Exhibit 4.15


 


EXECUTION
VERSION 


 





CO-LENDER
AGREEMENT





 


Dated
as of November 1, 2017





by and between





 


GOLDMAN
SACHS MORTGAGE COMPANY

(Initial Note A-1 Holder)


 


and


 


GOLDMAN
SACHS MORTGAGE COMPANY

(Initial Note A-2 Holder)


 


Esperanza


 




    


     


    

 


TABLE
OF CONTENTS


 


Page


 




	Section
    1 	Definitions	1
	Section
    2   	Servicing
    of the Mortgage Loan	17
	Section
    3	Priority
    of Payments	23
	Section
    4  	Workout	24
	Section
    5  	Administration
    of the Mortgage Loan	25
	Section
    6   	Appointment
    of Controlling Note Holder Representative and Non-Controlling Note Holder Representative	29
	Section
    7  	Appointment
    of Special Servicer	30
	Section
    8  	Payment
    Procedure	31
	Section
    9   	Limitation
    on Liability of the Note Holders	32
	Section
    10 	Bankruptcy	33
	Section
    11 	Representations
    of the Note Holders	33
	Section
    12 	No
    Creation of a Partnership or Exclusive Purchase Right	34
	Section
    13 	Other
    Business Activities of the Note Holders	34
	Section
    14  	Sale
    of the Notes	34
	Section
    15  	Registration
    of the Notes and Each Note Holder	37
	Section
    16  	Governing
    Law; Waiver of Jury Trial	38
	Section
    17   	Submission
    To Jurisdiction; Waivers	38
	Section
    18 	Modifications	39
	Section
    19  	Successors
    and Assigns; Third Party Beneficiaries	39
	Section
    20  	Counterparts	39
	Section
    21 	Captions	39
	Section
    22 	Severability	39
	Section
    23 	Entire
    Agreement	39
	Section
    24 	Withholding
    Taxes	39
	Section
    25	Custody
    of Mortgage Loan Documents	41
	Section
    26  	Cooperation
    in Securitization	41
	Section
    27 	Notices	42
	Section
    28 	Broker	42
	Section
    29 	Certain
    Matters Affecting the Agent	43
	Section
    30  	Reserved	43
	Section
    31  	Resignation
    of Agent	43
	Section
    32  	Resizing	43



 



    i


     


    

 


THIS
CO-LENDER AGREEMENT (this “Agreement”), dated as of November 1, 2017 by and between GOLDMAN SACHS MORTGAGE
COMPANY (“GSMC” and together with its successors and assigns in interest, in its capacity as initial owner
of the Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial
Agent”) and 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” and, together with the Initial Note A-1 Holder, the “Initial Note
Holders”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), Goldman Sachs Bank USA (“GS Bank”) originated
a certain loan described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage
Loan”) to the mortgage loan borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”),
which was evidenced, inter alia, by two promissory notes, each dated as of October 27, 2017, in the aggregate original
principal amount of $40,000,000 (as amended, modified or supplemented, the “Notes”) made by the Mortgage Loan
Borrower in favor of GS Bank, and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”)
on certain real property located as described on the Mortgage Loan Schedule (the “Mortgaged Property”);


 


WHEREAS,
pursuant to (i) the Assignment and Conveyance Agreement dated November 6, 2017 between GS Bank, as seller, and GSMC, as purchaser
and (ii) the Assignment and Conveyance Agreement dated November 10, 2017 between GS Bank, as seller, and GSMC, as purchaser, GS
Bank has transferred all of its respective right, title and interest in and to the Note A-1 and Note A-2 to the Initial Note A-1
Holder and the Initial Note A-2 Holder, respectively;


 


WHEREAS,
the Mortgage Loan Borrower has executed and delivered (i) one promissory note in the original principal amount of $25,000,000
(“Note A-1”) made by the Mortgage Loan Borrower in favor of the Initial Note A-1 Holder (“Initial
Note A-1”) and (ii) one promissory note in the original principal amount of $15,000,000 (“Note A-2”)
made by the Mortgage Loan Borrower in favor of the Initial Note A-2 Holder (“Initial Note A-2”); and


 


WHEREAS,
the Initial Note A-1 Holder and the Initial Note A-2 Holder desire to enter into this Agreement to memorialize the terms under
which they, and their successors and assigns, shall hold Note A-1 and Note A-2, respectively;


 


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


 


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


 


 






    


     


    

 


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


 


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


 


“Agent
Office” shall mean the designated office of the Agent, which office at the date of this Agreement is located at Goldman
Sachs Mortgage Company, 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number (212) 428-1439, and which
is the address to which notices to and correspondence with the Agent should be directed. The Agent may change the address of its
designated office by notice to the Note Holders.


 


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


 


“Appraisal
Reduction Amount” shall have the meaning set forth in the Lead Securitization Servicing Agreement.


 


“Appraisal
Reduction Event” shall have the meaning set forth in the Lead Securitization Servicing Agreement.


 


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


 


“Asset
Representations Reviewer” shall mean the asset representations reviewer appointed as provided in the Lead Securitization
Servicing Agreement.


 


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


 


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


 


“Balloon
Payment” shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing
Agreement.


 


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


 


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


 






    2


     


    

 


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


 


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


 


“Collateral
Deficiency Amount” shall have the meaning set forth in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Control
Termination Event” shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization
Servicing Agreement.


 


“Consultation
Termination Event” shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization
Servicing Agreement.


 


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


 


“Depositor”
shall mean the depositor appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 






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“First
Securitization” shall mean the earliest to occur of the Note A-1 Securitization and the Note A-2 Securitization.


 


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


 


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


 


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


 


“Indemnified
Items” shall have the meaning assigned to such term in Section 2.


 


“Indemnified
Parties” shall have the meaning assigned to such term in Section 2.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


  



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one entity comprises the Mortgage Loan Borrower, the term “Mortgage Loan Borrower” shall refer to any such entity.


 


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


 


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


 


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


 


“Lead
Securitization” shall mean (a) if the First Securitization is also the Note A-1 Securitization, such First Securitization
and (b) if the First Securitization is not also the Note A-1 Securitization, then (i) for the period from the closing date of
the First Securitization until the Securitization of Note A-1, the First Securitization and (ii) on and after the Securitization
of Note A-1, the Note A-1 Securitization.


