Exhibit 4.9


 





EXECUTION VERSION


 




CO-LENDER AGREEMENT



 


Dated as of September 1, 2016



by and among




 


GOLDMAN SACHS MORTGAGE COMPANY

(Initial Note A-1 Holder)


 


and


 


GOLDMAN SACHS MORTGAGE COMPANY

(Initial Note A-2 Holder)


 


and


 


GOLDMAN SACHS MORTGAGE COMPANY

(Initial Note A-3 Holder)


 


and


 


GOLDMAN SACHS MORTGAGE COMPANY

(Initial Note A-4 Holder)


 


U.S. Industrial Portfolio Loan


 






     


     


    

 


TABLE OF CONTENTS


  








	 	 	 	 	Page
	 	 	 	 	 
	Section 1	 	Definitions	 	1
	Section 2	 	Servicing of the Mortgage Loan	 	17
	Section 3	 	Priority of Payments	 	22
	Section 4	 	Workout	 	23
	Section 5	 	Administration of the Mortgage Loan	 	23
	Section 6	 	Appointment of Controlling Note Holder Representative and Non- Controlling Note Holder Representative	 	28
	Section 7	 	Appointment of Special Servicer	 	29
	Section 8	 	Payment Procedure	 	30
	Section 9	 	Limitation on Liability of the Note Holders	 	31
	Section 10	 	Bankruptcy	 	31
	Section 11	 	Representations of the Note Holders	 	32
	Section 12	 	No Creation of a Partnership or Exclusive Purchase Right	 	32
	Section 13	 	Other Business Activities of the Note Holders	 	33
	Section 14	 	Sale of the Notes	 	33
	Section 15	 	Registration of the Notes and Each Note Holder	 	36
	Section 16	 	Governing Law; Waiver of Jury Trial	 	36
	Section 17	 	Submission To Jurisdiction; Waivers	 	37
	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	 	40
	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	 	42
	Section 31	 	Resignation of Agent	 	42
	Section 32	 	Resizing	 	42







 






     i


     


    

 





THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of September 1, 2016 by and among GOLDMAN SACHS MORTGAGE COMPANY (“GSMC”
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”), GSMC (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”),
GSMC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Initial
Note A-3 Holder”) and GSMC (together with its successors and assigns in interest, in its capacity as initial owner of
the Note A-4, the “Initial Note A-4 Holder” and, together with the Initial Note A-1 Holder, the Initial Note
A-2 Holder and the Initial Note A-3 Holder, the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), GSMC originated a certain loan described on the schedule attached hereto as Exhibit
A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to the mortgage loan borrower described
on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced, inter alia,
by a promissory note, dated as of September 1, 2016, in the original principal amount of $307,640,000 (the “Original Note”)
made by the Mortgage Loan Borrower in favor of GSMC, and 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”);


 


WHEREAS, pursuant to
the Mortgage Loan Agreement, the Original Note was split into three promissory notes (as amended, modified or supplemented, the
“Notes”) and the Mortgage Loan Borrower has executed and delivered to GSMC (i) one promissory note in the original
principal amount of $85,000,000 (“Note A-1”) made by the Mortgage Loan Borrower in favor of the Initial Note
A-1 Holder (“Initial Note A-1”), (ii) one promissory note in the original principal amount of $75,000,000
(“Note A-2”) made by the Mortgage Loan Borrower in favor of the Initial Note A-2 Holder (“Initial Note A-2”),
(iii) one promissory note in the original principal amount of $75,000,000 (“Note A-3”) made by the Mortgage
Loan Borrower in favor of the Initial Note A-3 Holder (“Initial Note A-3”) and (iv) one promissory
note in the original principal amount of $72,640,000 (“Note A-4”) made by the Mortgage Loan Borrower in favor
of the Initial Note A-4 Holder (“Initial Note A-4”); and


 


WHEREAS, the parties
hereto desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold
Note A-1, Note A-2, Note A-3 and Note A-4;


 


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


 


Section 1.            
Definitions. References to a “Section” or the “recitals” are, unless otherwise specified,
to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed
thereto in the Lead Securitization


 






     


     


    

 


Servicing Agreement. Whenever used in this Agreement, the following terms shall have the respective
meanings set forth below unless the context clearly requires otherwise.


 


“Affiliate”
shall have the meaning set forth in 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 at the date of this Agreement is located at Goldman Sachs Mortgage
Company, 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number (212) 428-1439, and which 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 and schedule hereto and all amendments hereof and supplements hereto.


 


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


 


“Asset Representations
Reviewer” shall mean Pentalpha Surveillance LLC or its successor in interest, or any successor Asset Representations
Reviewer appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 






    2


     


    

 


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


 


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


 


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


 


“Controlling
Note Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 is included in a Securitization,
references to the “Controlling Note Holder” herein shall mean the Lead Securitization Subordinate Class Representative
or any other party assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to
the extent provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


“Depositor”
shall mean GS Mortgage Securities Corporation II, and its successors and assigns.


 


“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 Ratings, Inc., and its successors in interest.


 


“540 West Madison
Special Servicer” shall mean Trimont Real Estate Advisors, LLC or its successor in interest.


 


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


 


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


 


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


 


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


 






    3


     


    

 


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


 


“Initial Note
A-3 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-4 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 Interest Rate (as defined in the Mortgage Loan Documents).


 


“Intervening
Trust Vehicle” with respect to any Securitization Vehicle that is a CDO, shall mean a trust vehicle or entity which holds
any 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 Securitization of Note A-1 in a Securitization Trust to be designated by the Initial Note A-1 Holder.


 


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


 


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


 






    4


     


    

 


“Lead Securitization
Servicing Agreement” shall mean the pooling and servicing agreement to be entered into in connection with the Securitization
of Note A-1 and issuance of the GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2015-GS3,
by and among (a) the Depositor, (b) the Master Servicer, (c) the General Special Servicer, (d) the 540 West Madison Special
Servicer, (e) the Certificate Administrator, (f) the Trustee, (g) the Operating Advisor and (h) the Asset Representations Reviewer.
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.


 


“Lead Securitization
Subordinate Class Representative” shall mean the “Controlling Class Representative” as defined in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


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


 


“Major Decisions”
shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement; provided
that at any time that Note A-1 is not including in the Lead Securitization “Major Decision” shall mean:


 


(i)         
any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property)
of the ownership of the property or properties securing the Mortgage Loan if it comes into and continues in default;


 


(ii)         any
modification, consent to a modification or waiver of any monetary term (other than late fees and default interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of the Mortgage
Loan or any extension of the maturity date of the Mortgage Loan;


 


(iii)        following a default or an event of default with respect to the Mortgage Loan, any exercise of remedies, including the acceleration
of the Mortgage Loan or initiation of any proceedings, judicial or otherwise, under the related Mortgage Loan Documents;


 


(iv)        any sale of the Mortgage Loan (when it is a Defaulted Mortgage Loan) or REO Property for less than the applicable Purchase
Price (as defined in the Lead Securitization Servicing Agreement);


 


(v)         any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or
to otherwise address any Hazardous Materials (as defined in the Lead Securitization Servicing Agreement) located at a Mortgaged
Property or an REO Property;


 


(vi)       
any release of material collateral or any acceptance of substitute or additional collateral for the Mortgage Loan or any
consent to either of the


 






    5


     


    

 


foregoing,
other than if required pursuant to the specific terms of the related Mortgage Loan Documents and for which there is no
lender discretion;


 


(vii)      
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan
or any consent to such a waiver or consent to a transfer of a Mortgaged Property or interests in the borrower;


 


(viii)     
any incurrence of additional debt by a borrower or any mezzanine financing by any beneficial owner of a borrower (to the
extent that the lender has consent rights pursuant to the related Mortgage Loan Documents);


 


(ix)        
any material modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement
with any mezzanine lender or subordinate debt holder related to the Mortgage Loan, or any action to enforce rights (or decision
not to enforce rights) with respect thereto, or any material modification, waiver or amendment thereof;


