Exhibit 4.11


 


EXECUTION VERSION


 


AGREEMENT BETWEEN NOTE HOLDERS




 


Dated as of July 7, 2016



by and between


 

BARCLAYS BANK PLC

(Initial Note A-1 Holder)


 


and


 


BARCLAYS BANK PLC

(Initial Note A-2 Holder)


 


MALL AT TURTLE CREEK


 



    


    	 



    

 


         
TABLE OF CONTENTS





 




	 	 	Page
	 	 	 
	Section 1	Definitions	2
	Section 2	Servicing of the Mortgage Loan	16
	Section 3	Priority of Payments	21
	Section 4	Workout	22
	Section 5	Administration of the Mortgage Loan	22
	Section 6	Rights of the Controlling Note Holder	27
	Section 7	Appointment of Special Servicer	29
	Section 8	Payment Procedure	30
	Section 9	Limitation on Liability of the Note Holders	31
	Section 10	Bankruptcy	32
	Section 11	Representations of the Note Holders	32
	Section 12	No Creation of a Partnership or Exclusive Purchase Right	33
	Section 13	Other Business Activities of the Note Holders	33
	Section 14	Sale of the Notes	33
	Section 15	Registration of the Notes and Each Note Holder	36
	Section 16	Governing Law; Waiver of Jury Trial	36
	Section 17	Submission To Jurisdiction; Waivers	40
	Section 18	Modifications	37
	Section 19	Successors and Assigns; Third Party Beneficiaries	38
	Section 20	Counterparts	38
	Section 21	Captions	38
	Section 22	Severability	38
	Section 23	Entire Agreement	38
	Section 24	Withholding Taxes	38
	Section 25	Custody of Mortgage Loan Documents	39
	Section 26	Cooperation in Securitization	40
	Section 27	Notices	41
	Section 28	Broker	41
	Section 29	Certain Matters Affecting the Agent	41
	Section 30	Reserved	45
	Section 31	Resignation of Agent	41
	Section 32	Resizing	42


  



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This AGREEMENT BETWEEN NOTE
HOLDERS (“Agreement”), dated as of July 7, 2016, by and between BARCLAYS BANK PLC (“Barclays”
and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial
Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”) and BARCLAYS BANK
PLC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial
Note A-2 Holder” and together with the Initial Note A-1, the “Initial Note Holders”).


 


             
W I T N E S S E T H:


 


WHEREAS, pursuant to the Mortgage
Loan Agreement (as defined herein), Barclays originated a certain loan (the “Mortgage Loan”) described on the
schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to RPI Turtle Creek Mall, LLC (the “Mortgage
Loan Borrower”), which is evidenced, inter alia, by (i) one promissory note in the original principal amount
of $42,000,000 (as amended, modified or supplemented, “Note A-1”) made by the Mortgage Loan Borrower in favor
of the Initial Note A-1 Holder, and (ii) one promissory note in the original principal amount of $29,860,000 (as amended, modified
or supplemented, “Note A-2” and together with Note A-1, the “Notes”) made by the Mortgage
Loan Borrower in favor of the Initial Note A-2 Holder, each secured by a first mortgage (as amended, modified or supplemented,
the “Mortgage”) on certain real property located as described on the Mortgage Loan Schedule (the “Mortgaged
Property”); and


 


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


 


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


 


           Section 1.         Definitions. References to a “Section” or the “recitals” are, unless otherwise specified,
to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed
to such terms, or terms of substantially similar import, 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.


 


“Advance Interest”
shall mean the interest accrued on any Servicing Advance which is payable to the party that made that Servicing Advance, in accordance
with the Lead Securitization Servicing Agreement.


 


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


 


“Agent Office”
shall mean the designated office of the Agent, which office initially shall be the office of the Initial Note A-1 Holder listed
on Exhibit B hereto and, after the


 



    


    	 



    

 


Securitization Date, shall be the office of the Master 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 Note Holders.


 


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


 


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


 


“Asset Representations
Reviewer” shall mean the Asset Representations Reviewer named in the Lead Securitization Servicing Agreement.


 


“Asset Review”
shall mean any review of representations and warranties conducted by the Non-Lead Asset Representations Reviewer, as contemplated
by Item 1101(m) of Regulation AB.


 


“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.


 


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


 


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


 


“Certificate Administrator”
shall mean the certificate administrator appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


“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


 



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or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlled”,
“Controlling” and “Controls” shall have the correlative meanings thereto.


 


“Controlling Note Holder”
shall mean the Note A-1 Holder; provided that at any time Note A-1 is included in a Securitization, references to the “Controlling
Note Holder” herein shall mean the holders of the majority of the class of securities issued in such Securitization designated
as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling
Note Holder” hereunder or under the Note A-1 PSA; provided that if at any time 50% or more of the Note A-1 (or class
of securities issued under the Note A-1 PSA designated as the “controlling class” or such other class(es) otherwise
assigned the rights to exercise the rights of the Controlling Note Holder) is held by a Borrower Party, Note A-1 (or the class
of securities issued under the Note A-1 PSA designated as the “controlling class” or such other class(es) otherwise
assigned the rights to exercise the rights of the Controlling Note Holder) shall not be entitled to exercise any rights of the
Controlling Note Holder and the Note A-2 Holder shall be the Controlling Note Holder unless 50% or more of Note A-2 (or class of
securities issued under the Note A-2 PSA designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the Controlling Note Holder) is held by a Borrower Party. If 50% or more of each of Note A-1
and Note A-2 (or class of securities issued under the Note A-1 PSA and the Note A-2 PSA designated as the “controlling class”
or such other class(es) otherwise assigned the rights to exercise the rights of the Controlling Note Holder) is held by a Borrower
Party, no person shall be entitled to exercise the rights of the Controlling Note Holder.


 


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


 


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


 


“Depositor”
shall mean the depositor for the Lead Securitization.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


“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.


 


“Indemnified Items”
shall have the meaning assigned to such terms in Section 2(b).


 


“Indemnified Parties”
shall have the meaning assigned to such terms in Section 2(b).


 


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


 



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“Initial Note A-1 Holder”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note A-2 Holder”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


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


 


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


 


“Interest Rate”
shall mean the Applicable Interest Rate (as defined in the Mortgage Loan Documents).


 


“Interested Person”
shall mean the Depositor, the Non-Lead Depositor, the Master Servicer, the Non-Lead Master Servicer, the Special Servicer, the
Non-Lead Special Servicer, the Non-Lead Trustee, any Mortgage Loan Borrower, any manager of any Mortgaged Property, any independent
contractor engaged by the Special Servicer, the Operating Advisor, the Non-Lead Operating Advisor, the Controlling Note Holder,
the Controlling Note Holder Representative, the Non-Controlling Note Holder, the Non-Controlling Note Holder Representative, any
holder of a related mezzanine loan, or any known Affiliate of any such party described above.


 


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


 


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


 


“Lead Securitization”
shall mean the Note A-1 Securitization; provided that, if any other Securitization occurs prior to the Note A-1 Securitization,
then the first such


 



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Securitization shall be the Lead Securitization until such time as the Note A-1 Securitization occurs.


 


“Lead Securitization
Controlling Class Representative” shall mean the “Controlling Class Representative” or equivalent Person
under the Lead Securitization Servicing Agreement.


 


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


 


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


 


“Lead Securitization
Servicing Agreement” shall mean (i) the pooling and servicing agreement or other comparable agreement related to
the Lead Securitization, and (ii) on and after the date on which the Mortgage Loan is no longer subject to the provisions
of the Lead Securitization Servicing Agreement, the “Lead Securitization Servicing Agreement” shall be determined in
accordance with the second paragraph of Section 2(a).


 


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


 


“Master Servicer”
shall mean the master servicer appointed to act in such capacity with respect to the Mortgage Loan as provided in the Lead Securitization
Servicing Agreement.


 


“Master Servicer Remittance
Date” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Mortgage Loan Agreement”
shall mean the Loan Agreement, dated as of June 2, 2016, between the Mortgage Loan Borrower, as borrower, Barclays Bank PLC, 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”
shall have the meaning assigned to such term in the recitals.


 



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


 


“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, guarantying or 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.


 


“New Notes”
shall have the meaning assigned to such term in Section 32.


 


“Non-Controlling Note”
means Note A-2.


