Exhibit 4.6


 





EXECUTION
VERSION


 


AGREEMENT
BETWEEN NOTEHOLDERS


 


Dated
as of May 15, 2017


 


by
and among


 


GOLDMAN
SACHS MORTGAGE COMPANY



(Initial Note A-1 Holder)


 


GOLDMAN
SACHS MORTGAGE COMPANY



(Initial Note A-2 Holder)


 


GOLDMAN
SACHS MORTGAGE COMPANY



(Initial Note A-3 Holder)


 


AMERICAN
GENERAL LIFE INSURANCE COMPANY



(Initial Note B-1 Holder)


 


THE
VARIABLE ANNUITY LIFE INSURANCE COMPANY



(Initial B-2 Holder)


 


THE
UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK



(Initial B-3 Holder)


 


NATIONAL
UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA.



(Initial B-4 Holder)


 


1999
Avenue of the Stars


 




     


     

    

 


THIS
AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of May 15, 2017 by and among Goldman Sachs Mortgage Company,
a New York limited partnership, having an address of 200 West Street, New York, New York 10282 (“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 together with the Initial Note A-1 Holder and the Initial Note A-2 Holder,
the “Initial Senior Noteholders”), American General Life Insurance Company, a Texas corporation (together with
its successors and assigns in interest, in its capacity as initial owner of Note B-1, the “Initial Note B-1 Holder”),
The Variable Annuity Life Insurance Company, a Texas corporation (together with its successors and assigns in interest, in its
capacity as initial owner of Note B-2, the “Initial Note B-2 Holder”), The United States Life Insurance Company
in the City of New York, a New York corporation (together with its successors and assigns in interest, in its capacity as initial
owner of Note B-3, the “Initial Note B-3 Holder”) and National Union Fire Insurance Company of Pittsburgh,
Pa., a Pennsylvania corporation (together with its successors and assigns in interest, in its capacity as initial owner of Note
B-4, the “Initial Note B-4 Holder” , and together with the Initial Note B-1 Holder, the Initial Note B-2 Holder
and the Initial Note B-3 Holder, the “Initial Junior Noteholders”).


 


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(s) described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which is evidenced,
inter alia, by seven promissory notes, each dated as of April 10, 2017, in the aggregate original principal amount of $425,000,000,
with the first such note in the original principal amount of $100,000,000 (“Note A-1”) made by the Mortgage
Loan Borrower in favor of the Note A-1 Holder, the second such note in the original principal amount of $100,000,000 (“Note
A-2”) made by the Mortgage Loan Borrower in favor of Note A-2 Holder, the third such note in the original principal
amount of $32,760,000 (“Note A-3”) made by the Mortgage Loan Borrower in favor of Note A-3 Holder, the fourth
such note in the original principal amount of $90,737,280 (“Note B-1”) made by the Mortgage Loan Borrower in
favor of GSMC and subsequently transferred to the Note B-1 Holder, the fifth such note in the original principal amount of $44,984,160
(“Note B-2”) made by the Mortgage Loan Borrower in favor of GSMC and subsequently transferred to the Note B-2
Holder, the sixth such note in the original principal amount of $19,992,960 (“Note B-3”) made by the Mortgage
Loan Borrower in favor of GSMC and subsequently transferred to the Note B-3 Holder and the seventh such note in the original principal
amount of $36,525,000 (the “Note B-4”, and together with Note A-1, Note A-2, Note A-3, Note B-1, Note B-2 and
Note B-3, the “Notes”) made by the Mortgage Loan Borrower in favor of GSMC and subsequently transferred to
the Note B-4 Holder, and secured by certain first mortgages or deeds of trust lien (as amended, modified or supplemented, the
“Mortgage”) on one


 



     


     

    

 


or more parcels of, or estates in, real property located as described on the Mortgage Loan
Schedule (collectively, the “Mortgaged Property”); and


 


WHEREAS,
as of the date hereof, GSMC has transferred all of its right, title and interest, in to and under the Note B-1, the Note B-2,
the Note B-3 and the Note B-4 to the Initial Junior Noteholders pursuant to that certain Assignment and Assumption Agreement among
GSMC and the Initial Junior Noteholders date as of the date hereof.


 


WHEREAS,
the parties hereto desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns,
shall hold the Notes;


 


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


 


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


 


“Acceptable
Insurance Default” shall mean, with respect to the Mortgage Loan, a default under the related Mortgage Loan Documents
arising by reason of (i) any failure on the part of the Mortgage Loan Borrower to maintain with respect to the related Mortgaged
Property specific insurance coverage with respect to, or an all-risk casualty insurance policy that does not specifically exclude,
terrorist or similar acts, and/or (ii) any failure on the part of the Mortgage Loan Borrower to maintain with respect to the related
Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist or similar acts upon terms not
materially less favorable than those in place as of the Securitization Date, in each case as to which default the Master Servicer
and the Special Servicer may forbear taking any enforcement action, provided that the Master Servicer has determined, in
its reasonable judgment, based on inquiry consistent with the Servicing Standard and (unless (i) a Control Termination Event has
occurred and is continuing and (ii) with respect to a Specially Serviced Mortgage Loan, after consultation with the Risk Retention
Consultation Party pursuant to Section 6.08(a) of the Servicing Agreement (in either case, other than with respect to any applicable
Excluded Loan), with the consent of the Directing Holder (and after a Control Termination Event has occurred, but prior to the
occurrence of a Consultation Termination Event (or other than with respect to any applicable Excluded Loan), after consultation
with the Directing Holder as provided in Section 6.08 of the Servicing Agreement)), that either (a) such insurance is not available
at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to
the related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located, or (b)
such insurance is not available at any rate; provided, however, that the Directing Holder and the Risk Retention
Consultation Party will not have more than thirty (30) days to respond to the Special Servicer’s request for such consent
or consultation; provided, further, that upon the Special Servicer’s determination, consistent with the Servicing
Standard, that exigent circumstances do not allow the Special Servicer to consult with the Directing Holder or the Risk Retention
Consultation Party, the Special Servicer is not


 



    	2 



     


    

 


required to do so. Each of the Master Servicer (at its own expense) and the Special
Servicer (at the expense of the Lead Securitization Trust) shall be entitled to rely on insurance consultants in making the determinations
described above.


 


“Additional
Servicing Expenses” shall mean (a) all property protection advances, fees and/or expenses incurred by and reimbursable
to any Servicer, Trustee, Securitization Operating Advisor, certificate administrator or fiscal agent pursuant to the Servicing
Agreement, and (b) all interest accrued on Advances made by (x) any Servicer or Trustee in accordance with the terms of the Servicing
Agreement or (y) any Non-Lead Servicer or Non-Lead Trustee in accordance with the terms of the Non-Lead Securitization Servicing
Agreement.


 


“Advance”
shall mean any P&I Advance or Property Protection Advance.


 


“Affiliate”
shall mean with respect to any specified Person (i) any other Person Controlling or Controlled by or under common Control with
such specified Person (each a “Common Control Party”), (ii) any other Person owning, directly or indirectly,
ten percent (10%) or more of the beneficial interests in such Person or (iii) any other Person in which such Person or a Common
Control Party owns, directly or indirectly, ten percent (10%) or more of the beneficial interests.


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and from and after
the Securitization Date shall mean the Certificate Administrator, if any, and if there is no Certificate Administrator, shall
mean the Trustee.


 


“Agent
Office” shall mean the designated office of the Agent in the State of New York, 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, 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 Noteholders.


 


“Agreement”
shall mean this Agreement between Noteholders, the exhibits and schedule hereto and all amendments hereof and supplements hereto.


 


“Appraisal”
shall mean an appraisal prepared by an MAI appraiser who is licensed or certified to prepare appraisals in the state where the
Mortgaged Property is located, as appropriate; provided that each appraiser will be required to represent in such appraisal
or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal
Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation and has certified that such appraiser
had no interest, direct or indirect, in the Mortgaged Property or the Mortgage Loan Borrower or in any loan made on the security
thereof, and its compensation is not affected by the approval or disapproval of the Mortgage Loan.


 


“Appraisal
Reduction Amount” shall mean, for any Distribution Date and for any Mortgage Loan as to which any Appraisal Reduction
Event has occurred, will be an amount, calculated by the Special Servicer (prior to the occurrence of a Consultation Termination
Event and only with respect to the Mortgage Loan other than an applicable Excluded Loan) in consultation with the Directing Holder,
and in consultation with the Operating Advisor, as of the


 



    	3 



     


    

 


first Determination Date that is at least ten (10) Business Days following
the later of (a) the date on which the Special Servicer receives an Appraisal or conducts a valuation described below and (b)
the occurrence of such Appraisal Reduction Event, equal to the excess of (a) the Stated Principal Balance of the Mortgage Loan
over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined (1) by one
or more Appraisals obtained by the Special Servicer with respect to the Mortgage Loan, with an outstanding principal balance equal
to or in excess of $2,000,000 (the costs of which shall be paid by the Master Servicer as an Advance) or (2) by an internal valuation
performed by the Special Servicer with respect to the Mortgage Loan with an outstanding principal balance less than $2,000,000,
minus, with respect to any Appraisals, such downward adjustments as the Special Servicer may make (without implying any obligation
to do so) based upon its review of the Appraisal and any other information it deems relevant and (B) all escrows, letters of credit
and reserves in respect of the Mortgage Loan, as of the date of calculation over (ii) the sum of, as of the Monthly Payment Date
occurring in the month of the date of determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee,
all unpaid interest due on the Mortgage Loan at a per annum rate equal to its Interest Rate, (B) all P&I Advances on the Mortgage
Loan and all Property Protection Advances on the Mortgage Loan, not reimbursed from proceeds of the Mortgage Loan, and interest
thereon at the Reimbursement Rate in respect of the Mortgage Loan, (C) all currently due and unpaid real estate taxes, assessments,
insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized
interest whether or not then due and payable) with respect to the Mortgage Loan (which taxes, premiums, ground rents and other
amounts have not been the subject of an Advance by the Master Servicer, the Special Servicer or the Trustee, as applicable) and
(D) any other unpaid additional expenses of the issuing entity in respect of the Mortgage Loan; provided, however,
without limiting the Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if the
Special Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred to above within 120 days of
the event described in the definition of “Appraisal Reduction Event” (without regard to the time periods set forth
in the definition), then solely for purposes of determining the amounts of the P&I Advances, the Appraisal Reduction Amount
shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the Mortgage Loan, until such time as
an Appraisal is received by the Special Servicer and the Appraisal Reduction Amount is calculated by the Special Servicer as of
the first Determination Date that is at least 10 Business Days thereafter. Within sixty (60) days after the Appraisal Reduction
Event, the Special Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of which shall be paid by
the Master Servicer as a Property Protection Advance); provided, further, however, that with respect to an
Appraisal Reduction Event as set forth in clause (i) of the definition of Appraisal Reduction Event, the Special Servicer shall
order and use reasonable efforts to receive such Appraisal within the one hundred twenty (120) day period set forth in such clause
(i), and with respect to an Appraisal Reduction Event as set forth in clause (vi) of the definition of Appraisal Reduction Event,
the Special Servicer shall order and use reasonable efforts to receive such Appraisal within the ninety (90) day period or one
hundred twenty (120) day period, as applicable, set forth in such clause (vi); provided, further, however,
that in no event shall the Special Servicer be required to order any such Appraisal prior to the conclusion of such sixty (60),
ninety (90), or one hundred twenty (120) day period, as applicable, and in each case, the related Appraisal shall be promptly
delivered in electronic format by the Special Servicer to the Master Servicer, the


 



    	4 



     


    

 


Directing Holder (but only prior to the occurrence
of a Consultation Termination Event), the Operating Advisor, the Certificate Administrator and the Trustee. In connection with
any Appraisal Reduction Amount, the Master Servicer will provide the Special Servicer with the information as set forth in Section
4.05(c) of the Servicing Agreement. The Master Servicer shall not calculate Appraisal Reduction Amounts.


 


Notwithstanding
anything herein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan, or the related REO Property
will be reduced to zero as of the date on which Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from
the Trust or as otherwise set forth in Section 4.05(d) of the Servicing Agreement.


 


“Appraisal
Reduction Event” shall have the meaning set forth in the Servicing Agreement which, subject to Section 39 hereof,
shall be as set forth on Exhibit E and shall not be amended or modified without the prior written consent of the Junior
Noteholders.


 


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


 


“Asset
Representations Reviewer Fee Rate” shall be equal to the product of a per annum rate not to exceed 0.0005% (0.05 basis
points) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (but not including any Companion Loan) and shall
be calculated in the same manner as interest is calculated on the Mortgage Loan.


 


“Asset
Status Report” shall mean:


 


Upon
the earlier of (i) 60 days after a Servicing Transfer Event for a Mortgage Loan, and (ii) prior to taking action with respect
to any Major Decision (or making a determination not to take action with respect to a Major Decision) with respect to a Specially
Serviced Mortgage Loan, the Special Servicer shall deliver in electronic format a report (the “Asset Status Report”)
with respect to such Mortgage Loan, and the Mortgaged Property (the “Initial Delivery Date”) and will be required
to prepare one or more additional Asset Status Reports with respect to any such Specially Serviced Mortgage Loan subsequent to
the issuance of a Final Asset Status Report to the extent that during the course of the resolution of such Specially Serviced
Mortgage Loan changes in strategy reflected in the initial Asset Status Report (or subsequent Final Asset Status Report) are necessary
to reflect the then current recommendation as to how the Specially Serviced Mortgage Loan might be returned to performing status
or otherwise liquidated in accordance with the Servicing Standard (each such report a “Subsequent Asset Status Report”).


 


“Balloon
Mortgage Loan” shall mean the Mortgage Loan if by its original terms or by virtue of any modification entered into as
of the Securitization Date, it provides for an amortization schedule for such Mortgage Loan extending beyond its Maturity Date.


 


“Balloon
Payment” shall mean, with respect to the Mortgage Loan if it is a Balloon Mortgage Loan, as of any date of determination,
the Periodic Payment payable on the Maturity Date of such Balloon Mortgage Loan.


 






    	5 



     


    

 


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


 


“Borrower
Party” shall mean a borrower, a manager of a Mortgaged Property, a Restricted Mezzanine Holder, or a Borrower Party
Affiliate.


 


“Borrower
Party Affiliate” shall mean, with respect to a borrower, a manager of a Mortgaged Property or a Restricted Mezzanine
Holder, (a) any other Person controlling or controlled by or under common control with such borrower, manager or Restricted Mezzanine
Holder, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such
borrower, manager or Restricted Mezzanine Holder, as applicable. For purposes of this definition, “control” when used
with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Business
Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in North Carolina, California,
Minnesota, New York, Kansas, Pennsylvania or any of the jurisdictions in which the respective primary servicing offices of the
Master Servicer or the Special Servicer or the Corporate Trust Offices of either the Certificate Administrator or the Trustee
are located, or the New York Stock Exchange or the Federal Reserve System of the United States of America, are authorized or obligated
by law or executive order to remain closed.


 


“CDO
Asset Manager” with respect to any Securitization Vehicle which is a CDO, shall mean the entity which is responsible
for managing or administering the applicable 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 the applicable 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 Servicing Agreement.


 


“Certificate
Administrator/Trustee Fee Rate” shall mean the Certificate Administrator/Trustee Fee shall be equal to the product of
the per annum rate not to exceed 0.0075% (0.75 basis points)and the aggregate Stated Principal Balance of the mortgage loans deposited
in the Lead Securitization Trust (calculated in the same manner as interest is calculated on the Mortgage Loan) and any REO Loan
(but not including any Companion Loan) as of the preceding Distribution Date. The Certificate Administrator/Trustee Fee includes
the Trustee Fee.


 


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


 


“Collection
Account” shall mean the trust account or accounts (including any sub-accounts) created and maintained by the Servicer.


 


“Companion
Loan” shall mean collectively the Non-Lead Securitization Notes and the Junior Notes.


 






    	6 



     


    

 


“Conduit”
shall have the meaning assigned to such term in Section 19(f).


 


“Conduit
Credit Enhancer” shall have the meaning assigned to such term in Section 19(f).


 


“Conduit
Inventory Loan” shall have the meaning assigned to such term in Section 19(f).


 


“Control”
means 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.


 


“Control
Appraisal Period” shall mean a Junior Noteholder Control Appraisal Period.


 


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


 


“Controlling
Noteholder” shall mean as of any date of determination


 


(i)        the
Junior Noteholders, collectively, unless a Junior Noteholder Control Appraisal Period has occurred and is continuing but, in each
case, subject to the ability of the Junior Noteholders to effectuate a Threshold Event Cure pursuant to this Agreement; or


 


(ii)       if
a Junior Noteholder Control Appraisal Period has occurred and is continuing (in each case, subject to the ability of the Junior
Noteholders to effectuate a Threshold Event Cure pursuant to this Agreement), the Note A-1 Holder;


 


provided
that, if the Junior Noteholders would be the Controlling Noteholder pursuant to the terms hereof, but any interest in the
Junior Notes are held by the Mortgage Loan Borrower or a Borrower Party Affiliate, or the Mortgage Loan Borrower or Borrower Party
Affiliate would otherwise be entitled to exercise the rights of the Controlling Noteholder, a Junior Noteholder Control Appraisal
Period shall be deemed to have occurred; provided, further that at any time Note A-1 is the Controlling Noteholder
and is included in the Lead Securitization, references to the “Controlling Noteholder” herein shall mean the holders
of the majority of the class of securities issued in the Lead Securitization designated as the “controlling class”
(or such lesser amount as permitted under the terms of the Servicing Agreement) or such other class(es) otherwise assigned the
rights to exercise the rights of the “Controlling Noteholder” hereunder, as and to the extent provided in the Servicing
Agreement. Notwithstanding the forgoing or anything else to the contrary as set forth in this Agreement, the Junior Operating
Advisor shall have the right to exercise all rights of the Controlling Noteholder under this Agreement on behalf of all the Junior
Noteholders.


 


“Corrected
Loan” shall mean any Specially Serviced Mortgage Loan that has become current and remained current for three (3) consecutive
Periodic Payments (for such


 



    	7 



     


    

 


purposes taking into account any modification or amendment of the Mortgage Loan, whether by a consensual
modification or in connection with a bankruptcy, insolvency or similar proceeding involving the Mortgage Loan Borrower), and (provided
that no additional default is foreseeable in the reasonable judgment of the Special Servicer and no other event or circumstance
exists that causes the Mortgage Loan to otherwise constitute a Specially Serviced Mortgage Loan) the servicing of which the Special
Servicer has returned to the Master Servicer pursuant to Section 3.19(a) of the Servicing Agreement.


 


“CREFC®
Intellectual Property Royalty License Fee Rate” shall mean with respect to each Mortgage Loan, a rate equal to 0.0005%
per annum.


 


“Cure
Period” shall have the meaning assigned to such term in Section 11(a).


 


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


 


“Defaulted
Mortgage Loan” shall mean the Mortgage Loan (i) in the event that is delinquent at least sixty (60) days in respect
of its Periodic Payments or delinquent in respect of its Balloon Payment, if any; provided that in respect of a Balloon Payment,
such period shall be 120 days after the related Maturity Date if the Mortgage Loan Borrower has provided the Master Servicer,
within 60 days after the related Maturity Date, a written and fully executed (subject only to customary final closing conditions)
commitment, letter of intent, or otherwise binding application for refinancing or similar document that is, in each case, binding
upon an acceptable lender or signed purchase agreement reasonably satisfactory in form and substance to the Master Servicer (and
the Master Servicer shall promptly forward a copy of such document to the Special Servicer, if it is not evident that a copy has
been delivered to such other party), which provides that such refinancing or purchase will occur within 120 days of such related
Maturity Date; and, in either case, such delinquency is to be determined without giving effect to any Grace Period permitted by
the Mortgage or Mortgage Note and without regard to any acceleration of payments under the Mortgage and Mortgage Note or (ii)
as to which the Master Servicer or Special Servicer has, by written notice to the Mortgage Loan Borrower, accelerated the maturity
of the indebtedness evidenced by the Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan does not constitute
a “Defaulted Mortgage Loan”.


 


“Defaulted
Mortgage Loan Purchase Price” shall mean the sum, without duplication, of each of the following to the extent that such
amounts have not been previously paid or reimbursed pursuant to Section 3 or Section 4 of this Agreement:


 


(a)  the
then-outstanding Senior Note Principal Balance, (b) accrued and unpaid interest on the Senior Note Principal Balance at the Senior
Note Rate, from the date as to which interest was last paid in full by Mortgage Loan Borrower up to and including the end of the
interest accrual period relating to the Monthly Payment Date next following the date the purchase occurred, (c) any other amounts
due under the Mortgage Loan to the Senior Noteholder, other than Prepayment Premiums, default interest, late fees, exit fees and
any other similar fees, provided that if the Mortgage Loan Borrower or a Borrower Party Affiliate is the purchaser, the Defaulted
Mortgage Loan Purchase Price shall include Prepayment Premiums, default interest, late fees, exit fees and any other similar fees,
(d) without duplication to clause (c) any unreimbursed property protection


 



    	8 



     


    

 


Advances and any expenses incurred in enforcing the
Mortgage Loan Documents (including, without limitation, servicing Advances payable or reimbursable to any Servicer, and earned
and unpaid special servicing fees owing to or by or on behalf of the Senior Noteholders), (e) without duplication of amounts under
clause (c), any accrued and unpaid interest payable on Advances with respect to an Advance made by or on behalf of the Senior
Noteholders, (f) (x) if the Mortgage Loan Borrower or a Borrower Party Affiliate is the purchaser or (y) if the Mortgage Loan
is purchased after ninety (90) days after such option first becomes exercisable pursuant to Section 12 of this Agreement, any
liquidation or workout fees payable under the Servicing Agreement with respect to the Mortgage Loan and (g) any Recovered Costs
not reimbursed previously to the Senior Notes pursuant to this Agreement. Notwithstanding the foregoing, if the purchasing Noteholder
is purchasing from the Mortgage Loan Borrower or a Borrower Party Affiliate, the Defaulted Mortgage Loan Purchase Price shall
not include the amounts described under clauses (d) through (f) of this definition. If the Mortgage Loan is converted into a REO
Property, for purposes of determining the Defaulted Mortgage Loan Purchase Price, interest will be deemed to continue to accrue
on the Senior Notes at the Senior Note Rate, as if the Mortgage Loan were not so converted. In no event shall the Defaulted Mortgage
Loan Purchase Price include amounts due or payable to the purchasing Noteholder under this Agreement.


 


“Defaulted
Note Purchase Date” shall have the meaning assigned to such term in Section 12.


 


“Default
Interest” shall mean interest on the Mortgage Loan at a rate per annum equal to the Note Default Interest Spread.