 


(x)         
any property management company changes, including, without limitation, approval of the termination of a manager and appointment
of a new property manager or franchise changes (in each case, if the lender is required to consent or approve such changes under
the Mortgage Loan Documents);


 


(xi)       
releases of any material amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as performance
escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan Documents and for which
there is no lender discretion;


 


(xii)        any
acceptance of an assumption agreement releasing a borrower, guarantor or other obligor from liability under the Mortgage Loan
other than pursuant to the specific terms of such Mortgage Loan and for which there is no lender discretion;


 


(xiii)      
any determination of an Acceptable Insurance Default (as defined in the Lead Securitization Servicing Agreement);


 


(xiv)     
any determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer under the circumstances
described in paragraph (c) of the definition of “Specially Serviced Mortgage Loan” (as defined in the Lead Securitization
Servicing Agreement); or


 


(xv)      
any modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and
nondisturbance or attornment agreement in connection with any lease, at a Mortgaged Property if (a) the lease involves a ground
lease or lease of an outparcel or affects an area greater than or equal to the greater of (1) 30% of the net rentable area of
the improvements at the Mortgaged Property and (2) 30,000 square feet of the improvements at the Mortgaged Property and (b) either
approval of such transaction by the Master Servicer is not expressly permitted under the Lead


 






    6


     


    

 


Securitization Servicing Agreement
or the Mortgage Loan is a Specially Serviced Mortgage Loan.


 


“Master Servicer”
shall mean Midland Loan Services, a Division of PNC Bank, National Association or its successor in interest, or any successor Master
Servicer appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


“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 September 1, 2016, among the Mortgage Loan Borrower, as Borrower,
and Goldman Sachs Mortgage Company, as Lender, as may be 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.


 


“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 and securing the Mortgage Loan.


 


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


 


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


 


“Non-Controlling
Note Holder” means the Note A-2 Holder, the Note A-3 Holder or the Note A-4 Holder, as the case may be; provided
that at any time Note A-2, Note A-3 or Note A-4, as applicable, is included in a Securitization, references to the “Non-Controlling
Note Holder” herein shall mean the applicable Non-Lead Securitization Subordinate Class Representative or any other party
assigned the rights to exercise the rights of the applicable “Non-Controlling Note Holder” hereunder, as and to the
extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization
Note


 






    7


     


    

 


Holder (and the Master Servicer and the Special Servicer) has been given written notice; provided that if at any time 50%
or more of Note A-1 is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled
to exercise the rights of the Controlling Note Holder. The Lead Securitization Note Holder (or 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 the
“Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement and, (x) to the extent that
the related Non-Lead Securitization Servicing Agreement assigns such rights to more than one party or (y) to the extent Note A-2,
Note A-3 or Note A-4 is split into two or more New Notes pursuant to Section 32, for purposes of this Agreement, the related Non-Lead
Securitization Servicing Agreement or the holders of such New Notes shall designate one party to deal with 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 (and 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 related Non-Controlling Note Holder, as the Non-Controlling Note Holder for all purposes of this Agreement with
respect to Note A-2, Note A-3 or Note A-4, as applicable. As of the date hereof and until further notice from the applicable Non-Lead
Securitization Note Holder (or the related 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, the Initial Note A-3 Holder is the Non-Controlling Holder with
respect to Note A-3 and the Initial Note A-4 Holder is the Non-Controlling Holder with respect to Note A-4.


 


Prior to Securitization
of any Non-Lead Securitization Note (including any New Notes), all notices, reports, information or other deliverables required
to be delivered to the related Non-Lead Securitization Note Holder or the related Non-Controlling 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 related Non-Controlling Note Holder Representative and,
when so delivered to such Non-Controlling Note Holder Representative, 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 Securitization of any Non-Lead Securitization Note, all
notices, reports, information or other deliverables required to be delivered to the related Non-Lead Securitization Note Holder
or the related Non-Controlling 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 related
Non-Lead Master Servicer and the related 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 related 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.


 






    8


     


    

 


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


 


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


 


“Non-Lead Asset
Representations Reviewer” shall mean the “asset representations reviewer” or other analogous term under the
related Non-Lead Securitization Servicing Agreement.


 


“Non-Lead Depositor”
shall mean the Note A-2 Depositor, Note A-3 Depositor or Note A-4 Depositor, as the case may be.


 


“Non-Lead Master
Servicer” shall mean the Note A-2 Master Servicer, the Note A-3 Master Servicer or the Note A-4 Master
Servicer, as the case may be.


 


“Non-Lead Operating
Advisor” shall mean the Note A-2 Operating Advisor, the Note A-3 Operating Advisor or the Note A-4 Operating Advisor,
as the case may be.


 


“Non-Lead Securitization”
shall mean the Securitization of Note A-2, Note A-3 or Note A-4 in a Securitization Trust to be designated by the Initial Note
A-2 Holder, the Initial Note A-3 Holder or the Initial Note A-4 Holder, as the case may be.


 


“Non-Lead Securitization
Note” shall mean Note A-2, Note A-3 or Note A-4, as the case may be.


 


“Non-Lead Securitization
Note Holder” shall mean the holders of the Note A-2, Note A-3 or Note A-4, as the case may be.


 


“Non-Lead Securitization
Servicing Agreement” shall mean the Note A-2 Pooling and Servicing Agreement, the Note A-3 Pooling and Servicing Agreement
or the Note A-4 Pooling and Servicing Agreement, as the case may be.


 


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


 


“Non-Lead Securitization
Trust” shall mean each Securitization Trust into which a Non-Lead Securitization Note is deposited.


 


“Non-Lead Special
Servicer” shall mean the Note A-2 Special Servicer, the Note A-3 Special Servicer or the Note A-4 Special Servicer, as
the case may be.


 






    9


     


    

 


“Non-Lead Trustee”
shall mean the Note A-2 Trustee, the Note A-3 Trustee or the Note A-4 Trustee, as the case may be.


 


“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 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 received by the Note A-1 Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


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


 


“Note
A-2 Depositor” shall mean the depositor under the Note A-2 Pooling and Servicing
Agreement.


 


“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 Pooling and Servicing Agreement.


 


“Note A-2 Operating
Advisor” shall mean the operating advisor under the Note A-2 Pooling and Servicing Agreement.


 


“Note
A-2 Pooling and Servicing Agreement” shall mean the servicing agreement for
the Note A-2 Securitization.


 


“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 Schedule, less any payments of principal thereon received by the Note A-2 Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


“Note A-2 Securitization”
shall mean the Securitization of Note A-2 in a Securitization Trust to be designated by the Note A-2 Holder.


 


“Note A-2 Special
Servicer” shall mean the special servicer under the Note A-2 Pooling and Servicing Agreement.


 


“Note A-2 Trustee”
shall mean the trustee under the Note A-2 Pooling and Servicing Agreement.


 


“Note A-2 Securitization
Trust” shall mean the Securitization Trust formed pursuant to the Note A-2 Pooling and Servicing Agreement.


 


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


 






    10


     


    

 


“Note A-3 Depositor”
shall mean the depositor under the Note A-3 Pooling and Servicing Agreement.


 


“Note A-3 Holder”
shall mean the Initial Note A-3 Holder or any subsequent holder of Note A-3, as applicable.


 


“Note A-3 Master
Servicer” shall mean the master servicer under the Note A-3 Pooling and Servicing Agreement.


 


“Note A-3 Operating
Advisor” shall mean the operating advisor under the Note A-3 Pooling and Servicing Agreement.


 


“Note A-3 Pooling
and Servicing Agreement” shall mean the servicing agreement for the Note A-3 Securitization.


 


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


 


“Note A-3 Securitization”
shall mean the Securitization of Note A-3 in a Securitization Trust to be designated by the Note A-3 Holder.


 


“Note A-3 Special
Servicer” shall mean the special servicer under the Note A-3 Pooling and Servicing Agreement.


