controlling Note Holder Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When
exercising its various rights under Section 5 and elsewhere in this Agreement, each Non-Controlling Note Holder may, at its
option, in each case, act through the Non-Controlling Note Holder Representative. The Non-Controlling Note Holder Representative
may be any Person (other than a Mortgage Loan Borrower Related Party), including, without limitation, the related Non-Controlling
Note Holder, any officer or employee of the related Non-Controlling Note Holder, any affiliate of the related Non-Controlling
Note Holder or any other unrelated third party. No such Non-Controlling Note Holder Representative shall owe any fiduciary duty
or other duty to any other Person (other than such Non-Controlling Note Holder). All actions that are permitted to be taken by
each Non-Controlling Note Holder under this Agreement may be taken by a Non-Controlling Note Holder Representative acting on behalf
of such Non-Controlling Note Holder.


 


(e)          No Servicer, Trustee or Certificate Administrator acting on behalf of the Lead Securitization Note Holder shall be required
to recognize any Person as a Non-Controlling Note Holder Representative until the related Non-Controlling Note Holder has notified
each Servicer, Trustee and Certificate Administrator of such appointment and, if the Non-Controlling Note Holder Representative
is not the same Person as the related Non-Controlling Note Holder, the Non-Controlling Note Holder Representative provides each
Servicer, Trustee and Certificate Administrator with written confirmation of its acceptance of such appointment (and such parties
will be entitled to rely on such notice), an address and facsimile number for the delivery of


 






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notices
and other correspondence and a list of officers or employees of such Person with whom the parties to this Agreement may deal (including
their names, titles, work addresses and facsimile numbers). The related Non-Controlling Note Holder shall promptly deliver such
information to each Servicer, Trustee and Certificate Administrator.


 


(f)           For so long as the Lead Securitization has not been terminated, after the termination of a Subordinate Consultation Period
(and for so long as such termination remains in effect), (1) the Lead Securitization Note Holder (or the Special Servicer acting
on its behalf) shall be required to provide to each Non-Controlling Note Holder (or its related Non-Controlling Note Holder Representative)
(i) notice, information and reports with respect to any Major Decisions (similar to such notice, information and report it would
have been required to deliver to the Directing Holder pursuant to the Lead Securitization Servicing Agreement had the Subordinate
Consultation Period not been terminated) and (ii) a summary of the Asset Status Report relating to the Mortgage Loan (at the same
time as it would have been required to deliver to the Directing Holder pursuant to the Lead Securitization Servicing Agreement
had the Subordinate Consultation Period not been terminated) and (2) the Lead Securitization Note Holder (or the Special Servicer
acting on its behalf) shall be required to consult with each Non-Controlling Note Holder (or its related Non-Controlling Note
Holder Representative) on a strictly non-binding basis with respect to any such Major Decision or the implementation of any recommended
actions in the summary of the Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended
by the related Non-Controlling Note Holder (or its related Non-Controlling Note Holder Representative); provided that after the
expiration of a period of ten (10) Business Days from the delivery to a Non-Controlling Note Holder (or its related Non-Controlling
Note Holder Representative) by the Lead Securitization Note Holder of written notice of a proposed action, together with copies
of the notice, information and report required to be provided to the Non-Controlling Note Holder, the Lead Securitization Note
Holder (or the Special Servicer acting on its behalf) shall no longer be obligated to consult with such Non-Controlling Note Holder
(or its related Non-Controlling Note Holder Representative), whether or not such Non-Controlling Note Holder (or its related Non-Controlling
Note Holder Representative) has responded within such ten (10) Business Day period (unless, the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) 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 deemed to begin anew from the date
of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of any Non-Controlling
Note Holder (or its related Non-Controlling Note Holder Representative) set forth in the immediately preceding sentence, the Lead
Securitization Note Holder (or Special Servicer acting on its behalf) may make any Major Decision or take any action set forth
in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Lead Securitization
Note Holder (or Special Servicer) determines that immediate action with respect thereto is necessary to protect the interests
of the Note Holders. In no event shall the Lead Securitization Note Holder (or Servicer or Special Servicer, acting on its behalf)
be obligated at any time to follow or take any alternative actions recommended by any Non-Controlling Note Holder (or its related
Non-Controlling Note Holder Representative).


 


Section 7.         Appointment of Special Servicer. Subject to the terms of the Lead Securitization Servicing Agreement, the Controlling
Note Holder (or its Controlling Note Holder


 






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


 


Section
8.          Payment Procedure.


 


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


 


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


 






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


 


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


 


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


 


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


 


Section
10.        Bankruptcy. Subject to Section 5(b), each Note Holder hereby covenants and agrees that only the Lead Securitization
Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise
or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with
respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering
the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead
Securitization Note Holder, and not the Non-Lead Securitization Note Holders, can make any election, give any consent, commence
any action or file any motion, claim, obligation, notice or application or take any other action in any case by


 






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or
against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint
the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney
coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available
to the Non-Lead Securitization Note Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy
Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote
to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage
Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders
hereby agree that, upon the request of the Lead Securitization Note Holder, each Non-Lead Securitization Note Holder shall execute,
acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as
the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment
and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance
with the Servicing Standard.


