Exhibit 4.5


 


 





EXECUTION VERSION


 





CO-LENDER AGREEMENT




 


Dated as of November 1, 2016



by and among




 


GS
Commercial Real Estate LP

(Initial Note A-1 Holder)


 


and


 


GS
Commercial Real Estate LP

(Initial Note A-2 Holder)


 


and


 


GS
Commercial Real Estate LP

(Initial Note B Holder)


 


225 Bush Street


 









    


     


    

 


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	 	25
	Section 5	Administration of the Mortgage Loan	 	25
	Section 6	Appointment of Controlling Note Holder Representative and Non- Controlling Note Holder Representative	 	28
	Section 7	Appointment of Special Servicer	 	31
	Section 8	Payment Procedure	 	32
	Section 9	Limitation on Liability of the Note Holders	 	33
	Section 10	Bankruptcy	 	33
	Section 11	Representations of the Note Holders	 	34
	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	 	40
	Section 23	Entire Agreement	 	40
	Section 24	Withholding Taxes	 	40
	Section 25	Custody of Mortgage Loan Documents	 	41
	Section 26	Cooperation in Securitization	 	41
	Section 27	Notices	 	43
	Section 28	Broker	 	43
	Section 29	Certain Matters Affecting the Agent	 	43
	Section 30	Termination and Resignation of Agent	 	44
	Section 31	Resizing	 	44







 






    i


     


    

 





THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of November 1, 2016 by and among GS COMMERCIAL REAL ESTATE LP (“GSCRE”
and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1, the “Initial Note
A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), GSCRE (together with
its successors and assigns in interest, in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”)
and GSCRE (together with its successors and assigns in interest, in its capacity as initial owner of Note B, the “Initial
Note B Holder” and, together with the Initial Note A-1 Holder and the Initial Note A-2 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), GSCRE originated a certain loan (the “Mortgage Loan”) described
on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrower described
on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced, inter alia, by 3 promissory
notes, with the first such note in the original principal amount of $100,000,000 (“Note A-1”) made by the Mortgage
Loan Borrower in favor of the Note A-1 Holder, the second such note in the original principal amount of $22,000,000 (“Note
A-2”) made by the Mortgage Loan Borrower in favor of Note A-2 Holder, and the third such note in the original principal
amount of $113,000,000 (the “Note B”, and together with Note A-1 and Note A-2, as amended, modified or supplemented,
the “Notes”) in the aggregate original principal amount of $235,000,000 made by the Mortgage Loan Borrower in
favor of the Initial Note Holders; and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”)
on certain real property located as described in the Mortgage Loan Agreement (collectively, the “Mortgaged Property”);
and


 


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


 


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


 


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


 


“A Notes”
shall mean each of Note A-1 and Note A-2.


 


“Advance Interest
Amount” shall mean interest payable on Advances, as specified in the Lead Securitization Servicing Agreement or Non-Lead
Securitization Servicing Agreement, as applicable.


 






    


     


    

 


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


 


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


 


“Agent Office”
shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement is located at
GS Commercial Real Estate LP, 200 West Street, New York, New York 10282, Attention: Rene Theriault, and which is the address to
which notices to and correspondence with the Agent should be directed. The Agent may change the address of its designated office
by notice to the Note Holders.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    2


     


    

 


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


 


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


 


“Control”
shall mean the 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.


 


“Controlling
Note Holder” shall mean as of any date of determination


 


(i)       the
Note B Holder, unless a Note B Holder Control Appraisal Period has occurred and is continuing; or


 


(ii)      if
a Note B Holder Control Appraisal Period has occurred and is continuing, the Note A-1 Holder;


 


provided
that, the Note B Holder would be the Controlling Note Holder pursuant to the terms hereof, but any interest in Note B is
held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower or Mortgage
Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Controlling Note Holder, a Note B
Holder Control Appraisal Period shall be deemed to have occurred; provided, further that at any time Note A-1
is the Controlling Note Holder and is included in the Lead Securitization, references to the “Controlling Note
Holder” herein shall mean the holders of the majority of the class of securities issued in the Lead Securitization
designated as the “controlling class” (or such lesser amount as permitted under the terms of the Servicing
Agreement) or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note
Holder” hereunder, as and to the extent provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


“Depositor”
shall mean GS Mortgage Securities Corporation II.