 


“Non-Controlling Note
Holder” means each holder of the Non-Controlling Note; provided that with respect to the Non-Controlling Note,
at any time such Non-Controlling Note is included in a Securitization, references to the “Non-Controlling Note Holder”
herein shall mean the Non-Controlling Note Holder Representative under the related Securitization Servicing Agreement or any other
party assigned the rights to exercise the rights of the “Non-Controlling Note Holder” hereunder, as and to the extent
provided in the related Securitization Servicing Agreement and as to the identity of which the Controlling Note Holder (and, if
applicable, the Master Servicer and the Special Servicer) has been given written notice. The Controlling Note Holder (or, if applicable,
the Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one
party exercising the rights of a “Non-Controlling Note Holder” herein or, under the Lead Securitization Servicing Agreement
and, (x) to the extent that the related Securitization Servicing Agreement assigns such rights to more than one party or (y) to
the extent the Non-Controlling Note is split into two or more New Notes pursuant to Section 32, for purposes of this Agreement,
such Securitization Servicing Agreement or the holders of such New Notes shall designate one party to deal with the Lead Securitization
Note Holder (or, the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation
to the Lead Securitization Note Holder (or, the Master Servicer and the Special Servicer acting on its behalf); provided
that, in the absence of such designation and notice, the Lead Securitization Note Holder (or, the Master Servicer or the Special
Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written notice as having been
designated as the Non-Controlling Note Holder with respect to such Non-Controlling Note for all purposes of this Agreement. As
of the date hereof and until further notice from the Non-Controlling Note Holder (or, if applicable, the Non-Lead Master Servicer
or another party acting on its behalf), the Initial Note A-2 Holder is the Non-Controlling Note Holder with respect to Note A-2.


 


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


 


“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


 



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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 Asset Representations
Reviewer” shall mean the “Asset Representations Reviewer” (or similarly named Person that is the “asset
representations reviewer” as defined in Item 1101(m) of Regulation AB.) under the Non-Lead Securitization Servicing Agreement.


 


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


 


“Non-Lead Master Servicer”
shall mean the “master servicer” under the Non-Lead Securitization Servicing Agreement.


 


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


 


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


 


“Non-Lead Securitization
Determination Date” shall mean the “determination date” (or any term substantially similar thereto) as defined
in the Non-Lead Securitization Servicing Agreement.


 


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


 


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


 


“Non-Lead Securitization
Note Holder Representative” shall mean the holders of the majority of the class of securities issued in the Non-Lead
Securitization designated as the “controlling class” pursuant to the Non-Lead Securitization Servicing Agreement or
their duly appointed representative.


 


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


 


“Non-Lead Special Servicer”
shall mean the “special servicer” under the Non-Lead Securitization Servicing Agreement.


 


“Non-Lead Sponsor”
shall mean the Note A-2 Holder in its capacity as the sponsor with respect to the Non-Lead Securitization Note in connection with
the Non-Lead Securitization.


 



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“Non-Lead Trustee”
shall mean the “trustee” under the Non-Lead Securitization Servicing Agreement.


 


“Non-Securitizing Note
Holder” shall mean, with respect to a Securitization, each Note Holder other than a Securitizing Note Holder with respect
to such Securitization.


 


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


 


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


 


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


 


“Note A-1
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note
A-1 Principal Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon (or any New Notes
issued in substitution thereof) received by the Note A-1 Holder (or any holders of New Notes in substitution thereof) or
reductions in such amount pursuant to Section 3 or 4, as applicable.


 


“Note A-1 PSA”
shall mean the pooling and servicing agreement or other comparable agreement entered into in connection with the Note A-1 Securitization.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note A-2 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-2 Principal
Balance set forth on the Mortgage Loan


 



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Schedule, less any payments of principal thereon (or any New Notes issued in substitution
thereof) received by the Note A-2 Holder (or any holders of New Notes in substitution thereof) or reductions in such amount pursuant
to Section 3 or 4, as applicable.


 


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


 


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


 


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


 


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


 


“Note Holder Representative”
shall mean a Controlling Note Holder Representative or the Non-Controlling Note Holder Representative, as applicable.


 


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


 


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


 


“Note Principal Balance”
shall mean, (i) with respect to Note A-1, the Note A-1 Principal Balance and (ii) with respect to Note A-2, the Note A-2 Principal
Balance.


 


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


 


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


 


“Operating Advisor”
shall mean the trust advisor, senior trust advisor, operating advisor or other analogous term as defined under the Lead Securitization
Servicing Agreement.


 


“P&I Advance”
shall mean an advance made by a party to any Securitization Servicing Agreement in respect of a delinquent monthly debt service
payment on the Note securitized pursuant to such Securitization Servicing Agreement.


 


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


 



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$250,000,000 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 with respect to the Notes and the Note Holders, the allocation of any particular payment, collection,
cost, expense, liability or other amount between such Notes or such Note Holders, as the case may be, without any priority of any
such Note or any such Note Holder over another such Note or Note Holder, as the case may be, and in any event such that each Note
or Note Holder, as the case may be, is allocated its respective Percentage Interest of such particular payment, collection, cost,
expense, liability or other amount.


 


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


 


(a)          an entity Controlled by any of the Initial Note Holders, or


 


(b)          one or more of the following:


 


(i)          an insurance company, bank, savings and loan association, investment bank, trust company, commercial credit corporation,
pension plan, pension fund, pension fund advisory firm, mutual fund, real estate investment trust, governmental entity or plan,
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
(“CDO”) secured by, or (c) a financing through an “owner trust” of, a Note or any interest
therein (any of the foregoing, a “Securitization Vehicle”), provided that (1) one or more classes
of securities issued by such Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies
that assigned a rating to one or more classes of securities issued in connection with that Securitization (it being understood
that with respect to any Rating Agency that assigned such a rating to the securities issued by such Securitization Vehicle, a
Rating Agency Confirmation will not be required in connection with a transfer of such Note or any interest therein to such Securitization
Vehicle); (2) in the case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle
has a Required Special Servicer Rating or is otherwise subject to Rating Agency Confirmations from 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


 



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accordance with a servicing standard notwithstanding any contrary direction
or instruction from any other Person; or (3) in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager
and, if applicable, each Intervening Trust Vehicle that is not administered and managed by a CDO Asset Manager which is a Qualified
Institutional Lender, are each a Qualified Institutional Lender under clauses (i), (ii), (iv) or (v) of this definition,
or


 


(iv)        an investment fund, limited liability company, limited partnership or general partnership having capital and/or capital
commitments of at least $250,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified Institutional
Lender under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities referred to in
clause (i) or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund
manager responsible for the day-to-day management and operation of such investment vehicle and provided that at least 50%
of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise
Qualified Institutional Lenders (without regard to the capital surplus/equity and total asset requirements set forth below in
the definition), or


 


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


 


in
the case of any entity referred to in clause (b)(i), (ii), (iv)(B) or (v) of this definition, (x) such entity has at
least $200,000,000 in capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory firm
or similar fiduciary) and at least $600,000,000 in total assets (in name or under management), and (y) is regularly engaged
in the business of making or owning commercial real estate loans (or interests therein) similar to the Mortgage Loan (or mezzanine
loans with respect thereto) or owning or operating commercial real estate properties; provided that, in the case of the
entity described in clause (iv)(B) above, the requirements of this clause (y) may be satisfied by a general partner,
managing member, or the fund manager responsible for the day-to-day management and operation of such entity; or


 


(c)          any
entity Controlled by any of the entities described in clause (b)(i), (ii), (iv)(B) or (v) above or subject to a Rating Agency
Confirmation as a Qualified Institutional Lender for purposes of this Agreement from each of the Rating Agencies engaged to rate
the securities for any Securitization.


 


“Qualified Trustee”
shall mean (i) a corporation, national bank, national banking association or a trust company, organized and doing business
under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and
to accept the trust conferred, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination
by federal or state authority or (ii) an institution whose long-term senior unsecured debt is rated in either of the then
in effect top three rating categories of each of the applicable Rating Agencies (or, if not rated by an applicable Rating Agency,
an equivalent (or higher) rating from any two of Fitch, Moody’s and S&P).


 






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“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 engaged by either Note Holder to rate the securities issued in connection with the Securitization
of the related Note; provided, however, that, at any time during which one or more of the Notes is an asset of one
or more Securitizations, “Rating Agencies” or “Rating Agency” shall mean only those rating
agencies that are engaged from time to time to rate the securities issued in connection with the Securitizations of the related
Notes.


 


“Rating Agency Confirmation”
shall mean, with respect to any Securitization, a confirmation in writing (which may be in electronic form) by each of the applicable
Rating Agencies for such Securitization that a proposed action, failure to act or other event so specified will not, in and of
itself, result in the downgrade, withdrawal or qualification of the then current rating assigned to any class of securities of
such Securitization (if then rated by such Rating Agency); provided that a written waiver or other acknowledgment from any
such Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought shall be
deemed to satisfy the requirement for the Rating Agency Confirmation from such Rating Agency with respect to such matter. If no
such securities are outstanding with respect to any Securitization, any action that would otherwise require a Rating Agency Confirmation
shall instead require the consent of the Note A-1 Holder, which consent shall not be unreasonably withheld, conditioned or delayed.