 


“Deficient
Valuation” shall mean a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding principal balance of the Mortgage Loan valuation results from a proceeding initiated under the Bankruptcy
Code.


 


“Depositor”
shall mean GS Mortgage Securities Corporation II, a Delaware corporation, and its successors-in-interest.


 


“Determination
Date” shall mean, with respect to any Distribution Date, the sixth (6th) day of each month (or, if the sixth (6th) calendar
day of that month is not a Business Day, then the next Business Day).


 


“Distribution
Date” shall mean the fourth (4th) Business Day following each Determination Date, beginning in June 2017.
The initial Distribution Date shall be June 12, 2017.


 


“Directing
Holder” shall mean (i) for so long as no Junior Noteholder Control Appraisal Period has occurred and is continuing,
the Whole Loan Directing Holder and (ii) for so long as a Junior Noteholder Control Appraisal Period has occurred and is continuing,
the Controlling Class Representative.


 


For
the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, a Control Termination Event or a
Consultation Termination Event shall not


 



    	9 



     


    

 


affect the rights of a non-Directing Holder. Whenever the term “Directing Holder”
is used in this Agreement without further clarification, the parties hereto intend for such reference to mean the applicable Directing
Holder under the circumstances.


 


“Enforcing
Servicer” shall mean, (a) with respect to a Specially Serviced Mortgage Loan, the Special Servicer, and (b) with respect
to a Non-Specially Serviced Mortgage Loan, (i) in the case of a Repurchase Request made by the Special Servicer, the Controlling
Class Representative or a Controlling Class Certificateholder, the Master Servicer, and (ii) in the case of a Repurchase Request
made by any Person other than the Special Servicer, the Controlling Class Representative or a Controlling Class Certificateholder,
(A) prior to a Resolution Failure relating to such Non-Specially Serviced Mortgage Loan, the Master Servicer, and (B) from and
after a Resolution Failure relating to such Non-Specially Serviced Mortgage Loan, the Special Servicer.


 


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


 


“Excess
Modification Fees” shall mean the sum of (A) the excess of (i) any and all Modification Fees with respect to a modification,
waiver, extension or amendment of any of the terms of the Mortgage Loan, over (ii) all unpaid or unreimbursed Advances and additional
expenses (including, without limitation, interest on Advances to the extent not otherwise paid or reimbursed by or on behalf of
the Mortgagor (including indirect reimbursement from Penalty Charges or otherwise) with respect to the Mortgage Loan, but excluding
(1) Special Servicing Fees, Workout Fees and Liquidation Fees and (2) Borrower Delayed Reimbursements) outstanding or previously
incurred on behalf of the Lead Securitization Trust with respect to the Mortgage Loan and reimbursed from such Modification Fees
(which additional expenses will be reimbursed from such Modification Fees) and (B) expenses previously paid or reimbursed from
Modification Fees as described in the preceding clause (A), which expenses have been recovered from the related Mortgagor
as Penalty Charges, specific reimbursements or otherwise. All Excess Modification Fees earned by the Special Servicer will be
required to offset any future Workout Fees or Liquidation Fees payable with respect to the Mortgage Loan or REO Property; provided
that if the Mortgage Loan ceases being a Corrected Loan, and is subject to a subsequent modification, any Excess Modification
Fees earned by the Special Servicer prior to the Mortgage Loan ceasing to be a Corrected Loan will no longer be offset against
future Liquidation Fees and Workout Fees unless the Mortgage Loan ceased to be a Corrected Loan within 18 months of it becoming
a modified Mortgage Loan. If the Mortgage Loan ceases to be a Corrected Loan, the Special Servicer will be entitled to a Liquidation
Fee or Workout Fee (to the extent not previously offset) with respect to the new modification, waiver, extension or amendment
or future liquidation of the Specially Serviced Mortgage Loan or related REO Property (including in connection with a repurchase,
sale, refinance, discounted or final payoff or other liquidation); provided that any Excess Modification Fees earned and
paid to the Special Servicer in connection with such subsequent modification, waiver, extension or amendment will be applied to
offset such Liquidation Fee or Workout Fee to the extent described above. Within any prior 12-month period, all Excess Modification
Fees earned by the Servicer or the Special Servicer (after taking into account any offset described above applied during such
prior 12-month period) with respect to the Mortgage Loan will be subject to a cap equal to the greater of (i) 1% of the


 



    	10 



     


    

 


outstanding
principal balance of the Mortgage Loan after giving effect to such transaction, and (ii) $25,000.


 


“Excluded
Loan” shall mean, with respect to (a) the Directing Holder or the Holder of the majority of the Controlling Class, any
Mortgage Loan or Whole Loan if, as of any date of determination, the Controlling Class Representative or the Holder of the majority
of the Controlling Class (by Certificate Balance) is a Borrower Party, or (b) the Risk Retention Consultation Party, any Mortgage
Loan or Whole Loan if, as of any date of determination, the Risk Retention Consultation Party or the Retained Interest Owner is
a Borrower Party. For the avoidance of doubt, any applicable Excluded Loan is also an Excluded Controlling Class Loan. As of the
Securitization Date, there are no Excluded Loans related to the Lead Securitization Trust.


 


“Final
Asset Status Report” shall mean, with respect to any Specially Serviced Mortgage Loan, the initial Asset Status Report,
together with such other data or supporting information provided by the Special Servicer to the Directing Holder that does not
include any communication (other than the Final Asset Status Report) between the Special Servicer and the Directing Holder or
the Risk Retention Consultation Party with respect to such Specially Serviced Mortgage Loan required to be delivered by the Special
Servicer by the Initial Delivery Date or any Subsequent Asset Status Report, in each case, in the form fully approved or deemed
approved, if applicable, by the Directing Holder pursuant to the Directing Holder Approval Process or following completion of
the ASR Consultation Process, as applicable. For the avoidance of doubt, the Special Servicer may issue more than one Final Asset
Status Report with respect to any Specially Serviced Mortgage Loan in accordance with the procedures described in Section 3.19
of the Servicing Agreement.


 


“Final
Recovery Determination” shall mean a reasonable determination by the Special Servicer, in consultation with the Directing
Holder if related to a Mortgage Loan other than an applicable Excluded Loan and made prior to the occurrence of a Consultation
Termination Event, with respect to any Defaulted Mortgage Loan or Corrected Loan or REO Property (other than a Mortgage Loan or
REO Property, as the case may be, that was purchased by (i) the Initial Note A-1 Holder pursuant to Section 6 of the Mortgage
Loan Purchase Agreement, (ii) the Special Servicer or other person pursuant to Section 3.16(b) of the Servicing Agreement, any
Companion Holder or any mezzanine lender pursuant to Section 3.16 of the Servicing Agreement or (iii) the Master Servicer, the
Special Servicer, the Certificateholders of the Controlling Class, or the Certificateholders of the Class R Certificates pursuant
to Section 9.01 of the Servicing Agreement) that there has been a recovery of all Insurance and Condemnation Proceeds, Liquidation
Proceeds, REO Revenue and other payments or recoveries that, in the Special Servicer’s judgment, which judgment was exercised
without regard to any obligation of the Special Servicer to make payments from its own funds pursuant to Section 3.07(b) of the
Servicing Agreement, will ultimately be recoverable. With respect to the Mortgage Loan other than while it is an Excluded Loan,
prior to the occurrence and continuance of any Control Termination Event, the Directing Holder shall have ten (10) Business Days
to review and approve each such recovery determination by the Special Servicer; provided, however, that if the Directing Holder
fails to approve or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery determination,
such consent shall be deemed given.


 






    	11 



     


    

 


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


 


“Grace
Period” shall have the meaning assigned to such term in Section 11(a).


 


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


 


“Indemnified
Items” shall mean, collectively, any claims, losses, penalties, fines, forfeitures, reasonable 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 Servicing Agreement.


 


“Indemnified
Parties” shall mean, collectively, (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 the
Servicing Agreement, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor, the Asset Representations Reviewer and the Depositor (and any director, officer, employee or agent of any of the foregoing,
to the extent such parties are identified as indemnified parties in the Servicing Agreement in respect of other mortgage loans)
and (ii) the Lead Securitization Trust.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	12 



     


    

 


“Initial
Junior Noteholders” shall have the meaning assigned to such term in the recitals.


 


“Initial
Noteholders” shall mean, collectively, the Initial Senior Noteholders and the Initial Junior Noteholders.


 


“Initial
Senior Noteholders” shall have the meaning assigned to such term in the recitals.


 


“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.


 


“Insurance
and Condemnation Proceeds” shall mean all proceeds paid under any Insurance Policy or in connection with the full or
partial condemnation of the Mortgaged Property, in either case, to the extent such proceeds are not applied to the restoration
of the Mortgaged Property or released to the Mortgage Loan Borrower or any tenants or ground lessors, in either case, in accordance
with the Servicing Standard (and to the extent any portion of such proceeds are received by the Master Servicer or Certificate
Administrator in connection with the Mortgage Loan, pursuant to the allocations set forth in this Agreement) and the REMIC Provisions.


 


“Insurance
Policy” shall mean with respect to the Mortgage Loan, any hazard insurance policy, flood insurance policy, title policy
or other insurance policy that is maintained from time to time in respect of the Mortgage Loan or the Mortgaged Property.


 


“Interest
Accrual Period” shall mean, for each Distribution Date, the calendar month prior to the month in which that Distribution
Date occurs.


 


“Interest
Rate” shall have the meaning assigned to such term or any one or more analogous terms in the Mortgage Loan Documents.


 


“Interested
Person” shall mean, as of the date of any determination, the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations


 



    	13 



     


    

 


Reviewer, the Certificate Administrator, the Trustee, the Directing Holder, the Risk
Retention Consultation Party, any sponsor, the Mortgage Loan Borrower, any holder of a related mezzanine loan, any manager of
a Mortgaged Property, any Independent Contractor engaged by the Special Servicer, or any known Affiliate of any of the preceding
entities. With respect to a Whole Loan if it is a Defaulted Mortgage Loan, the Depositor, the Master Servicer, the Special Servicer
(or any Independent Contractor engaged by the Special Servicer), or the Trustee for the securitization of a Companion Loan, and
each related Companion Holder or its representative, any holder of a related mezzanine loan, or any known Affiliate of any such
party described above.


 


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


 


“Junior
Notes” shall mean any of Note B-1, Note B-2, Note B-3 and Note B-4, as applicable.


 


“Junior
Note Default Rate” shall mean a rate per annum equal to the Junior Note Rate plus the Note Default Interest Spread.


 


“Junior
Noteholder” shall mean each Initial Junior Noteholders, or any subsequent holder of any Junior Note, together with their
successors and assigns.


 


“Junior
Noteholder Control Appraisal Period” A “Junior Noteholder Control Appraisal Period” shall exist with respect
to the Mortgage Loan, if and for so long as:


 


(a)       (1)
the initial Junior Note Principal Balance minus (2) the sum (without duplication) of (x) any payments of principal (whether as
principal prepayments or otherwise) allocated to, and received on, the Junior Notes after the date of creation of the Junior Notes,
(y) any Appraisal Reduction Amount for the Mortgage Loan that is allocated to the Junior Notes and (z) any losses realized with
respect to any Mortgaged Property or the Mortgage Loan that are allocated to the Junior Notes, is less than


 


(b)       25%
of the remainder of the (i) initial Junior Note Principal Balance less (ii) any payments of principal (whether as principal prepayments
or otherwise) allocated to, and received by, the Junior Noteholders on the Junior Notes after the date of creation of the Junior
Notes.


 


“Junior
Note Percentage Interest” shall mean, with respect to the Note B-1 Holder, the Note B-1 Percentage Interest, with respect
to the Note B-2 Holder, the Note B-2 Percentage Interest, with respect to the Note B-3 Holder, the Note B-3 Percentage Interest,
and with respect to the Note B-4 Holder, the Note B-4 Percentage Interest, as each may be adjusted from time to time.


 


“Junior
Note Principal Balance” shall mean, at any time of determination, the Initial Junior Note Principal Balance set forth
on the Mortgage Loan Schedule, less any


 



    	14 



     


    

 


payments of principal thereon received by the Senior Noteholders or reductions in such
amount pursuant to Section 3, 4 or 5, as applicable.


 


“Junior
Note Rate” shall mean the Junior Note Rate set forth on the Mortgage Loan Schedule.


 


“Junior
Note Relative Spread” shall mean the ratio of the Junior Note Rate to the Mortgage Loan Rate.


 


“Junior
Operating Advisor” shall mean, with respect to the Mortgage Loan, the advisor appointed pursuant to Section 6(a) hereof
as such Junior Operating Advisor may be replaced from time to time pursuant to Section 6(a) hereof. The initial Junior Operating
Advisor shall be American General Life Insurance Company.


 


“KBRA”
shall mean Kroll Bond Rating Agency, Inc., or its successor 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 Noteholder” shall mean the Note A-1 Holder.


 


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


 


“Lender”
shall have the meaning assigned to such term in the Mortgage, together with any such Lender’s respective successors and
assigns.


 


“Liquidation
Fee” shall mean a fee payable to the Special Servicer with respect to (i) each Specially Serviced Mortgage Loan or REO
Property as to which the Special Servicer receives (a) a full, partial or discounted payoff from or on behalf of the Mortgage
Loan Borrower or (b) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including the Companion Loan), or REO Property
(in any case, other than amounts for which a Workout Fee has been paid, or will be payable) and (ii) except as described below,
with respect to any Mortgage Loan for which the Special Servicer is the Enforcing Servicer and either (A) such Mortgage Loan is
repurchased or substituted for by the Initial Note A-1 Holder or (B) a Loss of Value Payment has been made with respect to such
Mortgage Loan, equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial or discounted payoff or
other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related costs and expenses
associated with the related liquidation) related to such liquidated Mortgage Loan, Specially Serviced Mortgage Loan or REO Property,
as the case may be; provided, however, that no Liquidation Fee shall be payable with respect to (a) the purchase
of any Specially Serviced Mortgage Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is
the Directing Holder or any Affiliate thereof; provided, however, that prior to a Control Termination Event, if
the Directing Holder or an Affiliate thereof, purchases any Specially Serviced Mortgage Loan within ninety (90) days (as may be
extended) after the Special Servicer delivers to the Directing Holder for its approval the initial Asset Status Report


 



    	15 



     


    

 


with respect
to such Specially Serviced Mortgage Loan, the Special Servicer will not be entitled to a Liquidation Fee in connection with such
purchase by the Directing Holder or its Affiliates), (b) any event described in clause (iv) and clause (vii) of
the definition of “Liquidation Proceeds” (or any substitution in lieu of a repurchase) so long as such repurchase,
substitution or Loss of Value Payment occurs prior to the termination of the Initial Cure Period or, if any, the Extended Cure
Period, (c) any event described in clauses (v) and (vi) of the definition of “Liquidation Proceeds”,
as long as, with respect to a purchase pursuant to clause (vi) of the definition of “Liquidation Proceeds”,
a purchase occurs within ninety (90) days of such holder’s purchase option first becoming exercisable during that period
prior to such Mortgage Loan becoming a Corrected Loan pursuant to this Agreement, (d) with respect to a Companion Loan, (x) a
repurchase of such Companion Loan by GSMC for a breach of a representation or warranty or for a defective or deficient mortgage
loan documentation under an Non-Lead Securitization Servicing Agreement within the time period (or extension thereof) provided
for such repurchase of such repurchase occurs prior to the termination of the extended resolution period provided therein or (y)
a purchase of such Companion Loan by any applicable party to the Non-Lead Securitization Servicing Agreement pursuant to a clean-up
call or similar liquidation of the Non-Lead Securitization; (e) the purchase of all of the mortgage loans and REO Properties included
in the Lead Securitization Trust, in connection with an optional termination of the Lead Securitization Trust; or (f) if the Mortgage
Loan becomes a Specially Serviced Mortgage Loan solely because of a Servicing Transfer Event described in clause (i) of
the definition of “Servicing Transfer Event”, Liquidation Proceeds are received within ninety (90) days following
the related Maturity Date as a result of the Mortgage Loan being refinanced or otherwise repaid in full (but, in the event that
a Liquidation Fee is not payable due to the application of any of clauses (a) through (e) above, the Special Servicer
may still collect and retain a Liquidation Fee and similar fees from the Mortgage Loan Borrower to the extent provided for in,
or not prohibited by, the related loan documents). The Liquidation Fee for each such repurchased or substituted Mortgage Loan,
Specially Serviced Mortgage Loan or REO Property will be payable from, and will be calculated by application of the Liquidation
Fee Rate, to the related payment or proceeds; provided that the Liquidation Fee with respect to any Specially Serviced
Mortgage Loan or REO Property will be reduced by the amount of any Excess Modification Fees paid by or on behalf of the Mortgage
Loan Borrower with respect to the Specially Serviced Mortgage Loan or REO Property as described in the definition of “Excess
Modification Fees”, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation
Fee; provided, however, that, except as contemplated by each of the immediately preceding provisos and the second
following paragraph, no Liquidation Fee will be less than $25,000.


 


“Liquidation
Fee Rate” shall mean a rate equal to the lesser of (a) such rate as would result in a Liquidation Fee of $1,000,000
and (b) 1.0% with respect to each mortgage loan in the Lead Securitization Trust (other than a “Non-Serviced Mortgage Loan”)
repurchased, substituted or for which a Loss of Value Payment has been made, as contemplated by Section 2.03 of the Servicing
Agreement, each Specially Serviced Mortgage Loan and each REO Property, provided, however, that except as contemplated
in the definition of “Liquidation Fee”, no Liquidation Fee will be less than $25,000.


 


“Liquidation
Proceeds” shall mean cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with:
(i) the liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted


 



    	16 



     


    

 


Mortgage Loan or defaulted Companion Loan, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive
of any portion thereof required to be released to the Mortgage Loan Borrower in accordance with applicable law and the terms and
conditions of the Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Borrower; (iii)
any sale of (A) a Specially Serviced Mortgage Loan pursuant to Section 3.16(a) of the Servicing Agreement or (B) any REO Property
pursuant to Section 3.16(b) of the Servicing Agreement; (iv) the repurchase of a Senior Note by the related Initial Noteholder
pursuant to Section 6 of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Mortgage Loan or REO Property by
the Certificateholders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Certificateholders
of the Class R Certificates pursuant to Section 9.01 of the Servicing Agreement; (vi) the purchase of a Senior Note or an REO
Property by (a) the Junior Noteholder or (b) the related mezzanine lender pursuant to Section 3.16 of the Servicing Agreement
and this Agreement; or (vii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection
Account in accordance with Section 3.05(f) of the Servicing Agreement (provided that, for the purpose of determining the
amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full
amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation
Fee (if any) is payable as of such time such Loss of Value Payment is made by the Initial Note A-1 Holder). As used in the Servicing
Agreement, Liquidation Proceeds shall refer to such portion of Liquidation Proceeds to the extent allocable to Note A-1 or the
Companion Loans, as applicable, pursuant to the terms of this Agreement.


 


“MAI”
shall mean Member of the Appraisal Institute.


 


“Major
Decisions” 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 Documents 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 Documents, 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;


 






    	17 



     


    

 


(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 Servicing Agreement) located at a Mortgaged Property or an REO Property;


 


(vi)       any
release of material personal property collateral, any real personal property or any acceptance of substitute or additional collateral
for the Mortgage Loan or any consent to either of the 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 or any determination not to enforce 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 any direct or indirect
interests in the Mortgage Loan Borrower;


 


(viii)     any
incurrence of additional debt by the Mortgage Loan Borrower or any mezzanine financing by any direct or indirect beneficial owner
of the Mortgage Loan Borrower (to the extent that the Lender has consent rights pursuant to the related Mortgage Loan Documents);


 


(ix)        any
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
amendment, modification or termination of any Management Agreement (as defined in the Mortgage Loan Agreement), 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 Servicing Agreement);


 






    	18 



     


    

 


(xiv)     any
determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer under the circumstances described in
clause (iii) of the definition of Servicing Transfer Event;


 


(xv)      any
proposed modification or waiver of the types, nature or amount of insurance coverage required to be obtained by Mortgage Borrower
other than pursuant to the specific terms of such Mortgage Loan and for which there is no lender discretion;


 


(xvi)      any
filing of a bankruptcy or similar action against the Mortgage Loan Borrower or Guarantor or the election of any action in a bankruptcy
or Insolvency Proceeding to seek relief from the automatic stay or dismissal of a bankruptcy filing or voting for or opposing
a plan of reorganization, seeking or opposing an order for adequate protection, adequate assurance, a § 363 sale, order shortening
time or similar motion of procedure in an Insolvency Proceeding or making an § 1111(b)(2) election on behalf of the Noteholders;


 


(xvii)     the
voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower;


 


(xviii)   approval
of any operating budget in respect of the Mortgage Loan to the extent the Lender’s consent is required under the Loan Agreement;


 


(xix)      approval
of any replacement Special Servicer, other than in accordance with this Agreement; or


 


(xx)       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 other than pursuant to the specific terms of such
Mortgage Loan and for which there is no lender discretion.


 


“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 Servicing Agreement.


 


“Maturity
Date” shall mean with respect to the Mortgage Loan, as of any date of determination, the date set forth on the Mortgage
Loan Schedule.


 


“Monetary
Default” shall have the meaning assigned to such term in Section 11(a).


 


“Monetary
Default Notice” shall have the meaning assigned to such term in Section 11(a).


 


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


 






    	19 



     


    

 


“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, or any of its successors in interest, assigns, and/or changed entity name or designation
resulting from any acquisition by Morningstar, Inc. or other similar entity of Realpoint LLC.


 


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


 


“Mortgaged
Property” 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 April 10, 2017, between the Mortgage Loan Borrower, as Borrower,
and Goldman Sachs Mortgage Company, as Lender, as the same may be further amended, restated, supplemented or otherwise modified
from time to time, subject to the terms hereof.


 


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


 


“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, which documents include, without limitation,
the documents listed on Exhibit D attached hereto and any amendments, modifications or supplements thereto.


 


“Mortgage
Loan Purchase Agreement” shall mean the agreement between the Depositor and GSMC, relating to the transfer of all of
GSMC’s right, title and interest in and to the Note A-1.


 


“Mortgage
Loan Rate” shall mean, as of any date of determination, the weighted average of the Senior Note Rate and the Junior
Rate.


 


“Mortgage
Loan Schedule” shall mean the Schedule attached hereto as Exhibit A.


 


“Net
Junior Note Rate” shall mean the Junior Note Rate minus the Servicing Fee Rate applicable to the Junior Note.


 


“Net
Senior Note Rate” shall mean the Senior Note Rate minus the Servicing Fee Rate applicable to the Senior Note.