 


“Lead
Securitization Note” shall mean (a) during the period from and after the Securitization of Note A-2 but prior to the
Securitization of Note A-1, the Note to be contributed to the First Securitization; and (b) on and after the Securitization of
Note A-1, Note A-1.


 


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


 


“Lead
Securitization Servicing Agreement” shall mean, as of any date of determination, the pooling and servicing agreement
that governs the Securitization that is then the Lead Securitization; provided, that during any period that the Mortgage Loan
is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the “Lead Securitization Servicing
Agreement” shall be determined in accordance with the second paragraph of Section 2(a).


 


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


 


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


 


“Liquidation
Fee” shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing
Agreement.


 


“Liquidation
Proceeds” shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing
Agreement.


 






    5


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


(vi)        any
release of material collateral or any acceptance of substitute or additional collateral for the Mortgage Loan or any consent to
either of the foregoing, other than if required pursuant to the specific terms of the related Mortgage Loan Documents and for
which there is no lender discretion;


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(xiv)      any
determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer under the circumstances described in
clause (iii) of the definition of “Servicing Transfer Event” (as defined in the Lead Securitization Servicing Agreement);
or


 


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


 


“Master
Servicer” shall mean the master servicer appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 






    7


     


    

 


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


 


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of October 27, 2017, between the Mortgage Loan Borrower, as
borrower and Goldman Sachs Bank USA, as lender, as may be amended, restated, supplemented or otherwise modified from time to time,
subject to the terms hereof.


 


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


 


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


 


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


 


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


 


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


 


“Non-Controlling
Note” shall mean Note A-2.


 


“Non-Controlling
Note Holder” means the Note A-2 Holder; provided that at any time Note A-2 is included in a Securitization, references
to the “Non-Controlling Note Holder” herein shall mean the Non-Lead Securitization Subordinate Class Representative
or any other party assigned the rights to exercise the rights of the “Non-Controlling Note Holder” hereunder, as and
to the extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization
Note Holder (and the Master Servicer and the Special Servicer) has been given written notice; provided that if at any time 50%
or more of Note A-1 is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled
to exercise the rights of the Controlling Note Holder. The Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) shall not be required at any time to deal with more than one party exercising the rights of the
“Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement and, (x) to the extent that
the related Non-Lead Securitization Servicing Agreement assigns such rights to more than one party or (y) to the extent Note A-2
is split into two or more New Notes pursuant to Section 32, 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 Lead Securitization Note Holder (or the Master
Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization
Note Holder (and the Master Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such
designation and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
shall be entitled to treat the last party as to which it has received written notice as having been designated as the Non-Controlling
Note Holder, as the Non-Controlling Note Holder for all purposes of this Agreement. As of the date hereof and until


  



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further notice
from the Non-Lead Securitization Note Holder (or the Non-Lead Master Servicer or another party acting on its behalf), the Initial
Note A-2 Holder is the Non-Controlling Note Holder.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Non-Lead
Securitization Servicing Agreement” shall mean, (a) prior to the Securitization of Note A-1, any Securitization Servicing
Agreement other than the Lead Securitization Servicing Agreement and (b) on and after the Securitization of Note A-1, the Note
A-2 Pooling and Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Non-Securitizing
Note Holder” shall mean, with respect to a Securitization, each Note Holder that is not a Securitizing Note Holder with
respect to such Securitization.


 


“Nonrecoverable
Property Protection Advance” shall have the meaning given to such term or any one or more analogous terms in the Lead
Securitization Servicing Agreement.


 


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


 


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


 


“Note
A-1 Pooling and Servicing Agreement” shall mean the servicing agreement for the Note A-1 Securitization.


 


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


 






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


 


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


 


“Note
A-2 Pooling and Servicing Agreement” shall mean the pooling and servicing agreement to be entered into in connection
with the Securitization of Note A-2 and issuance of the GS Mortgage Securities Trust 2017-GS8, Commercial Mortgage Pass-Through
Certificates, Series 2017-GS8, by and among (a) GS Mortgage Securities Corporation II, as the depositor, (b) Wells Fargo Bank,
National Association, as the master servicer, (c) Midland Loan Services, a Division of PNC Bank, National Association, as the
special servicer, (d) Wells Fargo Bank, National Association, as the certificate administrator, (e) Wilmington Trust, National
Association, as the trustee, (f) Pentalpha Surveillance LLC, as the operating advisor and (g) Pentalpha Surveillance LLC, as the
asset representations reviewer.


 


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


 


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


 


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


 


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


 


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


 


“Operating
Advisor” shall mean the operating advisor appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


“Owned
Note” shall have the meaning assigned to such term in Section 32.


 


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


 


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


 






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“Periodic
Payment” shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing
Agreement.


 


“Permitted
Fund Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached
hereto and made a part hereof or any other nationally-recognized manager of investment funds investing in debt or equity interests
relating to commercial real estate, (ii) investing through a fund with committed capital of at least $250,000,000 and (iii) not
subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


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


 


“Property
Protection Advances” shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization
Servicing Agreement.


 


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


 


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


 


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


 


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


 


(c)          one
or more of the following:


 


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


 


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


 






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(1), (2), (3)
or (7) of Regulation D under the Securities Act of 1933, as amended, or


 


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


 


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


 


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


 


in
the case of any entity referred to in clause (c)(i), (ii), (iii), (iv)(B) or (v) of this definition, (x) such entity has at least
$200,000,000 in capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory firm or similar
fiduciary) and at least $600,000,000 in total assets (in name or under management), and (y) is regularly engaged in the business
of making or owning commercial real estate loans (or interests therein) similar to the Mortgage


 



    13


     


    

 


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


 


(d)          any
entity Controlled by any of the entities described in clause (c) (other than clause (c)(iii)) above or that is the subject of
a Rating Agency Confirmation as a Qualified Institutional Lender for purposes of this Agreement from each of the Rating Agencies
engaged by the Depositor and any Non-Lead Depositor to rate the securities issued by the related Securitization Trust.


 


“Qualified
Trustee” means any Person that is (i) a corporation, national bank, national banking association or a trust company,
organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise
corporate trust powers and to accept the trust conferred, having a combined capital and surplus of at least $50,000,000 and subject
to supervision or examination by federal or state authority and (ii) an institution whose long-term senior unsecured debt is rated
at least “A” (or its equivalent) by each of the applicable Rating Agencies.