 


“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 rules
may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Securities
Exchange Commission or by its staff, or as may be provided by the Securities Exchange Commission or its staff from time to time.


 


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


 


“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, such special servicer has acted as special servicer
in one or more other commercial mortgage-backed securitizations within the prior twelve (12) months, and Morningstar has not, with
respect to any such other transactions, qualified, downgraded or withdrawn its rating or ratings on one or more classes of securities
issued in such securitizations, and (v) in the case of DBRS or KBRA, DBRS or KBRA, as applicable, has not cited servicing concerns
of such special servicer as the sole or


 



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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.


 


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


 


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


 


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


 


“Securitization”
shall mean the Note A-1 Securitization or the Note A-2 Securitization.


 


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


 


“Securitization Servicing
Agreement” shall mean the Lead Securitization Servicing Agreement or the Non-Lead Securitization Servicing Agreement.


 


“Securitization Trust”
shall mean a trust formed pursuant to a Securitization.


 


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


 


“Securitizing Note Holder”
shall mean, with respect to a Securitization, each Note Holder that is contributing its Note to such Securitization.


 


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


 


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


 


“Servicing Standard”
shall have the meaning assigned to such term or an analogous term in the Lead Securitization Servicing Agreement. The Servicing
Standard in the Lead Securitization Servicing Agreement shall require, among other things, that each Servicer, in servicing the
Mortgage Loan, must take into account the interests of each Note Holder.


 


“Special Servicer”
shall mean the special servicer appointed to act in such capacity with respect to the Mortgage Loan as provided in the Lead Securitization
Servicing Agreement.


 






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“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”
shall mean the trust formed pursuant to the Lead Securitization Servicing Agreement.


 


“Trustee”
shall mean the trustee appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


Section 2.         Servicing of the Mortgage Loan.


 


(a)          Each Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced
from and after the Securitization Date by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement
and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly
payments of principal or interest in respect of either Note other than the Lead Securitization Note if such principal or interest
is not paid by the Mortgage Loan Borrower but shall be obligated to make Servicing Advances, subject to the terms of the Lead Securitization
Servicing Agreement. The Lead Securitization Servicing Agreement shall contain terms and conditions that are customary for securitization
transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax
elections of any Securitization Trust, (ii) required by law or changes in any law, rule or regulation or (iii) generally required
by the Rating Agencies in connection with the issuance of ratings in securitizations similar to the Securitizations. Each Note
Holder acknowledges that each other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and
agrees that it will, subject to Section 26 hereof, reasonably cooperate with such other Note Holder, at such other Note Holder’s
expense, to effect such Securitization. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably
and unconditionally consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing
Agreement by the Depositor and the appointment of the Special Servicer by the Controlling Note Holder and agrees to reasonably
cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with
the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints the Master Servicer, the Special Servicer and the
Trustee in the Lead Securitization as


 



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such Note Holder’s attorney-in-fact to sign any documents reasonably required with
respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement
(subject at all times to the rights of the Note Holder set forth herein and in the Lead Securitization Servicing Agreement). In
no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of either Note Holder against
the other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against the 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, and
is subject in all respect to Section 6.04 of the Lead Securitization Servicing Agreement. Each Servicer shall be required pursuant
to the Lead Securitization Servicing Agreement to service the Mortgage Loan in accordance with the Servicing Standard, the terms
of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement and applicable law, and shall not take any action or
refrain from taking any action or follow any direction inconsistent with the foregoing.


 


At any time that the Mortgage
Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to cause the
Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant to a servicing
agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all references herein
to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement; provided, that
if the Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation shall have been obtained from each
other Rating Agency with respect to such Non-Lead Securitization Note regarding any servicer(s) to be appointed under such replacement
servicing agreement that would not otherwise meet the conditions to be a servicer under the Lead Securitization Servicing Agreement
that is being replaced; provided, further, that until a replacement servicing agreement has been entered into, the
Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Lead Securitization
Servicing Agreement, as if such agreement were 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 servicer meeting the requirements
of a master servicer under the Lead Securitization Servicing Agreement.


 


(b)          The Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee or
the Special Servicer, to the extent provided in the Lead Securitization Servicing Agreement) shall make the following advances,
subject to the terms of the Lead Securitization Servicing Agreement and this Agreement: (i) Servicing Advances on the Mortgage
Loan and (ii) P&I Advances on the Lead Securitization Note. The Master Servicer, the Special Servicer and the Trustee, as
applicable, shall be entitled to reimbursement for a Servicing Advance, first from funds on deposit in the Collection Account
and/or the Companion Distribution Account for the Mortgage Loan that (in any case) represent amounts received on or in respect
of the Mortgage Loan, and then, in the case of Nonrecoverable Advances, if such funds on deposit in the Collection Account
or Companion Distribution Account are insufficient, from general collections of the Lead Securitization as provided in the Lead
Securitization Servicing Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled
to reimbursement for Advance Interest on a Servicing Advance (including any Nonrecoverable Advance), in the manner and from the


 



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sources provided in the Lead Securitization Servicing Agreement, including from general collections of the Lead Securitization.
Notwithstanding the foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains
funds from general collections of the Lead Securitization as a reimbursement for a Nonrecoverable Advance or any Advance Interest
on a Servicing Advance (including any Nonrecoverable Advance), the Non-Lead Securitization Note Holder (including any Securitization
Trust into which such Non-Lead Securitization Note is deposited) shall be required to, promptly following notice from the Master
Servicer, reimburse the Lead Securitization for its pro rata share of such Nonrecoverable Advance or Advance Interest.


 


In addition, the Non-Lead
Securitization Note Holder (including, but not limited to, any Securitization Trust into which such Non-Lead Securitization Note
is deposited) shall be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization for the
Non-Lead Securitization Note Holder’s pro rata share of any fees, costs or expenses incurred in connection with the
servicing and administration of the Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor, the Asset Representations Reviewer or the Depositor, as applicable, is entitled to be reimbursed
pursuant to the Lead Securitization Servicing Agreement, to the extent amounts on deposit in the Companion Distribution Account
are insufficient for reimbursement of such amounts. The Non-Lead Securitization Note Holder shall indemnify (as and to the same
extent the Lead Securitization Trust is required to indemnify each of the following parties in respect of other mortgage loans
in the Lead Securitization Trust pursuant to the terms of the Lead Securitization Servicing Agreement) each of the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, Asset Representations Reviewer and the
Depositor (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified
parties in the Lead Securitization Servicing Agreement in respect of other mortgage loans) (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 servicing and administration of the Mortgage Loan (or, with respect to the Operating
Advisor and the Asset Representations Reviewer, incurred in connection with the provision of services for the Mortgage Loan) under
the Lead Securitization Servicing Agreement (collectively, the “Indemnified Items”) to the extent of its pro
rata share of such Indemnified Items, and to the extent amounts on deposit in the Companion Distribution Account or Collection
Account, as applicable, are insufficient for reimbursement of such amounts, the Non-Lead Securitization Note Holder shall be required
to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse each of the applicable Indemnified
Parties for its pro rata share of the insufficiency; provided, however, that the Non-Lead Securitization Note
Holder’s duty to pay Indemnified Items to the Operating Advisor shall be subject to any limitations and conditions (including
limitations and conditions with respect to the timing of such payments and the sources of funds for such payments) as may be set
forth from time to time in the Non-Lead Securitization Servicing Agreement.