 


“Non-Controlling
Note” shall mean the interest of each Non-Controlling Noteholder in its Note.


 






    	20 



     


    

 


“Non-Controlling
Noteholder” shall mean each Noteholder other than the Controlling Noteholder.


 


“Non-Controlling
Pari Passu Noteholder” shall mean each of the Note A-2 Holder and the Note A-3 Holder, as applicable, provided
that with respect to the related Non-Controlling Note held by the Note A-2 Holder or the Note A-3 Holder, at any time such Non-Controlling
Note is included in a Securitization other than the Lead Securitization, references to the “Non-Controlling Pari Passu Noteholder”
herein shall mean the Non-Lead Securitization Subordinate Class Representative under the related Non-Lead Securitization Servicing
Agreement, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of
which the Lead Securitization Noteholder (and the Master Servicer and the Special Servicer) has been given written notice. The
Lead Securitization Noteholder (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 a “Non-Controlling Pari Passu Noteholder” herein
or under the 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 a Non-Controlling Note is split into two or more New Notes pursuant to Section
38, for purposes of this Agreement, the Non-Lead Securitization Servicing Agreement or the holders of such New Notes shall
designate one party to deal with the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on
its behalf) and provide written notice of such designation to the Lead Securitization Noteholder (and the Master Servicer and
the Special Servicer acting on its behalf) (such party, the “Non-Controlling Pari Passu Noteholder Representative”);
provided that, in the absence of such designation and notice, the Lead Securitization Noteholder (or the Master Servicer
or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written notice
as having been designated as the Non-Controlling Pari Passu Noteholder Representative with respect to such Non-Controlling Note
for all purposes of this Agreement. As of the date hereof and until further notice from the Non-Lead Securitization Noteholder
(or the Non-Lead Master Servicer or another party acting on its behalf), the Note A-2 Holder is the Non-Controlling Pari Passu
Noteholder Representative with respect to Note A-2 and the Note A-3 Holder is the Non-Controlling Pari Passu Noteholder Representative
with respect to Note A-3.


 


Prior
to Securitization of any Non-Lead Securitization Note by the Non-Lead Securitization Noteholder (including any New Notes), all
notices, reports, information or other deliverables required to be delivered to such Non-Lead Securitization Noteholder or Non-Controlling
Pari Passu Noteholder pursuant to this Agreement or the Servicing Agreement by the Lead Securitization Noteholder (or the Master
Servicer or the Special Servicer acting on its behalf) only need to be delivered to each Non-Controlling Pari Passu Noteholder
Representative and, when so delivered to each Non-Controlling Pari Passu Noteholder Representative, the Lead Securitization Noteholder
(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 Servicing Agreement. Following Securitization of any Non-Lead Securitization
Notes by the Non-Lead Securitization Noteholder, all notices, reports, information or other deliverables required to be delivered
to such Non-Lead Securitization Noteholder or Non-Controlling Pari Passu Noteholder pursuant to this Agreement or the Servicing
Agreement by the Lead Securitization Noteholder (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


 



    	21 



     


    

 


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 the related Non-Lead Master Servicer and the related Non-Lead Special Servicer, the Lead Securitization
Noteholder (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 Servicing Agreement.


 


“Non-Controlling
Pari Passu Noteholder Representative” shall have the meaning assigned to such term in the definition of “Non-Controlling
Pari Passu Noteholder”.


 


“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 any Senior Noteholder to make such payments free of any obligation or liability for withholding.


 


“Non-Lead
Asset Representations Reviewer” shall mean the “asset representations reviewer” under any Non-Lead Securitization
Servicing Agreement.


 


“Non-Lead
Certificate Administrator” shall mean the “certificate administrator” under any Non-Lead Securitization
Servicing Agreement.


 


“Non-Lead
Custodian” shall mean the “custodian” under any Non-Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	22 



     


    



 


“Non-Lead Securitization
Servicing Agreement” shall mean the Note A-2 Pooling and Servicing Agreement or the Note A-3 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 Non-Lead
Securitization designated as the “controlling class” pursuant to the related Non-Lead Securitization Servicing Agreement
or their duly appointed representative; provided that if 50% or more of the class of securities issued in any Non-Lead Securitization
designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights
of the “Controlling Noteholder” 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 related Non-Lead Securitization Subordinate Class Representative.


 


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


 


“Non-Lead Servicer”
shall mean any Non-Lead Master Servicer or Non-Lead Special Servicer, as applicable.


 


“Non-Lead Special
Servicer” shall mean any “special servicer” under a Non-Lead Securitization.


 


“Non-Lead Trustee”
shall mean any “trustee” under a Non-Lead Securitization.


 


“Non-Monetary
Default” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Cure Period” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Notice” shall have the meaning assigned to such term in Section 11(d).


 


“Nonrecoverable
Property Protection Advance” shall mean:


 


Any Property Protection
Advance previously made or proposed to be made in respect of the Mortgage Loan or REO Property which, in the reasonable judgment
of the Master Servicer, the Special Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together with
any accrued and unpaid interest thereon, at the Reimbursement Rate, from Late Collections or any other recovery on or in respect
of the Mortgage Loan or REO Property. In making such recoverability determination, such Person will be entitled (a) to consider
(among other things) (i) the obligations of the Mortgage Loan Borrower under the terms of the Mortgage Loan as it may have
been modified and (ii) the Mortgaged Property in its “as-is” or then current conditions and occupancies, as modified
by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer
or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility
and effects of future adverse change with respect to such Mortgaged Property, (b) to estimate and consider (consistent with the
Servicing Standard in the case of the


 



    	23 



     


    

 


Master Servicer or the Special Servicer or in its good faith business judgment in the case
of the Trustee, solely in its capacity as Trustee) (among other things) future expenses (c) to estimate and consider (consistent
with the Servicing Standard in the case of the Master Servicer and the Special Servicer or in its good faith business judgment
in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give
due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are
being deferred or delayed by the Master Servicer or the Trustee, in light of the fact that related proceeds are a source of recovery
not only for the Advance under consideration but also a potential source of recovery for such delayed or deferred Advance. In addition,
any Person, in considering whether a Property Protection Advance is a Nonrecoverable Property Protection Advance, will be entitled
to give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts with respect to other
Mortgage Loans that, at the time of such consideration, the reimbursement of which is being deferred or delayed by the Master Servicer,
in light of the fact that proceeds on the Mortgage Loan are a source of recovery not only for the Property Protection Advance under
consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts
which are or may be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations
at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent
with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the case of the Trustee
(solely in its capacity as Trustee), may obtain, promptly upon request from the Special Servicer at the expense of the Trust any
reasonably required analysis, Appraisals or market value estimates or other information for making a recoverability determination
(and, upon the reasonable request by the Trustee, Master Servicer or Special Servicer, as applicable, the Master Servicer and the
Special Servicer shall deliver any relevant Appraisals or market value estimates in its possession to the requesting party for
such purpose). Absent bad faith, the Master Servicer’s, Special Servicer’s or the Trustee’s determination as
to the recoverability of any Property Protection Advance shall be conclusive and binding on the Certificateholders and the Retained
Interest Owner. The determination by the Master Servicer, the Special Servicer or the Trustee, as the case may be, that it has
made a Nonrecoverable Property Protection Advance or that any proposed Property Protection Advance, if made, would constitute a
Nonrecoverable Property Protection Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s
Certificate delivered by either of the Special Servicer or Master Servicer to the other and to the Trustee, the Certificate Administrator,
the Controlling Class Representative, (but only prior to the occurrence of a Consultation Termination Event and only with respect
to any Mortgage Loan other than an applicable Excluded Loan) (and any Non-Lead Master Servicer), the Operating Advisor (but only
in the case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor and the Certificate Administrator (and any Non-Lead Master Servicer). The Special Servicer may, at its option,
make a determination in accordance with the Servicing Standard, that any Property Protection Advance previously made or proposed
to be made is a Nonrecoverable Property Protection Advance and shall deliver to the Master Servicer (and any Non-Lead Master Servicer),
the Trustee, the Certificate Administrator, the Operating Advisor and the 17g-5 Information Provider notice of such determination.
Any such determination shall be binding upon, the Master Servicer and the Trustee, provided, however, that the Special
Servicer shall not have any obligation to make an


 



    	24 



     


    

 


affirmative determination that any Property Protection Advance is or would be
recoverable; however, if the Special Servicer makes any such determination, such determination shall not be binding upon the Master
Servicer or the Trustee. In the absence of a determination by the Special Servicer that such Property Protection Advance is or
would be a Nonrecoverable Property Protection Advance, such decision shall remain with the Master Servicer or the Trustee, as applicable.
If the Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed Property Protection
Advance is a Nonrecoverable Property Protection Advance, the Master Servicer and the Trustee shall each have the right to make
its own subsequent determination that any remaining portion of any such previously made or proposed Property Protection Advance
is a Nonrecoverable Property Protection Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability
and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination
(which shall be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy status and
property inspections, and shall include any existing Appraisal with respect to the Mortgage Loan or the Mortgaged Property). The
Special Servicer shall promptly furnish any party required to make Property Protection Advances hereunder with any information
in its possession regarding the Specially Serviced Mortgage Loans and REO Properties as such party required to make Property Protection
Advances may reasonably request for purposes of making recoverability determinations. The Trustee shall be entitled to conclusively
rely on the Master Servicer’s or the Special Servicer’s, as the case may be, determination that a Property Protection
Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s
determination that a Property Protection Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary,
if the Special Servicer requests that the Master Servicer make a Property Protection Advance, the Master Servicer may conclusively
rely on such request as evidence that such advance is not a Nonrecoverable Property Protection Advance; provided, however,
that the Special Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect
to Property Protection Advances other than emergency advances (although such request may relate to more than one Property Protection
Advance).


 


“Note”
shall mean any of Note A-1, Note A-2, Note A-3, Note B-1, Note B-2, Note B-3 and Note B-4, as applicable.


 


“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 the Note A-1, together with its successors and assigns.


 


“Note A-1 Percentage
Interest” shall mean 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, the Note B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance and the Note B-4 Principal
Balance.


 


“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


 



    	25 



     


    

 


Schedule, less any payments of principal thereon received by the Note A-1 Holder or reductions
in such amount pursuant to Sections 3, 4 or 5, as applicable.


 


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


 


“Note A-2 Holder”
shall mean the Initial Note A-2 Holder, or any subsequent holder of Note A-2, together with its successors and assigns.


 


“Note A-2 Percentage
Interest” shall mean 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, the Note B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance and the Note B-4 Principal
Balance.


 


“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 Sections 3, 4 or 5, as applicable.


 


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


 


“Note A-3 Holder”
shall mean the Initial Note A-3 Holder, or any subsequent holder of Note A-3, together with its successors and assigns.


 


“Note A-3 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-3 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, the Note B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance and the Note B-4 Principal
Balance.


 


“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 Sections 3, 4 or 5, as applicable.


 


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


 


“Note B-1 Holder”
shall mean the Initial Note B-1 Holder, or any subsequent holder of the Note B-1, together with its successors and assigns.


 


“Note B-1 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-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, the Note B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance and the Note B-4 Principal
Balance.


 


“Note B-1 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note B-1 Principal
Balance set forth on the Mortgage Loan


 



    	26 



     


    

 


Schedule, less any payments of principal thereon received by the Note B-1 Holder or reductions
in such amount pursuant to Sections 3, 4 or 5, as applicable.


 


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


 


“Note B-2 Holder”
shall mean the Initial Note B-2 Holder, or any subsequent holder of Note B-2, together with its successors and assigns.


 


“Note B-2 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-2 Principal Balance
and the denominator of which is the sum of Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance,
the Note B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance and the Note B-4 Principal Balance.


 


“Note B-2 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note B-2 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note B-2 Holder or reductions
in such amount pursuant to Sections 3, 4 or 5, as applicable.


 


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


 


“Note B-3 Holder”
shall mean the Initial Note B-3 Holder, or any subsequent holder of Note B-3, together with its successors and assigns.


 


“Note B-3 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-3 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, the Note B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance and the Note B-4 Principal
Balance.


 


“Note B-3 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note B-3 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note B-3 Holder or reductions
in such amount pursuant to Sections 3, 4 or 5, as applicable.


 


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


 


“Note B-4 Holder”
shall mean the Initial Note B-4 Holder, or any subsequent holder of the Note B-4, together with its successors and assigns.


 


“Note B-4 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-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, the Note B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance and the Note B-4 Principal
Balance.


 


“Note B-4 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note B-4 Principal
Balance set forth on the Mortgage Loan


 



    	27 



     


    

 


Schedule, less any payments of principal thereon received by the Note B-4 Holder or reductions
in such amount pursuant to Sections 3, 4 or 5, as applicable.


 


“Note Default
Interest Spread” shall mean a rate equal to the greater of (x) 300 basis points per annum in excess of the Interest
Rate otherwise applicable to such Note under the Mortgage Loan Agreement (y) 100 basis points per annum in excess of the Prime
Rate from time to time; provided, however, that if the weighted average of the Senior Note Default Rate and the Junior
Note Default Rate would exceed the maximum rate permitted by applicable law, the Note Default Interest Spread shall equal (i) the
rate at which the weighted average of the Senior Note Default Rate and the Junior Note Default Rate equals the maximum rate permitted
by applicable law minus (ii) the Mortgage Loan Rate.


 


“Note Pledgee”
shall have the meaning assigned to such term in Section 19(e).


 


“Note Rate”
shall mean any of the Senior Note Rate and the Junior Note, as applicable.


 


“Note Register”
shall have the meaning assigned to such term in Section 21.


 


“Noteholder”
shall mean any of the Senior Noteholders and the Junior Noteholders, as applicable.


 


“Noteholder
Purchase Notice” has the meaning assigned to such term in Section 12.


 


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


 


“Operating Advisor
Fee Rate” shall mean, with respect to each Interest Accrual Period related to any applicable Distribution Date, a per
annum rate not to exceed 0.005% (0.5 basis points); provided, that at any time there is no Operating Advisor, the Operating
Advisor Fee Rate shall be zero.


 


“Periodic Payment”
shall mean the scheduled monthly payment of principal and/or interest on the Mortgage Loan, including any Balloon Payment, that
is payable (as the terms of the Mortgage Loan may be changed or modified in connection with a bankruptcy or similar proceedings
involving the Mortgage Loan Borrower or by reason of a modification, extension, waiver or amendment granted or agreed to pursuant
to the terms hereof) by the Mortgage Loan Borrower from time to time under the Mortgage Note and applicable law, without regard
to any acceleration of principal of the Mortgage Loan by reason of default thereunder.


 


“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 a 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 $500,000,000
and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 






    	28 



     


    

 


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


 


“Pledge”
shall have the meaning assigned to such term in Section 19(e).


 


“Prepayment
Premium” shall mean, with respect to the Mortgage Loan, any prepayment premium, spread maintenance premium, yield maintenance
premium or similar fee required to be paid in connection with a prepayment of the Mortgage Loan pursuant to the Mortgage Loan Documents,
including any exit fee.


 


“Prime Rate”
shall mean the “Prime Rate” as published in the “Money Rates” section of the New York City edition of The
Wall Street Journal (or, if such section or publication is no longer available, such other comparable publication as determined
by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate”
no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may
be in effect from time to time.


 


“Principal Balance”
shall mean any of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note B-1
Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance and the Note B-4 Principal Balance, as applicable.


 


“Pro Rata and
Pari Passu Basis” shall mean (a) with respect to the Senior Notes and the related Noteholders, the allocation of any
particular payment, collection, cost, expense, liability or other amount between such Notes or such Noteholders, as the case may
be, without any priority of any such Note or any such Noteholder over another such Note or Noteholder, as the case may be, and
in any event such that each Note or Noteholder, as the case may be, is allocated its respective Percentage Interest of such particular
payment, collection, cost, expense, liability or other amount, and (b) with respect to the Junior Notes and the related Noteholders,
the allocation of any particular payment, collection, cost, expense, liability or other amount between such Notes or such Noteholders,
as the case may be, without any priority of any such Note or any such Noteholder over another such Note or Noteholder, as the case
may be, and in any event such that each Note or Noteholder, as the case may be, is allocated its respective Percentage Interest
of such particular payment, collection, cost, expense, liability or other amount.


 


“Property Protection
Advances” shall mean all customary, reasonable and necessary “out of pocket” costs and expenses (including
attorneys’ fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate
Administrator, or the Trustee, as applicable, in connection with the servicing and administering of (a) the Mortgage Loan
(and the Companion Loans) in respect of which a default, delinquency or other unanticipated event has occurred or as to which a
default is reasonably foreseeable or (b) an REO Property, including, in the case of each of clause (a) and clause (b),
but not limited to, (x) the cost of (i) compliance with the Master Servicer’s obligations set forth in Section 3.03(c)
of the Servicing Agreement, (ii) the preservation, restoration and protection of a Mortgaged Property, (iii) obtaining
any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature described in clauses (i) –
(vi) of the definition of “Liquidation


 



    	29 



     


    

 


Proceeds,” (iv) any enforcement or judicial proceedings with respect
to the Mortgaged Property, including foreclosures and (v) the operation, leasing, management, maintenance and liquidation
of any REO Property and (y) any amount specifically designated herein to be paid as a “Property Protection Advance”.
Notwithstanding anything to the contrary, “Property Protection Advances” shall not include allocable overhead of the
Master Servicer or the Special Servicer, such as costs for office space, office equipment, supplies and related expenses, employee
salaries and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection
with its purchase of a Mortgage Loan or REO Property. None of the Master Servicer, the Special Servicer or the Trustee shall make
any Property Protection Advance in connection with the exercise of any cure rights or purchase rights granted to the holders of
the Companion Loans under this Agreement or the Servicing Agreement.


 


“Purchase Price”
shall mean:


 


With respect to Note
A-1 (or any related REO Loan) (including, to the extent required pursuant to the final paragraph hereof, each related Companion
Loan) to be purchased pursuant to (A) Section 6 of the Mortgage Loan Purchase Agreement by the Initial Note A-1 Holder,
(B) Section 3.16 of the Servicing Agreement, or (C) Section 9.01 of the Servicing Agreement,
a price, without duplication, equal to:


 


(i)        the
outstanding principal balance of Note A-1 (or any related REO Loan (including for such purpose, to the extent required pursuant
to the final paragraph hereof, each Companion Loan)) as of the date of purchase; plus


 


(ii)       all
accrued and unpaid interest on Note A-1 (or any related REO Loan (including for such purpose, to the extent required pursuant to
the final paragraph hereof, each Companion Loan)), at the Senior Note Rate in effect from time to time (excluding any portion of
such interest that represents Default Interest), to, but not including, the Monthly Payment Date immediately preceding or coinciding
with the Determination Date for the Collection Period of purchase; plus


 


(iii)      all
related unreimbursed Property Protection Advances (including any Property Protection Advances and advance interest amounts that
were reimbursed out of general collections on the mortgage loans included in the Lead Securitization Trust); plus


 


(iv)      all
accrued and unpaid advance interest amounts in respect of related Advances; plus


 


(v)       any
unpaid Special Servicing Fees, unpaid Asset Representations Reviewer Fees and any other unpaid additional trust fund expenses (which,
for the avoidance of doubt, include any unpaid Workout Fees and Liquidation Fees) outstanding or previously incurred in respect
of Note A-1, and if Note A-1 is being purchased by the Initial Note A-1 Holder pursuant to the Mortgage Loan Purchase Agreement,
all expenses incurred or to be incurred by the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Depositor,


 



    	30 



     


    

 


the Certificate Administrator and the Trustee in respect of the Breach or Material Defect giving rise to the repurchase or substitution
obligation (to the extent not otherwise included in the amount described in clause (iii) above);


 


(vi)      if
the Initial Note A-1 Holder repurchases or substitutes for Note A-1, any related Asset Representations Reviewer Asset Review Fee
to the extent no previously paid by the Initial Note A-1 Holder; plus


 


(vii)     if the Initial Note A-1 Holder repurchases or substitutes for Note A-1 more than 90 days following the earlier of the responsible
party’s discovery or receipt of notice of the subject material breach or material document defect, as the case may be, a
Liquidation Fee.


 


Solely with respect to
the Mortgage Loan, “Purchase Price” shall mean the amount calculated in accordance with the preceding sentence
in respect of the Mortgage Loan, including, for such purposes, Note A-1 and each Companion Loan. With respect to any REO Property
to be sold pursuant to Section 3.16(b) of the Servicing Agreement, “Purchase Price” shall mean the
amount calculated in accordance with the second preceding sentence in respect of the related REO Loan (including each Companion
Loan). With respect to any sale pursuant to Section 3.16(a)(ii) or Section 3.16(e) of the Servicing Agreement
or for purposes of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated between Note
A-1 and each Companion Loan in accordance with, and shall be equal to the amount provided pursuant to, the provisions of this Agreement.
Notwithstanding the foregoing, with respect to any repurchase pursuant to subclause (A) and subclause (C) hereof,
the “Purchase Price” shall not include any amounts payable in respect of any related Companion Loan.


 


“Qualified Institutional
Lender” shall mean each of the Initial Noteholders, Goldman Sachs Mortgage Company and any other Person that is:


 


(a)       an
entity Controlled (as defined below) by, under common Control with or Controlling any of the Initial Senior Noteholders, the Initial
Junior Noteholders or any Affiliate thereof, or


 


(b)       one
or more of the following:


 


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


 


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


 


(iii)      a
Qualified Trustee (or in the case of a CDO, a single purpose bankruptcy remote entity which contemporaneously assigns or pledges
its Junior


 



    	31 



     


    

 


Note, or a participation interest therein (or any portion thereof) to 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, any or all of any Junior Note (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 which 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 a Junior Note 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 Junior Note 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), (iii), (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) the Senior Noteholders or the Junior Noteholders, as applicable, (B) a person that is otherwise
a Qualified Institutional Lender under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities
referred to in clause (i) or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund
manager responsible for the day-to-day management and operation of such investment vehicle and provided that at least 50% of the
equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified
Institutional Lenders (without regard to the capital surplus/equity and total asset requirements set forth below in the definition),
or


 


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


 


in the case of any entity referred to in
clause (b)(i), (b)(ii), (b)(iii)(a), (b)(iv)(B) or (b)(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, asset manager or similar fiduciary) and
at least $600,000,000 in total assets (in name or under management), and (y) is regularly engaged in the business of making or
owning commercial real estate loans (or interests therein) similar to the Mortgage Loan (or mezzanine loans with respect thereto)
or owning or operating commercial real estate properties; provided that, in the case of the entity described in clause (iv) (B)
above,


 



    	32 



     


    

 


the requirements of this clause (y) may be satisfied by a general partner, managing member, or the fund manager responsible
for the day-to-day management and operation of such entity, or


 


(c)       any
entity Controlled (as defined below) 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.