 


“Note A-3 Trustee”
shall mean the trustee under the Note A-3 Pooling and Servicing Agreement.


 


“Note A-3 Securitization
Trust” shall mean the Securitization Trust formed pursuant to the Note A-3 Pooling and Servicing Agreement.


 


“Note A-4”
shall have the meaning assigned to such term in the recitals.


 


“Note
A-4 Depositor” shall mean the depositor under the Note A-4 Pooling and Servicing
Agreement.


 


“Note A-4 Holder”
shall mean the Initial Note A-4 Holder or any subsequent holder of Note A-4, as applicable.


 


“Note A-4 Master
Servicer” shall mean the master servicer under the Note A-4 Pooling and Servicing Agreement.


 


“Note A-4 Operating
Advisor” shall mean the operating advisor under the Note A-4 Pooling and Servicing Agreement.


 


“Note
A-4 Pooling and Servicing Agreement” shall mean the servicing agreement for
the Note A-4 Securitization.


 






    11


     


    

 


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


 


“Note A-4 Securitization”
shall mean the Securitization of Note A-4 in a Securitization Trust to be designated by the Note A-4 Holder.


 


“Note A-4 Special
Servicer” shall mean the special servicer under the Note A-4 Pooling and Servicing Agreement.


 


“Note A-4 Trustee”
shall mean the trustee under the Note A-4 Pooling and Servicing Agreement.


 


“Note A-4 Securitization
Trust” shall mean the Securitization Trust formed pursuant to the Note A-4 Pooling and Servicing Agreement.


 


“Note Holders”
shall mean collectively, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder.


 


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


 


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


 


“Notes”
shall mean, collectively, Note A-1, Note A-2, Note A-3 and Note A-4.


 


“Operating Advisor”
shall mean Pentalpha Surveillance LLC or its successor in interest, or any successor Operating Advisor appointed as provided in
the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


“Percentage
Interest” shall mean, (a) with respect to the Note A-1 Holder, a fraction, expressed as a percentage, the numerator of
which is the Note A-1 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2
Principal Balance, the Note A-3 Principal Balance and the Note A-4 Principal Balance, (b) with respect to the Note A-2 Holder,
a fraction, expressed as a percentage, the numerator of which is the Note A-2 Principal Balance and the denominator of which is
the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance and the Note A-4 Principal
Balance, (c) with respect to the Note A-3 Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-3
Principal Balance and the denominator of


 






    12


     


    

 





which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the
Note A-3 Principal Balance and the Note A-4 Principal Balance and (d) with respect to the Note A-4 Holder, a fraction, expressed
as a percentage, the numerator of which is the Note A-4 Principal Balance and the denominator of which is the sum of the Note A-1
Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance and the Note A-4 Principal Balance.


 


“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 $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 (as defined below) by, under common Control with or that Controls either of the Initial Note Holders,
or


 


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


 


(c)            
one or more of the following:


 


(i)         
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)


 






    13


     


    

 





(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 a Securitization (it being understood that
with respect to any Rating Agency that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating
Agency Confirmation will not be required in connection with a transfer of such Note or any interest therein to such Securitization
Vehicle); (2) 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 acceptable to the Rating Agencies rating each Securitization (such entity,
an “Approved Servicer”) and such Approved Servicer is required to service and administer such Note or any interest
therein in accordance with servicing arrangements for the assets held by the Securitization Vehicle which require that such Approved
Servicer act in accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person;
or (3) in the case of a Securitization Vehicle that is a 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 (c)(i), (ii), (iii), (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


 






    14


     


    

 


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


 


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


 


“Qualified Trustee”
means any Person that is (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 and (ii) an institution whose long-term senior unsecured debt is rated at least
“A” (or its equivalent) by each of the applicable Rating Agencies.


 


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


 


“Rating Agency
Confirmation” shall mean prior to a Securitization with respect to any matter, confirmation in writing (which may be
in electronic form) by each applicable Rating Agency 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 certificates
(if then rated by the Rating Agency); provided that a written waiver or other acknowledgment from the 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 each Rating Agency with respect to such matter and after a Securitization, the meaning
given thereto or any analogous term in the Lead Securitization Servicing Agreement including any deemed Rating Agency Confirmation.


 


“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 Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each
case as effective from time to time as of the compliance dates specified therein.


 






    15


     


    

 





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


 


“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 is currently acting
as special servicer on a deal or transaction-level basis for all or a significant portion of the related mortgage loans in one
or more other commercial mortgage-backed securitizations, 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 transactions, (v)
in the case of DBRS, such special servicer is acting as special servicer for one or more loans included in a commercial mortgage
loan securitization that was rated by DBRS within the twelve (12) month period prior to the date of determination, and DBRS has
not cited servicing concerns of such special servicer as the sole or material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities
in a transaction serviced by such special servicer prior to the time of determination, and (vi)  in the case of KBRA, KBRA
has not cited servicing concerns of such special servicer as the sole or material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities
in a transaction serviced by such special servicer prior to the time of determination.


 


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


 


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


 


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


 


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


 


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


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which Note A-1, Note A-2, Note A-3 or Note
A-4 is held.


 


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


 






    16


     


    

 





“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.


 


“Special Servicer”
shall mean the General Special Servicer.


 


“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.


 


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


 


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


 


“Whole Loan
Custodial Account” shall mean the “Whole Loan Custodial Account” established for the Mortgage Loan pursuant
to the Lead Securitization Servicing Agreement.


 


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 pursuant to 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 any 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 advance delinquent
real estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and
enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement including
any provisions governing the determination of non-recoverability. Each Note Holder acknowledges that the other Note Holder may
elect, in its sole discretion, to include its Note in a Securitization and agrees that it


 






    17


     


    

 


will, subject to Section 26, 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, Operating Advisor, Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement
by the Depositor and the appointment of the initial Special Servicer by the Controlling Note Holder as may be replaced pursuant
to the terms of the Lead Securitization Servicing Agreement and agrees to reasonably cooperate with the Master Servicer and the
Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement.
Each Note Holder hereby irrevocably appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization
as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing
of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of 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 any Note Holder against any other Note Holder or limit the Servicer in
enforcing the rights of one Note Holder against any other Note Holder; however, this statement shall not be construed to otherwise
limit the rights of one Note Holder with respect to the other Note Holder. Each Servicer shall be required pursuant to the Lead
Securitization Servicing Agreement to service the Mortgage Loan in accordance with the Servicing Standard, 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, however, that if any Non-Lead Securitization Note is in a Securitization, then a written confirmation shall
have been obtained from each Rating Agency that the appointment of the servicer(s) pursuant to such servicing agreement would not,
in and of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the securities issued
in connection with such Securitization; provided, further, however, 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 was still in full force and effect with respect to the Mortgage
Loan, by the Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Note Holder that is a qualified
servicer meeting the requirements of the Lead Securitization Servicing Agreement, but with the obligation of such Servicer to make
any P&I Advances in respect of the Mortgage Loan being deemed inoperative.


 


(b)         
The Master Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the
extent provided in the Lead Securitization Servicing Agreement) (i) shall be required to make Property Advances with respect to
the Mortgage Loan, subject to the terms of the Lead Securitization Servicing Agreement and this


 






    18


     


    

 


Agreement, and (ii) may be required
to make P&I Advances on the Lead Securitization Note, if and to the extent provided in the Lead Securitization Servicing Agreement
and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to reimbursement
for a Property Advance, first from funds on deposit in the Whole Loan Custodial 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 Property
Advances, if such funds on deposit in the Whole Loan Custodial Account are insufficient, from general collections of the Lead Securitization
as provided in the Lead Securitization Servicing Agreement and from general collections of any Non-Lead Securitization as provided
below. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to reimbursement for Advance
Interest Amounts on a Property Advance or a Nonrecoverable Property Advance, in the manner and from the sources provided in the
Lead Securitization Servicing Agreement, including from general collections of the Lead Securitization and, in the case of Property
Advances, from general collections of any Non-Lead Securitization as provided below. To the extent the Master Servicer, the Special
Servicer or the Trustee, as applicable, obtains funds from general collections of the Lead Securitization as a reimbursement for
a Nonrecoverable Property Advance or any Advance Interest Amounts on a Property Advance or a Nonrecoverable Property Advance, any
Non-Lead Securitization Note Holder (including from general collections or any other amounts from any Non-Lead Securitization Trust)
shall be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization for its pro rata
share of such Nonrecoverable Property Advance or Advance Interest Amounts.