 


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


 


“Rating
Agency Confirmation” shall mean prior to a Securitization with respect to any matter, confirmation in writing (which
may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified
will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class
of certificates (if then rated by the Rating Agency); provided that a written waiver or other acknowledgment from the Rating Agency
indicating its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy
the requirement for the Rating Agency Confirmation from each Rating Agency with respect to such matter and after a Securitization,
the meaning given thereto or any analogous term in the Lead Securitization Servicing Agreement including any deemed Rating Agency
Confirmation.


 


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


 


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


 






    14


     


    

 


staff from time to time, in each
case as effective from time to time as of the compliance dates specified therein.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Servicing
Fee” shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing
Agreement.


 


“Servicing
Fee Rate” shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing
Agreement.


 


“Special
Servicer” shall mean the special servicer or excluded mortgage loan special servicer, as applicable, appointed as provided
in the Lead Securitization Servicing Agreement and this Agreement.


 


“Special
Servicing Fee” shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization
Servicing Agreement.


 


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


 


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


 


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


 


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


 






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


 


“Workout
Fees” shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing
Agreement.


 


Section
2.          Servicing of the Mortgage Loan.


 


(a)          Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and
after the date of the First Securitization pursuant to the Lead Securitization Servicing Agreement; provided that the Master
Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Note other than the Lead
Securitization Note if such principal or interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance
delinquent real estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance
and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement including
any provisions governing the determination of non-recoverability. Each Note Holder acknowledges that the other Note Holder may
elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably
cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. Subject to the
terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment of
the Master Servicer, Operating Advisor, Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement
by the Depositor and the appointment of the initial Special Servicer by the Controlling Note Holder as may be replaced pursuant
to the terms of the Lead Securitization Servicing Agreement and agrees to reasonably cooperate with the Master Servicer and the
Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement.
Each Note Holder hereby irrevocably appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization
as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and
servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights
of the Note Holder set forth herein and in the Lead Securitization Servicing Agreement). In no event shall the Lead Securitization
Servicing Agreement require the Servicer to enforce the rights of any Note Holder against the other Note Holder or limit the Servicer
in enforcing the rights of one Note Holder against the other Note Holder; however, this statement shall not be construed to otherwise
limit the rights of one Note Holder with respect to the other Note Holder. Each Servicer shall be required pursuant to the Lead
Securitization Servicing Agreement to service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage
Loan Documents, the Lead Securitization Servicing Agreement and applicable law, and shall not take any action or refrain from
taking any action or follow any direction inconsistent with the foregoing.


 


At
any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note
Holders agree to cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note
Holders,


 






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pursuant to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing
Agreement and all references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing
agreement; provided, however, that if the Non-Lead Securitization Note is in a Securitization, then a written confirmation
shall have been obtained from each Rating Agency that the appointment of the servicer(s) pursuant to such servicing agreement
would not, in and of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the securities
issued in connection with such Securitization; provided, further, however, that until a replacement servicing
agreement has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant to
the provisions of the Lead Securitization Servicing Agreement as if such agreement was still in full force and effect with respect
to the Mortgage Loan, by the Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Note Holder
that is a qualified servicer meeting the requirements of the Lead Securitization Servicing Agreement, but with the obligation
of such Servicer to make any P&I Advances in respect of the Mortgage Loan being deemed inoperative.


 


(b)          The
Master Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent provided
in the Lead Securitization Servicing Agreement) (i) shall be required to make Property Protection Advances with respect to the
Mortgage Loan, subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, and (ii) may be required
to make P&I Advances on the Lead Securitization Note, if and to the extent provided in the Lead Securitization Servicing Agreement
and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to reimbursement
for a Property Protection Advance, first from funds on deposit in the Collection Account and/or the Whole Loan Custodial
Account for the Mortgage Loan that (in any case) represent amounts received on or in respect of the Mortgage Loan, and then,
in the case of Nonrecoverable Property Protection Advances, if such funds on deposit in the Collection Account and/or the Whole
Loan Custodial Account are insufficient, from general collections of the Lead Securitization as provided in the Lead Securitization
Servicing Agreement and from general collections of the Non-Lead Securitization as provided below. The Master Servicer, the Special
Servicer and the Trustee, as applicable, will be entitled to reimbursement for advance interest amounts on a Property Protection
Advance or a Nonrecoverable Property Protection Advance, in the manner and from the sources provided in the Lead Securitization
Servicing Agreement, including from general collections of the Lead Securitization and, in the case of Property Protection Advances,
from general collections of the Non-Lead Securitization as provided below. To the extent the Master Servicer, the Special Servicer
or the Trustee, as applicable, obtains funds from general collections of the Lead Securitization as a reimbursement for a Nonrecoverable
Property Protection Advance or any advance interest amounts on a Property Protection Advance or a Nonrecoverable Property Protection
Advance, the Non-Lead Securitization Note Holder (including from general collections or any other amounts from any Non-Lead Securitization
Trust) shall be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization for its pro
rata share of such Nonrecoverable Property Protection Advance or advance interest amounts.


 


In
addition, the Non-Lead Securitization Note Holder (including, but not limited to, any Non-Lead Securitization Trust) shall be
required to, promptly following notice from the


 






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Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization
for the Non-Lead Securitization Note Holder’s pro rata share of any additional trust fund expenses with respect to
the Mortgage Loan and the Mortgaged Property, any other fees, costs or expenses incurred in connection with the servicing and
administration of the Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor or the Depositor, as applicable, is entitled to be reimbursed pursuant to the Lead Securitization
Servicing Agreement and any costs, fees and expenses related to obtaining any Rating Agency Confirmation, to the extent amounts
on deposit in the Collection Account and/or the Whole Loan Custodial Account that are allocated to the Non-Lead Securitization
Note are insufficient for reimbursement of such amounts. The Non-Lead Securitization Holder agrees to indemnify (i) (as and to
the same extent the Lead Securitization Trust is required to indemnify each of the following parties in respect of other mortgage
loans in the Lead Securitization Trust pursuant to the terms of Lead Securitization Servicing Agreement) each of the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor (and any director, officer,
employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Lead Securitization
Servicing Agreement in respect of other mortgage loans) and (ii) the Lead Securitization Trust (such parties in clause (i) and
the Lead Securitization Trust, collectively, the “Indemnified Parties”) against any claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection
with the servicing and administration of the Mortgage Loan and the Mortgaged Property (or, with respect to the Operating Advisor,
incurred in connection with the provision of services for the Mortgage Loan) under the Lead Securitization Servicing Agreement
(collectively, the “Indemnified Items”) to the extent of its pro rata share of such Indemnified Items, and
to the extent amounts on deposit in the Collection Account and/or the Whole Loan Custodial Account that are allocated to the Non-Lead
Securitization Note are insufficient for reimbursement of such amounts, the Non-Lead Securitization Note Holder shall be required
to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse each of the applicable
Indemnified Parties for its pro rata share of the insufficiency, (including, if the Non-Lead Securitization Note has been included
in a Non-Lead Securitization, from general collections or any other amounts from such Non-Lead Securitization Trust).