 


The Non-Lead Master
Servicer (or if not made by such Non-Lead Master Servicer, the Non-Lead Trustee) may be required to make P&I Advances on the
Non-Lead Securitization Note, from time to time, subject to the terms of the servicing agreement for the related Securitization
(the “Non-Lead Securitization Servicing Agreement”), the Lead


 



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Securitization Servicing Agreement and this Agreement.
The Master Servicer, the Special Servicer and the Trustee, as applicable, shall each be entitled to make its own recoverability
determination with respect to a P&I Advance to be made on the Lead Securitization Note based on the information that it has
on hand and in accordance with the Lead Securitization Servicing Agreement. The Non-Lead Master Servicer, Non-Lead Special Servicer
and Non-Lead Trustee under the Non-Lead Securitization Servicing Agreement, as applicable, shall
be entitled to make their own recoverability determination with respect to a P&I Advance to be made on the Non-Lead Securitization
Note based on the information that they have on hand and in accordance with the Non-Lead Securitization Servicing Agreement. The
Master Servicer and the Trustee, as applicable, and the Non-Lead Master Servicer or the 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 the Non-Lead Master Servicer, Non-Lead
Special Servicer or the Non-Lead Trustee, as applicable (with respect to the 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 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 Non-Lead Master Servicer or the Non-Lead Trustee (as provided in the Non-Lead
Securitization Servicing Agreement, in the case of a determination of non-recoverability by the Non-Lead Master Servicer, the Non-Lead
Special Servicer or the Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or the Non-Lead Master Servicer and
the Non-Lead Trustee, as the case may be, of the other Securitization within two Business Days of making such determination. Each
of the Master Servicer, the Trustee, the Non-Lead Master Servicer and the Non-Lead Trustee, as applicable, will only be entitled
to reimbursement for a P&I Advance that becomes non-recoverable first from the Companion Distribution Account from amounts
allocable to the Note for which such P&I Advance was made, and then, if funds are insufficient, (i) in the case of the
Lead Securitization Note, from general collections of the Lead Securitization Trust, pursuant to the terms of the Lead Securitization
Servicing Agreement and (ii) in the case of the Non-Lead Securitization Note, from general collections of the related Securitization
Trust, as and to the extent provided in the Non-Lead Securitization Servicing Agreement.


 


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


 


(i)           the
Master Servicer shall remit all payments received with respect to the Non-Lead Securitization Note, net of the servicing fees
payable to the Master Servicer and Special Servicer with respect to such Non-Lead Securitization Note, and any other applicable
fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the Non-Lead Securitization Note
Holder by the earlier of (x) the Master Servicer Remittance Date (as defined in the Lead Securitization Servicing Agreement) and
(y) the Business Day following the “determination date” (or any term


 



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substantially similar thereto) as defined in
the Non-Lead Securitization Servicing Agreement (such determination date, the “Non-Lead Securitization Determination
Date”);


 


(ii)          with respect to the Non-Lead Securitization Note that is held by a Securitization, the Master Servicer agrees to deliver
or cause to be delivered or to make available to the Non-Lead Master Servicer all reports required to be delivered by the Master
Servicer to the Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement (which shall include
all loan-level reports constituting the CREFC® Investor Reporting Package (IRP)) pursuant to the terms of the Lead Securitization
Servicing Agreement, to the extent related to the Mortgage Loan, the Mortgaged Property, the Non-Lead Securitization Note, the
Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, by the earlier of (x) the Master Servicer
Remittance Date and (y) the Business Day following the Non-Lead Securitization Determination Date;


 


(iii)         the Master Servicer and the Special Servicer, as applicable, shall provide (or the Special Servicer shall provide to the
Master Servicer for provision by the Master Servicer) (in electronic media) to the Non-Lead Securitization Note Holder all documents,
certificates, instruments, notices, reports, operating statements, rent rolls and other information regarding the Mortgage Loan
provided by it to any other party to the Lead Securitization Servicing Agreement at the time provided to such other party;


 


(iv)         the Non-Lead Securitization Note Holder shall be entitled to the same indemnity as the Lead Securitization Note Holder
under the Lead Securitization Servicing Agreement; each of the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Custodian shall be required to (and shall require any Servicing Function Participant
or Additional Servicer engaged by it to) indemnify each Certifying Person and the depositor of any public Other Securitization
Trust, and their respective directors and officers and controlling persons, to the same extent that they indemnify the Depositor
(as depositor in respect of the Lead Securitization) and each Certifying Person for (i) its failure to deliver the items in clause
(viii) below in a timely manner, (ii) its failure to perform its obligations to such depositor or Non-Lead Trustee under Article
X (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement by the time required after giving
effect to any applicable grace period or cure period, (iii) the failure of any Servicing Function Participant or Additional Servicer
retained by it (other than a Mortgage Loan Seller Sub-Servicer) to perform its obligations to such depositor or trustee under
such Article X (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement by the time required
and/or (iv) any Deficient Exchange Act Deliverable regarding, and delivered by or on behalf of, such party;


 


(v)          with respect to any Non-Lead Securitization that is subject to reporting requirements under the Securities Act, the Exchange
Act (including Rule 15Ga-1), and Regulation AB, (a) the Master Servicer, any primary servicer, the Special Servicer, the Trustee,
the Certificate Administrator or other party acting as custodian for the Lead Securitization shall be required to deliver (and
shall be required to cause each other


 



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servicer and servicing function participant (within the meaning of Items 1123 and 1122,
respectively, of Regulation AB) retained or engaged by it to deliver; provided that such party shall only be required to use commercially
reasonable efforts to cause a Mortgage Loan Seller Sub-Servicer to deliver), in a timely manner (i) the reports, certifications,
compliance statements, accountants’ assessments and attestations, and information to be included in reports (including,
without limitation, Form ABS-15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request, any other materials specified in
the Non-Lead Securitization Servicing Agreement, in the case of clauses (i) and (ii), as the Non-Lead Depositor or the Non-Lead
Trustee reasonably believes, in good faith, are required in order for the Non-Lead Depositor or the Non-Lead Trustee to comply
with its obligations under the Securities Act, the Exchange Act (including Rule 15Ga-1), Regulation AB and Form SF-3, (b) without
limiting the generality of the foregoing (x) the Depositor or the related Holder shall provide or cause to be provided to the
Non-Lead Depositor (and to counsel to the Non-Lead Depositor) and the Non-Lead Trustee (1) written notice (which may be by email)
in a timely manner (but no later than three (3) Business Days prior to closing) of the occurrence of such Securitization, and
(2) no later than the closing date of such Securitization, a copy of the Lead Securitization Servicing Agreement in an EDGAR-compatible
format, and (y) the Master Servicer and Special Servicer (or any replacement Master Servicer or Special Servicer, as applicable)
shall, upon reasonable prior written request, and subject to the right of the Master Servicer or the Special Servicer, as the
case may be, to review and approve such disclosure materials, permit a holder of the Non-Lead Securitization Note to use such
party’s description contained in the Lead Securitization prospectus (updated as appropriate by the Master Servicer or Special
Servicer, as applicable, at the cost of the Non-Lead Sponsor) (or, in the case of a replacement Special Servicer, contained in
a Lead Securitization Form 8-K), for inclusion in the disclosure materials (or, in the case of a replacement Special Servicer,
for inclusion in a Form 8-K) relating to any securitization of the Non-Lead Securitization Note, and (z) the Master Servicer and
the Special Servicer (or any replacement Master Servicer or Special Servicer, as applicable), shall provide indemnification agreements,
opinions and Regulation AB compliance letters as were or are being delivered with respect to the Lead Securitization (in each
case, at the cost of the Non-Lead Sponsor), and (c) in connection with any amendment of the Lead Securitization Servicing Agreement,
the Depositor shall provide written notice (which may be by email) of such proposed amendment to the Non-Lead Depositor and the
Non-Lead Trustee no later than three (3) Business Days prior to the date of effectiveness of such amendment, and, on the date
of effectiveness of such amendment to the Lead Securitization Servicing Agreement, provide a copy of such amendment in an EDGAR-compatible
format to the Non-Lead Depositor and the Non-Lead Trustee. The Master Servicer and the Special Servicer shall each be required
to provide certification and indemnification to any Certifying Person with respect to any applicable Sarbanes-Oxley Certification
with respect to a Non-Lead Securitization;


 


(vi)         each of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting Party shall
cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under the applicable
Sub-Servicing Agreement), with the Non-Lead Depositor (including, without limitation, providing all due diligence information,
reports, written responses, negotiations and coordination) to the same extent as such party is required to cooperate


 



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with the
Lead Depositor under Article X (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement and
in connection with Deficient Exchange Act Deliverables. All respective reasonable out-of-pocket costs and expenses incurred by
the Non-Lead Depositor (including reasonable legal fees and expenses of outside counsel to such depositor) in connection with
the foregoing (other than those costs and expenses related to participation by the Non-Lead Depositor in any telephone conferences
and meetings with the United States Securities and Exchange Commission (the “Commission”) and other costs the Non-Lead
Depositor must bear pursuant to Article X (or any article substantially similar thereto) of the Lead Securitization Servicing
Agreement) and any amendments to any reports filed with the Commission therewith shall be promptly paid by the applicable Affected
Reporting Party upon receipt of an itemized invoice from such Non-Lead Depositor;


 


(vii)        the Non-Lead Securitization Note Holder is an intended third-party beneficiary in respect of the rights afforded it under
the Lead Securitization Servicing Agreement and the Non-Lead Master Servicer shall be entitled to enforce the rights of the Non-Lead
Securitization Note Holder under this Agreement and the Lead Securitization Servicing Agreement;


 