 


In addition, any Non-Lead
Securitization Note Holder (including, but not limited to, any Non-Lead Securitization Trust) shall be required to, promptly following
notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization for such Non-Lead Securitization
Note Holder’s pro rata share of any Additional Trust Fund Expenses with respect to the Mortgage Loan and the Mortgaged
Property, any other 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 or the Depositor,
as applicable, is entitled to be reimbursed pursuant to the Lead Securitization Servicing Agreement and any costs, fees and expenses
related to obtaining any Rating Agency Confirmation, to the extent amounts on deposit in the Whole Loan Custodial Account that
are allocated to such Non-Lead Securitization Note are insufficient for reimbursement of such amounts. Each Non-Lead Securitization
Holder agrees to indemnify (i) (as and to the same extent the Lead Securitization Trust is required to indemnify each of the following
parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of Lead Securitization Servicing
Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
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) and (ii) the Lead Securitization
Trust (such parties in clause (i) and the Lead Securitization Trust, collectively, the “Indemnified Parties”)
against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with the servicing and administration of the Mortgage Loan and the Mortgaged Property
(or, with respect to the Operating Advisor, incurred in connection with the provision of services for the Mortgage Loan) under
the Lead Securitization


 






    19


     


    

 


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 Whole Loan Custodial Account that are allocated
to the related Non-Lead Securitization Note are insufficient for reimbursement of such amounts, such 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, (including, if such Non-Lead Securitization
Note has been included in a Non-Lead Securitization, from general collections or any other amounts from the related Non-Lead Securitization
Trust).


 


Each Non-Lead Master
Servicer may be required to make P&I Advances on the related Non-Lead Securitization Note, from time to time, subject to the
terms of the respective Non-Lead Securitization Servicing Agreement, the Lead Securitization Servicing Agreement and this Agreement.
The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determination
with respect to a P&I Advance to be made on the Lead Securitization Note based on the information that they have on hand and
in accordance with the Lead Securitization Servicing Agreement. Each Non-Lead Master Servicer, each Non-Lead Special Servicer and
each Non-Lead Trustee, as applicable, shall be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the related Non-Lead Securitization Note based on the information that they have on hand and in accordance
with the related Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and each Non-Lead
Master Servicer or each Non-Lead Trustee shall be required to notify the other of the amount of its P&I Advance within two
business days of making such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect
to the Lead Securitization Note) or a Non-Lead Master Servicer, a Non-Lead Special Servicer or a Non-Lead Trustee, as applicable
(with respect to a Non-Lead Securitization Note), determines that a proposed P&I Advance, if made, would be non-recoverable
or an outstanding P&I Advance is or would be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee,
as applicable, subsequently determines that a proposed Property Advance would be non-recoverable or an outstanding Property 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 a Non-Lead
Master Servicer or a Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the case of the
a determination of non-recoverability by a Non-Lead Master Servicer, a Non-Lead Special Servicer or a Non-Lead Trustee) shall notify
the Master Servicer and the Trustee, or the related Non-Lead Master Servicer and the related Non-Lead Trustee, as the case may
be, of the other Securitization within two business days of making such determination. Each of the Master Servicer, the Trustee,
each Non-Lead Master Servicer and each Non-Lead Trustee, as applicable, will only be entitled to reimbursement for a P&I Advance
and advance interest thereon that becomes non-recoverable first from the Whole Loan Custodial 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 a Non-Lead Securitization Note, from general collections of the related Securitization Trust, as and to
the extent provided in the related Non-Lead Securitization Servicing Agreement.


 






    20


     


    

 


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


 


(i)         
the related Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Property Advances
(and advance interest thereon) and any Additional Trust Fund Expenses, but only to the extent that they relate to servicing and
administration of the Notes and the Mortgaged Property, 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 Property Advances or Additional Trust Fund Expenses, (A) the related Non-Lead Master Servicer
will be required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, or the Lead Securitization Trust, as applicable, out of general
funds in the collection account (or equivalent account) established under the related Non-Lead Securitization Servicing Agreement
for such Non-Lead Securitization Note Holder’s pro rata share of any such Nonrecoverable Property Advances (together
with advance interest thereon) and/or Additional Trust Fund Expenses (including compensation due to the Master Servicer and the
Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property), and
(B) 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 account, then the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as applicable, may do so, and the related Non-Lead Master Servicer will
be required to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse the Lead Securitization
Trust out of general funds in the collection account (or equivalent account) established under the related Non-Lead Securitization
Servicing Agreement for such Non-Lead Securitization Note Holder’s pro rata share of any such Nonrecoverabale Property
Advances (together with advance interest thereon) and/or Additional Trust Fund Expenses (including compensation due to the Master
Servicer and the Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged
Property);


 


(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 and, in the case of the Lead Securitization Trust, to the extent of any Additional
Trust Fund Expenses with respect to the Mortgage Loan) by the related Non-Lead Securitization Trust, 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 Whole
Loan Custodial Account that are allocated to the related Non-Lead Securitization Note are insufficient for reimbursement of such
amounts, the related Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties for the
related Non-Lead Securitization Note’s pro rata share of the insufficiency out of general funds in the collection
account (or equivalent account) established under the related Non-Lead Securitization Servicing Agreement;


 






    21


     


    

 


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


 


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


 


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


 


Section 3.            
Priority of Payments. 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 Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under
any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance
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), but excluding (x) all amounts
for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of 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 Property Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization
Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I
Advances previously made (and interest thereon) on the Lead Securitization Note, (ii) any Servicing Fees due to the Master Servicer
in excess of any Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at
the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer
(or the Trustee as successor to the Servicer), with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing
Agreement (including without limitation, any Additional Trust Fund Expenses relating to the Mortgage Loan (but subject to second
paragraph of Section 5(d) hereof) and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent
provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees
and any other additional compensation payable pursuant to the Lead


 






    22


     


    

 


Securitization Servicing Agreement), shall be applied by the
Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis.


 


For clarification purposes,
Penalty Charges (as defined in the Lead Securitization Servicing Agreement) 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 Property Advances and reimbursement of any Property 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 related Non-Lead Master Servicer or the related 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 related 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 Trust
Fund Expenses (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 any Non-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.


 


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 any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the
Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve,
the 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, 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


 






    23


     


    

 


no Non-Lead
Securitization Note Holder shall have any voting, consent or other rights whatsoever except as explicitly set forth herein with
respect to the Lead Securitization Note Holder’s administration of, or exercise of its rights and remedies with respect to,
the Mortgage Loan. Subject to this Agreement and the Lead Securitization Servicing Agreement, each Non-Lead Securitization Note
Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder)
the rights, if any, that such Note Holder has to, (i) call or cause the Lead Securitization Note Holder to call an Event of
Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower,
including, without limitation, filing or causing the Lead Securitization Note Holder to file any bankruptcy petition against the
Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting
on behalf of the Lead Securitization Note Holder) shall not have any fiduciary duty to any Non-Lead Securitization Note Holder
in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder
from the obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing Standard (in
the case of the Master Servicer or the Special Servicer) or any liability for failure to do so).