 


For purposes of this
definition only, “Control” means 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 “Controlling” have the meaning correlative thereto).


 


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


 


“Rating Agencies”
shall mean any of (a) S&P, (b) Moody’s, (c) Fitch, (d) DBRS, (e) KBRA and (f) Morningstar or, (g) 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 the Depositor or Non-Lead Depositor to rate the securities issued in connection with the
Securitization of any Senior Note; provided, however, that, at any time during which any Senior Note is an asset of one or more
Securitizations, “Rating Agencies” or “Rating Agency” shall mean with respect to any Senior Note, only
those rating agencies that are engaged by the Depositor or Non-Lead Depositor, as applicable, from time to time to rate the securities
issued in connection with the Securitization of such Note.


 


“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 Servicing Agreement including any deemed Rating Agency Confirmation.


 


“Recovered Costs”
shall mean any amounts referred to in clauses (d) and/or (e) of the definition of “Defaulted Mortgage Loan Purchase Price”
that, at the time of determination, had been previously paid or reimbursed to any Servicer from sources other than collections
on or


 



    	33 



     


    

 


in respect of the Mortgage Loan or the Mortgaged Property (including, without limitation, from collections on or in respect
of loans other than the Mortgage Loan).


 


“Redirection
Notice” shall have the meaning assigned to such term in Section 19(e).


 


“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.


 


“Reimbursement
Rate”: The rate per annum applicable to the accrual of interest on Property Protection Advances in accordance
with Section 3.03(d) of the Servicing Agreement and P&I Advances in accordance with Section 4.03(d)
of the Servicing Agreement, which rate per annum shall equal the Prime Rate.


 


“REMIC”
shall mean a real estate mortgage investment conduit within the meaning of Section 860D(a) of the Code.


 


“REMIC Provisions”
shall mean provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of subchapter M of Chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed
regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


 


“REO Property”
shall mean the Mortgaged Property if acquired by the Special Servicer on behalf of, and in the name of, the Trustee or a nominee
thereof for the benefit of the Certificateholders (and the related Companion Holders, subject to this Agreement) and the Retained
Interest Owner to the extent set forth herein and the Trustee (as holder of the Lower-Tier Regular Interests) through foreclosure,
acceptance of a deed in lieu of foreclosure or otherwise in accordance with applicable law in connection with the default or imminent
default of the Mortgage Loan. For the avoidance of doubt, REO Property, to the extent allocable to a Companion Loan, shall not
be an asset of the Lead Securitization Trust or any Trust REMIC.


 


“REO Revenues”
shall mean all income, rents and profits derived from the ownership, operation or leasing of any REO Property.


 


“Repurchase
Request” shall mean:


 


(i)        a
written request from the Initial Requesting Holder to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Certificate Registrar, the Operating Advisor (solely in its capacity as the Operating Advisor) or
the Custodian that a Mortgage Loan be repurchased by the Mortgage Loan Seller alleging the existence of a Material Defect with
respect to such Mortgage Loan and setting forth the basis for such allegation (an “Owner Repurchase Request”);
or


 






    	34 



     


    

 


(ii)       in
the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor (solely in its capacity as Operating Advisor) has knowledge of a Material Defect with respect to Note A-1, that party shall
deliver prompt written notice of such Material Defect to each other party to the Servicing Agreement, identifying the applicable
Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request”, and each of
an Owner Repurchase Request or a PSA Party Repurchase Request, a “Repurchase Request”).


 


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


 


“Resolution
Failure” shall mean that in the event the Repurchase Request is not Resolved within 180 days after the Initial Note A-1
Holder receives the Repurchase Request (a “Resolution Failure”) shall be deemed to have occurred.


 


“Restricted
Mezzanine Holder” shall mean a holder of a related mezzanine loan that has been accelerated or as to which the mezzanine
lender has initiated foreclosure proceedings or enforcement proceedings against the equity collateral pledged to secure such mezzanine
loan.


 






    	35 



     


    

 


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


 


“Securitization”
shall mean one or more sales by the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder of all or a portion of such Senior
Note to a depositor, who will in turn include such portion of such Senior 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 Lead Securitization Note or portion thereof is
consummated.


 


“Securitization
Operating Advisor” shall mean the operating advisor under the Servicing Agreement, if any.


 


“Senior Notes”
shall mean any of Note A-1, Note A-2 and Note A-3, as applicable.


 


“Senior Note
Default Rate” shall mean a rate per annum equal to the Senior Note Rate plus the Note Default Interest Spread.


 


“Senior Noteholder”
shall mean each Initial Senior Noteholder, or any subsequent holder of any Senior Note, together with their successors and assigns.


 


“Senior Note
Percentage Interest” shall mean, with respect to the Note A-1 Holder, the Note A-1 Percentage Interest, with respect
to the Note A-2 Holder, the Note A-2 Percentage Interest and with respect to the Note A-3 Holder, the Note A-3 Percentage Interest,
as each may be adjusted from time to time.


 


“Senior Note
Principal Balance” shall mean, at any time of determination, the Initial Senior Note Balance set forth on the Mortgage
Loan Schedule, less any payments of principal thereon received by the Senior Noteholders or reductions in such amount pursuant
to Section 3, 4 or 5, as applicable.


 


“Senior Note
Rate” shall mean the Senior Note Rate set forth on the Mortgage Loan Schedule.


 


“Senior Note
Relative Spread” shall mean the ratio of the Senior Note Rate to the Mortgage Loan Rate.


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which any Senior Note is held.


 


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan, any
other Event of Default for which the Mortgage Loan is actually accelerated or any other Event of Default which causes the Mortgage
Loan to become a Specially Serviced Mortgage Loan, or any bankruptcy or insolvency event that constitutes an Event of Default;
provided, however, that unless the Servicer under the Servicing Agreement has notice or knowledge of such event at
least ten (10) Business Days prior to the


 



    	36 



     


    

 


applicable distribution date, distributions will be made sequentially beginning on the
subsequent distribution date; provided, further, that the aforementioned requirement of notice or knowledge will
not apply in the case of distribution of the final proceeds of a liquidation or final disposition of the Mortgage Loan. A Sequential
Pay Event shall no longer exist to the extent it has been cured (including, without limitation, pursuant to any cure payment made
by the Junior Noteholders in accordance with Section 11) and shall not be deemed to exist to the extent (x) any Junior Noteholder
is exercising its cure rights under Section 11 or (y) that the default that led to the occurrence of such Sequential Pay Event
has been otherwise cured.


 


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


 


“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 2017-GS6, Commercial Mortgage Pass-Through Certificates, Series 2017-GS6, by and among (a) the
Depositor, (b) the Master Servicer, (c) the Special Servicer, (d) the Certificate Administrator, (e) the Trustee, (f) the
Operating Advisor and (g) the Asset Representations Reviewer, and any other additional Persons that may be party to such pooling
and servicing agreement. The Servicing Standard in the Servicing Agreement shall require, among other things, that each Servicer,
in servicing the Mortgage Loan, must take into account the interests of each Noteholder (taking into account that the Junior Note
is subordinate to the Senior Note, subject to the terms of this Agreement). On or promptly following the Securitization Date, the
Initial Note A-1 Holder shall cause to be delivered to each Initial Junior Noteholder a copy of the Servicing Agreement via electronic
delivery to the Email address(es) provided on Exhibit B to this Agreement.


 


“Servicing Advances”
shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement
or Non-Lead Securitization Servicing Agreement, as applicable.


 


“Servicing Fee
Rate” shall have the meaning assigned to such term in the Servicing Agreement, or with respect to the Junior Note, 0.005%
per annum (0.5 basis points).


 


“Servicing Standard”
shall mean collectively that the Master Servicer and the Special Servicer shall service the Mortgage Loan in accordance with the
higher of the following standards of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence
with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans for
other third party portfolios and (2) the same care, skill, prudence and diligence with which the Master Servicer or the Special
Servicer, as the case may be, services and administers similar mortgage loans owned by the Master Servicer or the Special Servicer,
as the case may be, with a view to the (A) the timely recovery of all payments or principal and interest under the Mortgage Loan
or (B) in the case of a Specially Serviced Mortgage Loan or an REO Property, maximization of timely recovery of principal and interest
on a net present value basis on the Mortgage Loan, and the best interests of the Lead Securitization Trust, the Certificateholders,
the Retained Interest Owner and any related Companion Holder (as a collective whole as if such Certificateholders, the Retained
Interest Owner and the holder or holders of the related Companion Loan constituted a single lender,


 



    	37 



     


    

 


taking into account the subordinate
or pari passu nature of the related Companion Loan), as determined by the Master Servicer or the Special Servicer, as the
case may be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards of practice
of prudent, institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard
to any conflict of interest arising from: (i) any relationship that the Master Servicer, the Special Servicer, as the case
may be, or any Affiliate of the Master Servicer or the Special Servicer, as the case may be, may have with the Mortgage Loan Borrower
or any Affiliate of the Mortgage Loan Borrower, the Initial Note A-1 Holder, the originators or any other parties to this Agreement
or any Affiliate of the foregoing; (ii) the ownership of any Certificate (or any interest in any Companion Loan, mezzanine
loan, or subordinate debt relating to a Mortgage Loan) by the Master Servicer, the Special Servicer or any Affiliate of the Master
Servicer or the Special Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the
right of the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates to receive compensation for
its services and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing
or management for others of (a) the non-serviced mortgage loan and any related non-serviced companion loan or (b) any other mortgage
loans, subordinate debt, mezzanine loans or properties not covered by the Servicing Agreement or held by the Lead Securitization
Trust by the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the
Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, has extended to the Mortgage Loan Borrower
or an Affiliate of the Mortgage Loan Borrower (including, without limitation, any mezzanine financing); (vii) any option to
purchase the Mortgage Loan the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, may have;
and (viii) any obligation of the Master Servicer or the Special Servicer, or any of their respective Affiliates, to repurchase
or substitute for the Mortgage Loan as a mortgage loan seller (if the Master Servicer or the Special Servicer or any of their respective
Affiliates is a mortgage loan seller).


 


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


 


“Special Servicer”
shall mean Midland Loan Services, a Division of PNC Bank, National Association or its successor in interest, or any successor Special
Servicer appointed as provided in the Servicing Agreement, in each case, subject to the terms and provisions of this Agreement.


 


“Special Servicing
Fee” shall mean, with respect to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage
Loan), the fee payable to the Special Servicer pursuant to Section 3.11(b) of the Servicing Agreement.


 


“Special Servicing
Fee Rate” shall mean, with respect to any Specially Serviced Mortgage Loan or REO Property, a rate equal to (a) 0.25%
per annum or (b) if such rate in clause (a) would result in a Special Servicing Fee with respect to a Specially Serviced Mortgage
Loan or REO Property that would be less than $3,500 in any given month, then the Special Servicing Fee Rate for such month for
such Specially Serviced Mortgage Loan or REO Property shall be the higher per annum rate as would result in a Special Servicing
Fee equal to $3,500 for such month with respect to such Specially Serviced Mortgage Loan or REO Property.


 






    	38 



     


    

 


“Specially Serviced
Mortgage Loan” shall mean the Mortgage Loan as to which a Servicing Transfer Event has occurred and is continuing.


 


“Stated Principal
Balance” shall mean, as of any date of determination, an amount equal to (x) the Cut-off Date Principal Balance
of Note A-1 (or in the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance of Note A-1 after application
of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received)
minus (y) the sum of:


 


(i)        the
principal portion of each Periodic Payment due on Note A-1 after the Cut-off Date (or in the case of a Qualified Substitute Mortgage
Loan, the Monthly Payment Date in the related month of substitution), to the extent received from the Mortgage Loan Borrower or
advanced by the Master Servicer;


 


(ii)       all
Principal Prepayments received with respect to Note A-1 after the Cut-off Date (or in the case of a Qualified Substitute Mortgage
Loan, the Monthly Payment Date in the related month of substitution);


 


(iii)      the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on Note A-1) and Liquidation
Proceeds received with respect to Note A-1 after the Cut-off Date (or in the case of a Qualified Substitute Mortgage Loan, the
Monthly Payment Date in the related month of substitution); and


 


(iv)     any
reduction in the outstanding principal balance of Note A-1 resulting from a Deficient Valuation or a modification of Note A-1 pursuant
to the terms and provisions of the Servicing Agreement that occurred prior to the end of the Collection Period for the most recent
Distribution Date.


 


With respect to any REO
Loan that is a successor to Note A-1, as of any date of determination, an amount equal to (x) the Stated Principal Balance
of the predecessor Note A-1 as of the date of the related REO Acquisition, minus (y) the sum of:


 


(i)        the
principal portion of any P&I Advance made with respect to such REO Loan; and


 


(ii)       the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on Note A-1), Liquidation Proceeds
and REO Revenues received with respect to such REO Loan.


 


Note A-1 or an REO Loan
that is a successor to Note A-1 shall be deemed to be part of the Lead Securitization Trust and to have an outstanding Stated Principal
Balance until the Distribution Date on which the payments or other proceeds, if any, received in connection with a Liquidation
Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection with such Liquidation
Event, would have been) distributed to Certificateholders.


 






    	39 



     


    

 


With respect to each
Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion
Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall be the sum of the Stated
Principal Balances of Note A-1 and the related Companion Loans on such date.


 


With respect to any REO
Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance shall equal (x) the
Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition, minus (y) the
principal portion of any amounts allocable to the related Companion Loan in accordance with this Agreement.


 


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


 


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


 


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


 


“Transfer”
shall mean any sale, assignment, transfer, pledge, syndication, participation, hypothecation, contribution, encumbrance or other
disposition (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar
agreement, excluding a repurchase financing or a Pledge in accordance with Section 19(e)).


 


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


 


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


 


“Whole Loan
Directing Holder” shall mean as of any Determination Date and so long as a Junior Noteholder Control Appraisal Period
has not occurred and is not continuing, the Junior Operating Advisor on behalf of the Junior Noteholders. Notwithstanding the forgoing
or anything else to the contrary as set forth in this Agreement, the Junior Operating Advisor shall have the right to exercise
all rights of the Controlling Noteholder under this Agreement on behalf of all the Junior Noteholders.


 






    	40 



     


    

 


“Workout”
shall mean any written modification, waiver, amendment, restructuring or workout of the Mortgage Loan or the Note entered into
with the Mortgage Loan Borrower in accordance with the Servicing Agreement.


 


“Workout Fee
Rate” shall mean a rate equal to the lesser of (a) 1.0% with respect to any Corrected Loan, and (b) such lower rate as
would result in a Workout Fee of $1,000,000 when applied to each expected payment of principal and interest (other than Default
Interest) on the Mortgage Loan from the date the Mortgage Loan becomes a Corrected Loan through and including the then-related
maturity date (or if the rate in clause (a) above would result in a Workout Fee that would be less than $25,000 when applied to
each expected payment of principal and interest (other than Default Interest) on the Mortgage Loan from the date the Mortgage Loan
becomes a Corrected Loan through and including the then related maturity date, then the Workout Fee Rate shall be a rate equal
to such higher rate as would result in a Workout Fee equal to $25,000 when applied to each expected payment of principal and interest
(other than Default Interest) on the Mortgage Loan from the date the Mortgage Loan becomes a Corrected Loan through and including
the then related maturity date); provided that no Workout Fee will be payable by the Lead Securitization Trust with respect
to any Corrected Loan if and to the extent that the Corrected Loan became a Specially Serviced Mortgage Loan under clause (ii)
or clause (iii) of the definition of “Servicing Transfer Event” (and no other clause of that definition) and no event
of default actually occurs, unless the Mortgage Loan is modified by the special servicer in accordance with the terms of the Servicing
Agreement; provided, further that if the Mortgage Loan becomes a Specially Serviced Mortgage Loan only because of
an event described in clause (i) of the definition of “Servicing Transfer Event” as a result of a payment default at
maturity and the related collection of interest and principal is received within 90 days following the related maturity date in
connection with the full and final pay-off or refinancing of the Mortgage Loan, the special servicer will not be entitled to collect
a Workout Fee, but may collect and retain appropriate fees from the Mortgage Loan Borrower in connection with such workout. The
Workout Fee with respect to any Specially Serviced Mortgage Loan that becomes a Corrected Loan will be reduced by any Excess Modification
Fees paid by or on behalf of the Mortgage Loan Borrower with respect to the Mortgage Loan as described in the definition of “Excess
Modification Fees”, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation
Fee.


 


“Whole Loan
Custodial Account” shall mean the custodial account or subaccount established for the Mortgage Loan pursuant to the Servicing
Agreement.


 


Section 2.          Servicing.


 


(a)       Each
Noteholder acknowledges and agrees that, subject to this Agreement, the Mortgage Loan shall be serviced pursuant to this Agreement
and the Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal
or interest in respect of the Notes other than the Note A-1 (and any Non-Lead Master Servicer shall be required to advance monthly
payments of principal and interest on Note A-2 or Note A-3, as applicable, pursuant to the terms of the Non-Lead Securitization
Servicing Agreement) 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


 



    	41 



     


    

 


the Mortgage thereon, subject to the terms of the Servicing Agreement. Each Junior Noteholder acknowledges
that each Senior Noteholder may elect, in its sole discretion, to include its Senior Note in a Securitization and agrees that it
will reasonably cooperate with the applicable Senior Noteholder, at such Senior Noteholder’s, sole cost and expense (including,
without limitation, attorney’s fees), to effect such Securitization. Subject to the terms and conditions of this Agreement,
each Noteholder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer, Special Servicer and
the Trustee under the Servicing Agreement by the Depositor and agrees to reasonably cooperate with the Master Servicer and the
Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement and the terms and
provisions of this Agreement. Each Noteholder hereby appoints the Master Servicer, the Special Servicer and the Trustee in the
Lead Securitization as such Noteholder’s attorney-in-fact to sign any documents reasonably required with respect to the administration
and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Noteholders
set forth herein and in the Servicing Agreement). In no event shall the Servicing Agreement require the Servicer to enforce the
rights of any Noteholder against any other Noteholder or limit the Servicer in enforcing the rights of one Noteholder against any
other Noteholder; however, this statement shall not be construed to otherwise limit the rights of one Noteholder with respect to
any other Noteholder.


 


(b)       The
then Controlling Noteholder shall be entitled to exercise any notice and consent rights of the “directing holder,”
“directing certificateholder,” “controlling class,” “controlling class representative” or any
analogous class or holder under the Servicing Agreement except to the extent such Noteholder is expressly prohibited from exercising
such rights under the terms of this Agreement in its capacity as the Controlling Noteholder.


 


(c)        In
no event may the Servicing Agreement change the interest allocable to, or the amount or timing of any payments due to, the
Controlling Noteholder or materially increase the Controlling Noteholder’s obligations or materially decrease the Controlling
Noteholder’s rights, remedies or protections hereunder.


 


(d)       The
Servicing Agreement shall contain provisions to the effect that:


 


(i)        if
an event of default under the Servicing Agreement has occurred (A) with respect to the Master Servicer under the Servicing Agreement
that affects a Noteholder or any class of commercial mortgage securities backed by a Note or a participation interest in a Note,
and the Master Servicer is not otherwise terminated under the Servicing Agreement, then the Junior Noteholders or the Junior Operating
Advisor acting on behalf of the Junior Noteholders (if the Junior Noteholders are the Controlling Noteholder) shall be entitled
to direct the Trustee to appoint a sub-servicer solely with respect to the Mortgage Loan (or if the Mortgage Loan is currently
being sub-serviced, to replace the current sub-servicer, but only if such original sub-servicer is in default under the related
sub-servicing agreement); and (B) the appointment (or replacement) of a sub-servicer with respect to the Mortgage Loan, as contemplated
in clause (A) above, will in any event be subject to written confirmation from each Rating Agency that such appointment 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 any Securitization;


 






    	42 



     


    

 


(ii)       any
payments received on the Mortgage Loan shall be paid by the Master Servicer to each of the Noteholders on the “master servicer
remittance date” under the Servicing Agreement;


 


(iii)      the
Controlling Noteholder shall be entitled to receive, and the Master Servicer and the Special Servicer shall provide access to,
any information relating to the Mortgage Loan, the Mortgage Loan Borrower or the Mortgaged Property as the Controlling Noteholder
may reasonably request and is or would be customarily in the possession of, or collected or known by, the Master Servicer or the
Special Servicer of mortgage loans similar to the Mortgage Loan and, in any event, all information that is provided and that is
required to be provided to holders of the securities issued by the Lead Securitization Trust that includes other Notes but not
limited to standard CREFC reports and Asset Status Reports, provided that if an interest in the Controlling Noteholder or the related
Note is held by the Mortgage Loan Borrower or a Borrower Party Affiliate, then the Controlling Noteholder shall not be entitled
to receive the Asset Status Report or any other information relating to the Special Servicer’s workout strategy;


 


(iv)      each
Noteholder is an intended third party beneficiary in respect of the rights afforded it under the Servicing Agreement and may directly
enforce such rights;


 


(v)       the
Servicing Agreement may not be amended without the consent of each Noteholder if such amendment would materially and adversely
affect its rights thereunder; and


 


(vi)      the
Special Servicer appointed by the Junior Noteholders shall be named as the Special Servicer for the Mortgage Loan under the Servicing
Agreement as of the closing of the Lead Securitization, as long as such Special Servicer satisfies the requirements of the Servicing
Agreement.


 


(e)       Notwithstanding
anything to the contrary contained in this Agreement, any obligation of the Servicer pursuant to the terms hereof shall be performed
by the Master Servicer or the Special Servicer, as applicable, as set forth in the Servicing Agreement.


 


(f)        At
any time after the Securitization Date that the Lead Securitization Note is no longer subject to the provisions of the Servicing
Agreement, the Lead Securitization Noteholder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that
contains servicing provisions which are the same as or more favorable to the Junior Noteholders, in substance, to those in the
Servicing Agreement (including, without limitation, all applicable provisions relating to delivery of information and reports necessary
for any Non-Lead Securitization to comply with any applicable reporting requirements under the Securities Exchange Act of 1934,
as amended) and all references herein to the “Servicing Agreement” shall mean such subsequent servicing agreement;
provided, however, that if any Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation
shall have been obtained from each Rating Agency with respect to such subsequent servicing agreement; provided, further,
however, that until a replacement servicing agreement has been entered into, the Lead Securitization Noteholder shall cause
the Mortgage Loan to be serviced in accordance


 



    	43 



     


    

 


with the servicing provisions set forth in the Servicing Agreement as if such agreement
was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement servicing
agreement is in place, the actual servicing of the Mortgage Loan may be performed by any nationally recognized commercial mortgage
loan servicer appointed by Lead Securitization Noteholder and the special servicer appointed by the Controlling Noteholder and
does not have to be performed by the service providers set forth under the Servicing Agreement.