(viii)       the Non-Lead Master Servicer and the Non-Lead Special Servicer shall each be a third-party beneficiary of the Lead Securitization
Servicing Agreement with respect to all provisions therein expressly relating to compensation, reimbursement or indemnification
of the Non-Lead Master Servicer or the Non-Lead Special Servicer, as the case may be, and the provisions regarding coordination
of Advances;


 


(ix)          if the Mortgage Loan becomes a Defaulted Mortgage Loan and the Special Servicer determines to sell the Lead Securitization
Note in accordance with the Lead Securitization Servicing Agreement, it shall have the right and the obligation to sell both of
the Notes as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection
with any such sale, the Special Servicer shall provide notice to the Non-Lead Master Servicer who shall provide notice to the
Non-Controlling Note Holder of the planned sale and of the Non-Controlling Note Holder’s opportunity to submit an offer
on the Mortgage Loan;


 


(x)           the Lead Securitization Servicing Agreement shall not be amended in any manner that materially and adversely affects the
Non-Lead Securitization Note Holder without the consent of the Non-Lead Securitization Note Holder;


 


(xi)          Servicer Termination Events with respect to the Master Servicer and the Special Servicer shall include: (i) solely with
respect to the Master Servicer, the failure to timely remit payments to the Non-Lead Securitization Note Holder, which failure
continues unremedied for one (1) Business Day following the date on which such payment was to be made; (ii) solely with respect
to the Special Servicer, the failure to deposit into any REO Account any amount required to be so deposited within two (2) Business
Days after the date such deposit was to be made, or the failure to remit to the Master Servicer for deposit into the Collection
Account or the related Companion Distribution Account, as applicable, any amount required to be so remitted by the Special


 






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Servicer
within one (1) Business Day after the date such remittance was to be made; (iii) the qualification, downgrade or withdrawal, or
placing on “watch status” in contemplation of a rating downgrade or withdrawal of the ratings of any class of certificates
issued in connection with the Non-Lead Securitization by the rating agencies rating such securities (and such qualification, downgrade,
withdrawal or “watch status” placement shall not have been withdrawn by such rating agencies within sixty (60) days
of actual knowledge of such event by the Master Servicer or the Special Servicer, as the case may be), and publicly citing servicing
concerns with the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action;
and (iv) the failure to provide to the Non-Lead Securitization Note Holder (if and to the extent required under the Non-Lead Securitization)
reports required under the Exchange Act, and the rules and regulations thereunder, in a timely fashion. Upon the occurrence of
such a Servicer Termination Event with respect to the Master Servicer affecting the Non-Lead Securitization Note Holder and the
Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon the
direction of the Non-Lead Securitization Note Holder, require the appointment of a subservicer with respect to the Non-Lead Securitization
Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer affecting the Non-Lead Securitization
Note Holder and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the
Trustee shall, upon direction of the Non-Lead Securitization Note Holder, terminate the Special Servicer with respect to, but
only with respect to, the Mortgage Loan;


 


(xii)         upon any resignation of the Master Servicer or the Special Servicer, any replacement of the Special Servicer, any termination
of the Master Servicer or Special Servicer and/or any replacement thereof, any appointment of a successor to the Master Servicer
or Special Servicer, or the effectiveness of any designation of a new Special Servicer, the Trustee or Certificate Administrator
shall promptly (and in any event no later than three (3) Business Days prior to the effective date of such resignation, termination,
replacement and/or appointment of a Master Servicer or Special Servicer) provide written notice thereof to the Non-Lead Trustee,
the Non-Lead Master Servicer, and the Non-Lead Depositor, and the Non-Lead Depositor, together with any information reasonably
required (including, without limitation, any disclosure required under Item 1108 of Regulation AB) for the related Non-Lead Securitization
to comply with any applicable reporting obligations under the Exchange Act; provided, that such notice shall not be deemed to
be provided unless receipt thereof has been confirmed in writing (which may be by email) from the Non-Lead Depositor;


 


(xiii)        if the Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the Non-Lead Securitization Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Non-Lead
Asset Representations Reviewer in connection with such Asset Review by providing the Non-Lead Asset Representations Reviewer with
any documents reasonably requested by the Non-Lead Asset Representations Reviewer, but only to the extent (x) such documents are
in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, and (y) the
Non-Lead Asset


 



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Representations Reviewer has not been able to obtain such documents from the related mortgage loan seller; and


 


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


 


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


 


(i)           
the Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Nonrecoverable Advances
(and Advance Interest thereon) and any additional expenses of the Trust Fund, but only to the extent that such expenses relate
to servicing and administration of the Notes, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees
and Workout Fees relating to the Notes, and that in the event that the funds received with respect to each respective Note are
insufficient to cover such Servicing Advances or additional expenses of the Trust Fund, (i) the Non-Lead Master Servicer
will be required to, promptly following notice from the Master Servicer, reimburse the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, as applicable, out of general collections in the collection account (or equivalent
account) established under the Non-Lead Securitization Servicing Agreement for the Non-Lead Securitization Note Holder’s
pro rata share of any such Nonrecoverable Advances and/or additional expenses of the Trust Fund, and (ii) if the Lead Securitization
Servicing Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee to reimburse
itself from the Lead Securitization Trust’s general collections, then the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as applicable, may do so and the Non-Lead Master Servicer will be required to, promptly following
notice from the Master Servicer, reimburse the Lead Securitization Trust out of general collections in the collection account
(or equivalent account) established under the Non-Lead Securitization Servicing Agreement for the Non-Lead Securitization Note
Holder’s pro rata share of any such Nonrecoverable Advances and/or additional expenses of the Trust Fund;


 


(ii)          each of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required
to indemnify each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to
the terms of Lead Securitization Servicing Agreement) by the Securitization Trust holding such Non-Lead Securitization Note, against
any of the Indemnified Items to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on
deposit in the Companion Distribution Account are insufficient for reimbursement of such amounts,
the Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties for its pro rata
share of the insufficiency out of general collections in the collection account (or equivalent account) established under the
Non-Lead Securitization Servicing Agreement; provided, however, that the Non-Lead Securitization Servicing Agreement
may include limitations and conditions on the payment or reimbursement of Indemnified Items to the Operating Advisor (including
limitations and


 



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conditions with respect to the timing of such payments or reimbursements and the sources of funds for such payments
or reimbursements);


 


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


 


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


 


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


 


(f)           The Lead Securitization Note Holder agrees that, if the Non-Lead Securitization Note is included in a Securitization, and
such Non-Lead Securitization is subject to reporting requirements under Regulation AB, the Master Servicer, the Special Servicer,
the Trustee and the Custodian shall be required to reasonably cooperate with the Non-Lead Asset Representations Reviewer in connection
with such Non-Lead Asset Representations Reviewer’s


 



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obligations under the Non-Lead Securitization Servicing Agreement with
respect to the Mortgage Loan by providing any documents reasonably requested by the Non-Lead Asset Representations Reviewer or
other requesting party in connection with the Non-Lead Asset Representations Reviewer’s obligations, but only to the extent
such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may
be and the Non-Lead Asset Representations Reviewer has not been able to obtain such documents from the related mortgage loan seller.
The reasonable out-of-pocket expenses of the Master Servicer, Special Servicer, the Trustee and the Custodian actually incurred
in connection with their compliance with such requests shall be reimbursable by the Non-Lead Asset Representations Reviewer or,
if not paid by the Non-Lead Asset Representations Reviewer, the Non-Lead Securitization Note Holder.


  


(g)          If Note A-1 is not the first Note to be deposited into the Lead Securitization, the Note A-1 Holder shall give each of the
parties to the Lead Securitization (that will not also be a party to the Note A-1 PSA) and the Non-Controlling Note Holder Representative
under the Lead Securitization Servicing Agreement notice of the Note A-1 Securitization in writing (which may be by e-mail) not
less than 5 business days’ prior to the Note A-1 Securitization Date. Such notice shall contain contact information for each
of the parties to the Note A-1 PSA. In addition, after the Note A-1 Securitization Date, the Note A-1 Holder shall send a copy
of the Note A-1 PSA to each of the parties to the Note A-2 PSA.


 


Section 3.         Priority of Payments.