 


Upon the Mortgage Loan
becoming a Defaulted Mortgage Loan, each Non-Lead Securitization Note Holder hereby acknowledges the right and obligation of the
Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) to sell each
Non-Lead Securitization Note together with the Lead Securitization Note as notes evidencing one whole loan in accordance with the
terms of the Lead Securitization Servicing Agreement. In connection with any such sale, the Special Servicer shall be required
to sell each Non-Lead Securitization Note together with the Lead Securitization Note in the manner set forth in the Lead Securitization
Agreement. 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 if it becomes a Defaulted Mortgage Loan without
the written consent of each Non-Controlling Note Holder ( provided that such consent is not required if such Non-Controlling Note
Holder is the Mortgage Loan Borrower or an affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered to
the Non-Controlling Note Holder: (a) at least 15 Business Days’ prior written notice of any decision to attempt to sell the
Mortgage Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments
to such bid packages) received by the Special Servicer in connection with any such proposed sale, (c) at least 10 days prior to
the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicing File reasonably
requested by such Non-Controlling Note Holder that are material to the price of the Mortgage Loan and (d) until the sale is completed,
and a reasonable period of time (but no less time than is afforded to the other offerors and the Lead Securitization Subordinate
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 and Servicer in connection with the proposed sale; provided, that each Non-Controlling
Note Holder may waive any of the delivery or timing requirements set forth in this sentence. Subject to the terms of the Lead Securitization
Servicing Agreement, each of the Controlling Note Holder, the Controlling Note Holder Representative, each Non-Controlling Note
Holder and each Non-Controlling Note Holder Representative shall be


 






    24


     


    

 


permitted to bid at any sale of the Mortgage Loan unless such
Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 


Each Non-Lead Securitization
Note Holder hereby appoints the Lead Securitization Note Holder as its agent, and grants to the Lead Securitization Note Holder
an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for
and consummating the sale of the related Non-Lead Securitization Note. Each 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 related Non-Lead Securitization Note, endorsed in blank, to or at the direction of the
Lead Securitization Note Holder in connection with the consummation of any such sale.


 


The authority of the
Lead Securitization Note Holder to sell a Non-Lead Securitization Note, and the obligations of the related Non-Lead Securitization
Note Holder to execute and deliver instruments or deliver the related Non-Lead Securitization Note upon request of the Lead Securitization
Note Holder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which Lead Securitization
Note is repurchased by the Initial Note A-1 Holder from the trust fund established under the Lead Securitization Agreement in connection
with a material breach of representation or warranty made by Initial Note A-1 Holder with respect to Lead Securitization Note or
material document defect with respect to the documents delivered by Initial Note A-1 Holder with respect to Lead Securitization
Note upon the consummation of the Lead Securitization. The preceding sentence shall not be construed to grant to any Non-Lead Securitization
Note Holder the benefit of any representation or warranty made by Initial Note A-1 Holder or any document delivery obligation
imposed on Initial Note A-1 Holder under any mortgage loan purchase and sale agreement, instrument of transfer or other document
or instrument that may be executed or delivered by Initial Note A-1 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 both Note Holders as a collective whole. 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 and/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 adversely affect any Non-Lead
Securitization Note Holder in


 






    25


     


    

 


its capacity as Non-Lead Securitization Note Holder. Each Non-Lead Securitization Note Holder (unless
it is the same Person as or an Affiliate of the Mortgage Loan Borrower) shall be a third-party beneficiary to the Lead Securitization
Servicing Agreement with respect to their rights as specifically provided for therein.


 


(c)         
The Controlling Note Holder (or its Controlling Note Holder Representative) shall have, with respect to the Mortgage Loan,
all of the same rights and powers of the Lead Securitization Subordinate Class Representative under the Lead Securitization Servicing
Agreement with respect to the other mortgage loans included in the Lead Securitization, without limitation, the right to consent
and/or consult regarding Major Decisions and other servicing matters, the right to advise (1) the Special Servicer with respect
to all Specially Serviced Loans and (2) the Special Servicer with respect to non-Specially Serviced Loans as to all matters for
which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and the right to direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Lead Securitization Subordinate
Class Representative may deem advisable or as to which provision is otherwise made therein, in each case subject to the terms and
conditions of the Lead Securitization Servicing Agreement (including the Servicing Standard).


 


(d)         
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 Subordinate Class Representative pursuant to the Lead Securitization Servicing Agreement with respect to
any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage
Loan, to each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative), within the same time frame it is
required to provide to the Lead Securitization Subordinate Class Representative (for this purpose, without regard to whether such
items are actually required to be provided to the Lead Securitization Subordinate Class Representative under the Lead Securitization
Servicing Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) to consult
with each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) on a strictly non-binding basis, to the
extent having received such notices, information and reports, such Non-Controlling Note Holder (or its Non-Controlling Note Holder
Representative) requests consultation with respect to any such Major Decisions or the implementation of any recommended actions
outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by each Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative); provided that after the expiration of a period of ten (10)
Business Days from the delivery to each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) by the
Lead Securitization Note Holder of written notice of a proposed action, together with copies of the notice, information and report
required to be provided to the Lead Securitization Subordinate 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-Controlling
Note Holder (or its Non-Controlling Note Holder Representative), whether or not such Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) has responded within such ten (10) Business Day period (unless, the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) proposes a new


 






    26


     


    

 


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 each Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization
Note Holder (or Servicer or Special Servicer, acting on its behalf) may make any Major Decision or take any action set forth in
the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Lead Securitization Note
Holder (or 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 Servicer or Special Servicer,
acting on its behalf) be obligated at any time to follow or take any alternative actions recommended by each Non-Controlling Note
Holder (or its Non-Controlling Note Holder Representative).


 


In addition to the consultation
rights of each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) provided in the immediately preceding
paragraph, each Non-Controlling Note Holder shall have the right to attend annual meetings (either telephonically or in person,
in the discretion of the Servicer) with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) at the offices of the Master Servicer or the Special Servicer, as applicable, 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.


 


(e)         
If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within
the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the
Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired
by or on behalf of the Note Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure
of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of
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, in the event that 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


 






    27


     


    

 


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


 


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


 


(b)         
Neither the Controlling Note Holder Representative nor the Controlling Note Holder will have any liability to the other
Note Holders or any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent
or the failure to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment,
absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The Note Holders
agree that the Controlling Note Holder Representative and the Controlling Note Holder (whether acting in place of the


 






    28


     


    

 


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


 


(c)         
Each Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the Mortgage Loan (each, a “Non-Controlling Note Holder Representative”).
All of the provisions relating to Controlling Note Holder and the Controlling Note Holder Representative set forth in Section 6(a)
(except those contained in the last sentence thereof) and Section 6(b) shall apply to each Non-Controlling Note Holder and its
Non-Controlling Note Holder Representative mutatis mutandis. The Non-Controlling Note Holder Representative, with respect
to Note A-2, Note A-3 and Note A-4, as of the date of this Agreement and until the Lead Securitization Note Holder (and the Master
Servicer and the Special Servicer) is notified otherwise, shall be the Initial Note A-2 Holder, the Initial Note A-3 Holder and
the Initial Note A-4 Holder, respectively.


 


Section 7.            
Appointment of Special Servicer. The Controlling Note Holder (or its Controlling Note Holder Representative) shall
have the right at any time and from time to time, subject to the terms of the Lead Securitization Servicing Agreement, 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 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,
if required by the terms of the Lead Securitization Servicing Agreement), if any. The Controlling Note Holder shall be solely responsible
for any expenses incurred in connection with any such replacement without cause. The Controlling Note Holder shall notify the other
parties hereto of its termination of the then currently serving Special Servicer and its appointment of a replacement Special Servicer
in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special Servicer with respect to the Mortgage
Loan as of the consummation of the securitization under the Lead Securitization Servicing Agreement, then the initial Special Servicer
designated in the Lead Securitization Servicing Agreement shall serve as the initial Special Servicer but this shall not limit
the right of the Controlling Note Holder (or its


 






    29


     


    

 





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
any Non-Controlling Note Holder, such 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 (or at any time that the Mortgage Loan is no longer subject to the provisions
of the Lead Securitization Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage Loan is being
serviced) solely with respect to the Mortgage Loan pursuant to and in accordance with the terms of 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,
the successor servicing agreement pursuant to which the Mortgage Loan is being serviced). The Controlling Note Holder and each
Non-Controlling Note Holder acknowledge and agree that any successor special servicer appointed to replace the Special Servicer
with respect to the Mortgage Loan that was terminated for cause at the Non-Controlling 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. In connection with such termination and appointment, the related Non-Controlling Note Holder 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.