 


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


 


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


 






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No
Note Holder shall have any obligation whatsoever to purchase from any other Note Holder a participation interest in any future
loans originated by such Note Holder or its Affiliates.


 


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


 


Section
14.          Sale of the Notes.


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


Section
20.          Counterparts. This Agreement may be executed in any number of counterparts and all of such counterparts shall together
constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable


 






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Document
Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.


 


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


 


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


 


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


 


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


 


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


 






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Note
Holder and at its sole cost and expense, shall defend any claim or action relating to the foregoing indemnification using counsel
selected by the Lead Securitization Note Holder.


 


(c)          Each Non-Lead Securitization Note Holder represents to the Lead Securitization Note Holder (for the benefit of the Mortgage
Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower
is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant
to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of
this Agreement, each Non-Lead Securitization Note Holder shall deliver to the Lead Securitization Note Holder or Servicer, as
applicable, evidence satisfactory to the Lead Securitization Note Holder substantiating that such Note Holder is not a Non-Exempt
Person and that the Lead Securitization Note Holder is not obligated under applicable law to withhold Taxes on sums paid to it
with respect to the Mortgage Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if
a Non-Lead Securitization Note Holder is created or organized under the laws of the United States, any state thereof or the District
of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder
an Internal Revenue Service Form W-9 and (ii) if a Non-Lead Securitization Note Holder is not created or organized under
the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts
by the Mortgage Loan Borrower is treated for United States income tax purposes as derived in whole or part from sources within
the United States, such Note Holder shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization
Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms,
as may be required from time to time, duly executed by such Note Holder, as evidence of such Note Holder’s exemption from
the withholding of United States tax with respect thereto. The Lead Securitization Note Holder shall not be obligated to make
any payment hereunder with respect to a Non-Lead Securitization Note or otherwise until the related Non-Lead Securitization Note
Holder shall have furnished to the Lead Securitization Note Holder requested forms, certificates, statements or documents.


 


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


 


Section
26.            Cooperation in Securitization.


 


(a)          Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization.
In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization
Note Holder, each Non-Lead Securitization Note Holder shall use reasonable efforts, at the Lead Securitization Note Holder’s
expense, to satisfy, and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower
to satisfy, the market standards to which the Lead Securitization Note Holder customarily adheres or which may be reasonably required
in the marketplace or by the Rating Agencies in connection with the


 






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Securitization,
including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents
and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications
to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization;
provided, however, none of the Non-Lead Securitization Note Holders shall be required to modify or amend this Agreement
or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification
or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments
to, a Non-Lead Securitization Note Holder or (ii) materially increase a Non-Lead Securitization Note Holders’ obligations
or materially decrease any Non-Lead Securitization Note Holders’ rights, remedies or protections. In connection with the
Lead Securitization, each Non-Lead Securitization Note Holder agrees to provide for inclusion in any disclosure document relating
to the Lead Securitization such information concerning such Non-Lead Securitization Note Holder and the related Non-Lead Securitization
Note as the Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and each Non-Lead Securitization
Note Holder covenants and agrees that it shall, at the Lead Securitization Note Holder’s expense, cooperate with the reasonable
requests of each Rating Agency and Lead Securitization Note Holder in connection with the Lead Securitization (including, without
limitation, reasonably cooperating with the Lead Securitization Noteholder (without any obligation to make additional representations
and warranties) to enable the Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions
(including customary securities law opinions) in connection with the Mortgage Loan and the Lead Securitization), as well as in
connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly
with respect to any information relating to a Non-Lead Securitization Note Holder and the related Non-Lead Securitization Note
in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that the information provided by it to the
Lead Securitization Note Holder may be incorporated into the offering documents for the Lead Securitization. The Lead Securitization
Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Lead Securitization
Note Holder. The Lead Securitization Note Holder will reasonably cooperate with each Non-Lead Securitization Note Holder by providing
all information reasonably requested that is in the Lead Securitization Note Holder’s possession in connection with each
Non-Lead Securitization Note Holders’ preparation of disclosure materials in connection with a Securitization.


 


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


 


Section
27.           Notices. All notices required hereunder shall be given by (i) telephone (confirmed promptly in writing) or
shall be in writing and personally delivered, (ii) sent by facsimile transmission (during business hours) if the sender on
the same day sends a confirming copy of such notice by reputable overnight delivery service (charges prepaid), (iii) reputable
overnight delivery service (charges prepaid) or (iv) certified United States mail, postage prepaid return receipt requested,
and addressed to the respective parties at their


 






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addresses
set forth on Exhibit B hereto, or at such other address as any party shall hereafter inform the other party by written notice
given as aforesaid. All written notices so given shall be deemed effective upon receipt.


 


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


 


Section
29.            Certain
Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
30.          Termination and Resignation of Agent.


 


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


 


(b)          The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory
to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory
to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. The


 






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Agent
may transfer its rights and obligations to the Trustee or the Certificate Administrator, as successor Agent, at any time without
the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with the closing
of the Lead Securitization, the Master Servicer shall be deemed to have been automatically appointed as the successor Agent under
this Agreement in place of Barclays without any further notice or other action. The termination or resignation of such Master
Servicer, as Master Servicer under the Lead Securitization Servicing Agreement, shall be deemed a termination or resignation of
such Master Servicer as Agent under this Agreement.