 


(g)       Each
Non-Lead Securitization Noteholder 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 Noteholder shall be responsible for its pro rata share of any Property Protection 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 Protection 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 Noteholder’s pro rata share of any such Nonrecoverable Property Protection
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 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 Noteholder’s pro rata share of any such Nonrecoverable Property
Protection 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 the
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


 



    	44 



     


    

 


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;


 


(iii)      the
related Non-Lead Certificate Administrator will be required to deliver to the Trustee, the Certificate Administrator, the Special
Servicer, the Master Servicer and the Operating Advisor (i) promptly following the Certificate Administrator’s receipt of
notice of the 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 Servicing Agreement shall also require delivery of a Rating Agency Confirmation under each 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.


 


(h)       The
Servicing Agreement shall provide that compensating interest payments as defined therein with respect to the Senior Notes will
be allocated by the Master Servicer among each Senior Note, pro rata, in accordance with their respective principal amounts.
The Master Servicer shall remit any compensating interest payment in respect of Note A-2 to the Note A-2 Holder and in respect
of Note A-3 to the Note A-3 Holder, as applicable.


 


(i)        In
the event any filing is required to be made by any Non-Lead Depositor under the related Non-Lead Securitization Servicing Agreement
in order to comply with the Non-Lead Depositor’s requirements under the Securities Exchange Act of 1934, as amended, the
related Non-Lead Securitization Noteholder (including the related Non-Lead Depositor and related Non-Lead Trustee) shall use commercially
reasonable efforts to timely comply with any such filing.


 


(j)        Each
Non-Lead Securitization Noteholder shall give each of the parties to the Servicing Agreement and the Junior Noteholders (that will
not also be a party to the related Non-Lead Securitization Servicing Agreement) notice of the Non-Lead Securitization in writing
(which may be by e-mail) promptly after the related Non-Lead Securitization Date. Such notice


 



    	45 



     


    

 


shall contain contact information
for each of the parties to the related Non-Lead Securitization Servicing Agreement. In addition, after the related Non-Lead Securitization
Date, the related Non-Lead Securitization Noteholder shall send a copy of the related Non-Lead Securitization Servicing Agreement
to each of the parties to the Servicing Agreement and the Junior Noteholders.


 


(k)       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 Non-Lead
Master Servicer, the Non-Lead Special Servicer and the Non-Lead Custodian).


 


Section 3.          Subordination
of Junior Notes; Payments Prior to a Sequential Pay Event. The Junior Notes and the rights of the Junior Noteholders to receive
payments of interest, principal and other amounts with respect to the Junior Notes shall at all times be junior, subject and subordinate
to the Senior Notes and the right of the Senior Noteholders to receive payments of interest, principal and other amounts with respect
to the Senior Notes as set forth herein. If no Sequential Pay Event, as determined by the applicable Servicer, shall have occurred
and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to
or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in
the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other
collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements
that are required 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, to the extent permitted by the REMIC Provisions) and any other amounts
paid by Mortgage Loan Borrower under 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 Advances then due and payable or reimbursable
to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Securitization
Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement,
shall be distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be
made at such times as are set forth in this Agreement):


 


(a)       first,
to each Senior Noteholder, pro rata, in an amount equal to the accrued and unpaid interest on the Senior Note Principal Balance
at the Net Senior Note Rate;


 






    	46 



     


    

 


(b)       second,
to each Senior Noteholder on a Pro Rata and Pari Passu Basis in an amount equal to the Senior Note Percentage Interests of principal
payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until the Senior Note Principal
Balance has been reduced to zero; provided, that with respect to any Insurance Proceeds or Condemnation Proceeds allocated
as principal on the Mortgage Loan and payable to the Noteholders pursuant to this Section 3, 100% of such Insurance Proceeds
and Condemnation Proceeds shall be distributed to each Senior Noteholder on a Pro Rata and Pari Passu Basis until the Senior Note
Principal Balance has been reduced to zero;


 


(c)       third,
to each Senior Noteholder on a Pro Rata and Pari Passu Basis up to the amount of any unreimbursed costs and expenses paid by such
Senior Noteholder including any Recovered Costs not previously reimbursed to such Noteholder (or paid or advanced by any Servicer
on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing
Agreement;


 


(d)       fourth,
to each Senior Noteholder on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the applicable Senior Note
Percentage Interest multiplied by (ii) the Senior Note Relative Spread, and (iii) any Prepayment Premium to the extent paid by
the Mortgage Loan Borrower;


 


(e)       fifth,
if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required
to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout, the Senior Note Principal Balance
has been reduced, such excess amount shall be paid to each Senior Noteholder, pro rata, in an amount up to the reduction, if any,
of the Senior Note Principal Balance as a result of such Workout, plus interest on such amount at the related Senior Note Rate;


 


(f)        sixth,
to each Junior Noteholder, pro rata, in an amount equal to the accrued and unpaid interest on the Junior Note Principal Balance
at the applicable Net Junior Note Rate;


 


(g)       seventh,
to each Junior Noteholder on a Pro Rata and Pari Passu Basis in an amount equal to the Junior Note Percentage Interest of principal
payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until the Junior Note Principal
Balance has been reduced to zero; provided, that with respect to any Insurance Proceeds or Condemnation Proceeds allocated
as principal on the Mortgage Loan and payable to the Noteholders pursuant to this Section 3, the portion of such Insurance
Proceeds and Condemnation Proceeds remaining after distribution to the Senior Notes pursuant to Section 3(b) above shall
be distributed to the Junior Noteholders until the Junior Note Principal Balance has been reduced to zero;


 


(h)       eighth,
to each Junior Noteholder on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the applicable Junior Note
Percentage Interest multiplied by (ii) the Junior Note Relative Spread and (iii) any Prepayment Premium to the extent paid by the
Mortgage Loan Borrower;


 






    	47 



     


    

 



(i)       ninth,
to the extent the Junior Noteholders have made any payments or advances to cure defaults pursuant to Section 11, to reimburse
the Junior Noteholders for all such cure payments;


 


(j)       tenth,
if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required
to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of the Junior
Note has been reduced, such excess amount shall be paid to the Junior Noteholders in an amount up to the reduction, if any, of
the Junior Note Principal Balance as a result of such Workout, plus interest on such amount at the Junior Note Rate;


 


(k)      eleventh,
to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied
under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any
Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to
the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be
paid to the Senior Noteholders, pro rata and the Junior Noteholders, pro rata based on the Senior Note Percentage Interests and
the Junior Note Percentage Interests, respectively; and


 


(l)       twelfth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to the Senior Noteholders and pro rata to the Junior
Noteholders in accordance with the Senior Note Percentage Interests and the Junior Note Percentage Interests, respectively.


 


Section
4.          Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in
accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer and
as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower
or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or
amounts realized as proceeds thereof (including without limitation amounts received by the Servicer pursuant to the Servicing
Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of Monthly Payments,
any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any
guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds
(other than proceeds, awards or settlements that are required 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, to the extent permitted
by the REMIC Provisions) and any other amounts paid by Mortgage Loan Borrower under the Mortgage Loan Documents, but excluding
(x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or
escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to
any Servicer under Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Securitization
Operating Advisor, Certificate Administrator or Trustee with respect to this Mortgage Loan pursuant to the Servicing


 






    	48 



     


    

 


Agreement
with respect to the Mortgage Loan, shall be distributed by the Servicer in the following order of priority without duplication
(and payments shall be made at such times as are set forth in this Agreement):


 


(a)      first,
to each Senior Noteholder, pro rata, in an amount equal to the accrued and unpaid interest on the Senior Note Principal Balance
at the Net Senior Note Rate;


 


(b)      second,
to each Senior Noteholder in an amount equal to all amounts allocated as principal on the Mortgage Loan, pro rata, based on the
outstanding Senior Note Principal Balance, until the Senior Note Principal Balance has been reduced to zero; provided,
that with respect to any Insurance Proceeds or Condemnation Proceeds allocated as principal on the Mortgage Loan and payable to
the Noteholders pursuant to this Section 4, 100% of such Insurance Proceeds and Condemnation Proceeds shall be distributed
to each Senior Noteholder on a Pro Rata and Pari Passu Basis until the Senior Note Principal Balance has been reduced to zero;


 


(c)      third,
to each Senior Noteholder on a Pro Rata and Pari Passu Basis up to the amount of any unreimbursed costs and expenses paid by such
Senior Noteholder including any Recovered Costs not previously reimbursed to such Senior Noteholder (or paid or advanced by any
Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or
the Servicing Agreement;


 


(d)      fourth,
to each Senior Noteholder on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the applicable Senior Note
Percentage Interest multiplied by (ii) the Senior Note Relative Spread, and (iii) any Prepayment Premium to the extent paid by
the Mortgage Loan Borrower;


 


(e)      fifth,
if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required
to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout, the Senior Note Principal Balance
has been reduced, such excess amount shall be paid to the Senior Noteholder, pro rata, in an amount up to the reduction, if any,
of the Senior Note Principal Balance as a result of such Workout, plus interest on such amount at the related Senior Note Rate;


 


(f)       sixth,
to the extent the Junior Noteholders have made any payments or advances to cure defaults pursuant to Section 11, to reimburse
the Junior Noteholders for all such cure payments;


 


(g)      seventh,
to each Junior Noteholder, pro rata, in an amount equal to the accrued and unpaid interest on the Junior Note Principal Balance
at the applicable Net Junior Note Rate;


 


(h)      eighth,
to each Junior Noteholder in an amount equal to all amounts allocated as principal on the Mortgage Loan, pro rata, based on the
outstanding Junior Note Principal Balance, until the Junior Note Principal Balance has been reduced to zero; provided,
that with respect to any Insurance Proceeds or Condemnation Proceeds allocated as principal on the Mortgage Loan and payable to
the Noteholders pursuant to this Section 4, the portion of such Insurance Proceeds and Condemnation Proceeds remaining
after distribution to the Senior Notes


 






    	49 



     


    

 


pursuant to Section 4(b) above shall be distributed to the Junior Noteholders until
the Junior Note Principal Balance has been reduced to zero;


 


(i)       ninth,
to each Junior Noteholder on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the applicable Junior Note
Percentage Interest multiplied by (ii) the Junior Note Relative Spread and (iii) any Prepayment Premium to the extent paid by
the Mortgage Loan Borrower;


 


(j)       tenth,
if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required
to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout, the Junior Note Principal Balance
has been reduced, such excess amount shall be paid to the Junior Noteholders in an amount up to the reduction, if any, of the
Junior Note Principal Balance as a result of such Workout, plus interest on such amount at the Junior Note Rate;


 


(k)      eleventh,
to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied
under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any
Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to
the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be
paid to each Senior Noteholder, pro rata and each Junior Noteholder, pro rata, based on the Senior Note Percentage Interests and
the Junior Note Percentage Interests, respectively; and


 


(l)       twelfth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Senior Noteholder and each Junior Noteholder
in accordance with the Senior Note Percentage Interests and the Junior Note Percentage Interests, respectively.


 


Section
5.          Administration of the Mortgage Loan.


 


(a)      Subject
to this Agreement (including, without limitation, Section 5(f) below) and the Servicing Agreement, and consistent with the Servicing
Standard, the Lead Securitization Noteholder (or any Servicer acting on behalf of the Lead Securitization Noteholder) shall have
the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the
Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents
or consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call
or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy and no other Noteholder
shall have any voting, consent or other rights whatsoever with respect to the Lead Securitization Noteholder’s administration
of, or exercise of its rights and remedies with respect to, the Mortgage Loan except as set forth in this Agreement and the Servicing
Agreement including the rights of the Junior Noteholders in their capacity as the Controlling Noteholder to consent to the Major
Decisions set forth in this Agreement. Subject to this Agreement and the Servicing Agreement (including, without limitation, Section
5(f) below), and consistent with the Servicing Standard,


 






    	50 



     


    

 


each Junior Noteholder agrees that it shall have no right to, and hereby
presently and irrevocably assigns and conveys to the Lead Securitization Noteholder (or any Servicer acting on behalf of the Lead
Securitization Noteholder) the rights, if any, that such Junior Noteholder has to, (i) call or cause the Lead Securitization Noteholder
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 Noteholder to file any bankruptcy petition
against the Mortgage Loan Borrower. The Lead Securitization Noteholder (or any Servicer acting on behalf of the Lead Securitization
Noteholder) shall not have any fiduciary duty to the Note A-2 Holder, the Note A-3 Holder or the Junior Noteholder in connection
with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Noteholder from the
obligation to make any disbursement of funds as set forth herein).


 


Subject
to Section 11 and Section 12 hereof, upon the Mortgage Loan becoming a Defaulted Mortgage Loan, each Non-Lead Securitization
Noteholder hereby acknowledges the right and obligation of the Lead Securitization Noteholder (or the Special Servicer acting
on behalf of the Lead Securitization Noteholder) 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 Servicing Agreement. In connection with any such sale
(and subject to Section 11 and Section 12 hereof), 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 Servicing Agreement and shall require
that all offers be submitted to the Trustee in writing. Whether any cash offer constitutes a fair price for the Senior Notes shall
be determined by the Trustee; provided, that no offer from an Interested Person shall constitute a fair price unless (i)
it is the highest offer received and (ii) at least two bona fide other offers are received from independent third parties. In
determining whether any offer received represents a fair price for the Senior Notes, the Trustee shall be supplied with and shall
rely on the most recent Appraisal or updated Appraisal conducted in accordance with the Servicing Agreement within the preceding
nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal. The Trustee shall select the appraiser conducting
any such new Appraisal. In determining whether any such offer constitutes a fair price for the Senior Notes, the Trustee shall
instruct the appraiser to take into account (in addition to the results of any Appraisal or updated Appraisal that it may have
obtained pursuant to the Servicing Agreement), as applicable, among other factors, the period and amount of any delinquency on
the affected the Senior Notes, the occupancy level and physical condition of the related Mortgaged Property and the state of the
local economy. The Trustee may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real
estate matters retained by the Trustee at the expense of the Noteholders in connection with making such determination. Notwithstanding
the foregoing, the Lead Securitization Noteholder (or the Special Servicer acting on its behalf) shall not be permitted to sell
the Senior Notes if they become a Defaulted Mortgage Loan without the written consent of the Non-Controlling Pari Passu Noteholder
(provided that such consent is not required if the Non-Controlling Pari Passu Noteholder is the Mortgage Loan Borrower
or an affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered to the Non-Controlling Pari Passu Noteholder:
(a) at least 15 Business Days’ prior written notice of any decision to attempt to sell the Senior Notes; (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


 






    	51 



     


    

 


proposed sale date,
a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicing File reasonably requested by the
Non-Controlling Pari Passu Noteholder that are material to the price of the Senior Notes 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 Controlling Class Representative)
prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other
documents that are approved by the Special Servicer in connection with the proposed sale; provided, that such Non-Controlling
Pari Passu Noteholder may waive any of the delivery or timing requirements set forth in this sentence. Subject to the terms of
the Servicing Agreement, each of the Controlling Noteholder, the Controlling Class Representative, the Junior Noteholders, the
Non-Controlling Noteholder (or any controlling class representative or directing holder on its behalf under the Non-Lead Securitization
Servicing Agreement) shall be permitted to bid at any sale of the Senior Notes unless such Person is the Mortgage Loan Borrower
or an agent or Affiliate of the Mortgage Loan Borrower.


 


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


 


The
authority and obligation of the Lead Securitization Noteholder to sell the Non-Lead Securitization Note, and the obligations of
the Non-Lead Securitization Noteholder to execute and deliver instruments or deliver the Non-Lead Securitization Note upon request
of the Lead Securitization Noteholder, 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 Lead Securitization Trust in connection
with a material breach of representation or warranty made by the Initial Note A-1 Holder with respect to Lead Securitization Note
or material document defect with respect to the documents delivered by the Initial Note A-1 Holder with respect to the Lead Securitization
Note upon the consummation of the Lead Securitization. The preceding sentence shall not be construed to grant to the Non-Lead
Securitization Noteholder the benefit of any representation or warranty made by the Initial Note A-1 Holder or any document delivery
obligation imposed on the 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 the 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 Servicing Agreement. Each Noteholder agrees to
be bound by the terms of this Agreement and the Servicing Agreement. The Lead Securitization Noteholder (or the Servicer on its
behalf) shall service the Mortgage Loan in accordance with the terms of this


 






    	52 



     


    

 


Agreement, including without limitation, the rights
of the Junior Noteholders set forth in Section 5(f) below and consistent with the Servicing Standard. Servicing of the
Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan, by
the Special Servicer, in each case pursuant to the Servicing Agreement and consistent with the Servicing Standard. Notwithstanding
anything to the contrary contained herein, in accordance with the Servicing Agreement, the Lead Securitization Noteholder shall
cause the Master Servicer and the Special Servicer to service and administer the Mortgage Loan in accordance with the Servicing
Standard, taking into account the interests of each of the Noteholders as a collective whole (it being understood that the interest
of the Junior Noteholders is subordinate to the interest of the Senior Noteholders, subject to the terms and conditions of this
Agreement, including without limitation the rights of the Controlling Noteholder), and any Junior Noteholder who is not the Mortgage
Loan Borrower or a Borrower Party Affiliate shall be deemed a third party beneficiary of such provisions of the Servicing Agreement.
The foregoing provisions of this Section 5(b) shall not limit or modify the rights of the Controlling Noteholder and/or
the Junior Operating Advisor to exercise their respective rights specifically set forth under this Agreement.


 


(c)       Notwithstanding
anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement and this Agreement
(including, without limitation, Sections 5(f) and 6), if the Lead Securitization Noteholder in connection with a
Workout of the Mortgage Loan modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage Loan is decreased,
(ii) the Interest Rate or scheduled amortization payments on such Mortgage Loan are reduced, (iii) payments of interest or principal
on such Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment (other than an increase in the Interest Rate
or increase in scheduled amortization payments) is made to any of the terms of the Mortgage Loan, all payments to the Senior Noteholders
pursuant to Section 3 and Section 4, as applicable, shall be made as though such Workout did not occur, with the payment terms
of the Senior Notes remaining the same as they are on the date hereof, the full economic effect of all waivers, reductions or
deferrals of amounts due on the Mortgage Loan attributable to such Workout shall be borne by the Junior Noteholders (up to the
amount otherwise due on the Junior Notes). Subject to the Servicing Agreement and this Agreement (including without limitation
Sections 5(f) and 6), in the case of any modification or amendment described above, the Lead Securitization Noteholder will have
the sole authority and ability to revise the payment provisions set forth in Section 3 and Section 4 above in a manner that reflects
the subordination of the Junior Notes to the Senior Notes with respect to the loss that is the result of such amendment or modification,
including: (i) the ability to increase the Senior Note Percentage Interest and to reduce the Junior Note Percentage Interest in
a manner that reflects a loss in principal as a result of such amendment or modification and (ii) the ability to change the Senior
Note Rate and the Junior Note Rate, as applicable, in order to reflect a reduction in the Interest Rate of the Mortgage Loan but
shall not be permitted to change the order of the clauses set forth in Sections 3 and 4 hereof. Notwithstanding the foregoing,
if any Workout, modification or amendment of the Mortgage Loan extends the original maturity date of the Mortgage Loan, for purposes
of this paragraph, the Balloon Payment will be deemed not to be due on the original maturity date of the Mortgage Loan but will
be deemed due on the extended maturity date of the Mortgage Loan.


 






    	53 



     


    

 


(d)       All
rights and obligations of the Lead Securitization Noteholder described hereunder may be exercised by the Servicers on behalf of
the Lead Securitization Noteholder in accordance with the Servicing Agreement and this Agreement. The Controlling Noteholder shall
be provided access to any website that a Privileged Person (other than a Rating Agency) would be permitted to access in accordance
with the procedures set forth in the Servicing Agreement, it being understood and agreed that the Controlling Noteholder is subject
to any restrictions on the access to such websites contained in the Servicing Agreement.


 


(e)       If
any Note is included as an asset of a REMIC, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage
Loan shall be administered such that the Notes shall each 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 Noteholders 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 interests
of the Noteholders 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 Noteholders
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 months after the earliest startup day of any REMIC which includes the Lead Securitization Note (or any portion thereof).
The Noteholders agree that the provisions of this Section 5(e) shall be effected by compliance by the Lead Securitization Noteholder
or its assignees with this Agreement or the Servicing Agreement or any other agreement which governs the administration of the
Mortgage Loan or the Lead Securitization Noteholder’s interests therein. All costs and expenses of compliance with this
Section 5(e), to the extent that such costs and expenses relate to administration of a REMIC or to any determination respecting
the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, shall
be borne by the Senior Noteholders on a Pro Rata and Pari Passu Basis.


 


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


 


(f) (i) Subject
to clauses (ii) and (iii) below, prior to the Lead Securitization Noteholder or Servicer taking any consent, modification, amendment
or waiver under or taking any other action in respect of a Mortgage, the Mortgage Loan or the Mortgage Loan Documents (whether
or not a Servicing Transfer Event has occurred and is continuing) that would constitute 


 






    	54 



     


    

 


a
Major Decision, the Servicer shall provide the Controlling Noteholder (or its Junior Operating Advisor) with at least ten
(10) Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) prior notice requesting
consent to the requested Major Decision. Neither the Lead Securitization Noteholder nor the Servicer shall take any action
with respect to such Major Decision (or making a determination not to take action with respect to such Major Decision),
unless and until the Lead Securitization Noteholder or the Servicer, as applicable, receives the written consent of the
Controlling Noteholder (or its Junior Operating Advisor) before implementing a decision with respect to such Major
Decision.


 


(ii)       If
the Lead Securitization Noteholder (or the Servicer acting on its behalf) has not received a response from the Controlling Noteholder
(or its Junior Operating Advisor) with respect to such Major Decision within ten (10) Business Days after delivery of the notice
of a Major Decision, the Lead Securitization Noteholder (or the Special Servicer acting on its behalf) shall deliver an additional
copy of the notice of a Major Decision in all caps bold 14-point font: “THIS IS A SECOND NOTICE. FAILURE TO RESPOND WITHIN
FIVE (5) BUSINESS DAYS OF THIS SECOND NOTICE WILL RESULT IN A LOSS OF YOUR RIGHT TO CONSENT WITH RESPECT TO THIS DECISION.”
and if the Controlling Noteholder (or its Junior Operating Advisor) fails to respond to the Lead Securitization Noteholder (or
the Servicer acting on its behalf) with respect to any such proposed action within five (5) Business Days after receipt of such
second notice, the Controlling Noteholder (or its Junior Operating Advisor), as applicable, shall have no further consent rights
solely with respect to the specific action set forth in such notice, provided, however, that such failure to reply shall not affect
the rights of Controlling Noteholder to consent to any future actions. Notwithstanding the foregoing, or if a failure to take
any such action at such time would be inconsistent with the Servicing Standard, the Servicer may take actions with respect to
such Mortgaged Property before obtaining the consent of the Controlling Noteholder (or its Controlling Noteholder Representative)
if the Servicer reasonably determines in accordance with the Servicing Standard that failure to take such actions prior to such
consent would materially and adversely affect the interest of the Noteholders as a collective whole, and the Servicer has made
a reasonable effort to contact the Controlling Noteholder. The foregoing shall not relieve the Lead Securitization Noteholder
(or a Servicer acting on its behalf) of its duties to comply with the Servicing Standard.