 


(a)          Each Note shall be of equal priority, and no portion of either Note shall have priority or preference over any portion of
the other Note or security therefor. 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 Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit
or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards
or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in
accordance with the terms of the Mortgage Loan Documents) shall be applied by the Lead Securitization Note Holder (or its designee)
to the Notes on a Pro Rata and Pari Passu Basis; provided, that (x) all amounts for required reserves or escrows required
by the Mortgage Loan Documents to be held as reserves or escrows or received as reimbursements on account of recoveries in respect
of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under
the Lead Securitization Servicing Agreement shall be applied to the extent set forth in, and in accordance with the terms of, the
Mortgage Loan Documents; and (y) all amounts that are then due, payable or reimbursable to any Servicer, with respect to the
Mortgage Loan pursuant to the Lead Securitization Servicing Agreement and any other compensation payable to it thereunder (including
without limitation, any additional expenses of the Trust Fund relating to the Mortgage Loan (but subject to second paragraph of
Section 5(d) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees
and Penalty Charges (to the extent provided in the immediately following paragraph) but excluding (i) any P&I Advances (and
interest thereon) on the Lead


 



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Securitization Note, which shall be reimbursed in accordance with Section 2(b) hereof, and (ii) any
Master Servicing Fees due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share of that portion
of such servicing fees calculated at the “primary servicing fee rate” applicable to the Mortgage Loan as set forth
in the Lead Securitization Servicing Agreement, which such excess shall not be subject to the allocation provisions of this Section
3) shall be payable in accordance with the Lead Securitization Servicing Agreement.


 


For clarification purposes, Penalty
Charges paid on each Note shall first, be used to reduce, on a pro rata basis, the amounts payable on each Note by
the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing
Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement,
second, be used to reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer,
Trustee, the Non-Lead Master Servicer or the Non-Lead Trustee for any interest accrued on any P&I Advance made with respect
to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or the Non-Lead Securitization Servicing
Agreement, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each Note by the
amount necessary to pay additional expenses of the Trust Fund (other than Special Servicing Fees, unpaid Workout Fees and Liquidation
Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally,
(i) in the case of the remaining amount of Penalty Charges allocable to the Lead Securitization Note, be paid to the Master Servicer
and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and
(ii) in the case of the remaining amount of Penalty Charges allocable to the Non-Lead Securitization Note, be paid, (x) prior to
the securitization of such Note, to the Non-Lead Securitization Note Holder and (y) following the securitization of such Note,
to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization
Servicing Agreement


 


Section 4.         Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the
Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Servicing Standard, if the Lead Securitization
Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof
such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Rate is reduced, (iii) payments of interest
or principal on either 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 equal priorities of each Note as described in Section 3.


 


Section 5.         Administration of the Mortgage Loan.


 


(a)           Subject to this Agreement (including but not limited to Section 5(c)) and the Lead Securitization Servicing Agreement
and subject to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization
Note Holder (or the 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,


 



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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 the Non-Lead
Securitization Note Holder shall not 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, the Non-Lead Securitization Note
Holder shall have no right to, and the Non-Lead Securitization Note Holder 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 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 the 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).


 


Each 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), upon the Mortgage Loan becoming a Defaulted Loan to sell the Notes together as notes evidencing one
whole loan in accordance with the terms of the Lead Securitization Servicing Agreement and shall require that all offers be submitted
to the Special Servicer in writing. Whether any cash offer constitutes a fair price for the Mortgage Loan shall be determined by
the Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest offeror
is an Interested Person. Absent an offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute
a fair price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent third
parties. In determining whether any offer from an Interested Person received represents a fair price for the Mortgage Loan, the
Trustee shall rely on the most recent Appraisal (or update of such Appraisal) conducted in accordance with the Lead Securitization
Servicing Agreement within the preceding nine (9)-month period or, in the absence of any such Appraisal, on a new Appraisal. In
determining whether any such offer from a Person other than an Interested Person constitutes a fair price for the Mortgage Loan,
the Special Servicer shall take into account (in addition to the results of any Appraisal or updated Appraisal or narrative appraisal
that it may have obtained within the prior nine (9) months pursuant to the Lead Securitization Servicing Agreement) among other
factors, the period and amount of the occupancy level and physical condition of the Mortgaged Property and the state of the local
economy. In determining whether any offer received from an Interested Person represents a fair price for any such Defaulted Loan,
the Trustee shall rely on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property conducted in
accordance with this Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal,


 



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on a new Appraisal.
Except as provided in the following paragraph, the cost of any Appraisal will be covered by, and will be reimbursable as, a Servicing
Advance by the Master Servicer. Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Special Servicer acting
on behalf of the Lead Securitization Note Holder) shall not be permitted to sell the Mortgage Loan without the written consent
of the Non-Lead Securitization Note Holder (provided that such consent is not required if the Non-Lead Securitization Note
is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered
to the 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 ten (10) days prior to the proposed sale date, a copy of each bid package (together with any amendments
to such bid packages) received by the Special Servicer in connection with any such proposed sale, (c) at least ten (10) days prior
to the proposed sale date, a copy of the most recent appraisal for the Mortgage Loan, and any documents in the servicing file reasonably
requested by the Non-Lead Securitization Note Holder that are material to the sale 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 and the Lead Securitization
Controlling Class Representative) prior to the proposed sale date, all information and other documents being provided to other
offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with
the proposed sale; provided, however, that such Non-Lead Securitization Note Holder may waive any delivery or timing
requirements set forth in this sentence only for itself. Subject to the foregoing, each of the Controlling Note Holder, the Controlling
Note Holder Representative, the Non-Controlling Note Holders and the Non-Controlling Note Holder Representatives shall be permitted
to submit an offer at any sale of the Mortgage Loan (unless such Person is a Borrower Party).


 


Notwithstanding anything
contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested
Person constitutes a fair price, the Trustee may (at its option and at the expense of the offering Interested Person purchaser)
designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’
experience in valuing loans similar to the Mortgage Loan, that has been selected with reasonable care by the Trustee to determine
if such cash offer constitutes a fair price for the Mortgage Loan. If the Trustee designates such third party to make such determination,
the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the
costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by,
and shall be reimbursable, from the offering Interested Person.


 


The 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 Note. The Non-Lead Securitization Note Holder further agrees that, upon
the request of the Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall execute and deliver to or at
the direction of Lead Securitization Note Holder such powers of attorney or other instruments as the Lead Securitization Note Holder
may reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following request,
and shall deliver the original Non-Lead Securitization Note, endorsed in blank, to or at


 



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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 Notes 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
Note is repurchased by the Initial Note Holder from the trust fund established under the Lead Securitization Servicing Agreement
in connection with a material breach of representation or warranty made by such Initial Note Holder with respect to the Lead Securitization
Note or material document defect with respect to the documents delivered by the related Initial Note Holder with respect to the
Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence shall not be construed to grant
to the Non-Lead Securitization Note Holder the benefit of any representation or warranty made by such Initial Note Holder or any
document delivery obligation imposed on such Initial Note Holder under any mortgage loan purchase and sale agreement, instrument
of transfer or other document or instrument that may be executed or delivered by such Initial Note Holder in connection with the
Lead Securitization.


 


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


 


(c)          Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) shall be required (i) to provide copies of any notice, information and report that it is required to provide to
the Lead Securitization Controlling Class Representative pursuant to the Lead Securitization Servicing Agreement (for this purpose,
without regard to whether such items are actually required to be provided to the Lead Securitization Controlling Class Representative
under the Lead Securitization Servicing Agreement due to the occurrence of a Control Termination Event or a Consultation Termination
Event or effectively equivalent period) with respect to any Major


 



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Decision or the implementation of any recommended actions outlined
in an Asset Status Report relating to the Mortgage Loan, to the Non-Lead Securitization Note Holder (or its Non-Lead Securitization
Note Holder Representative), within the same time frame it is required to provide to the Lead Securitization Controlling Class
Representative (for this purpose, without regard to whether such items are actually required to be provided to the Lead Securitization
Controlling Class Representative under the Lead Securitization Servicing Agreement due to the occurrence of a Control Termination
Event or a Consultation Termination Event or effectively equivalent period) and (ii) to consult with the Non-Lead Securitization
Note Holder (or its Non-Lead Securitization Note Holder Representative) on a strictly non-binding basis, to the extent having received
such notices, information and reports, such Non-Lead Securitization Note Holder (or its Non-Lead Securitization Note Holder Representative)
requests consultation with respect to any such Major Decision or the implementation of any recommended actions outlined in an Asset
Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Lead Securitization Note
Holder (or its Non-Lead Securitization Note Holder Representative); provided that after the expiration of a period of ten
(10) Business Days from the delivery to such Non-Lead Securitization Note Holder (or its Non-Lead Securitization Note Holder Representative)
by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) of written notice
of a proposed action, together with copies of the notice, information and report required to be provided to the Lead Securitization
Controlling Class Representative, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on
its behalf) shall no longer be obligated to consult with such Non-Lead Securitization Note Holder (or its Non-Lead Securitization
Note Holder Representative) (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 the Non-Lead Securitization Note Holder (or its Non-Lead Securitization
Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization Note Holder (or Master Servicer
or Special Servicer, acting on its behalf) may make any Major Decision or 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 Master Servicer or
Special Servicer, as applicable) 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 Master Servicer or Special Servicer, acting on its
behalf) be obligated at any time to follow or take any alternative actions recommended by the Non-Lead Securitization Note Holder
(or its Non-Lead Securitization Note Holder Representative).