 


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


 


[SIGNATURE
PAGE FOLLOWS]


 






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








	 	 	 	 	 
	 	Note A-1-A Holder, Note A-2-A Holder, Note B-1 Holder and Note B-2 Holder:
	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, SOLELY IN ITS CAPACITY AS TRUSTEE IN TRUST FOR HOLDERS OF BBCMS 2016-ETC MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-ETC
	 	 	 	 
	 	 	By:	Wells Fargo Bank, National Association, a national banking association, as Master Servicer
	 	 	 	 	 
	 	 	 	By:	/s/ Travis Wheat
	 	 	 	 	Name: Travis Wheat

Title:   Vice President
	 	 	 	 	 
	 	Note A-1-B-1 Holder, Note A-1-B-2 Holder and Note A-1-B-3 Holder:
	 	 
	 	BARCLAYS BANK PLC
	 	 	 	 	 
	 	By:	/s/ Spencer Kagan
	 	 	Name: Spencer Kagan

Title:   Managing Director







 





(Amended
and Restated Co-Lender Agreement – Easton Town Center)


 






     


     

    






 


	 	 	 	 	 
	 	Note A-2-B-Holder:
	 	 
	 	MORGAN STANLEY BANK, N.A.
	 	 	 	 	 
	 	By:	/s/ Kristin Sansone
	 	 	Name: Kristin Sansone

Title:   Authorized Signatory



  








(Amended
and Restated Co-Lender Agreement – Easton Town Center)


 






     


     

    




 






EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	Easton Town Center II, LLC, ETC Fenlon, LLC, ETCBW, LLC and ETC Dime, LLC
	Date of Mortgage Loan: 	July 28, 2016
	Date of Notes: 	July 28, 2016
	Original Principal Amount of Mortgage Loan:	$700,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$700,000,000
	A-1-A Note Principal Balance:	$90,000,000
	A-2-A Note Principal Balance:	$60,000,000
	A-1-B-1 Note Principal Balance:	$45,000,000
	A-1-B-2 Note Principal Balance:	$45,000,000
	A-1-B-3 Note Principal Balance:	$22,500,000
	A-2-B Note Principal Balance:	$75,000,000
	B-1 Note Principal Balance:	$217,500,000
	B-2 Note Principal Balance:	$145,000,000
	Location of Mortgaged Property:	160 Easton Town Center, Columbus Ohio 43219
	Initial Maturity Date:	August 2026



 






    A-1 


     

    

  


EXHIBIT B


 


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


 


Wilmington Trust, National Association,





solely in its capacity as Trustee in trust for Holders of





BBCMS 2016-ETC Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2016-ETC




 


c/o Wells Fargo Bank, National Association

Commercial Mortgage Servicing

550 South Tryon Street, 14th Floor

MAC D1086-120

Charlotte, North Carolina 28202

Attention: BBCMS 2016-ETC - Asset Manager

Facsimile: (704) 715-0036


 


and



Wells Fargo Bank, National Association

Legal Department

301 South College Street

D1053-300

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Facsimile: (704) 383-0353


 


with a copy to:



K&L Gates LLP

Hearst Tower

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann


 


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


 


Barclays Bank PLC

745 Seventh Avenue

New York, New York 10019

Attention: Michael Birajiclian


 






    B-1 


     

    




 


with a copy to:



Paul Hastings LLP

200 Park Avenue

New York, New York 10166

Attention: Eric Allendorf

Facsimile No.: (212) 203-7083


 


Note A-2-B Holder:


 


Morgan Stanley Bank, N.A.

1585 Broadway

New York, NY 10036

Attention: Stephen Holmes

Facsimile No. (212) 507-4859



with a copy to:



Paul Hastings LLP

200 Park Avenue

New York, New York 10166

Attention: Eric Allendorf

Facsimile No.: (212) 203-7083


 






    B-2 


     

    

  


EXHIBIT C



PERMITTED FUND MANAGERS


 


1. Apollo Global Real Estate





2. Archon Capital, L.P.





3. AREA Property Partners





4. BlackRock, Inc.





5. The Blackstone Group International Ltd.





6. Capital Trust, Inc.





7. Clarion Partners





8. Colony Capital, Inc.





9. DLJ Real Estate Capital Partners





10. Eightfold Real Estate Capital, L.P.





11. Fortress Investment Group LLC





12. Garrison Investment Group





13. Goldman, Sachs & Co.





14. iStar Financial Inc.





15. J.E. Roberts Companies





16. Lend-Lease Real Estate Investments





17. LoanCore Capital





18. Lonestar Funds





19. Praedium Group





20. Raith Capital Partners, LLC





21. Rialto Capital Management, LLC





22. Rialto Capital Advisors, LLC





23. Rockpoint Group





24. Starwood Capital/Starwood Financial Trust





25. Torchlight Investors





26. Walton Street Capital, LLC





27. Westbrook Partners





28. WestRiver Capital





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


 






    C-1