 






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, will deposit or cause to be deposited all payments allocable to the Notes to the
Whole Loan Custodial Account pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization
Note Holder (or the Master Servicer acting on its behalf) shall deposit such amounts to the applicable account within two Business
Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting
on its behalf) from or on behalf of the Mortgage Loan Borrower.


 


(b)         
If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount
received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or
similar law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, any 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 Holders will 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 Holders, 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.


 






    30


     


    

 





(c)            
If, for any reason, the Lead Securitization Note Holder makes any payment to a Non-Lead Securitization Note Holder before
the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note
Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within
five (5) Business Days of its payment to 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 a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against
any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note
Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.


 


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


 


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


 


Section
10.          Bankruptcy. Subject to Section
5(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 Holders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application
or take any other action in any case by or


 






    31


     


    

 


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 any 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 Note Holders
hereby agree that, upon the request of the Lead Securitization Note Holder, each Non-Lead Securitization Note Holder shall execute,
acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as
the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment
and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance
with the Servicing Standard.


 


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


 


Section
12.          No Creation of a Partnership
or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute
the relationship created hereby between the Note Holders as a partnership, association, joint venture or other entity. Neither
Note Holder shall have any obligation whatsoever to offer to the other Note Holder the opportunity to purchase a participation
interest in any future loans originated by such Note Holder or its Affiliates and if either Note Holder chooses to offer to the
other Note Holder the opportunity to purchase a participation interest in any future mortgage loans originated by such Note Holder
or its Affiliates, such offer shall be at such purchase price and interest rate as such Note Holder chooses, in its sole and absolute
discretion. Neither Note


 






    32


     


    

 


Holder
shall have any obligation whatsoever to purchase from the other Note Holder a participation interest in any future loans originated
by such Note Holder or its Affiliates.


 


Section
13.          Other Business Activities of
the Note Holders. Each Note Holder acknowledges that the other Note 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)            
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 to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to
comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and
assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion
thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain consent of the non-transferring Note
Holder and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, a confirmation in writing from
each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of
the securities issued pursuant to the related Securitization. Notwithstanding the foregoing, without the non-transferring Note
Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note
is held in a Securitization Trust, without a confirmation in writing from each Rating Agency that such Transfer will not result
in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization,
no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower
or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in
the purported transferee. The transferring Note Holder agrees that it will pay the expenses of the non-transferring Note Holder
(including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to the confirmation
from the Rating Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the
right, without the need to obtain the consent of the other Note Holder, the Rating Agencies or any other Person, to Transfer 49%
or less (in the aggregate) of its Note or any beneficial interest in its Note. None of the provisions of this Section 14(a) shall
apply in the case of (1) a sale of Note A-1 together with Note A-2, Note A-3 and Note A-4 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


 






    33


     


    

 


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.


 


For
the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage
any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade
or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination,
or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only)
be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise
engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise
engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation
pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to
review or otherwise engage in such prior request.


 


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


 


(c)            
Notwithstanding any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any
entity (other than the Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder
and that is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least
“A” (or the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions
set forth in this Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder or
any person which Controls such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify as
a “Pledge” hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender may not take
title to the pledged Note without a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to each other
Note Holder and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee),
such other Note Holder agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written
notice of any default by the pledging Note Holder in respect of its obligations under this Agreement of which default such Note
Holder has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging
Note Holder in respect of its obligations to such 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


 






    34


     


    

 


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 such other Note Holder and any Servicer by such Note Pledgee that the pledging Note Holder is in default,
beyond any applicable cure periods, under the pledging Note Holder’s obligations to such Note Pledgee pursuant to the applicable
credit agreement between the pledging Note Holder and such Note Pledgee (which notice need not be joined in or confirmed by the
pledging Note Holder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be
entitled to receive any payments that any Note Holder or Servicer would otherwise be obligated to pay to the pledging Note Holder
from time to time pursuant to this Agreement or the Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally
and absolutely releases the other Note Holder 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. Note Pledgee shall be permitted to exercise fully its rights and remedies against
the pledging Note Holder to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance
with applicable law and this Agreement. In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and
any transferee other than the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at
any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns,
as the successor to the pledging Note Holder’s rights, remedies and obligations under this Agreement, and any such Note
Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Note Holder hereunder accruing
from and after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound by the
terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 14(c) shall remain effective as to
any Note Holder (and any Servicer) unless and until such Note Pledgee shall have notified any such Note Holder (and any Servicer,
as applicable) in writing that its interest in the pledged Note has terminated.


 


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


 


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


 


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


 


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


 



    35


     


    

 





                                   (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 any Note
of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in this Section 15,
shall be registered in the Note Register. The Person in whose name a Note Holder is so registered shall be deemed and treated
as the sole owner and holder thereof for all purposes of this Agreement. Upon request of a Note Holder, the Agent shall provide
such party with the names and addresses of the other Note 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 any Note in violation of the provisions of Section 14 and this Section 15. Any
such purported transfer shall be absolutely null and void and shall vest no rights in the purported transferee. Each Note Holder
desiring to effect such transfer shall, and does hereby agree to, indemnify the Agent and the other Note Holder 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


 






    36


     


    

 


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 the Note A-1 Holder, the Note A-2
Holder, the Note A-3 Holder and the Note A-4 Holder. Additionally, for as long as any Note is contained in a Securitization Trust,
the Note Holders shall not amend or modify this Agreement without first receiving a written confirmation from each Rating Agency
that such amendment or modification will not result in a qualification, withdrawal or downgrade of its then current ratings of
the securities issued in connection with a Securitization; provided that no such confirmation from the Rating Agencies
shall be required in connection with a modification or amendment (i) to cure any ambiguity, to correct or supplement any provisions
herein that may be defective or inconsistent with any other provisions herein or with the Lead Securitization Servicing Agreement,
(ii) entered into pursuant to Section 32 of this Agreement or (iii) to correct


 






    37


     


    

 


or
supplement any provision herein that may be defective or inconsistent with any other 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, Special Servicer, each Non-Lead Master Servicer, each Non-Lead Special Servicer, each 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 any Non-Lead Securitization Note Holder with respect to the Mortgage Loan
as a result of such Non-Lead Securitization Note Holder constituting a Non-Exempt Person, the Lead Securitization Note Holder,
in its capacity as servicer, shall be entitled to do so with respect to such Non-Lead Securitization Note Holder’s interest
in such payment (all withheld amounts being deemed paid to such Note Holder), provided that the Lead Securitization Note
Holder shall furnish such Non-Lead Securitization Note Holder with a statement setting forth the amount of Taxes withheld, the
applicable rate and other information which may reasonably be requested for purposes of assisting such Note Holder to seek any
allowable credits or deductions for the Taxes so withheld in each jurisdiction in which such Note Holder is subject to tax.