 


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


 


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


 


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


 


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


 






    3


     


    

 


“Initial Note
A-1 Holder” shall mean GSCRE, as the initial holder of Note A-1.


 


“Initial Note
A-2 Holder” shall mean GSCRE, as the initial holder of Note A-2.


 


“Initial Note
B Holder” shall mean GSCRE, as the initial holder of Note B.


 


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


 


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


 


“Interest Rate”
shall mean with respect to any Note, the Interest Rate (as defined in the Mortgage Loan Documents) payable on such Note.


 


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


 


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


 


“Lead Securitization”
shall mean the Securitization of Note A-1 in a Securitization Trust to be designated by the Initial Note A-1 Holder.


 


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


 


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


 


“Lead Securitization
Servicing Agreement” shall mean the pooling and servicing agreement to be entered into in connection with the Securitization
of Note A-1 and issuance of the GS Mortgage Securities Trust 2016-GS4, Commercial Mortgage Pass-Through Certificates,


 






    4


     


    

 


Series 2016-GS4,
by and among (a) the Depositor, (b) the Master Servicer, (c) Midland Loan Services, a Division of PNC Bank, National
Association, as General Special Servicer (as defined in the Lead Securitization Servicing Agreement), (d) the AMA Plaza special
servicer (as defined in the Servicing Agreement), (e) the Special Servicer, (f) the Certificate Administrator, (g) the Trustee,
(h) the Operating Advisor and (i) the Asset Representations Reviewer. The Servicing Standard in the Lead Securitization Servicing
Agreement shall require, among other things, that each Servicer, in servicing the Mortgage Loan, must take into account the interests
of each Note Holder.


 


“Lead Securitization
Subordinate Class Representative” shall have the meaning assigned to the term “Controlling Class Representative”
or any analogous term in the Lead Securitization Servicing Agreement.


 


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


 


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


 


(i)       any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of Foreclosed Property) of the ownership
of the Property securing the Mortgage Loan as come into and continue in default;


 


(ii)      any
modification, consent to a modification or waiver of a monetary term (other than penalty charges) or material non-monetary term
(including, without limitation, the timing of payments and acceptance of discounted payoffs but excluding waiver of penalty charges)
of the Mortgage Loan or any extension of the Stated Maturity Date of the Mortgage Loan;


 


(iii)     any
sale of the Mortgage Loan (other than in connection with the termination of the Trust Fund) if it becomes a defaulted mortgage
loan for less than the applicable Repurchase Price (as defined in the Lead Securitization Servicing Agreement);


 


(iv)     any
determination to bring the Property or any Foreclosed Property into compliance with applicable environmental laws or to otherwise
address hazardous materials located at a Foreclosed Property;


 


(v)      any
release of collateral or any acceptance of substitute or additional collateral for the Mortgage Loan, or any consent to either
of the foregoing, other than immaterial condemnation actions and other similar takings or if otherwise required pursuant to the
specific terms of the Mortgage Loan and for which there is no lender discretion;


 


(vi)     any
waiver of a “due on sale” or “due on encumbrance” clause with respect to the Mortgage Loan or, if lender
consent is required, any consent to such waiver or consent to a transfer of a Property or interests in a Loan Borrower or


 






    5


     


    

 


consent
to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without the consent
of the lender under the Mortgage Loan Agreement or related to an immaterial easement, right of way or similar agreement;


 


(vii)    any
property management company changes (in each case, to the extent the lender is required to consent or approve under the Loan Documents);


 


(viii)   releases
of any escrow accounts, reserve accounts or letters of credit held as performance or “earn out” escrows or reserves
other than those required pursuant to the specific terms of the Loan and for which there is no lender discretion;


 


(ix)     any
acceptance of an assumption agreement or any other agreement permitting transfers of interests in a Mortgage Loan Borrower releasing
a Mortgage Loan Borrower from liability under the Mortgage Loan other than pursuant to the specific terms of the Mortgage Loan
and for which there is no lender discretion;


 


(x)      the
determination of the Master Servicer pursuant to clause (vii) or clause (viii) of the definition of “Special Servicing Loan
Event”;


 


(xi)     following
a default or an event of default with respect to the Loan, any acceleration of the Mortgage Loan or initiation of judicial, bankruptcy
or similar proceedings under the related Loan Documents or with respect to a Loan Borrower or Mortgaged Property;


 


(xii)    any
proposed modification or waiver of any material provision in the Loan Documents governing the type, nature or amount of insurance
coverage required to be obtained and maintained by the Loan Borrower; and


 


(xiii)   any
approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or
condemnation awards to the reduction of the debt rather than to the restoration of a Property.