 


(iii)       Notwithstanding
the foregoing, the Lead Securitization Noteholder (or any Servicer acting on its behalf) shall not follow any advice or consultation
provided by the Controlling Noteholder (or its Junior Operating Advisor) that would require or cause the Lead Securitization Noteholder
(or any Servicer acting on its behalf) to violate any applicable law, including the REMIC Provisions, be inconsistent with the
Servicing Standard, require or cause the Lead Securitization Noteholder (or any Servicer acting on its behalf) to violate provisions
of this Agreement or the Servicing Agreement, require or cause the Lead Securitization Noteholder (or any Servicer acting on its
behalf) to violate provisions of the Mortgage Loan, or materially expand the scope of any Lead Securitization Noteholder’s
(or any Servicer acting on its behalf) responsibilities under this Agreement or the Servicing Agreement.


 


The
Special Servicer shall be required to provide copies to each Non-Controlling Noteholder of any notice, information and report
that is required to be provided to the Controlling Noteholder pursuant to the Servicing Agreement with respect to any Major


 






    	55 



     


    

 


Decisions
within the same time frame such notice, information and report is required to be provided to the Controlling Noteholder (for this
purpose, without regard to whether such items are actually required to be provided to the Controlling Noteholder under the Servicing
Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event (as each such term is defined
in the Servicing Agreement)), and the Special Servicer will be required to consult with each Non-Controlling Noteholder on a strictly
non-binding basis, to the extent having received such notices, information and reports, each Non-Controlling Noteholder requests
consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status
Report, and consider alternative actions recommended by each Non-Controlling Noteholder; provided that after the expiration of
a period of ten (10) Business Days from the delivery to each Non-Controlling Noteholder by the Special Servicer of written notice
of a proposed action, together with copies of the notice, information and reports, the Special Servicer shall no longer be obligated
to consult with such Non-Controlling Noteholders, whether or not such Non-Controlling Noteholders have responded within such ten
(10) Business Day period.


 


(g)       The
Junior Noteholders, if then the Controlling Noteholder shall be entitled to a Control Appraisal Period caused by application of
an Appraisal Reduction Amount upon satisfaction of the following (which must be completed within forty-five (45) days of the Special
Servicer’s receipt of a third party Appraisal that indicates such Control Appraisal Period has occurred (which such Appraisal
the Special Servicer will be required to deliver to the Controlling Noteholder within two Business Days of receipt by the Special
Servicer of such third party Appraisal)) together with the Special Servicer’s calculation of the Appraisal Reduction Amount
applicable to the related Junior Note: (i) such Controlling Noteholder shall have delivered Threshold Event Collateral as a supplement
to the appraised value of the Mortgaged Property, in the amount specified in clause (ii) below, to the Servicer, together with
documentation acceptable to the Servicer in accordance with the Servicing Standard to create and perfect a first priority security
interest in favor of the Servicer on behalf of the Senior Noteholders in such collateral (a) cash collateral for the benefit of
the Servicer or (b) an unconditional and irrevocable standby letter of credit with the Senior Noteholders as the beneficiaries,
issued by a bank or other financial institutions the long term unsecured debt obligations of which are rated at least “AA”
by S&P, “A” by Fitch and “Aa2” by Moody’s or the short term obligations of which are rated at
least “A-1+” by S&P, “F-1” by Fitch and “P-1” by Moody’s (either (a) or (b), the
“Threshold Event Collateral”), and (ii) the Threshold Event Collateral shall be in an amount which, when added
to the appraised value of the Mortgaged Property as determined pursuant to the Servicing Agreement, would cause the applicable
Control Appraisal Period not to occur. If the requirements of this paragraph are satisfied by the Controlling Noteholder (a “Threshold
Event Cure”), no Control Appraisal Period caused by application of an Appraisal Reduction Amount shall be deemed to
have occurred. If a letter of credit is furnished as Threshold Event Collateral, the applicable Controlling Noteholder shall be
required to renew such letter of credit not later than thirty (30) days prior to expiration thereof or to replace such letter
of credit with a substitute letter of credit or other Threshold Event Collateral with an expiration date that is greater than
forty-five (45) days from the date of substitution; provided, however, that, if a letter of credit is not renewed
prior to thirty (30) days prior to the expiration date of such letter of credit, the letter of credit shall provide that the Servicer
may (and at the direction of the applicable Controlling Noteholder, shall) draw upon such letter of credit and hold the proceeds
thereof as Threshold Event Collateral. If a letter of


 






    	56 



     


    

 


credit
is furnished as Threshold Event Collateral, the applicable Controlling Noteholder shall be required to replace such letter of
credit with other Threshold Event Collateral within 30 days if the credit ratings of the issuing entity are downgraded below the
required ratings; provided, however, that, if such Threshold Event Collateral is not so replaced, the Servicer shall
draw upon such letter of credit and hold the proceeds thereof as Threshold Event Collateral. The Threshold Event Cure shall continue
until (i) the appraised value of the Mortgaged Property plus the value of the Threshold Event Collateral would not be sufficient
to prevent a Control Appraisal Period from occurring; or (ii) the occurrence of a Final Recovery Determination. If the appraised
value of the Mortgaged Property, upon any redetermination thereof, is sufficient to avoid the occurrence of a Control Appraisal
Period without taking into consideration any, or some portion of, Threshold Event Collateral previously delivered by the Controlling
Noteholder, any or such portion of Threshold Event Collateral held by the Servicer shall promptly be returned to such Controlling
Noteholder (at its sole expense). Upon a Final Recovery Determination with respect to the Mortgage Loan, such Threshold Event
Collateral shall be available to reimburse each Noteholder for any realized loss pursuant to Section 3 or 4, as applicable, with
respect to the Mortgage Loan after application of the net proceeds of liquidation, not in excess of the Senior Note Principal
Balance and the Junior Note Principal Balance, as the case may be, plus accrued and unpaid interest thereon at the applicable
interest rate and all other Additional Servicing Expenses reimbursable under this Agreement and under the Servicing Agreement.
Any Threshold Event Collateral shall be treated as an “outside reserve fund” for purposes of the REMIC Provisions
and such property (and the right to reimbursement of any amounts with respect thereto from a REMIC) shall be beneficially owned
by the posting Noteholder who shall be taxed on all income with respect thereto. The entire amount of Threshold Event Collateral,
without a haircut or other reduction, shall be considered in determining the sufficiency of such Threshold Event Collateral to
avoid a Control Appraisal Period.


 


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


 


Section
6.          Appointment of Junior Operating Advisor.


 


(a)       Prior
to a Junior Noteholder Control Appraisal Period, the Junior Noteholders shall have the right at any time to appoint an operating
advisor to exercise their rights hereunder (the “Junior Operating Advisor”). The initial Junior Operating Advisor
is set forth in the definition of Junior Operating Advisor. The Junior Noteholders shall have the right in their sole discretion
at any time and from time to time to remove and replace the Junior Operating Advisor. When exercising their various rights under
Section 5 and otherwise pursuant to this Agreement, the Junior Noteholders shall act through the Junior Operating Advisor. No
Person shall rely on any action taken by any Junior Noteholder unless such action is taken through the Junior Operating Advisor.
The Junior Operating Advisor may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage
Loan Borrower), including, without limitation, any Junior Noteholder, any officer or employee of any Junior Noteholder, any Affiliate
of the Junior Noteholders or any other unrelated third party. No such Junior Operating Advisor shall owe any fiduciary duty or
other duty to any other Person (other than the Junior Noteholders). All actions that are permitted to be taken by the Junior Noteholders
under this Agreement shall be taken by the Junior Operating Advisor acting on behalf of the Junior Noteholders and the Lead Securitization
Noteholder (and any Servicer) will accept such actions


 






    	57 



     


    

 


of the Junior Operating Advisor as actions of the Junior Noteholders. Lead
Securitization Noteholder (or any Servicer on its behalf) may rely upon the appointment of the initial Junior Operating Advisor
and shall not be required to recognize any Person (other than the initial Junior Operating Advisor) as an Junior Operating Advisor
until the Junior Noteholders have notified the Lead Securitization Noteholder (and any Servicer) of such appointment and, if the
Junior Operating Advisor is not the same Person as any Junior Noteholder, the Junior Operating Advisor provides the Lead Securitization
Noteholder (and any Servicer) with written confirmation of its acceptance of such appointment, an address, any fax number and
any email address 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, telephone numbers, any fax numbers
and any email addresses). The Lead Securitization Noteholder shall promptly deliver such information to any Servicer.


 


(b)       Neither
the Junior Operating Advisor nor any Junior Noteholder will have any liability to the other Noteholders or any other Person for
any action taken, or for refraining from the taking of any action pursuant to this Agreement or the Servicing Agreement, or for
errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence.
The Noteholders agree that the Junior Operating Advisor and the Junior Noteholders (whether acting in place of the Junior Operating
Advisor when no Junior Operating Advisor shall have been appointed hereunder or otherwise exercising any right, power or privilege
granted to such Junior Noteholders hereunder) may take or refrain from taking actions that favor the interests of one Noteholder
over any other Noteholder, and that the Junior Operating Advisor may have special relationships and interests that conflict with
the interests of a Noteholder and, absent willful misfeasance, bad faith or gross negligence on the part of the Junior Operating
Advisor or the Junior Noteholders, as the case may be, agree to take no action against the Junior Operating Advisor, such Junior
Noteholders or any of their respective officers, directors, employees, principals or agents as a result of such special relationships
or interests, and that neither the Junior Operating Advisor nor any such Junior Noteholder 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 solely in the interests of any Noteholder.


 


(c)       If
the Lead Securitization Noteholder is the Controlling Noteholder, the Junior Noteholders acknowledge and agree that all of the
aforementioned rights and obligations of the Controlling Noteholder and the Junior Operating Advisor set forth in Section 5(f)
and 5(g) and this Section 6 shall be exercisable by the Lead Securitization Noteholder (or the applicable Person specified in
the Servicing Agreement) to the extent set forth in the Servicing Agreement.


 


Section
7.          Special Servicer. The Controlling Noteholder (or its Junior Operating Advisor), at its expense (including, without
limitation, the reasonable costs and expenses of counsel to any third parties and costs and expenses of the terminated Special
Servicer), shall have the right to appoint a replacement Special Servicer with respect to the Mortgage Loan. The Controlling Noteholder
(or its Junior Operating Advisor) shall be entitled to terminate the rights and obligations of the Special Servicer under the
Servicing Agreement, with or without cause, upon at least ten (10) Business Days’ prior written notice to the Special Servicer
(provided, however, that the Controlling Noteholder, the Junior Operating Advisor


 






    	58 



     


    

 


and/or the Junior Noteholders shall not be liable
for any termination or similar fee in connection with the removal of the Special Servicer in accordance with this Section 7);
such termination not be effective unless and until (A) each Rating Agency delivers a Rating Agency Confirmation (to the extent
any portion of the Mortgage Loan has been securitized); (B) the initial or successor Special Servicer has assumed in writing (from
and after the date such successor Special Servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities
of the Special Servicer under the Servicing Agreement from and after the date it becomes the Special Servicer as they relate to
the Mortgage Loan pursuant to an assumption agreement reasonably satisfactory to the Trustee; and (C) the Trustee shall have received
an opinion of counsel reasonably satisfactory to the Trustee to the effect that (x) the designation of such replacement to serve
as Special Servicer is in compliance with the Servicing Agreement, (y) such replacement will be bound by the terms of the Servicing
Agreement with respect to such Mortgage Loan and (z) subject to customary qualifications and exceptions, the applicable Servicing
Agreement will be enforceable against such replacement in accordance with its terms. The Lead Securitization Noteholder shall
promptly provide copies to any terminated Special Servicer of the documents referred to in the preceding sentence.


 


Section
8.          Payment Procedure.


 


(a)       The
Lead Securitization Noteholder (or the Servicer on its behalf), in accordance with the priorities set forth in Section 3 or 4,
as applicable, and subject to the terms of the Servicing Agreement, will deposit or cause to be deposited all payments allocable
to the Notes to the Collection Account or Whole Loan Custodial Account for the Notes established pursuant to the Servicing Agreement.
The Lead Securitization Noteholder (or the Servicer on its behalf) shall establish a segregated sub-account for amounts due to
the each Noteholder. The Lead Securitization Noteholder (or the Servicer acting on its behalf) shall deposit such amounts to the
applicable account within two (2) Business Days following the Lead Securitization Noteholder’s (or the Servicer’s
acting on its behalf) receipt of properly identified and available funds from or on behalf of the Mortgage Loan Borrower.


 


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


 


(c)       If,
for any reason, the Lead Securitization Noteholder (or the Servicer on its behalf) makes any payment to the Junior Noteholders
before the Lead Securitization Holder


 






    	59 



     


    

 


(or the Servicer on its behalf) has received the corresponding payment (it being understood
that the Lead Securitization Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization
Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within three (3) Business Days of its payment
to the Junior Noteholders, such Junior Noteholders will, at the Lead Securitization Holder’s (or the Servicer’s on
its behalf) written request, promptly return that payment to the Lead Securitization Noteholder (or the Servicer on its behalf).


 


(d)       Each
Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan
in excess of its distributable share thereof, it will promptly remit such excess to the Lead Securitization Holder (or the Servicer
on its behalf) subject to this Agreement and the Servicing Agreement and to be distributed pursuant to the terms of this Agreement.
The Lead Securitization Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from
Non-Lead Securitization Noteholders and Junior Noteholders with respect to the Mortgage Loan against any future payments due to
the Non-Lead Securitization Noteholders and the Junior Noteholders under the Mortgage Loan, provided, that each Noteholder’s
obligations under this Section 8 are separate and distinct obligations from one another and in no event shall the Lead Securitization
Noteholder (or the Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder. Each Noteholder’s
obligations under this Section 8 constitute absolute, unconditional and continuing obligations.


 


Section
9.          Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf)
shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence,
willful misconduct or breach of this Agreement on the part of such Noteholder.


 


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


 


Each
Junior Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of any Non-Lead Securitization
Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Servicing Standard (as if
such standard was applicable to any Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead
Securitization Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Non-Lead Securitization
Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such
Junior Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead


 






    	60 



     


    

 


Servicer) shall have no liability whatsoever
to such Junior Noteholder in connection with any Non-Lead Securitization Noteholder’s exercise of rights or any omission
by a Non-Lead Securitization Noteholder to exercise such rights other than as described above; provided, however,
that the Non-Lead Servicer must act in accordance with the servicing standard under the Non-Lead Securitization Servicing Agreement.


 


Each
Noteholder acknowledges that, subject to the terms and conditions hereof, any other Noteholder may exercise, or omit to exercise,
any rights that such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the
interests of the other Noteholders and that such Noteholder shall have no liability whatsoever to any other Noteholder in connection
with the such Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided,
however, that such Noteholder shall not be protected against any liability to any other Noteholder that would otherwise
be imposed by reason of willful misfeasance, bad faith or negligence.


 


Section
10.          Bankruptcy. Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder hereby
covenants and agrees that only the Lead Securitization Noteholder (or the Servicer on its behalf) 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. Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder further
agrees that only the Lead Securitization Noteholder, as a creditor, can make any election, give any consent, commence any action
or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan
Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. Subject to the provisions of Section 5(f) hereof, the
Noteholders hereby appoint the Lead Securitization Noteholder as their agent, and grant to the Lead Securitization Noteholder
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 each of the Note A-2 Holder, the Note A-3 Holder, the Note B-1 Holder, the Note B-2 Holder,
the Note A-3 Holder and the Note B-4 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 Noteholders, hereby
agree that, upon the request of the Lead Securitization Noteholder but subject to the provisions of Section 5(f), such Noteholder
shall execute, acknowledge and deliver to the Lead Securitization Noteholder all and every such further deeds, conveyances and
instruments as the Lead Securitization Noteholder may reasonably request for the better assuring and evidencing of the foregoing
appointment and grant. All actions taken by any Servicer in connection with any Insolvency Proceeding are subject to and must
be in accordance with the Servicing Standard.


 






    	61 



     


    

 


Section
11.          Cure Rights of the Junior Noteholders.


 


(a)       Subject
to Section 11(b) below, and prior to a Junior Noteholder Control Appraisal Period, in the event that the Mortgage Loan Borrower
fails to make any payment of principal or interest on the Mortgage Loan by the end of the applicable grace period (the “Grace
Period”) for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”),
the Lead Securitization Noteholder shall provide written notice to the Junior Noteholders and the Junior Operating Advisor of
such default (the “Monetary Default Notice”). The Junior Noteholders shall have the right, but not the obligation,
to cure such Monetary Default within seven (7) Business Days after receiving the Monetary Default Notice (the “Cure Period”)
and at no other times. The Monetary Default Notice shall contain a statement in boldface font that the Junior Noteholders’
or the Junior Operating Advisor’s failure to cure such Monetary Default within seven (7) Business Days after receiving such
notice will result in the termination of the right to cure such Monetary Default. At the time a payment is made to cure a Monetary
Default, the Junior Noteholders shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether
or not recoverable with respect to the Senior Notes, including principal and interest advances made with respect to Note A-2 or
Note A-3 under any Non-Lead Securitization Servicing Agreement), interest payable on Advances, any unpaid fees to any Servicer
and any Additional Servicing Expenses. The Junior Noteholders shall not be required, in order to effect a cure hereunder, to pay
any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure
payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by the Lead Securitization
Noteholder or the Non-Lead Securitization Noteholder (including for purposes of (i) the definition of “Sequential Pay Event,”
(ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing
proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect
to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such
limitation shall not prevent the Lead Securitization Noteholder from collecting Default Interest or late charges from the Mortgage
Loan Borrower. Any amounts advanced by a Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable
to such Noteholder under Section 3 or Section 4, as applicable.


 


(b)       Notwithstanding
anything to the contrary contained in Section 11(a), the Junior Noteholders’ right to cure a Monetary Default or Non-Monetary
Default shall be limited to six (6) Cure Events over the life of the Mortgage Loan, and no single Cure Event may exceed four (4)
consecutive months. As used herein, “Cure Event” means a Junior Noteholder’s exercise of cure rights,
whether for one (1) month or for consecutive months in the aggregate (and, in such case, such cure for such consecutive months
shall constitute one (1) Cure Event). Additional Cure Periods shall only be permitted with the consent of the Lead Securitization
Noteholder.


 


(c)       No
action taken by the Junior Noteholders in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower
of its obligations under the Mortgage Loan Documents and the Senior Noteholders’ rights under the Mortgage Loan Documents
shall not be waived or prejudiced by virtue of the Junior Noteholders’ actions under this Agreement. Subject to the terms
of this Agreement, the Junior Noteholders shall be subrogated to the Senior


 






    	62 



     


    

 


Noteholders’ rights to any payment owing to
the Senior Noteholders for which the Junior Noteholders make a cure payment as permitted under this Section 11 but such subrogation
rights may not be exercised against the Mortgage Loan Borrower until 91 days after the Note is paid in full.


 


(d)       Prior
to a Junior Noteholder Control Appraisal Period, if an Event of Default (other than a Monetary Default) occurs and is continuing
under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder shall provide
notice of such Non-Monetary Default to the Junior Noteholders and the Junior Operating Advisor of such Non-Monetary Default (the
“Non-Monetary Default Notice”) and the Junior Noteholders shall have the right, but not the obligation, to
cure such Non-Monetary Default until the later of (a) the same period of time as the Mortgage Loan Borrower under the Mortgage
Loan Documents, without regard for the date of receipt by the Junior Noteholders of the Non-Monetary Default Notice, and (b) at
least 30 days from the date of such Non-Monetary Default, to cure such Non-Monetary Default; provided, however,
if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was
promptly commenced and is being diligently pursued by the Junior Noteholders, the Junior Noteholders shall be given an additional
period of time as is reasonably necessary to enable the Junior Noteholders in the exercise of due diligence to cure such Non-Monetary
Default for so long as (i) the Junior Noteholders diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii)
the Junior Noteholders make all cure payments that it is permitted to make in accordance with the terms and provisions of Section
11(a) hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv) such Non-Monetary Default is not caused
by an Insolvency Proceeding or during such period of time that the Junior Noteholders have to cure a Non-Monetary Default in accordance
with this Section 11(d) (the “Non-Monetary Default Cure Period”), an Insolvency Proceeding does not occur and
(v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged
Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default
Notice shall contain a statement in boldface font that the Junior Noteholders’ or the Junior Operating Advisor’s failure
to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result
in the termination of the right to cure such Non-Monetary Default. The Junior Noteholders shall not contact the Mortgage Loan
Borrower in order to effect any cures under Sections 11(a) or this 11(d) without the prior written consent of the Lead Securitization
Noteholder.