 






    38


     


    

  


 


(b)           
Each Non-Lead Securitization Note Holder shall and hereby agrees to indemnify the Lead Securitization Note Holder against
and hold the Lead Securitization Note Holder harmless from and against any Taxes, interest, penalties and attorneys’ fees
and disbursements arising or resulting from any failure of the Lead Securitization Note Holder to withhold Taxes from payment
made to such Non-Lead Securitization Note Holder in reliance upon any representation, certificate, statement, document or instrument
made or provided by such Non-Lead Securitization Note Holder to the Lead Securitization Note Holder in connection with the obligation
of the Lead Securitization Note Holder to withhold Taxes from payments made to such Non-Lead Securitization Note Holder, it being
expressly understood and agreed that (i) the Lead Securitization Note Holder shall be absolutely and unconditionally entitled
to accept any such representation, certificate, statement, document or instrument as being true and correct in all respects and
to fully rely thereon without any obligation or responsibility to investigate or to make any inquiries with respect to the accuracy,
veracity, correctness or validity of the same and (ii) each 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)            
Each Non-Lead Securitization Note Holder represents to the Lead Securitization Note Holder (for the benefit of the Mortgage
Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower
is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant
to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of
this Agreement, each Non-Lead Securitization Note Holder shall deliver to the Lead Securitization Note Holder or Servicer, as
applicable, evidence satisfactory to the Lead Securitization Note Holder substantiating that such Note Holder is not a Non-Exempt
Person and that the Lead Securitization Note Holder is not obligated under applicable law to withhold Taxes on sums paid to it
with respect to the Mortgage Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if
a Non-Lead Securitization Note Holder is created or organized under the laws of the United States, any state thereof or the District
of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder
an Internal Revenue Service Form W-9 and (ii) if a Non-Lead Securitization Note Holder is not created or organized under
the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts
by the Mortgage Loan Borrower is treated for United States income tax purposes as derived in whole or part from sources within
the United States, such Note Holder shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization
Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms,
as may be required from time to time, duly executed by such Note Holder, as evidence of such Note Holder’s exemption from
the withholding of United States tax with respect thereto. The Lead Securitization Note Holder shall not be obligated to make
any payment hereunder with respect to any Non-Lead Securitization Note or otherwise until the related Non-Lead Securitization
Note Holder shall have furnished to the Lead Securitization Note Holder requested forms, certificates, statements or documents.


 






    39


     


    

 





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


 


Section
26.          Cooperation in Securitization.


 


(a)            
Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization.
In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization
Note Holder, each Non-Lead Securitization Note Holder shall use reasonable efforts, at Lead Securitization Note Holder’s
expense, to satisfy, and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower
to satisfy, the market standards to which the Lead Securitization Note Holder customarily adheres or which may be reasonably required
in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to,
as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization
Note Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in
any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however,
that either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, no Non-Lead
Securitization Note Holder shall be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such
modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable
to, or the amount of any payments due to or priority of such payments to, such Non-Lead Securitization Note Holder or (ii) materially
increase such Non-Lead Securitization Note Holders’ obligations or materially decrease such Non-Lead Securitization Note
Holders’ rights, remedies or protections. In connection with the Lead Securitization, each Non-Lead Securitization Note
Holder agrees to provide for inclusion in any disclosure document relating to the Lead Securitization such information concerning
the related Non-Lead Securitization Note Holder and the related Non-Lead Securitization Note as the Lead Securitization Note Holder
reasonably determines to be necessary or appropriate, and each Non-Lead Securitization Note Holder covenants and agrees that it
shall, at the Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and
Lead Securitization Note Holder in connection with the Lead Securitization (including, without limitation, reasonably cooperating
with the Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the
Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities
law opinions) in connection with the Mortgage Loan and the Lead Securitization), as well as in connection with all other matters
and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information
relating to the related Non-Lead Securitization Note Holder and the related Non-Lead Securitization Note in any Securitization
document. Each Non-Lead Securitization Note Holder acknowledges that the information provided by it to the Lead Securitization
Note Holder may be incorporated into the offering documents for the Lead Securitization. The Lead Securitization Note Holder and
each


 






    40


     


    

 


Rating
Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Lead Securitization Note Holder. The
Lead Securitization Note Holder will reasonably cooperate with each Non-Lead Securitization Note Holder by providing all information
reasonably requested that is in the Lead Securitization Note Holder’s possession in connection with each Non-Lead Securitization
Note Holders’ preparation of disclosure materials in connection with a Securitization.


 


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


 


(c)            
If a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization
Servicing Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate at the
Non-Lead Securitization Note Holder’s expense with such Non-Lead Asset Representations Reviewer in connection with such
Asset Review by providing such Non-Lead Asset Representations Reviewer with any documents reasonably requested by such Non-Lead
Asset Representations Reviewer, but only to the extent that such documents are in the possession of the Master Servicer, the Special
Servicer, the Trustee or the Custodian, as the case may be, and are not in the possession of the Non-Lead Asset Representations
Reviewer (and the Non-Lead Asset Representations Reviewer has informed such party that it has first requested, and not received,
the documents from the master servicer, special servicer and custodian for the applicable Non-Lead Securitization).


 


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), (iii) with respect to any addressee of any party to which an electronic email address is set forth on Exhibit B
hereto, sent by electronic mail containing language requesting the recipient to confirm receipt thereof or (iv) certified United
States mail, postage prepaid return receipt requested, and addressed to the respective parties at their addresses set forth on
Exhibit B hereto, or at such other address as any party shall hereafter inform the other party by written notice given
as aforesaid. All written notices so given shall be deemed effective upon receipt.


 


Section
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;


 






    41


     


    

  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
32.          Resizing. Notwithstanding
any other provision of this Agreement, for so long as GSMC or an affiliate thereof (a “GSMC Entity”) is the
owner of a Non-Lead Securitization Note (the “Owned Note”), such GSMC 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 such Owned Note to such New Notes; or severing
such Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding
principal balance of such Owned Note provided that (i) the aggregate principal balance of all


 






    42


     


    

 


outstanding
New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii)
all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 GSMC 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 GSMC Entity holding the New Notes (and any subsequent holder of such Notes) shall
execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing
reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note
may be modified or amended without the consent of its holder and the consent of the 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 GSMC 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]





 






    43


     


    

 


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


 





	 	GOLDMAN SACHS MORTGAGE COMPANY, a New York
    limited partnership, as Initial Note A-1 Holder
	 	 	 
	 	By:	/s/ Michael
    Barbieri
	 	 	Name: Michael Barbieri
	 	 	Title: Authorized Representative
	 	 	 
	 	GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership,
    as Initial Note A-2 Holder
	 	 	 
	 	By:	/s/ Michael
    Barbieri
	 	 	Name: Michael Barbieri
	 	 	Title: Authorized Representative
	 	 	 
	 	GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership,
    as Initial Note A-3 Holder
	 	 	 
	 	By:	/s/ Michael
    Barbieri
	 	 	Name: Michael Barbieri
	 	 	Title:Authorized Representative
	 	 	 
	 	GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership,
    as Initial Note A-4 Holder
	 	 	 
	 	By:	/s/ Michael
    Barbieri
	 	 	Name: Michael Barbieri
	 	 	Title: Authorized Representative




 

U.S. INDUSTRIAL PORTFOLIO CO-LENDER AGREEMENT


 









    


     

    









 


EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


Description
of Mortgage Loan


 


	Mortgage
    Loan Borrower:	
 UB
(HANNIBAL), LLC

         UB
        (TA - SACRAMENTO), LLC

         UB
        (TA - ARVADA), LLC

         UB
        (BUILDERS FIRST SOURCE), LLC

         UB
        (TA - PENSACOLA), LLC

         UB
        (TA - TALLAHASSEE), LLC

         UB
        (T A - SAVANNAH), LLC

         UB
        (JADE - ILLINOIS), LLC

         UB
        (SET - NORTH VERNON), LLC

         UB
        (MVP - MAYFIELD), LLC

         UB
        (PARAGON TECH), LLC

         UB
        (PROGRESSIVE METAL), LLC

         UB
        (SET - NEW BOSTON), LLC

         UB
        (HOVER - DAVIS), LLC

         UB
        (BANNER SERVICES), LLC

         UB
        (JADE - OHIO), LLC

         UB
        (EASLEY CUSTOM PLASTICS), LLC

         UB
        (MVP - CHARLESTON), LLC

         UB
        (TEXAS DIE CASTING), LLC

         UB
        (TA - CORPUS CHRISTI), LLC

         UB
        II (NEW WIN CUP- AZ), LLC

         UB
        II (SANTE FE), LLC

         UB
        II (NEW WIN CUP- GA), LLC

         UB
        II (PLAID - DECATUR), LLC

         UB
        II (PLAID - NORCROSS), LLC

         UB
        II (SITEL), LLC

         UB
        II (WFC), LLC

         UB
        II (UP - ARMORY), LLC

         UB
        II (UP -166TH ST.), LLC

         UB
        II (NORTHWEST MAILING), LLC

         UB
        II (AINSLIE), LLC

         UB
        II (LYONS), LLC

         UB
        II (ANGSTROM), LLC

         UB
        II (M.P. PUMPS), LLC

         UB
        II (PTI), LLC

         UB
        II (MICROFINISH), LLC

         UB
        II (ARAMSCO), LLC

         UB
        II (ORACLE), LLC

         UB
        II (FITZ), LLC

        