 


In addition to the consultation
rights of the Non-Lead Securitization Note Holder (or its Non-Lead Securitization Note Holder Representative) provided in the immediately
preceding paragraph, the Non-Lead Securitization Note Holder shall have the right to attend (in person or telephonically, in the
discretion of the Master Servicer or Special Servicer, as applicable) annual meetings with the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf), upon reasonable notice and at times reasonably acceptable
to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.


 



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(d)          If either 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
the pro rata share 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, if one of the Notes is included in a REMIC and the other is
not, such other Note Holder shall not be required to reimburse such Note Holder or any other Person for payment of (i) any taxes
imposed on such REMIC, (ii) any costs or expenses relating to the administration of such REMIC or to any determination respecting
the amount, payment or avoidance of any tax under such REMIC or (iii) any advances for any of the foregoing or any interest thereon
or for deficits in other items of disbursement or income resulting from the use of funds for payment of any such taxes, costs or
expenses or advances, nor shall any disbursement or payment otherwise distributable to the other Note Holder be reduced to offset
or make-up any such payment or deficit.


 


Section 6.         Rights of the Controlling Note Holder.


 


(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. 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 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


 



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acting on
behalf of the Controlling Note Holder. Any Servicer acting on behalf of the Lead Securitization Note Holder shall not be required
to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified the Servicer
or Trustee 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 any Servicer or Trustee with written confirmation of its acceptance
of such appointment, an address and telecopy 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
telecopy numbers). The Controlling Note Holder shall promptly deliver such information to any Servicer. None of the Servicers,
Operating Advisor and Trustee shall be required to recognize any person as a Controlling Note Holder Representative until they
receive such information from the Controlling Note Holder. The Controlling Note Holder agrees to inform each such Servicer or Trustee
of the then-current Controlling Note Holder Representative.


 


Neither the Controlling Note
Holder Representative nor the Controlling Note Holder, in such capacity, 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, acting in such capacity, agree to take no action against the Controlling Note Holder Representative,
the Controlling Note Holder or any of their respective officers, directors, employees, principals or agents as a result of such
special relationships or interests, and that neither the Controlling Note Holder Representative nor the Controlling Note Holder
will be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to
have recklessly disregarded any exercise of its rights by reason of its having acted or refrained from acting, or having given
any consent or having failed to give any consent, solely in the interests of either Note Holder.


 


The Non-Controlling Note Holder
shall provide notice of its identity and contact information (including any change thereof) to the Trustee, Certificate Administrator,
the Master Servicer and the Special Servicer under the Lead Securitization Servicing Agreement; provided, that each Initial
Note Holder shall be deemed to have provided such notice on the date hereof. The Trustee, Certificate Administrator, the Master
Servicer and the Special Servicer under the Lead Securitization Servicing Agreement shall be entitled to conclusively rely on such
identity and contact information received by it and shall not be liable in respect of any deliveries hereunder sent in reliance
thereon.


 



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The 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 (with respect to such Note Holder, the “Non-Controlling Note Holder Representative”).
All of the provisions relating to the Controlling Note Holder and the Controlling Note Holder Representative set forth in the first
paragraph of this Section 6(a) and the second paragraph of this Section 6(a) shall apply to the Non-Controlling Note Holder and
its Non-Controlling Note Holder Representative mutatis mutandis.


 


(b)          The Controlling Note Holder shall be entitled to exercise (x) the rights and powers granted to the Controlling Note Holder
hereunder and (y) the rights and powers granted to the Lead Securitization Controlling Class Representative or similar party under,
and as defined in, the Lead Securitization Servicing Agreement with respect to the Mortgage Loan. In addition, the Controlling
Note Holder shall be entitled to advise (1) the Special Servicer with respect to all matters related to the Mortgage Loan if it
is a “Specially Serviced Loan” (as defined in the Lead Securitization Servicing Agreement) and (2) the Special Servicer
with respect to all matters for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and,
except as set forth below, (i) the Master Servicer shall not be permitted to implement any Major Decision unless it has obtained
the prior written consent of the Special Servicer and (ii) the Special Servicer shall not be permitted to consent to the Master
Servicer’s 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 (or in connection with an Acceptable
Insurance Default, thirty (30) days) after receipt of the written recommendation and analysis and such additional information requested
by the Controlling Note Holder, and reasonably available to the Special Servicer, as may be necessary 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.


 


In the event that the Special
Servicer or Master Servicer (in the event the Master 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 is necessary to protect the interests of the Note Holders (as a collective whole)
and the Special Servicer has made a reasonable effort to contact the Controlling Note Holder, the Master Servicer or the Special
Servicer, as the case may be, may take any such action without waiting for the Controlling Note Holder’s response.


 


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


 



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Section 7.        Appointment of Special Servicer. Subject to the conditions and requirements set forth in the Lead Securitization
Servicing Agreement, the Controlling Note Holder (or its Controlling Note Holder Representative) shall have the right at any time
and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and
appoint a replacement Special Servicer in lieu thereof. Any designation by the Controlling Note Holder (or its Controlling Note
Holder Representative) of a Person to serve as Special Servicer shall be made by delivering to the other Note Holder, the Master
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, but only if required by the terms of the Lead Securitization
Servicing Agreement), and delivering to the Non-Controlling Note Holder a Rating Agency Confirmation with respect to any rated
securities issued and outstanding under the related Securitization, if applicable. 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. If a Servicer Termination Event on the part of the Special Servicer has occurred
that affects the Non-Controlling Note Holder, the Non-Controlling Note Holder shall have the right to direct the Trustee (or at
any time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling Note Holder) to terminate the
Special Servicer under the Lead Securitization Servicing Agreement solely with respect to the Mortgage Loan pursuant to and in
accordance with the terms of the Lead Securitization Servicing Agreement. The Note Holders acknowledge and agree that any successor
special servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at the
Non-Controlling Note Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was so terminated
without the prior written consent of such Non-Controlling Note Holder. The Non-Controlling Note Holder that directs the Trustee
(or at any time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling Note Holder) to terminate
the Special Servicer shall be solely responsible for reimbursing the Trustee’s or the Controlling Note Holder’s, as
applicable, costs and expenses, if not paid within a reasonable time by the terminated special servicer and, in the case of the
Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in the Collection Account under the Lead Securitization
Servicing Agreement.


 


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 allocable to the Notes to the
Collection Account and/or Companion Distribution Account pursuant to and in accordance with the Lead Securitization Servicing Agreement.
The Lead Securitization Note Holder (or the Master


 



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Servicer acting on its behalf) shall deposit such amounts to the applicable
account within two Business Days after receipt by it 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 either 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, the Non-Lead Securitization
Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead
Securitization Note Holder shall not be required to distribute any portion thereof to the Non-Lead Securitization Note Holders
and the 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 the 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.


 


(c)          If, for any reason, the Lead Securitization Note Holder makes any payment to the 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 such Non-Lead Securitization Note Holder, such 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 the 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. The 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 the 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


 



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


 


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


 



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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. The Lead Securitization Note Holder shall have no obligation whatsoever to offer to the Non-Lead
Securitization Note Holder the opportunity to purchase a participation interest in any future loans originated by the Lead Securitization
Note Holder or its Affiliates and if the Lead Securitization Note Holder chooses to offer to the Non-Lead Securitization Note Holder
the opportunity to purchase a participation interest in any future mortgage loans originated by the Lead Securitization Note Holder
or its Affiliates, such offer shall be at such purchase price and interest rate as the Lead Securitization Note Holder chooses,
in its sole and absolute discretion. The Non-Lead Securitization Note Holder shall have no obligation whatsoever to purchase from
the Lead Securitization Note Holder a participation interest in any future loans originated by the Lead Securitization Note Holder
or its Affiliates.


 


Section 13.      Other Business Activities of the Note Holders. Each Note Holder acknowledges that the other Note Holder or its 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 Related Party”), and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower
Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement
and the transactions contemplated hereby were not in effect.


 


Section 14.       Sale of the Notes.