 


The
master servicer under the Non-Lead Securitization (the “Non-Lead Master Servicer”) may be required to make
P&I Advances on the Non-Lead Securitization Note, from time to time, subject to the terms of the Non-Lead Securitization Servicing
Agreement, the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee,
as applicable, shall be entitled to make their own recoverability determination with respect to a P&I Advance to be made on
the Lead Securitization Note based on the information that they have on hand and in accordance with the Lead Securitization Servicing
Agreement. The Non-Lead Master Servicer and the special servicer and the trustee under the Non-Lead Securitization Servicing Agreement
(respectively, the “Non-Lead Special Servicer” and the “Non-Lead Trustee”), as applicable,
shall be entitled to make their own recoverability determination with respect to a P&I Advance to be made on the Non-Lead
Securitization Note based on the information that they have on hand and in accordance with the Non-Lead Securitization Servicing
Agreement. The Master Servicer and the Trustee, as applicable, and the Non-Lead Master Servicer or the Non-Lead Trustee shall
be required to notify the other of the amount of its P&I Advance within two business days of making such


 






    19


     


    

 


advance. If the Master
Servicer, the Special Servicer or the Trustee, as applicable (with respect to the Lead Securitization Note) or the Non-Lead Master
Servicer, Non-Lead Special Servicer or the Non-Lead Trustee, as applicable (with respect to the Non-Lead Securitization Note),
determines that a proposed P&I Advance, if made, would be non-recoverable or an outstanding P&I Advance is or would be
non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee, as applicable, subsequently determines that a
proposed Property Protection Advance would be non-recoverable or an outstanding Property Protection Advance is or would be non-recoverable,
then the Master Servicer or the Trustee (as provided in the Lead Securitization Servicing Agreement, in the case of a determination
of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or the Non-Lead Master Servicer or the Non-Lead
Trustee (as provided in the Non-Lead Securitization Servicing Agreement, in the case of the a determination of non-recoverability
by the Non-Lead Master Servicer, the Non-Lead Special Servicer or the Non-Lead Trustee) shall notify the Master Servicer and the
Trustee, or the Non-Lead Master Servicer and the Non-Lead Trustee, as the case may be, of the other Securitization within two
business days of making such determination. Each of the Master Servicer, the Trustee, the Non-Lead Master Servicer and the Non-Lead
Trustee, as applicable, will only be entitled to reimbursement for a P&I Advance and advance interest thereon that becomes
non-recoverable first from the Whole Loan Custodial Account from amounts allocable to the Note for which such P&I Advance
was made, and then, if funds are insufficient, (i) in the case of the Lead Securitization Note, from general collections
of the Lead Securitization Trust, pursuant to the terms of the Lead Securitization Servicing Agreement and (ii) in the case of
the Non-Lead Securitization Note, from general collections of the related Securitization Trust, as and to the extent provided
in the Non-Lead Securitization Servicing Agreement.


 


(c)          The
Non-Lead Securitization Note Holder agrees that, if the 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
Non-Lead Securitization Note Holder 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 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 Non-Lead Securitization Servicing Agreement for the Non-Lead
Securitization Note Holder’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 Lead Securitization Servicing Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator or
the Trustee to reimburse itself from the Lead Securitization Trust’s


 






    20


     


    

 


general account, then the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as applicable, may do so, and the Non-Lead Master Servicer will be required
to, promptly following notice from the Master Servicer, 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 Non-Lead Securitization Servicing
Agreement for the Non-Lead Securitization Note Holder’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
Lead Securitization Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any additional trust
fund expenses with respect to the Mortgage Loan) by the Non-Lead Securitization Trust, against any of the Indemnified Items to
the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Whole Loan Custodial
Account that are allocated to the Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the Non-Lead
Master Servicer will be required to reimburse each of the applicable Indemnified Parties for the 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 Non-Lead Securitization Servicing Agreement;


 


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


 


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


 


(d)          Prior
to the Securitization of any Note (including any New Note), all notices, reports, information or other deliverables required to
be delivered to a Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) only need to be delivered to the related Note
Holder (or its Note Holder Representative) and, when so delivered to such Note Holder (or Note Holder Representative, as applicable),
the Lead


 






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Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have
satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement.
Following the Securitization of any Note (including any New Note), as applicable, all notices, reports, information or other deliverables
required to be delivered to a Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the master
servicer and the special servicer with respect to such Securitization (who then may forward such items to the party entitled to
receive such items as and to the extent provided in the related Securitization Servicing Agreement) and, when so delivered to
such master servicer and the special servicer, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer
acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under
the Lead Securitization Servicing Agreement; provided, however, that all items that relate to a Non-Lead Depositor’s
compliance with any applicable securities laws shall also be delivered to such Non-Lead Depositor.