 


Section
12.          Purchase of the Senior Notes By the Junior Noteholders. The Junior Noteholders (or the Junior Operating Advisor
acting on their behalf) shall have the right, by written notice to each Senior Noteholder (a “Noteholder Purchase Notice”),
delivered at any time an Event of Default under the Mortgage Loan has occurred and is continuing, to purchase, in immediately
available funds, the Senior Notes in whole but not in part at the applicable Defaulted Mortgage Loan Purchase Price. For avoidance
of doubt, if the Junior Noteholders elects to exercise its right to purchase a Note pursuant to this Section 12, it must purchase
each Senior Note. Upon the delivery of the Noteholder Purchase Notice to each Senior Noteholder, the Senior Noteholders shall
sell (and the Junior Noteholders shall purchase) the Senior Notes at the applicable Defaulted Mortgage Loan Purchase Price, on
a date (the “Defaulted Note Purchase Date”) not more than sixty (60) days after the date of the Noteholder
Purchase Notice, as shall be mutually established by the Note A-1 Holder and the Junior Noteholders. The Noteholder


 






    	63 



     


    

 


Purchase Notice
shall contain a statement in boldface font that the Junior Noteholders’ failure to purchase the Senior Notes on a Defaulted
Note Purchase Date will result in the termination of such right in respect of the Event of Default that caused such purchase right
to be exercisable by the Junior Noteholders and not in respect of any future Event of Default. The Junior Noteholders agree that
the sale of the Senior Notes shall comply with all requirements of the Servicing Agreement and that all costs and expenses related
thereto shall be paid by the Junior Noteholders. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Lead Securitization
Noteholder (or the Servicer on its behalf) three (3) Business Days prior to the Defaulted Note Purchase Date (and such calculation
shall be accompanied by a listing of all amounts included in the Defaulted Mortgage Loan Purchase Price), and shall, absent manifest
error, be binding upon the Junior Noteholders. Concurrently with the payment to the Senior Noteholders in immediately available
funds of its respective portion of the applicable Defaulted Mortgage Loan Purchase Price, the Senior Noteholders will execute
at the sole cost and expense of the Junior Noteholders in favor of the Junior Noteholders assignment documentation in form and
substance reasonably satisfactory to the Junior Noteholders which will assign the Senior Notes and the Mortgage Loan Documents
without recourse, representations or warranties (except the Senior Noteholders will represent and warrant that it had good and
marketable title to, was the sole owner and holder of, and had power and authority to deliver the Mortgage Loan or Note, as applicable,
free and clear of all liens and encumbrances (other than the interest created by the Junior Notes)). Subject to Section 5(f) hereof,
the right of the Junior Noteholders to purchase the Senior Notes shall automatically terminate upon a foreclosure sale, sale by
power of sale or delivery of a deed in lieu of foreclosure with respect to the Mortgaged Property (and the Lead Securitization
Noteholder shall give the Junior Noteholders ten (10) days’ prior written notice of its intent with respect to such action).
Notwithstanding the foregoing sentence, if title to the Mortgaged Property is transferred to the Lead Securitization Noteholder
(or a designee on its behalf), in a manner commonly known as “the borrower turning over the keys” and not otherwise
in connection with a consummation by the Lead Securitization Noteholder of a foreclosure sale or sale by power of sale or acceptance
of a deed in lieu of foreclosure, less than twenty (20) days after the acceleration of the Mortgage Loan, the Lead Securitization
Noteholder shall notify the Junior Noteholders of such transfer and the Junior Noteholders shall have a thirty (30) day period
from the date of such notice from the Lead Securitization Noteholder to deliver the Noteholder Purchase Notice to the Senior Noteholders,
in which case the Junior Noteholders will be obligated to purchase the Mortgaged Property, in immediately available funds, within
such thirty (30) day period at the applicable Defaulted Mortgage Loan Purchase Price.


 


Section
13.          Representations of the Junior Noteholders. Each Junior Noteholder represents, and it is specifically understood
and agreed, that it is acquiring its Junior Note for its own account in the ordinary course of its business and the Senior Noteholders
shall otherwise have no liability or responsibility to any Junior Noteholder except as expressly provided herein or for actions
that are taken or omitted to be taken by the Senior Noteholders that constitute gross negligence or willful misconduct or that
constitute a breach of this Agreement. Each Junior Noteholder 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
its charter or any law or contractual restriction binding upon any Junior Noteholder, and that this Agreement is the legal, valid
and binding obligation of each Junior Noteholder enforceable against each Junior Noteholder in accordance with its terms, except
as such enforcement may be limited by bankruptcy,


 






    	64 



     


    

 


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 Junior Noteholder represents and warrants that it is duly organized, validly
existing, in good standing and possesses of all licenses and authorizations necessary to carry on its business. Each Junior Noteholder
represents and warrants that (a) this Agreement has been duly executed and delivered by each Junior Noteholder, (b) to each Junior
Noteholder’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 each Junior Noteholder have
been obtained or made and (c) to each Junior Noteholder’s actual knowledge, there is no pending action, suit or proceeding,
arbitration or governmental investigation against the respective Junior Noteholder, an adverse outcome of which would materially
and adversely affect its performance under this Agreement.


 


Each
Junior Noteholder acknowledges that the Senior Noteholders do not owe any Junior Noteholder any fiduciary duty with respect
to any action taken under the Mortgage Loan Documents and, except as provided herein, need not consult with the Junior
Noteholders with respect to any action taken by the Senior Noteholders in connection with the Mortgage Loan.


 


Each
Junior Noteholder expressly and irrevocably waives for itself and any Person claiming through or under any Junior Noteholder any
and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions
of any similar law which purports to give a junior loan noteholder the right to initiate any loan enforcement or foreclosure proceedings.


 


Section
14.          Representations of the Senior Noteholders. Each Senior Noteholder represents and warrants that the execution, delivery
and performance of this Agreement is within its respective corporate powers, has been duly authorized by all necessary corporate
action, and does not contravene any Senior Noteholder’s charter or any law or contractual restriction binding upon such
Senior Noteholder, and that this Agreement is the legal, valid and binding obligation of each Senior Noteholder enforceable against
it in accordance with its terms. Each Senior Noteholder represents and warrants that it is duly organized, validly existing, in
good standing and possession of all licenses and authorizations necessary to carry on its respective business. Each Senior Noteholder
represents and warrants that (a) this Agreement has been duly executed and delivered by each Senior Noteholder, (b) to each Senior
Noteholder’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 each Senior Noteholder has been
obtained or made and (c) to each Senior Noteholder’s actual knowledge, there is no pending action, suit or proceeding, arbitration
or governmental investigation against the Senior Noteholder, an adverse outcome of which would materially and adversely affect
its performance under this Agreement.


 


Each
Senior Noteholder acknowledges that the Junior Noteholders do not owe any Senior Noteholder any fiduciary duty with respect to
any action taken under the Mortgage Loan Documents.


 







    	65 



     


    

 





Section
15.          Independent Analysis of the Noteholders. Each Noteholder acknowledges that it has, independently and without reliance
upon any other Noteholder, except with respect to the representations and warranties provided by the Initial Noteholders herein,
and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase
its respective Note and each Noteholder accepts responsibility therefor. Each Noteholder hereby acknowledges that, other than
the representations and warranties provided herein, no Noteholder has made representations or warranties with respect to the Mortgage
Loan, subject to such representations and warranties as provided by the Noteholders herein, and that the Noteholders shall have
no responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of
the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to any Noteholder
in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created
or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. Each Noteholder
assumes all risk of loss in connection with respect to its Note except as specifically set forth herein.


 


Section
16.          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 among any of the Noteholders as a partnership, association,
joint venture or other entity. The Senior Noteholders shall have no obligation whatsoever to offer to the Junior Noteholders the
opportunity to purchase a note interest in any future loans originated by any Senior Noteholder or their Affiliates and if any
Senior Noteholder chooses to offer to any Junior Noteholder the opportunity to purchase a note interest in any future mortgage
loans originated by any Senior Noteholder or their Affiliates, such offer shall be at such purchase price and interest rate as
such Senior Noteholder chooses, in its sole and absolute discretion. No Junior Noteholder shall have any obligation whatsoever
to purchase from any Senior Noteholder a note interest in any future loans originated by any Senior Noteholder or their Affiliates.


 


Section
17.          Not a Security. The Junior Notes shall not be deemed to be securities within the meaning of the Securities Act of
1933 or the Securities Exchange Act of 1934.


 


Section
18.          Other Business Activities of the Noteholders. Each Noteholder acknowledges that each other Noteholder or its Affiliates
may make loans or otherwise extend credit to, and generally engage in any kind of business with, any Borrower Party or any Affiliate
thereof, 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
19.          Sale of the Notes.


 


(a)       Each
Junior Noteholder agrees that it will not Transfer all or any portion of its Junior Note except that any Junior Noteholder shall
have the right to Transfer its respective Note, or any portion thereof, (i) to a Qualified Institutional Lender; provided, that
promptly after the


 






    	66 



     


    

 


Transfer, the Senior Noteholder is provided with (x) a representation from a transferee or such Junior Noteholder
certifying that such transferee is a Qualified Institutional Lender and (y) a copy of the assignment and assumption agreement
referred to in Section 20, and such transfer would not cause any Junior Note to be held by more than five persons nor cause there
to be no one person owning a majority of any Junior Note (provided that, for so long as any Junior Noteholders are Common
Control Parties, such Junior Noteholders will be count as one person for the purposes of this Section 19), and (ii) to
an entity that is not a Qualified Institutional Lender; provided that such Junior Noteholder obtains (1) prior to a Securitization,
the consent of the Lead Securitization Noteholder or (2) after a Securitization, Rating Agency Confirmation; provided that in
each of case (1) and (2), (x) promptly after the Transfer, the Lead Securitization Noteholder is provided with a copy of the assignment
and assumption agreement referred to in Section 20 and (y) such transfer would not cause such Junior Note to be held by more than
five persons nor cause there to be no one person owning a majority of any Junior Note (provided that, for so long as any
Junior Noteholders are Common Control Parties, such Junior Noteholders will be count as one person for the purposes of this Section
19). If any Junior Note is held by more than one Junior Noteholder at any time, the holders of a majority of the Junior Note
Principal Balance shall immediately appoint a representative to exercise all rights of the Junior Note hereunder. Notwithstanding
the foregoing, without each Senior Noteholder’s prior consent, which may be withheld in such Senior Noteholder’s sole
discretion, no Junior Noteholder shall Transfer all or any portion of its Junior Note to the Mortgage Loan Borrower or a Borrower
Party Affiliate and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.
The applicable Junior Noteholder agrees it will pay the expenses of the Lead Securitization Noteholder (including all expenses
of the Master Servicer and the Special Servicer) in connection with any such Transfer.


 


(b)       Notwithstanding
the foregoing, any Junior Noteholder shall have the right, without the need to obtain the consent of the Senior Noteholders or
any other Person, to Transfer 49% or less (in the aggregate) of its interest in the Junior Notes to any Person; provided
that any such Transfer shall be made in accordance with the terms of this Section 19; provided, further that the
Junior Noteholders shall not Transfer all or any portion of the Junior Notes to the Mortgage Loan Borrower or a Borrower Party
Affiliate and any such Transfer shall be void ab initio, absolutely null and void and shall vest no rights in the purported transferee.
All Transfers under Section 19(a) and (b) shall be made upon written notice to the Senior Noteholders not later than the date
of such Transfer, and each transferee shall (i) execute an assignment and assumption agreement whereby such transferee assumes
all or a ratable portion, as the case may be, of the obligations of the Junior Noteholders hereunder with respect to the Junior
Notes from and after the date of such assignment (or, in the case, of a pledge, collateral assignment or other encumbrance made
in accordance with Section 19(e) by the Junior Noteholders of the Junior Notes solely as security for a loan to the Junior Noteholders
made by a third-party lender whereby the Junior Noteholders remains fully liable under this Agreement, on or before the date on
which such third-party lender succeeds to the rights of the Junior Noteholders by foreclosure or otherwise, such third-party lender
executes an agreement that such third-party lender shall be bound by the terms and provisions of this Agreement and the obligations
of the Junior Noteholders hereunder) and (ii) agree in writing to be bound by the Servicing Agreement, unless the Servicing Agreement
is not then in effect with respect to the Mortgage Loan, in which event the parties will enter into or agree to be bound by any
replacement servicing agreement therefor in accordance with the provisions hereof. Upon the consummation of a Transfer of all
or any


 






    	67 



     


    

 


portion of any Junior Note in accordance with this Agreement, the transferring Person shall be released from all liability
arising under this Agreement with respect to such Junior Note (or the portion thereof that was the subject of such Transfer),
for the period after the effective date of such Transfer (it being understood and agreed that the foregoing release shall not
apply in the case of a sale, assignment, transfer or other disposition of a participation interest in the Junior Notes as described
in clause (c) below). In connection with any such permitted transfer of a portion of the Junior Notes and for all purposes of
this Agreement, the Senior Noteholders need only recognize the majority holders of the Junior Notes for purposes of notices, consents
and other communications between the Senior Noteholders and such majority holders of the Junior Notes shall be the only Person
authorized hereunder to exercise any rights of the Junior Noteholders under this Agreement; provided, however, the
majority holders of the Junior Notes may from time to time designate any other Person as an additional party entitled to receive
notices, consents and other communications and/or to exercise rights on behalf of the Junior Noteholders hereunder by delivering
written notice thereof to the Senior Noteholders, and, from and after delivery of such notice, such designee shall be so authorized
hereunder and shall be the only party entitled to receive such notices, consents and such other communications and/or to exercise
such rights.


 


(c)       In
the case of any sale, assignment, transfer or other disposition of a participation interest in a Note, (i) such Noteholder’s
obligations under this Agreement shall remain unchanged, (ii) such Noteholder shall remain solely responsible for the performance
of such obligations, (iii) the other Noteholder and any Persons acting on its behalf shall continue to deal solely and directly
with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement and the Servicing
Agreement, and (iv) all amounts payable hereunder shall be determined as if such Noteholder had not sold such participation interest;
provided, however, that if the applicable participant is a Qualified Institutional Lender (and delivers to the other
Noteholder a certification from an authorized officer confirming its status as a Qualified Institutional Lender), such Noteholder,
by written notice to the other Noteholder, may delegate to such participant such Noteholder’s right to exercise the rights
of the Controlling Noteholder hereunder and under the Servicing Agreement; provided, further, however, that
upon the occurrence of a Junior Noteholder Control Appraisal Period, the aforesaid delegation of rights shall terminate and be
of no further force and effect.


 


(d)       Each
Senior Noteholder shall have the right to Transfer all or any portion of the Senior Note without the prior consent of the Junior
Noteholder (i) with respect to any Non-Lead Securitization Note prior to an Event of Default, to any party other than the Mortgage
Loan Borrower or any Borrower Party Affiliate and (ii) after an Event of Default, to any party, including the Mortgage Loan Borrower
and any Borrower Party Affiliate; provided, however, that following any Transfer of the Senior Note, the Mortgage
Loan continues to be serviced in its entirety pursuant to the Servicing Agreement by a Servicer unaffiliated with Mortgage Loan
Borrower. For the avoidance of doubt, no Senior Noteholder (or any Servicer on its behalf) shall have any right to Transfer or
cause the Transfer of the Junior Note.


 


(e)       Notwithstanding
any other provision hereof, any Noteholder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage
Loan Borrower or any Affiliate thereof) which has extended a credit or repurchase facility to such Noteholder and that is either
a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated


 






    	68 



     


    

 


at least “A” (or
the equivalent) or better by each Rating Agency or (y) to any Federal Reserve Bank or Federal Home Loan Bank to secure any obligation
of such Noteholder to such bank and such pledge shall be enforceable in accordance with the terms thereof (a “Note Pledgee”),
on terms and conditions set forth in this Section 19(e), it being further agreed that a financing provided by a Note Pledgee to
a Noteholder or any person which Controls such Noteholder that is secured by such Noteholder’s interest in the applicable
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) prior to Securitization,
the consent of each other Noteholder and (b) after Securitization, Rating Agency Confirmation. Upon written notice by the applicable
Noteholder to the other Noteholders and any Servicer that a Pledge has been effected (including the name and address of the applicable
Note Pledgee), each of the other Noteholders agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note
Pledgee written notice of any default by the pledging Noteholder in respect of its obligations under this Agreement of which default
such Noteholder has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) Business Days to cure a default by
the pledging Noteholder in respect of its obligations to the other Noteholder hereunder, but such Note Pledgee shall not be obligated
to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement shall be effective against
such Note Pledgee without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned
or delayed; (iv) that such other Noteholder shall give to such Note Pledgee copies of any notice of default under this Agreement
simultaneously with the giving of same to the pledging Noteholder and accept any cure thereof by such Note Pledgee which such
pledging Noteholder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Noteholder;
(v) that such other Noteholder 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 Noteholder; and (vi) that,
upon written notice (a “Redirection Notice”) to the other Noteholders and any Servicer by such Note Pledgee
that the pledging Noteholder is in default, beyond any applicable cure periods, under the pledging Noteholder’s obligations
to such Note Pledgee pursuant to the applicable credit agreement between the pledging Noteholder and such Note Pledgee (which
notice need not be joined in or confirmed by the pledging Noteholder), and until such Redirection Notice is withdrawn or rescinded
by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Noteholder or Servicer would otherwise be
obligated to pay to the pledging Noteholder from time to time pursuant to this Agreement or any Servicing Agreement. Any pledging
Noteholder hereby unconditionally and absolutely releases the other Noteholders and any Servicer from any liability to the pledging
Noteholder on account of any Noteholder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer
or any such other Noteholder to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights
and remedies against the pledging Noteholder 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 Noteholders 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 Noteholder’s rights, remedies and obligations under this Agreement,
and any such Note Pledgee or Qualified Institutional Lender shall assume in writing


 






    	69 



     


    

 


the obligations of the pledging Noteholder
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 19(e) shall remain effective
as to any Noteholder (and any Servicer) unless and until such Note Pledgee shall have notified any such Noteholder (and any Servicer,
as applicable) in writing that its interest in the pledged Note has terminated.


 


(f)       Notwithstanding
any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified Institutional Lender
provides financing to a Noteholder then such Noteholder 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 made by the Conduit (the “Conduit Inventory Loan”) to such Noteholder to finance the acquisition and holding
of its Note will require a third party (the “Conduit Credit Enhancer”) to provide credit enhancement;


 


(ii)      The
Conduit Credit Enhancer and conduit manager (if Moody’s rates the Securitization) will be a Qualified Institutional Lender;


 


(iii)     Such
Noteholder will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the applicable Note to the
Conduit as collateral for the Conduit Inventory Loan;


 


(iv)     The
Conduit Credit Enhancer and the Conduit will agree that, if such Noteholder 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 Noteholder, the Conduit Credit
Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of such Noteholder’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 the consent of each other
Noteholder, have any greater right to acquire the interests in the Note pledged by such Noteholder, 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
20.          Registration of Transfer. 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 whereby such transferee assumes
all of the obligations of the applicable Noteholder hereunder with respect to such Note thereafter accruing and agrees to be bound
by the terms of this Agreement, including the restriction on Transfers set forth in Section 19, from and after the date of such
assignment. Notwithstanding the preceding sentence, a Trustee shall not be required to execute an assignment and assumption agreement
in connection with any Transfer of a Note if the obligations are assumed pursuant to the Servicing Agreement. 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


 






    	70 



     


    

 


provisions of Section 19 and this Section 20. Any such purported transfer shall be absolutely
null and void and shall vest no rights in the purported transferee. Each Noteholder desiring to effect such transfer shall, and
does hereby agree to, indemnify the Agent and any other Noteholder against any liability that may result if the transfer is not
made in accordance with the provisions of this Agreement. Upon a Securitization of the Lead Securitization Note, the Certificate
Administrator shall automatically become and be the Agent.


 


Section
21.          Registration of the Notes. 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 Section 20, shall be registered in the Note Register. The Person in whose name a Note is so registered shall be
deemed and treated as the sole owner and holder thereof for all purposes of this Agreement, except in the case of the Initial
Noteholders who may hold their Notes through a nominee. Upon request of a Noteholder, the Agent shall provide such party with
the names and addresses of the Noteholders. To the extent another party is appointed as Agent hereunder, the Noteholders hereby
designate such person as its agent under this Section 21 solely for purposes of maintaining the Note Register. The parties intend
for the Notes to be in registered form for federal income tax purposes under Section 5f.103-1(c) of the United States Treasury
Regulations.


 


Section
22.          Statement of Intent. The Agent and each Noteholder intend that the Notes be classified, and the arrangement hereby
be maintained, in a manner consistent with rules applicable to a grantor trust under subpart E, part I of subchapter J of chapter
1 of the Code that is a fixed investment trust within the meaning of Treasury Regulation §301.7701-4(c), and the parties
will not take any action inconsistent with such classification. It is neither the purpose nor the intent of this Agreement to
create a partnership, joint venture, “taxable mortgage pool” or association taxable as a corporation among the parties.


 


Section
23.          No Pledge. This Agreement shall not be deemed to represent a pledge of any interest in any Mortgage Loan by the
Noteholders. Except as otherwise provided in this Agreement and the Servicing Agreement, the Junior Noteholders shall not have
any interest in any property taken as security for any Mortgage Loan, provided, however, that if any such property
or the proceeds of any sale, lease or other disposition thereof shall be received, then the Junior Noteholders shall be entitled
to receive its share of such application in accordance with the terms of this Agreement and/or the Servicing Agreement.


 


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


 






    	71 



     


    

 


IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


Section
25.          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
26.          Modifications; Amendment. This Agreement shall not be modified, cancelled or terminated except by an instrument
in writing signed by each Noteholder. Additionally, for as long as any Note is contained in a Securitization Trust, the Noteholders
shall not amend or modify this Agreement without first receiving a Rating Agency Confirmation; provided that no such confirmation
from the Rating Agencies shall be required in connection with a modification 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 Servicing
Agreement, (ii) entered into pursuant to Section 38 of this Agreement or (iii) to correct or supplement any provision herein
that may be defective or inconsistent with any other provisions of this Agreement.


 


Section
27.          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 permitted assigns. Except as provided herein, 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 19, each Noteholder
may assign or delegate its rights or obligations under this


 






    	72 



     


    

 


Agreement. Upon any such assignment, the assignee shall be entitled
to all rights and benefits of the applicable Noteholder hereunder, including, without limitation, the right to make further assignments
and grant additional Notes.


 


Section
28.          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
29.          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
30.          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
31.          Entire Agreement. This Agreement constitutes the entire agreement among 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
32.          Withholding Taxes.


 


(a)       If
any Senior Noteholder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from interest, fees
or other amounts payable to any Junior Noteholder with respect to the Mortgage Loan as a result of such Junior Noteholder constituting
a Non-Exempt Person, the Note A-1 Holder, in its capacity as servicer, shall be entitled to do so with respect to the Junior Noteholder’s
interest in such payment (all withheld amounts being deemed paid to the Junior Noteholder), provided that the Lead Securitization
Noteholder shall furnish such Junior Noteholder 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 Junior Noteholder to seek any allowable
credits or deductions for the Taxes so withheld in each jurisdiction in which the Junior Noteholder is subject to tax.


 


(b)       Each
Junior Noteholder shall and hereby agrees to indemnify the Lead Securitization Noteholder against and hold the Lead Securitization
Noteholder harmless from and against any Taxes, interest, penalties and reasonable attorneys’ fees, expenses and disbursements
arising or resulting from any failure of the Lead Securitization Noteholder (or the Servicer on its behalf) to withhold Taxes
from payment made to such Junior Noteholder in reliance upon any representation, certificate, statement, document or instrument
made or provided by the Junior Noteholder to the Lead Securitization Noteholder in connection with the obligation of the Lead
Securitization Noteholder to withhold Taxes from payments made to the


 






    	73 



     


    

 


Junior Noteholder, it being expressly understood and agreed
that (i) the Lead Securitization Noteholder 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) the Junior Noteholders shall, upon request of the Lead Securitization Noteholder at its sole cost and expense,
defend any claim or action relating to the foregoing indemnification using counsel selected by the Lead Securitization.