 


 



    A-1


     

    




 


	Date
    of Mortgage Loan:	September
    1, 2016
	Date
    of Notes:	As
    of September 1, 2016

    (effective as of September 22, 2016)
	Original
    Principal Amount of Mortgage Loan:	$307,640,000
	Principal
    Amount of Mortgage Loan as of the Cut-off Date under the Lead Securitization Servicing Agreement:	$85,000,000
	Initial
    Note A-1 Principal Balance:	$85,000,000
	Initial
    Note A-2 Principal Balance:	$75,000,000
	Initial
    Note A-3 Principal Balance:	$75,000,000
	Initial
    Note A-4 Principal Balance:	$72,640,000
	Location
    of Mortgaged Property:	Various,
    United States
	Initial
    Maturity Date:	September
    4, 2026





 






    A-2


     

    

 


EXHIBIT
B


 


1.     Initial
Note A-1 Holder:


 


(Prior
to Securitization of Note A-1):


 


Goldman
Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Fax number: (212) 428-1439





Email:
leah.nivison@gs.com


 


with
a copy to:


 


Goldman
Sachs Mortgage Company





 


200
West Street

New York, New York 10282

Attention: Peter Morreale

Fax number: (212) 902-3000


Email:
peter.morreale@gs.com


 


with
a copy to:


 


Goldman
Sachs Mortgage Company

6011 Connection Drive, Suite 550

Irving, Texas 75039

Attention: Joe Osborne

Fax number: (212) 291-5318


Email:
joe.osborne@gs.com


 






    B-1


     

    

 


(Following
Securitization of Note A-1):


 


(i)           
Depositor:


 


GS
Mortgage Securities Corporation II





200
West Street





New
York, New York 10282





Attention:
Leah Nivison





Facsimile
number: (212) 428-1439





Email:
leah.nivison@gs.com


 


with
copies to:


 


Peter
Morreale





Facsimile
number: (212) 902-3000





Email:
peter.morreale@gs.com


 


and


 


Joe
Osborne





Facsimile
number: (212) 291-5318





Email:
joe.osborne@gs.com


 


(ii)          Master
Servicer:


 


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





10851
Mastin Street, Suite 700





Overland
Park, Kansas 66210





Attention:
Executive Vice President – Division Head

Facsimile number: (888) 706-3565

Email: NoticeAdmin@midlandls.com


 


with
a copy to:


 


Stinson
Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Fax number: (816) 412-9338


 





    B-2


     

    





 


(iii)     
   General Special Servicer:


 


Rialto
Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

Email: liat.heller@rialtocapital.com


 


with
copies to:


 


Jeff
Krasnoff





Facsimile
number: (305) 229-6425

Email: jeff.krasnoff@rialtocapital.com;


 


Niral Shah

Facsimile number: (305) 229-6425

Email: niral.shah@rialtocapital.com;


 


Adam Singer

facsimile number (305) 229-6425

Email: adam.singer@rialtocapital.com


 


(iv)      
  540 West Madison Special Servicer:


 


Trimont
Real Estate Advisors, LLC

One Alliance Center





3500
Lennox Road, Ste. G1

Atlanta, Georgia 30326

Attention: Special Servicing


Email:
CMBS_Servicing@Trimontrea.com


 


with
a copy to:


 


Alston
& Bird LLP





2828
N. Harwood St., Floor 18





Dallas,
Texas 75201





Attention:
Patrick C. Sargent, Esq.


 


(v)          Trustee
and Certificate Administrator:


 


Wells
Fargo Bank, National Association





9062
Old Annapolis Road





Columbia,
Maryland 21045-1951





Attention:
Corporate Trust Services (CMBS), GS Mortgage Securities Trust 2016-GS3


Email:
cts.cmbs.bond.admin@wellsfargo.com;





trustadministrationgroup@wellsfargo.com


 






    B-3


     

    

 


(vii)       Operating
Advisor and Asset Representations Reviewer:


 


Pentalpha
Surveillance LLC





375
N. French Road, Suite 100





Amherst,
New York 14228





Attention:
Don Simon, Chief Operating Officer





Email:
don.simon@pentalphasurveillance.com; notices@pentalphasurveillance.com


 


with
a copy to:



Bass, Berry & Sims PLC





150
Third Avenue South, Suite 2800





Nashville,
Tennessee 37201





Attention:
Jay H. Knight





Email:
jknight@bassberry.com


 





 






    B-4


     

    

 


2.   Initial
Note A-2 Holder:


 


Goldman
Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Fax number: (212) 428-1439


Email:
leah.nivison@gs.com


 


with
a copy to:


 


Goldman
Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Peter Morreale

Fax number: (212) 902-3000


Email:
peter.morreale@gs.com


 


with
a copy to:


 


Goldman
Sachs Mortgage Company

6011 Connection Drive, Suite 550

Irving, Texas 75039

Attention: Joe Osborne

Fax number: (212) 291-5318


Email:
joe.osborne@gs.com


 












    B-5


     

    

 


3.    Initial
Note A-3 Holder:


 


Goldman
Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Fax number: (212) 428-1439

Email: leah.nivison@gs.com



with a copy to:



Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Peter Morreale

Fax number: (212) 902-3000

Email: peter.morreale@gs.com



with a copy to:



Goldman Sachs Mortgage Company

6011 Connection Drive, Suite 550

Irving, Texas 75039

Attention: Joe Osborne

Fax number: (212) 291-5318

Email: joe.osborne@gs.com


 









    B-6


     

    

 


4.    Initial
Note A-4 Holder:


 


Goldman
Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Fax number: (212) 428-1439

Email: leah.nivison@gs.com



with a copy to:



Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Peter Morreale

Fax number: (212) 902-3000

Email: peter.morreale@gs.com



with a copy to:



Goldman Sachs Mortgage Company

6011 Connection Drive, Suite 550

Irving, Texas 75039

Attention: Joe Osborne

Fax number: (212) 291-5318

Email: joe.osborne@gs.com


 









    B-7


     

    

 


EXHIBIT
C



PERMITTED FUND MANAGERS


 


		1.	Apollo
                                         Real Estate Advisors






		2.	Archon
                                         Capital, L.P.






		3.	BlackRock,
                                         Inc.






		4.	The
                                         Blackstone Group International Ltd.






		5.	Capital
                                         Trust, Inc.






		6.	Clarion
                                         Partners






		7.	Colony
                                         Capital, Inc.






		8.	DLJ
                                         Real Estate Capital Partners






		9.	Fortress
                                         Investment Group, LLC






		10.	iStar
                                         Financial Inc.






		11.	J.E.
                                         Roberts Companies






		12.	Lend-Lease
                                         Real Estate Investments






		13.	Lonestar
                                         Opportunity Fund






		14.	Praedium
                                         Group






		15.	Raith
                                         Capital Partners, LLC






		16.	Rialto
                                         Capital Advisors, LLC






		17.	Rialto
                                         Capital Management, LLC






		18.	Starwood
                                         Financial Trust






		19.	Walton
                                         Street Capital, LLC






		20.	Westbrook
                                         Partners






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



 






    C-1