 


(e)          In
addition to the foregoing, each Securitization Servicing Agreement shall contain terms and conditions that are customary for securitization
transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax
elections of the trust fund formed pursuant to such Securitization Servicing Agreement, (ii) required by law or changes in any
law, rule or regulation or (iii) requested by the Rating Agencies rating the related Securitization. Each Non-Lead Securitization
Note Holder shall have the right to designate the Non-Lead Master Servicer and Non-Lead Special Servicer with respect to the Securitization
related to its Note, as long as each such Servicer satisfies the conditions to be the master servicer or special servicer, as
applicable, set forth in the Lead Securitization Servicing Agreement. Without limiting the generality of any provision set forth
above, for purposes of the Mortgage Loan, each Lead Securitization Servicing Agreement shall contain (a) provisions requiring
the Master Servicer and the Special Servicer to maintain, or subjecting them to possible termination for not maintaining, compliance
with customary servicer rating criteria (but the rating agencies need not be the same) and, (b) provisions substantially similar
in all material respects to or materially consistent with those set forth in the Note A-2 Pooling and Servicing Agreement with
respect to (i) periodic reporting and periodic delivery of service provider compliance documents under Regulation AB (and, in
any event, shall require such reporting and delivery so long as the Lead Securitization is required to file periodic reports under
the Securities Exchange Act of 1934, as amended), (ii) servicing transfer events that would result in the transfer of the Mortgage
Loan to special servicing status, (iii) the authority of the Controlling Note Holder (or the Master Servicer or Special Servicer
on its behalf) to grant or agree or consent to material modifications and waivers of amendments to the Mortgage Loan, or to approve
material assignments and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iv) the potential
termination of the Master Servicer and Special Servicer following a Servicer Termination Event, (v) requirements to obtain an
appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof,
(vi) duties of the Special Servicer in respect of foreclosure and the management of REO property, (vii) primary servicing fees,
(viii) subject to certain applicable caps and floor provisions, special servicing, workout and liquidation fees (and, in any event,
the fees at which such compensation accrue or are determined shall not exceed 0.25% (or, if such rate would result in a special
servicing fee that would be less than


 






    22


     


    

 


$3,500 in any given month, such higher rate as would result in a special servicing fee equal
to $3,500 (or any other applicable fee floor), 1.00% and 1.00%, respectively) and (ix) indemnification of the Depositor, Master
Servicer, Special Servicer, Certificate Administrator, Trustee, Operating Advisor and Asset Representations Reviewer under the
Lead Securitization Servicing Agreement (and any director, officer, employee or agent of any of the foregoing, to the extent such
parties are identified as indemnified parties in the Lead Securitization Servicing Agreement in respect of other mortgage loans)
against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with servicing and administration of the Mortgage Loan (or, with respect to the related
operating advisor, incurred in connection with the provision of services for the Mortgage Loan) to the same extent that the Indemnified
Parties are indemnified under the Lead Securitization Servicing Agreement against the Indemnified Items; provided, that
(A) this statement shall not be construed to prohibit differences in timing, control or consultation triggers or thresholds, terminology,
allocation of ministerial duties between multiple servicers or other service providers or certificateholder or investor voting
or consent thresholds, or to prohibit or restrict additional approval, consent, consultation, notice or rating agency communication
and rating agency confirmation requirements; and (B) if there is any conflict between this sentence and any other provision of
this Agreement, such other provision of this Agreement shall control.


 


(f)          The
Lead Securitization Note Holder shall cause the Lead Securitization Servicing Agreement to contain provisions requiring the Master
Servicer or the Special Servicer, as applicable, to deliver to any Non-Lead Master Servicer, any Non-Lead Special Servicer and
any Non-Lead Trustee (i) notice of any Appraisal Reduction Event promptly following the occurrence thereof and (ii) a statement
of any Appraisal Reduction Amount or Collateral Deficiency Amount (if the Lead Securitization Servicing Agreement provides for
calculation of any Collateral Deficiency Amount) promptly following the calculation thereof.


 


(g)          The
Lead Securitization Note Holder shall cause the Lead Securitization Servicing Agreement to provide that any matter affecting the
servicing and administration of the Mortgage Loan that requires delivery of a Rating Agency Confirmation pursuant to the Lead
Securitization Servicing Agreement shall also require delivery of a Rating Agency Confirmation under the related Non-Lead Securitization
Servicing Agreement.


 


Section
3.          Priority of Payments. Each Note shall be of equal
priority, and no portion of either Note shall have priority or preference over any portion of the other Note or security
therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in
connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the
form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other
collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other than proceeds,
awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan
Borrower in accordance with the terms of the Mortgage Loan Documents), but excluding (x) all amounts for required reserves or
escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents)
to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection
expenses or Property


 






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Protection
Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement
and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances previously
made (and interest thereon) on the Lead Securitization Note, (ii) any Servicing Fees due to the Master Servicer in excess of the
Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing
Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the
Trustee as successor to the Servicer), with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement
(including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph
of Section 5(d) hereof) and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided
in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any
other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization
Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis.


 


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


 


Section
4.          Workout.  Notwithstanding anything to the contrary
contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation
to act in accordance with the Servicing Standard, if the Lead Securitization Note Holder, or any Servicer, in connection with
a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the
Mortgage Loan is decreased, (ii) the Interest Rate is reduced, (iii) payments of interest or principal on any Note are
waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such
modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the equal
priorities of each Note as described in Section 3.


 






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Section
5.          Administration of the Mortgage Loan.


 


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


 


Upon
the Mortgage Loan becoming a Defaulted Mortgage Loan, the Non-Lead Securitization Note Holder hereby acknowledges the right and
obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder)
to sell the Non-Lead Securitization Note together with the Lead Securitization Note as notes evidencing one whole loan in accordance
with the terms of the Lead Securitization Servicing Agreement. In connection with any such sale, the Special Servicer shall be
required to sell the Non-Lead Securitization Note together with the Lead Securitization Note in the manner set forth in the Lead
Securitization Agreement. Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Special Servicer acting on
behalf of the Lead Securitization Note Holder) shall not be permitted to sell the Mortgage Loan if it becomes a Defaulted Mortgage
Loan without the written consent of the Non-Controlling Note Holder ( provided that such consent is not required if the Non-Controlling
Note Holder is the Mortgage Loan Borrower or an affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered
to the Non-Controlling Note Holder: (a) at least 15 Business Days’ prior written notice of any decision to attempt to sell
the Mortgage Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material
amendments to such bid packages) received by


 






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the Special Servicer in connection with any such proposed sale, (c) at least 10 days
prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicing
File reasonably requested by the Non-Controlling Note Holder that are material to the price of the Mortgage Loan and (d) until
the sale is completed, and a reasonable period of time (but no less time than is afforded to the other offerors and the Lead Securitization
Subordinate Class Representative) prior to the proposed sale date, all information and other documents being provided to other
offerors and all leases or other documents that are approved by and Servicer in connection with the proposed sale; provided, that
such Non-Controlling Note Holder may waive any of the delivery or timing requirements set forth in this sentence. Subject to the
terms of the Lead Securitization Servicing Agreement, each of the Controlling Note Holder, the Controlling Note Holder Representative,
the Non-Controlling Note Holder and the Non-Controlling Note Holder Representative shall be permitted to submit an offer at any
sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 