 


(a)          Except as contemplated by the second following sentence, each Note Holder agrees that it will not sell, assign, transfer,
pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”)
except to a Qualified Institutional Lender. Promptly after the Transfer, the non-transferring Note Holder 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 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 (a) obtain the consent of each non-transferring
Note Holder and (b) if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a


 



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Rating Agency
Confirmation from each Rating Agency then rating the securities of such Securitization Trust. 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, until a Rating Agency Confirmation is obtained, 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 shall pay the expenses of the non-transferring Note Holder (including all expenses
of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative)
and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing,
each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or
having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note.
None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, 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, 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, either 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 (or, if not rated by an applicable Rating Agency, an equivalent
or higher rating from any two of Fitch, Moody’s and S&P) (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 that 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


 



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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 either Note Holder or Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant
to this Agreement or the Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely
releases the other Note Holders and any Servicer from any liability to the pledging Note Holder on account of such other Note Holder’s
or Servicer’s compliance with any Redirection Notice believed by any Servicer or such other Note Holder to have been delivered
by a Note Pledgee. A Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Note Holder
to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law
and this Agreement. In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and any transferee other
than the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or similar
sale held by such Note Pledgee or any transfer in lieu of 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 either 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:


 



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


 


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


 


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


 


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


 


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


 


Section 15.      Registration of the Notes and Each Note Holder. The Agent shall keep or cause to be kept at the Agent Office books
(the “Note Register”) for the registration and transfer of the Notes. The Agent shall serve as the initial note
registrar and the Agent hereby accepts such appointment. The names and addresses of the holders of the Notes and the names and
addresses of any transferee of either 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 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 Holder. 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 either 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


 



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Holders against any liability that may result if the transfer
is not made in accordance with the provisions of this Agreement.


 


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


 


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


 


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


 


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


 


(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 either Note is contained in a Securitization Trust, the Note Holders


 



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shall not
amend or modify this Agreement without first obtaining a Rating Agency Confirmation from each Rating Agency then rating any securities
of any Securitization; provided that no such Rating Agency Confirmation 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, or (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.


 


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 and Special Servicer and the Non-Lead Master Servicer, Non-Lead Special
Servicer or Non-Lead Trustee, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person
not a party hereto. Subject to Section 14 and Section 15, each Note Holder may assign or delegate its rights or obligations
under this Agreement. Upon any such assignment, the assignee shall be entitled to all rights and benefits of the applicable Note
Holder hereunder.


 


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


 


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


 


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 the Non-Lead Securitization Note Holder with respect to the Mortgage Loan
as a result of the 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 the Non-Lead Securitization Note Holder’s interest
in such payment (all withheld amounts being deemed paid to such Note Holder),


 



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provided that the Lead Securitization Note
Holder shall furnish the 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)          The 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
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)          The 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, the 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 the 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 the 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


 



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respect thereto. The Lead Securitization Note Holder shall not be obligated to make any payment hereunder with respect
to the Non-Lead Securitization Note or otherwise until the 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. Prior to the Lead Securitization, the originals of all of the Mortgage Loan Documents
shall be held by the Initial Agent on behalf of the registered holders of the Notes. On and after the closing of the Lead Securitization,
the originals of all of the Mortgage Loan Documents (other than the originals of the Non-Lead Securitization Notes) shall be held
in the name of the Trustee (and held by a duly appointed custodian therefor), in accordance with the terms of the Lead Securitization
Servicing Agreement, on behalf of the registered holders of the Notes; provided that if the Lead Securitization is not the Note
A-1 Securitization, all Mortgage Loan Documents (other than Note A-2) shall not be recorded or filed to reflect the name of the
trustee under the Lead Securitization Servicing Agreement for such Lead Securitization (except to the extent specifically provided
for in the Lead Securitization Servicing Agreement to the extent Note A-1 is not included in a Securitization within a specified
period of time).


 


Section 26.           
Cooperation in Securitization. Each Note Holder acknowledges that either 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 related Securitizing Note Holder, the Non-Securitizing Note Holder shall use reasonable efforts, at such
Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause
the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that
may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering
into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with
such Securitizing 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 such Securitization; provided,
that the Non-Securitizing Note Holder shall not 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, such Non-Securitizing Note Holder
or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing
Note Holder’s rights, remedies or protections. In connection with any Securitization, the Non-Securitizing Note Holder shall
provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing
Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such
Non-Securitizing Note Holder shall, at such Securitizing Note Holder’s expense, cooperate with the reasonable requests of
each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably
cooperating with such Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable
such Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities
law opinions) in connection with the Mortgage Loan and such


 



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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 such Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with
any Securitization, the information provided by it in its capacity as the Non-Securitizing Note Holder to the related Securitizing
Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating
Agency shall be entitled to rely on the information supplied by, or on behalf of, the Non-Securitizing Note Holder.


 


Upon request, each Securitizing
Note Holder shall deliver to the Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus
supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Securitization
of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents.


 


Section 27.           
Notices. All notices required hereunder shall be given by (i) 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), (ii) reputable
overnight delivery service (charges prepaid) or (iii) certified United States mail, postage prepaid return receipt requested,
and addressed to the respective parties at their addresses set forth on Exhibit B hereto, or at such other address as any
party shall hereafter inform the other party by written notice given as aforesaid. All written notices so given shall be deemed
effective upon receipt.


 


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


 


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 either 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;


 



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(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.      Reserved.


 


Section 31.      Resignation of Agent. 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. Barclays, as Initial Agent, may transfer its rights and obligations to a Servicer, the Trustee or the Certificate
Administrator, as successor Agent, at any time without the consent of either 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, and any successor master servicer
shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place thereof without any further
notice or other action.


 


Section 32.     Resizing. Notwithstanding any other provision of this Agreement, for so long as Barclays or an affiliate (an “Original
Entity”) is the owner of the 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 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


 



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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 holder
of the other Note. 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 the 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 Initial
Agent and Initial Note Holders have caused this Agreement to be duly executed as of the day and year first above written.


 





	 	BARCLAYS BANK PLC, as Initial Agent and Initial Note A-1 Holder, and Initial Note A-2 Holder
	 	 	 
	 	By:	/s/ Michael Birajiclian
	 	 	Name:  Michael Birajiclian
	 	 	Title:    Authorized Signatory







 





(Agreement Between
Note Holders – Mall at Turtle Creek)


  




     


     

    

 


EXHIBIT A


 


MORTGAGE
LOAN SCHEDULE



 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	RPI Turtle Creek Mall, LLC
	Date of Mortgage Loan:	June 2, 2016
	Date of Notes:	July 5, 2016
	Original Principal Amount of Mortgage Loan:	$71,860,000
	Principal Amount of Mortgage Loan as of the date hereof:	$71,860,000
	Initial Note A-1 Principal Balance:	42,000,000
	Initial Note A-2 Principal Balance:	29,860,000
	Location of Mortgaged Property:	Jonesboro, Arkansas
	Initial Maturity Date:	June 6, 2026


  




     A-1


     

    

 


EXHIBIT B


 





1.    Initial Note A-1 Holder:


 


Barclays Bank PLC

745 Seventh Avenue 


New York, New York 10019

Attention: Michael Birajiclian




 


2.    Initial Note A-2 Holder:


 


Barclays Bank PLC

745 Seventh Avenue





New York, New York 10019

Attention: Michael Birajiclian


  







    C-1


     

    


 


EXHIBIT C


PERMITTED FUND MANAGERS


 


		1.	AllianceBernstein



		2.	Annaly Capital Management



		3.	Apollo Real Estate Advisors




		4.	Archon Capital, L.P.





		5.	AREA Property Partners





		6.	Artemis Real Estate Partners





		7.	BlackRock, Inc.





		8.	Clarion Partners





		9.	Colony Capital, LLC





		10.	DLJ Real Estate Capital Partners





		11.	Dune Real Estate Partners





		12.	Eightfold Real Estate Capital, L.P.





		13.	Five Mile Capital Partners





		14.	Fortress Investment Group, LLC





		15.	Garrison Investment Group





		16.	H/2 Capital Partners LLC





		17.	Hudson Advisors





		18.	Investcorp International





		19.	iStar Financial Inc.





		20.	J.P. Morgan Investment Management Inc.





		21.	JER Partners





		22.	Lend-Lease Real Estate Investments





		23.	Libermax Capital LLC





		24.	LoanCore Capital





		25.	Lone Star Funds





		26.	Lowe Enterprises





		27.	Normandy Real Estate Partners





		28.	Och-Ziff Capital Management Group





		29.	Praedium Group





		30.	Raith Capital Partners, LLC





		31.	Rialto Capital Management LLC





		32.	Rockpoint Group





		33.	Rockwood





		34.	RREEF Funds





		35.	Square Mile Capital Management





		36.	The Blackstone Group





		37.	The Carlyle Group





		38.	Torchlight Investors





		39.	Walton Street Capital, L.L.C.





		40.	Westbrook Partners





		41.	Wheelock Street Capital





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



 








    C-2