 


(c)       Contemporaneously
with the execution of this Agreement and from time to time as reasonably requested by the Lead Securitization Noteholder or Servicer
during the term of this Agreement, each Junior Noteholder shall deliver to the Lead Securitization Noteholder or Servicer, as
applicable, evidence satisfactory to the Lead Securitization Noteholder substantiating whether such Junior Noteholder is a Non-Exempt
Person and whether the Lead Securitization Noteholder is 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 any Junior
Noteholder (or, if the Junior Noteholder is disregarded for U.S. federal income tax purposes, the owner of the Junior Noteholder)
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 Noteholder an Internal Revenue Service Form W-9
and (ii) if any Junior Noteholder (or, if the Junior Noteholder is disregarded for U.S. federal income tax purposes, the owner
of the Junior Noteholder) 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 Junior Noteholder shall satisfy the requirements
of the preceding sentence by furnishing to the Lead Securitization Noteholder Internal Revenue Service Form W-8ECI, Form W-8IMY
(with appropriate attachments), Form W-8BEN or Form W-8BEN-E, or applicable successor forms, as may be required from time to time,
duly executed by the Junior Noteholder. The Lead Securitization Noteholder shall not be obligated to make any payment hereunder
to any Junior Noteholder in respect of its Junior Note or otherwise until such Junior Noteholder shall have furnished to the Lead
Securitization Noteholder the requested forms, certificates, statements or documents.


 


Section
33.          Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than Note A-2, Note
A-3, Note B-1, Note B-2, Note B-3 and Note B-4) shall be held by the Lead Securitization Noteholder (or a custodian acting on
behalf of the Lead Securitization Noteholder) who shall act as secured party under the Mortgage Loan Documents on behalf of the
registered holders of the Notes. Notwithstanding the to the contrary in this Agreement, upon a Securitization of the Lead Securitization
Noteholder, the originals of all of the Mortgage Loan Documents (other than each Non-Lead Securitization Note) shall be held by
the Custodian (as defined in the Servicing Agreement).


 


Section
34.          Notices. All notices required hereunder shall be given by (i) writing and personally delivered, (ii) sent by facsimile
transmission (during business hours) if a party has provided a facsimile number, (iii) reputable overnight delivery service (charges
prepaid), (iv) sent by electronic mail containing language requesting the recipient to confirm


 






    	74 



     


    

 


receipt thereof if a party has
provided an electronic mail address and only if such electronic mail is promptly followed by a written notice 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.


 


All
notices and reports (including, without limitation, Asset Status Reports) required to be delivered hereunder by the Lead Securitization
Noteholder (or any Servicer on its behalf) to the Controlling Noteholder (or its Junior Operating Advisor), or by the Controlling
Noteholder (or its Junior Operating Advisor) to the Lead Securitization Noteholder (or any Servicer on its behalf), shall also
be delivered by the applicable party to the other Noteholders.


 


Section
35.          Broker. Each Noteholder represents to each other Noteholder that no broker was responsible for bringing about this
transaction.


 


Section
36.          Certain Matters Affecting the Agent.


 


(a)       The
Noteholders hereby appoint the Agent to act on their behalf, and the Agent shall act on behalf of the Noteholders;


 


(b)       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 20;


 


(c)       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;


 


(d)       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 of the Noteholders pursuant to the provisions of this Agreement, unless it has received indemnity reasonably
satisfactory to it;


 


(e)       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;


 


(f)       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 20; and


 


(g)       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.


 






    	75 



     


    

 


Section
37.          Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead
Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 37, all of its rights and obligations
under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination.


 


The
Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed
to be bound by this Agreement and perform the duties of the Agent hereunder. Goldman Sachs Mortgage Company, as Initial Agent,
may transfer its rights and obligations to the Servicer, as successor Agent, at any time without the consent of any Noteholder.
Goldman Sachs Mortgage Company, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor
Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer
to act as successor Agent. The termination or resignation of such Servicer, as Servicer under the Servicing Agreement, shall be
deemed a termination or resignation of such Servicer as Agent under this Agreement. Notwithstanding the to the contrary in this
Agreement, upon a Securitization of the Lead Securitization Note, the Certificate Administrator shall automatically become and
be the Agent.


 


Section
38.          Resizing. In connection with the Mortgage Loan, each Junior Noteholder agrees that if, in connection with the Securitization,
any Senior Noteholder determines that it is advantageous to resize its respective Note by causing the Mortgage Loan Borrower to
execute amended and restated notes or additional notes (in either case, “New Notes”) reallocating the principal
of such Note to such New Notes, each Junior Noteholder shall cooperate with the applicable Senior Noteholder to effect such resizing
at such Senior Noteholder’s expense, as applicable; provided that (i) the aggregate principal balance of all outstanding
New Notes following the creation thereof is no greater than the principal balance of such Note or Notes immediately prior to the
creation of the New Notes, (ii) the weighted average interest rate of all outstanding New Notes following the creation thereof
is the same as the interest rate of the related Note or Notes immediately prior to the creation of the New Notes, and (iii) no
such resizing shall (a) change the interest allocable to, or the amount of any payments due to, any Junior Noteholder, or priority
of such payments, or (b) increase any Junior Noteholder’s obligations or decrease any Junior Noteholder’s rights,
remedies or protections. In connection with the resizing of any Senior Note, the related Noteholder may allocate its rights hereunder
among the New Notes in any manner in its sole discretion. Any cap on the Senior Noteholder’s obligation to pay any Junior
Noteholder’s expenses pursuant to Section 40 of this Agreement shall not apply to any Junior Noteholder’s expenses
in connection with a resizing pursuant to this Section 38 or any Securitization of a resized Senior Note.


 


Section
39.          Conflict. To the extent of any inconsistency between the Servicing Agreement, on one hand, and this Agreement, on
the other, this Agreement shall control.


 


Section
40.          Cooperation in Securitization.


 


(a)       Each
Noteholder acknowledges that any Noteholder 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 applicable Senior Noteholder,
the


 






    	76 



     


    

 


Junior Noteholders shall use reasonable efforts, at the applicable Senior Noteholder’s expense, to satisfy, and to cooperate
with such Senior Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Senior
Noteholder customarily adhere 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 applicable Senior Noteholder 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 Securitization or otherwise at
any time prior to the Securitization, the Junior Noteholders shall not be required to modify or amend this Agreement or any Mortgage
Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would
(i) change the interest allocable to, or the amount of any payments due to or priority of such payments, the Junior Noteholders
or (ii) increase the Junior Noteholders’ obligations or decrease the Junior Noteholders’ rights, remedies or protections.
In connection with the Securitization, the Junior Noteholder agrees to provide for inclusion in any disclosure document relating
to the related Securitization such information concerning the Junior Noteholders and the other Notes as the applicable Senior
Noteholder reasonably determine to be necessary or appropriate. The Junior Noteholders covenant and agree that they shall use
reasonable efforts to cooperate with the requests of each Rating Agency and the applicable Senior Noteholder in connection with
the 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 it and the other Notes in any Securitization
document, all at the cost and expense of the applicable Senior Noteholder. The Junior Noteholders acknowledge that the information
provided by it to the Senior Noteholder may be incorporated into the offering documents for a Securitization. The Senior Noteholder
and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Junior Noteholders.


 


(b)       The
applicable Senior Noteholder may, at its election, deliver to the Junior Noteholders drafts of the preliminary and final Securitization
offering memoranda, preliminary and final prospectus and any other disclosure documents and the Servicing Agreement simultaneously
with distributions of any such documents to the general working group of the related Securitization. The Junior Noteholders may,
at its election, review and comment thereon insofar as it relates to any Junior Note and/or Junior Noteholder, and, if the Junior
Noteholders elect to review and comment, the Junior Noteholders shall review and comment thereon as soon as possible (but in no
event later than (i) in the case of the first draft thereof, two (2) Business Days after receipt thereof and (ii) in the case
of each subsequent draft thereof, the deadline provided to the general working group of the related Securitization for review
and comment), and if the Junior Noteholders fail to respond within such time, the Junior Noteholders shall be deemed to have elected
to not comment thereon. In the event of any disagreement between the Junior Noteholders with respect to the preliminary and final
offering memoranda, preliminary and final prospectus or any other disclosure documents the applicable Senior Noteholder’s
determination shall control. The Junior Noteholders have no obligation and shall have no liability with respect to any such offering
documents other than the accuracy of any comments it elects to make regarding itself.


 






    	77 



     


    

 


(c)       Notwithstanding
anything herein to the contrary, the Senior Noteholders acknowledge and agree that (i) the Junior Noteholders shall not be required
to incur any out-of-pocket expenses in connection with a Securitization of any Senior Note and (ii) the Junior Noteholders shall
not be required to disclose any of the beneficial owners of the managed account on behalf of which it is holding the Junior Notes.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	78 



     


    

 






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


 





	 	GOLDMAN SACHS MORTGAGE COMPANY, as Initial Note A-1 Holder and Initial Agent
	 	 
	 	By:	/s/ Leah Nivison
	 	 	Name: Leah Nivison
	 	 	Title:  Authorized Signatory
	 	 	 
	 	GOLDMAN SACHS MORTGAGE COMPANY, as Initial Note A-2 Holder
	 	 
	 	By:	/s/ Leah Nivison
	 	 	Name: Leah Nivison
	 	 	Title:  Authorized Signatory
	 	 	 
	 	GOLDMAN SACHS MORTGAGE COMPANY, as Initial Note A-3 Holder
	 	 
	 	By:	/s/ Leah Nivison
	 	 	Name: Leah Nivison
	 	 	Title:  Authorized Signatory



 


1999 AVENUE OF THE STARS AGREEMENT AMONG NOTEHOLDERS


 



     


     


    

 


	 	 	 
	 	AMERICAN GENERAL LIFE INSURANCE COMPANY, a Texas corporation, as Initial Note B-1 Holder
	 	 
	 	By:	   AIG Asset Management (U.S.), LLC,
	 	a Delaware limited liability company,
	 	its Investment Advisor
	 	 	 
	 	By:	/s/ Keith C. Honig
	 	Name: Keith C. Honig
	 	Title:  Managing Director
	 	 	 
	 	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas corporation, as Initial Note B-2 Holder
	 	 
	 	By:	   AIG Asset Management (U.S.), LLC,
	 	a Delaware limited liability company,
	 	its Investment Advisor
	 	 	 
	 	By:	/s/ Keith C. Honig
	 	Name: Keith C. Honig
	 	Title:  Managing Director
	 	 	 
	 	THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York corporation, as Initial
    Note B-3 Holder
	 	 
	 	By:	   AIG Asset Management (U.S.), LLC,
	 	a Delaware limited liability company,
	 	its Investment Advisor
	 	 	 
	 	By:	/s/ Keith C. Honig
	 	Name: Keith C. Honig
	 	Title:  Managing Director



 


1999 AVENUE OF THE STARS AGREEMENT BETWEEN NOTEHOLDERS


 



     


     


    

 


	 	 	 
	 	NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA., a Pennsylvania corporation, as Initial Note
    B-4 Holder
	 	 
	 	By:	AIG Asset Management (U.S.), LLC,
	 	a Delaware limited liability company,
	 	its Investment Advisor
	 	 	 
	 	By:	/s/ Keith C. Honig
	 	Name: Keith C. Honig
	 	Title:  Managing Director




 


1999
AVENUE OF THE STARS AGREEMENT BETWEEN NOTEHOLDERS


 



     


     


    

 


EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


A.       Description
of Mortgage Loan:


 


	Mortgage
    Loan:	Loan
    Agreement, dated as of April 10, 2017 between Goldman Sachs Mortgage Company, a New York limited partnership, as lender (together
    with its successors and assigns “Lender”), and 1999 Stars, LLC, as borrower (together with its permitted
    successors and assigns, “Borrower”)
	Date
    of the Mortgage Loan:	April
    10, 2017
	Date
    of the Notes:	April
    10, 2017
	Initial
    Principal Amount of Mortgage Loan:	$425,000,000
	Location
    of Mortgaged Property:	Los
    Angeles, California
	Initial
    Maturity Date:	Monthly
    Payment Date in May 2027


 


B.       Description
of Note Interests:


 


	Initial
    Note A-1 Principal Balance:	$95,500,000
	Initial
    Note A-2 Principal Balance:	$100,000,000
	Initial
    Note A-3 Principal Balance:	$37,260,000
	Initial
    Senior Note Principal Balance:	$232,760,000
	Initial
    Note B-1 Principal Balance:	$90,737,280
	Initial
    Note B-2 Principal Balance:	$44,984,160
	Initial
    Note B-3 Principal Balance:	$19,992,960
	Initial
    Note B-4 Principal Balance:	$36,525,600



 



    A-1 


     


    

 


	Initial
    Junior Note Principal Balance:	$192,240,000
	Initial
    Note A-1 Percentage Interest:	22.47%
	Initial
    Note A-2 Percentage Interest:	23.53%
	Initial
    Note A-3 Percentage Interest:	8.77%
	Initial
    Note B-1 Percentage Interest:	21.35%
	Initial
    Note B-2 Percentage Interest:	10.58%
	Initial
    Note B-3 Percentage Interest:	4.70%
	Initial
    Note B-4 Percentage Interest:	8.59%
	Initial
    Senior Note Percentage Interest	54.77%
	Initial
    Junior Note Percentage Interest	45.23%
	Senior
    Note Rate:	4.136512631036260%
	Junior
    Note Rate:	4.080500000000000%



 



    A-2 


     


    

 


EXHIBIT
B


 


		1.	Initial
Note A-1 Holder, Initial Note A-2 Holder and Initial Note A-3 Holder:



 


(Prior
to Securitization of Note A-1, Note A-2 and Note A-3):


 


Goldman
Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison


Email:
leah.nivison@gs.com


 


with
a copy to:


 


Goldman
Sachs Mortgage Company

6011 Connection Drive, Suite 550

Irving, Texas 75039

Attention: Joe Osborne


Email:
joe.osborne@gs.com


 


(Following
Securitization of Note A-1):


 


		(i)	Depositor:



 


GS
Mortgage Securities Corporation II


200
West Street


New
York, New York 10282


Attention:
Leah Nivison


Email:
leah.nivison@gs.com


 


with
a copy to:


 


Joe
Osborne


Email:
joe.osborne@gs.com


 


		(ii)	Master
Servicer and Special 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:


 



    B-1 


     


    

 


Stinson
Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Fax number: (816) 412-9338


 


		(iii)	Trustee
and Certificate Administrator:



 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road


Columbia,
Maryland 21045-1951


Attention:
Corporate Trust Services CMBS – GS 2017-GS6


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


trustadministrationgroup@wellsfargo.com


 


		(iv)	Operating
Advisor and Asset Representations Reviewer:



 


Pentalpha
Surveillance LLC


375
North French Road, Suite 100


Amherst,
New York 14228


Attention:
Don Simon, Chief Operating Officer


Email:
don.simon@pentalphasurveillance.com;


notices@pentalphasurveillance.com


 



    B-2 


     


    

 





		2.	Initial
                                         Note B-1 Holder



 


American
General Life Insurance Company


c/o
AIG Investments


777
S. Figueroa Street, 16th Floor


Los
Angeles, CA 90017-5800


Attention:
Vice President, Servicing-Commercial Mortgage Lending


 


		3.	Initial
                                         Note B-2 Holder



 


The
Variable Annuity Life Insurance Company


c/o
AIG Investments


777
S. Figueroa Street, 16th Floor


Los
Angeles, CA 90017-5800


Attention:
Vice President, Servicing-Commercial Mortgage Lending


 


		4.	Initial
                                         Note B-3 Holder



 


The
United States Life Insurance Company in the City of New York


c/o
AIG Investments


777
S. Figueroa Street, 16th Floor


Los
Angeles, CA 90017-5800


Attention:
Vice President, Servicing-Commercial Mortgage Lending


 


		5.	Initial
                                         Note B-4 Holder



 


National
Union Fire Insurance Company of Pittsburgh, PA.


c/o
AIG Investments


777
S. Figueroa Street, 16th Floor


Los
Angeles, CA 90017-5800


Attention:
Vice President, Servicing-Commercial Mortgage Lending


 



    B-3 


     


    

 





EXHIBIT
C



PERMITTED FUND MANAGERS


 


		1.	Westbrook
                                         Partners






		2.	DLJ
                                         Real Estate Capital Partners






		3.	iStar
                                         Financial Inc.






		4.	Capital
                                         Trust, Inc.






		5.	Lend-Lease
                                         Real Estate Investments






		6.	Archon
                                         Capital, L.P.






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






		8.	The
                                         Blackstone Group International Ltd.






		9.	Apollo
                                         Real Estate Advisors






		10.	Colony
                                         Capital, Inc.






		11.	Praedium
                                         Group






		12.	J.E.
                                         Roberts Companies






		13.	Fortress
                                         Investment Group, LLC






		14.	Lonestar
                                         Opportunity Fund






		15.	Clarion
                                         Partners






		16.	Walton
                                         Street Capital, LLC






		17.	Starwood
                                         Financial Trust






		18.	BlackRock,
                                         Inc.






		19.	Rialto
                                         Capital Management, LLC






		20.	Raith
                                         Capital Partners, LLC






		21.	Rialto
                                         Capital Advisors LLC






		22.	Teachers
                                         Insurance and Annuity Association of America






		23.	Principal
                                         Real Estate Investors, LLC






		24.	Metropolitan
                                         Life Insurance Company






		25.	New
                                         York Life Insurance Company






		26.	KKR
                                         Real Estate Manager Finance LLC



 



    C-1 


     


    

 





EXHIBIT
D



MORTGAGE LOAN DOCUMENTS


 


		1.	Loan
                                         Agreement among Lender and Borrower.






		2.	Amended
                                         and Restated Promissory Note A-1 by Borrower to Goldman Sachs Mortgage Company.






		3.	Amended
                                         and Restated Promissory Note A-2 by Borrower to Goldman Sachs Mortgage Company.






		4.	Amended
                                         and Restated Promissory Note A-3 by Borrower to Goldman Sachs Mortgage Company.






		5.	Amended
                                         and Restated Promissory Note B-1 by Borrower to American General Life Insurance Company.






		6.	Amended
                                         and Restated Promissory Note B-2 by Borrower to The Variable Annuity Life Insurance Company.






		7.	Amended
                                         and Restated Promissory Note B-3 by Borrower to The United States Life Insurance Company
                                         in the City of New York.






		8.	Amended
                                         and Restated Promissory Note B-4 by Borrower to National Union Fire Insurance Company
                                         of Pittsburgh, Pa.






		9.	Deed
                                         of Trust, Assignment of Rents and Leases, Collateral Assignment of Property Agreements,
                                         Security Agreement and Fixture Filing by Borrower in favor of Lender.






		10.	Cash
                                         Management Agreement among Wells Fargo Bank, National Association, as Cash Management
                                         Bank, Borrower and Lender.






		11.	Deposit
                                         Account Control Agreement among Wells Fargo Bank, National Association, as Bank, Borrower
                                         and Lender.






		12.	Mortgage
                                         Loan Cooperation Agreement by Borrower in favor of Lender.






		13.	Environmental
                                         Indemnity Agreement by JMB Realty Corporation (the “Sponsor”) and Borrower
                                         in favor of Lender.






		14.	Guaranty
                                         by Sponsor, as Guarantor, in favor of Lender.






		15.	Consent
                                         and Agreement of Manager And Subordination of Management Agreement by JMB Constellation,
                                         LLC, as Manager, and Borrower for the benefit of Lender.






		16.	Consent
                                         and Agreement of Parking Manager And Subordination of Parking Management Agreement by
                                         Laz Parking California, LLC, as Parking Manager, and Borrower for the benefit of Lender.






		17.	Intercreditor,
                                         Subordination and Standstill Agreement among JMB Constellation, LLC, as Agent for the
                                         Parent Lenders, Goldman Sachs Mortgage Company, as Mortgage Lender and Goldman Sachs
                                         Mortgage Company as Mezzanine Lender.






		18.	UCC-1
                                         financing statement naming Borrower as debtor and Lender as secured party, filed with
                                         the Secretary of State of the State of Delaware.



 



    D-1 


     


    

 





EXHIBIT
E


 


“Appraisal
Reduction Event”: With respect to the Mortgage Loan, the earliest of (i) the date on which a reduction in the amount
of Periodic Payments on the Mortgage Loan or related Companion Loan, as applicable, or a change in any other material economic
term of such Mortgage Loan or related Companion Loan, as applicable, (other than an extension of the Maturity Date), becomes effective
as a result of a modification of such Mortgage Loan or related Companion Loan, as applicable, by the Special Servicer, (ii) the
60th day after an uncured delinquency (without regard to the application of any Grace Period), other than any uncured delinquency
in respect of a Balloon Payment, occurs in respect of such Mortgage Loan or related Companion Loan, as applicable, (iii) solely
in the case of a delinquent Balloon Payment, (A) the date occurring 60 days beyond the date on which that Balloon Payment was
due (except as described in clause (B) below) or (B) if the Mortgagor has delivered to the master servicer or special servicer
(and in either such case the Master Servicer or the Special Servicer, as applicable, will be required to promptly deliver a copy
thereof to the other such servicer), a refinancing commitment acceptable to the Special Servicer prior to the date 60 days after
maturity, the date occurring 120 days after the date on which that Balloon Payment was due (or for such shorter period beyond
the date on which that Balloon Payment was due during which the refinancing is scheduled to occur), (iv) the date on which the
Mortgaged Property became an REO Property, (v) the sixtieth (60th) day after a receiver or similar official is appointed (and
continues in that capacity) in respect of the Mortgaged Property, (vi) the sixtieth (60th) day after the date the Mortgagor
or the tenant at a single tenant property is subject to a bankruptcy, insolvency or similar proceedings (if not dismissed within
those sixty (60) days), and (vii) the date on which the Mortgage Loan remains outstanding 5 years following any extension of its
maturity date pursuant to the Servicing Agreement; provided, however, that an Appraisal Reduction Event shall not
occur at any time when the aggregate Certificate Balances of all Classes of Subordinate Certificates have been reduced to zero.
The Special Servicer shall notify the Master Servicer, the Directing Holder and the Operating Advisor, or the Master Servicer
shall notify the Special Servicer and the Operating Advisor, as applicable, promptly upon such Person having notice or knowledge
of the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal
Reduction Event shall be subject to the provisions of Section 4.05 of the Servicing Agreement.


 



    E-1