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


 


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


 


(b)          The
administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement. The servicing
of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially


 






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Serviced Mortgage Loan
(or to the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case pursuant
to the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance with
the Lead Securitization Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer and the Special
Servicer to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests
of both Note Holders as a collective whole. The Note Holders agree to be bound by the terms of the Lead Securitization Servicing
Agreement. All rights and obligations of the Lead Securitization Note Holder described hereunder may be exercised by the Master
Servicer, the Special Servicer, the Certificate Administrator and/or the Trustee on behalf of the Lead Securitization Note Holder.
The Lead Securitization Servicing Agreement shall not be amended in any manner that may adversely affect any Non-Lead Securitization
Note Holder in its capacity as Non-Lead Securitization Note Holder. Each Non-Lead Securitization Note Holder (unless it is the
same Person as or an Affiliate of the Mortgage Loan Borrower) shall be a third-party beneficiary to the Lead Securitization Servicing
Agreement with respect to their rights as specifically provided for therein.


 


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


 


(d)          Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
shall be required (i) to provide copies of any notice, information and report that it is required to provide to the Lead
Securitization Subordinate Class Representative pursuant to the Lead Securitization Servicing Agreement with respect to any
Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the
Mortgage Loan, to the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative), within the same time
frame it is required to provide to the Lead Securitization Subordinate Class Representative (for this purpose, without regard
to whether such items are actually required to be provided to the Lead Securitization Subordinate Class Representative under
the Lead Securitization Servicing Agreement due to the occurrence of a Control Termination Event or a Consultation
Termination Event) and (ii) to consult with the Non-Controlling Note Holder (or its Non-Controlling Note Holder
Representative) on a strictly non-binding basis, to the extent having received such notices, information and reports, the
Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) requests consultation with respect to any
such Major Decisions or the implementation of any recommended actions outlined in an Asset Status


 






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Report relating to the
Mortgage Loan, and consider alternative actions recommended by the Non-Controlling Note Holder (or its Non-Controlling Note
Holder Representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to
the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) by the Lead Securitization Note Holder of
written notice of a proposed action, together with copies of the notice, information and report required to be provided to
the Lead Securitization Subordinate Class Representative, the Lead Securitization Note Holder (or the Master Servicer or the
Special Servicer acting on its behalf) shall no longer be obligated to consult with the Non-Controlling Note Holder (or its
Non-Controlling Note Holder Representative), whether or not the Non-Controlling Note Holder (or its Non-Controlling Note
Holder Representative) has responded within such ten (10) Business Day period (unless, the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) proposes a new course of action that is materially
different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew
from the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of
the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately preceding
sentence, the Lead Securitization Note Holder (or Servicer or Special Servicer, acting on its behalf) may make any Major
Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10)
Business Day period if the Lead Securitization Note Holder (or Master Servicer or Special Servicer, as applicable) determines
that immediate action with respect thereto is necessary to protect the interests of the Note Holders. In no event shall the
Lead Securitization Note Holder (or Servicer or Special Servicer, acting on its behalf) be obligated at any time to follow or
take any alternative actions recommended by the Non-Controlling Note Holder (or its Non-Controlling Note Holder
Representative).


 


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


 


(e)          If
any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning
of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall
be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within
the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf
of the Note Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the
Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of the pro
rata share of each Note Holder therein shall at all times qualify as “foreclosure property” within the meaning
of Section 860G(a)(8) of the Code and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent
to or withhold consent from any action of the Mortgage Loan Borrower, or exercise or refrain from exercising any


 






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powers or rights
which the Note Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant modification”
of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury,
more than three (3) months after the startup day of the REMIC which includes the Notes (or any portion thereof). Each Note Holder
agrees that the provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Lead Securitization
Servicing Agreement relating to the administration of the Mortgage Loan.


 


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


 


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


 


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


 






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information to each Servicer, Operating
Advisor, Trustee and Certificate Administrator. So long as no Consultation Termination Event (including any such deemed event)
is in effect pursuant to the terms of the Lead Securitization Servicing Agreement, the Controlling Note Holder Representative
shall be the Lead Securitization Subordinate Class Representative.


 


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


 


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


 


Section
7.          Appointment of Special Servicer. The Controlling
Note Holder (or its Controlling Note Holder Representative) shall have the right at any time and from time to time, subject
to the terms of the Lead Securitization Servicing Agreement, to replace the Special Servicer then acting with respect to the
Mortgage Loan and appoint a replacement Special Servicer in lieu thereof. Any designation by Controlling Note Holder (or its
Controlling Note Holder Representative) of a Person to serve as Special Servicer shall be made by delivering to the other
Note Holder, the Master Servicer, the then existing Special Servicer and other parties to the Lead Securitization Servicing
Agreement a written notice stating such designation and satisfying the other conditions to such replacement as set forth in
the Lead Securitization


 






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Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Lead Securitization
Servicing Agreement), if any. The Controlling Note Holder shall be solely responsible for any expenses incurred in connection
with any such replacement without cause. The Controlling Note Holder shall notify the other parties hereto of its termination
of the then currently serving Special Servicer and its appointment of a replacement Special Servicer in accordance with this Section
7. If the Controlling Note Holder has not appointed a Special Servicer with respect to the Mortgage Loan as of the consummation
of the securitization under the Lead Securitization Servicing Agreement, then the initial Special Servicer designated in the Lead
Securitization Servicing Agreement shall serve as the initial Special Servicer but this shall not limit the right of the Controlling
Note Holder (or its Controlling Note Holder Representative) to designate a replacement Special Servicer for the Mortgage Loan
as aforesaid. If a Servicer Termination Event on the part of the Special Servicer has occurred that affects the Non-Controlling
Note Holder, the Non-Controlling Note Holder shall have the right to direct the Trustee (or at any time that the Mortgage Loan
is no longer included in a Securitization Trust, the Controlling Note Holder) to terminate the Special Servicer under the Lead
Securitization Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization
Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage Loan is being serviced) solely with respect
to the Mortgage Loan pursuant to and in accordance with the terms of the Lead Securitization Servicing Agreement (or at any time
that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the successor servicing
agreement pursuant to which the Mortgage Loan is being serviced). The Controlling Note Holder and the Non-Controlling Note Holder
acknowledge and agree that any successor special servicer appointed to replace the Special Servicer with respect to the Mortgage
Loan that was terminated for cause at the Non-Controlling Note Holder’s direction cannot at any time be the person (or an
Affiliate thereof) that was so terminated without the prior written consent of the Non-Controlling Note Holder. In connection
with such termination and appointment, the Non-Controlling Note Holder shall be solely responsible for reimbursing the Trustee’s
or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable time by the terminated
special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in
the Collection Account.


