Exhibit 4.10


 


EXECUTION VERSION


 


RESIZING AMENDMENT
to CO-LENDER AGREEMENT


(5
Penn Plaza loan)


This Resizing Amendment,
dated as of March 31, 2016 (this “Resizing Amendment”), is made and executed pursuant to Section 33 of the Co-Lender
Agreement, dated as of January 6, 2016 (the “Co-lender Agreement”), between Citigroup Global Markets Realty
Corp. (“CGMRC”), as initial owner of Note A-1, CGMRC, as initial owner of Note A-2, and Barclays Bank PLC, as
initial owner of Note A-3.


Capitalized terms
used in this Resizing Amendment and not otherwise defined herein shall have the meanings given to such terms in the Co-lender Agreement.


Section 1.   Notification of Resizing. CGMRC hereby notifies KeyBank National Association, in its capacity as Master Servicer under the
Lead Securitization Servicing Agreement (i.e. the Pooling and Servicing Agreement dated as of February 1, 2016 and relating to
the issuance of the Citigroup Commercial Mortgage Trust 2016-GC36, Commercial Mortgage Pass-Through Certificates, Series 2016-GC36),
that, as of March 30, 2016, in accordance with, and pursuant to, Section 33 of the Co-Lender Agreement, Note A-2 in the original
principal amount of $67,000,000 has been split and severed into two (2) pari passu promissory notes (the “Resizing”),
represented by (i) that certain Promissory Note A-2-I in the principal amount of $42,000,000 (“Note A-2-I”),
and (ii) that certain Promissory Note A-2-II in the principal amount of $25,000,000 (“Note A-2-II”), which replacement
promissory notes constitute New Notes under the Co-Lender Agreement.


Section 2.   Satisfaction
of Resizing Conditions. CGMRC hereby certifies that the conditions set forth in clauses (i) through (iv) of Section
33 of the Co-Lender Agreement have been satisfied with respect to the New Notes.


 


Section 3.   Amendment of Co-Lender Agreement. The Co-Lender Agreement is hereby amended as follows in connection with the Resizing:


(i)           The definition
of “Note A-2”, in the Co-Lender Agreement, shall hereafter refer to each of Note A-2-I and Note A-2-II. Any other defined
terms in the Co-Lender Agreement that relate to Note A-2 shall be construed in a manner correlative with the foregoing.


(ii)          Any and all
provisions in the Co-Lender Agreement that set forth the rights and obligations of Note A-2 and the holder(s) thereof shall be
construed to apply to each of Note A-2-I and Note A-2-II and their respective holders (the “Note A-2-I Holder”
and the “Note A-2-II Holder”, respectively), severally and not collectively.


(iii)         Any payments,
collections, costs, expenses, liabilities or other amounts allocable to the Notes and the Note Holders pursuant to the Co-Lender
Agreement shall be allocable to Note A-2-I and Note A-2-II and their respective Note Holders on a pari passu and pro rata basis
with the other Notes subject to the Co-Lender Agreement.


    	 



    	 



    

 


(iv)         Clause (b)
of the definition of “Controlling Note Holder” is revised to read as follows:


(b)          (i)          the
Note A-2-I Holder, if and for so long as (i) the owner(s) of more than 50% of Note A-1 is the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower and (ii) no more than 50% of Note A-2-I is owned by the Mortgage Loan Borrower or an Affiliate of
the Mortgage Loan Borrower; and


(ii)          the
Note A-2-II Holder, if and for so long as (i) the owner(s) of more than 50% of each of Note A-1 and Note A-2-I is the Mortgage
Loan Borrower or an Affiliate of the Mortgage Loan Borrower and (ii) no more than 50% of Note A-2-II is owned by the Mortgage Loan
Borrower or an Affiliate of the Mortgage Loan Borrower; and


(v)          The Mortgage
Loan Schedule attached to the Co-Lender Agreement as Exhibit A is hereby deleted in its entirety and replaced with the schedule
attached as Exhibit A hereto to reflect the creation of the New Notes.


Section 4.     Effectiveness of Resizing Amendment. This Resizing Amendment shall become effective upon its having been duly executed by
KeyBank National Association, as Master Servicer under the Lead Securitization Servicing Agreement on behalf of the Note Holders,
and acknowledged and accepted by CGMRC with respect to Sections 1 and 2 hereof.


Section 5.     Governing Law. This Resizing Amendment and any claim, controversy or dispute arising under or related to this Resizing Amendment,
the relationship of the parties to this Resizing Amendment, and/or the interpretation and enforcement of the rights and obligations
of the parties to this Resizing Amendment shall be governed by and construed in accordance with the internal laws and decisions
of the state of New York, without regard to the choice of law rules thereof (other than section 5-1401 of the New York general
obligations law).


Section 6.     Counterparts. This Resizing Amendment 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 Resizing Amendment in Portable Document Format (PDF) or by facsimile transmission
shall be effective as delivery of a manually executed original counterpart of this Resizing Amendment.


Section 7.     Captions. The titles and headings of the
paragraphs of this Resizing Amendment 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 Resizing
Amendment.


Section 8.     Severability. Wherever possible, each provision
of this Resizing Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Resizing Amendment 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
Resizing Amendment.


Section 9.     Continuation
of Co-Lender Agreement. Except as amended hereby, the Co-Lender Agreement shall continue to remain in full force and effect.


 


[SIGNATURE PAGE FOLLOWS]



    	 



    	 



    
 

IN WITNESS WHEREOF, the undersigned
has caused this Resizing Amendment to be duly executed as of the day and year first above written.




	 	 	 
	 	KeyBank National Association, in its capacity as Master Servicer under the Lead Securitization Servicing Agreement, on behalf of the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder



	 	 	 
	 	By: 	 /s/ Bryan Nitcher
	 	 	Name: Bryan Nitcher
Title: Senior Vice President



 


Resizing Amendment to Co-Lender Agreement (5
Penn Plaza)


 







    	 



    	 



    
 


	 	 	 
	ACKNOWLEDGED
                    AND AGREED:


	 
	 	 	 
	CITIGROUP GLOBAL MARKETS REALTY CORP., 

as Initial Note A-2 Holder for purposes of Sections 1 and 2
    hereof	 
	 	 	 
	By: 	/s/ Richard W. Simpson	 
	Name: Richard W. Simpson	 
	Title: Authorized Signatory	 






 


Resizing Amendment to Co-Lender Agreement (5
Penn Plaza)


 







    	 



    	 



    
 

EXHIBIT A


MORTGAGE LOAN SCHEDULE

 

Description of Mortgage Loan


 


	Mortgage Loan Borrower:	5 Penn Plaza LLC
	Date of Mortgage Loan:	January 6, 2016
	Date of Original Promissory Note:	January 6, 2016
	Date of Note A-1 and Note A-3:	January 25, 2016
	Date of Note A-2-I and Note A-2-II:	March 30, 2016
	Original Principal Amount of Mortgage Loan:	$260,000,000.00
	Initial Note A-1 Principal Balance:	$115,000,000.00
	Initial Note A-2-I Principal Balance:	$42,000,000.00
	Initial Note A-2-II Principal Balance:	$25,000,000.00
	Initial Note A-3 Principal Balance:	$78,000,000.00
	Location of Mortgaged Property:	New York, New York
	Initial Maturity Date:	January 6, 2026


 


Resizing Amendment to Co-Lender Agreement (5
Penn Plaza)