 


Section
8.          Payment Procedure.


 


(a)          The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead
Securitization Servicing Agreement, will deposit or cause to be deposited all payments allocable to the Notes to the Whole Loan
Custodial Account pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note
Holder (or the Master Servicer acting on its behalf) shall deposit such amounts to the applicable account within two Business
Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting
on its behalf) from or on behalf of the Mortgage Loan Borrower.


 


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


 






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Holder, the Non-Lead Securitization Note
Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization
Note Holder shall not be required to distribute any portion thereof to the Non-Lead Securitization Note Holders and the Non-Lead
Securitization Note Holders will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note
Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to the Non-Lead Securitization
Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required
to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto.


 


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


 


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


 


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


 


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


 






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Section
10.          Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead
Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303
or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency
Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of
its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note
Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note Holder, can
make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take
any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency
Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead
Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of
exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder in
connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency
Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to
make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to
modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the
request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder shall execute, acknowledge and
deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead
Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and
grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in
accordance with the Servicing Standard.


 


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


 






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governmental investigation against
such Note Holder, an adverse outcome of which would materially and adversely affect its performance under this Agreement.


 


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


 


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


 


Section
14.          Sale of the Notes.


 


(a)          Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise
dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender.
Promptly after the Transfer, the non-transferring Note Holder shall be provided with (x) a representation from a transferee or
the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer
to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this
Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement
referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that
is not a Qualified Institutional Lender, it must first obtain consent of the non-transferring Note Holder and, if such non-transferring
Note Holder’s Note is held in a Securitization Trust, a confirmation in writing from each Rating Agency that such Transfer
will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the
related Securitization. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will
not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, without
a confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal
of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all
or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower


 






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or a Mortgage Loan Borrower
Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The
transferring Note Holder agrees that it will pay the expenses of the non-transferring Note Holder (including all expenses of the
Master Servicer, the Special Servicer and the Trustee) and all expenses relating to the confirmation from the Rating Agencies
in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to
obtain the consent of the other Note Holder, the Rating Agencies or any other Person, to Transfer 49% or less (in the aggregate)
of its Note or any beneficial interest in its Note. None of the provisions of this Section 14(a) shall apply in the case of (1)
a sale of Note A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement
or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement,
of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability
or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member
limited liability companies or limited partnerships, by the Lead Securitization Trust.


 


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


 


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


 


(c)          Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than the
Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that is either a
Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or
the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in this
Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any person which Controls
such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder,


  



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provided that a Note Pledgee which is not a Qualified Institutional Lender may not take title to the pledged Note without
a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to the other Note Holder and any Servicer that
a Pledge has been effected (including the name and address of the applicable Note Pledgee), the other Note Holder agrees to acknowledge
receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default by the pledging Note Holder
in respect of its obligations under this Agreement of which default such Note Holder has actual knowledge; (ii) to allow such
Note Pledgee a period of ten (10) days to cure a default by the pledging Note Holder in respect of its obligations to the other
Note Holder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification,
waiver or termination of this Agreement shall be effective against such Note Pledgee without the written consent of such Note
Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Note Holder shall give
to such Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving of same to the pledging
Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall
reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to such other Note
Holder; and (vi) that, upon written notice (a “Redirection Notice”) to the other Note Holder and any Servicer
by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure periods, under the pledging Note
Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the pledging Note Holder and
such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder), and until such Redirection Notice
is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Note Holder or
Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant to this Agreement or the Lead
Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely releases the other Note Holder
and any Servicer from any liability to the pledging Note Holder on account of such other Note Holder’s or Servicer’s
compliance with any Redirection Notice believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee.
Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee
(and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement.
In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage
Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or similar sale held
by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the pledging
Note Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional
Lender shall assume in writing the obligations of the pledging Note Holder hereunder accruing from and after such Transfer (i.e.,
realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The
rights of a Note Pledgee under this Section 14(c) shall remain effective as to any Note Holder (and any Servicer) unless and until
such Note Pledgee shall have notified any such Note Holder (and any Servicer, as applicable) in writing that its interest in the
pledged Note has terminated.


 


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


 






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Conduit notwithstanding that such Conduit is not a Qualified Institutional Lender, if the following conditions are satisfied:


 


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


 


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


 


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


 


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


 


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


 


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


 


In
connection with any Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall
execute an assignment and assumption agreement (unless the transferee is a Securitization Trust and the related pooling
and servicing agreement requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the
obligations of the applicable Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the
terms of this Agreement, including the applicable restriction on Transfers set forth in Section 14, from and after the date of
such assignment. No transfer of a Note may be made unless it is registered on the Note Register, and the Agent shall not recognize
any attempted or purported transfer of any Note in violation of the


 






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provisions of Section 14 and this Section 15. Any such purported
transfer shall be absolutely null and void and shall vest no rights in the purported transferee. Each Note Holder desiring to
effect such transfer shall, and does hereby agree to, indemnify the Agent and the other Note Holder against any liability that
may result if the transfer is not made in accordance with the provisions of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


Section
24.          Withholding Taxes.           (a) If the Lead Securitization Note Holder or the Mortgage
Loan Borrower shall be required by law to deduct and withhold Taxes from


 






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


 


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


 


(c)          The
Non-Lead Securitization Note Holder represents to the Lead Securitization Note Holder (for the benefit of the Mortgage Loan Borrower)
that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower is obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement.
Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, the
Non-Lead Securitization Note Holder shall deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence
satisfactory to the Lead Securitization Note Holder substantiating that such Note Holder is not a Non-Exempt Person and that the
Lead Securitization Note Holder is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the
Mortgage Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if the Non-Lead Securitization
Note Holder is created or organized under the laws of the United States, any state thereof or the District of Columbia, it shall
satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder an Internal Revenue Service
Form W-9 and (ii) if the Non-Lead Securitization Note Holder is not created or organized under the laws of the United States,
any state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower is
treated for United States income tax purposes as derived in whole or part from


 






    40


     


    

 


sources within the United States, such Note Holder
shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal Revenue
Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time
to time, duly executed by such Note Holder, as evidence of such Note Holder’s exemption from the withholding of United States
tax with respect thereto. The Lead Securitization Note Holder shall not be obligated to make any payment hereunder with respect
to the Non-Lead Securitization Note or otherwise until the Non-Lead Securitization Note Holder shall have furnished to the Lead
Securitization Note Holder requested forms, certificates, statements or documents.


 


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


 


Section
26.          Cooperation in Securitization.


 


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


 






    41


     


    

 


the Mortgage
Loan and such Securitization), as well as in connection with all other matters and the preparation of any offering documents thereof
and to review and respond reasonably promptly with respect to any information relating to such Non-Securitizing Note Holder and
its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information
provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into
the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely
on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably
cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing
Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials
in connection with a Securitization.


 


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


 


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


 


Section
27.          Notices. All notices required hereunder shall be given by (i) facsimile transmission (during business
hours) if the sender on the same day sends a confirming copy of such notice by reputable overnight delivery service (charges
prepaid), (ii) reputable overnight delivery service (charges prepaid), (iii) with respect to any addressee of any party to
which an electronic email address is set forth on Exhibit B hereto, sent by electronic mail containing language
requesting the recipient to confirm receipt thereof or (iv) certified United States mail, postage prepaid return receipt
requested, and addressed to the respective parties at their addresses set forth on Exhibit B hereto, or at such other
address as any party shall hereafter inform the other party by written notice given as aforesaid. All written notices so
given shall be deemed effective upon receipt.


 


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


 






    42


     


    

 


Section
29.          Certain Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
30.          Reserved.


 


Section
31.          Resignation of Agent. The Agent may resign at any time
on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Note Holders (it being
agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Note Holders),
has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSMC, as Initial Agent, may transfer
its rights and obligations to a Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any time
without the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with
the closing of the Lead Securitization, the Master Servicer shall be deemed to have been automatically appointed as the
successor Agent under this Agreement in place of GSMC without any further notice or other action. The termination or
resignation of such Master Servicer, as Master Servicer under the Lead Securitization Servicing Agreement, shall be deemed a
termination or resignation of such Master Servicer as Agent under this Agreement.


 


Section
32.          Resizing. Notwithstanding any other provision of this Agreement, for so long as an Initial Note Holder
is the owner of a Non-Lead Securitization Note (the


 






    43


     


    

 


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


 


[SIGNATURE
PAGE FOLLOWS]


 






    44


     


    

 


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


 





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



  





(Agreement
Between Note Holders – Esperanza Loan)


  




    


     

    

 


EXHIBIT
A



MORTGAGE LOAN SCHEDULE




 


Description
of Mortgage Loan


 


	Mortgage
    Loan Borrower:	Operadora
    Hotel Esperanza, S. DE R.L. DE C.V.
	Date
    of Mortgage Loan:	October
    27, 2017
	Date
    of Notes:	October
    27, 2017
	Original
    Principal Amount of Mortgage Loan:	$15,000,000
	Principal
    Amount of Mortgage Loan as of the Cut-off Date under the Lead Securitization Servicing Agreement:	$15,000,000
	Initial
    Note A-1 Principal Balance:	$25,000,000
	Initial
    Note A-2 Principal Balance:	$15,000,000
	Location
    of Mortgaged Properties:	Cabo
    San Lucas, Baja California Sur
	Initial
    Maturity Date:	November
    6, 2027



 



    A-1


     

    

 


EXHIBIT
B


 


1.     Initial
Note A-1 Holder:


 


(Prior
to Securitization of Note A-1):


 


Goldman
Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison 


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


 


2.     Initial
Note A-2 Holder:


 


(Prior
to Securitization of Note A-2):


 


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-2):


 


	(i)	Depositor:



 


GS
Mortgage Securities Corporation II 


200
West Street 


New
York, New York 10282 


Attention:
Leah Nivison


 






    B-1


     

    

 


Email:
leah.nivison@gs.com 


 


with
a copy to:


 


Joe
Osborne 


Email:
joe.osborne@gs.com


 


	(ii)	Master
                                         Servicer:



 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2017-C38 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


with
a copy to:


 


K&L
Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile number: (704) 353-3190


 


	(iii)	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:


 


Stinson
Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Fax number: (816) 412-9338


 






    B-2


     

    

 


	(iv)	Trustee:



 


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee GSMS 2017-GS8


 


with
a copy to:


 


CMBSTrustee@wilmingtontrust.com

Facsimile number: (302) 636-4140


 


	(v)	Certificate
                                         Administrator:



 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Corporate Trust Services – GSMS 2017-GS8


 


with
a copy to:


 


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

trustadministrationgroup@wellsfargo.com


 


	(vi)	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-3


     

    

 


EXHIBIT
C



PERMITTED FUND MANAGERS


 





	1.	Apollo
    Real Estate Advisors
	2.	Archon Capital, L.P.
	3.	BlackRock, Inc.
	4.	The Blackstone Group
    International Ltd.
	5.	Capital Trust, Inc.
	6.	Clarion Partners
	7.	Colony Capital, Inc.
	8.	DLJ Real Estate Capital
    Partners
	9.	Fortress Investment
    Group, LLC
	10.	iStar Financial Inc.
	11.	J.E. Roberts Companies
	12.	KKR Real Estate Manager
    Finance LLC
	13.	Lend-Lease Real Estate
    Investments
	14.	Lonestar Opportunity
    Fund
	15.	Praedium Group
	16.	Raith Capital Partners,
    LLC
	17.	Rialto Capital Advisors,
    LLC
	18.	Rialto Capital Management,
    LLC
	19.	Starwood Financial
    Trust
	20.	Walton Street Capital,
    LLC
	21.	Westbrook Partners
	22.	Whitehall Street Real
    Estate Fund, L.P.




 



    C-1