 


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


 


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


 






    6


     


    

 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of October 31, 2016, between the Mortgage Loan Borrower, as Borrower,
and GS Commercial Real Estate LP, as Lender, as the same 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.


 


“Mortgage Loan
Rate” shall mean, as of any date of determination, the weighted average of the Note A-1 Rate, the Note A-2 Rate and the
Note B Rate.


 


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


 


“Net Note A-1
Rate” shall mean the Note A-1 Rate minus the Servicing Fee Rate applicable to Note A-1.


 


“Net Note A-2
Rate” shall mean the Note A-2 Rate minus the Servicing Fee Rate applicable to Note A-2.


 


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


 


“Nonrecoverable
Servicing Advance” shall mean a Nonrecoverable Advance as defined in the Lead Securitization Servicing Agreement that
is a Servicing Advance.


 


“Non-Controlling
Note” shall mean each Note other than Note A-1.


 


“Non-Controlling
Pari Passu Note Holder” shall mean the Note A-2 Holder, provided that with respect to the
related Non-Controlling Note held by the Note A-2 Holder, at any time such Non-Controlling Note is included in a
Securitization other than the Lead Securitization, references to the “Non-Controlling Pari Passu Note Holder”
herein shall mean the


 






    7


     


    

 


Non-Lead
Securitization Subordinate Class Representative under the related Non-Lead Securitization Servicing Agreement, as and to the
extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead
Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice. 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 a “Non-Controlling Pari Passu Note Holder” herein
or under the Servicing Agreement and, (x) to the extent that the related Non-Lead Securitization Servicing Agreement assigns
such rights to more than one party or (y) to the extent a Non-Controlling Note is split into two or more New Notes pursuant
to Section 31, for purposes of this Agreement, the Non-Lead Securitization Servicing Agreement or the holders of
such New Notes shall designate one party to deal with the Lead Securitization 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) (such party, the “Non-Controlling Pari Passu
Note Holder Representative”); 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 Pari Passu Note
Holder Representative with respect to such Non-Controlling Note for all purposes of this Agreement. As of the date hereof and
until further notice from the Non-Lead Securitization Note Holder (or the Non-Lead Master Servicer or another party acting on
its behalf), the Note A-2 Holder is the Non-Controlling Pari Passu Note Holder Representative with respect to such Note.


 


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


 


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


 






    8


     


    

 


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


 


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







 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Lead Securitization
Subordinate Class Representative” shall mean the holders of the majority of the class of securities issued in a Non-Lead
Securitization designated as the “controlling class” pursuant to the related Non-Lead Securitization Servicing Agreement
or their duly appointed representative; provided that if 50% or more of the class of securities issued in any Non-Lead Securitization
designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights
of the “Controlling Note Holder” is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower,
no person shall be entitled to exercise the rights of the related Non-Lead Securitization Subordinate Class Representative.


 


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


 





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







 






    9


     


    

 


“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).


 


“Note”
shall mean each Note with the designation and original principal amount set forth below, each dated as of October 31, 2016, made
by the Mortgage Loan Borrower in favor of the Initial Note Holder set forth in the chart below.


 


	Note	Initial Note Holder	Original Principal Balance
	Note A-1	GSCRE	$100,000,000
	Note A-2	GSCRE	$22,000,000
	Note B	GSCRE	$113,000,000


 


“Note Holder”
shall mean with regards to any Note, the Initial Note Holder or any subsequent holder of such Note, as applicable.


 


“Note Holders”
shall mean collectively, the Initial Note Holders or any subsequent holder of the Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note A-1 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-1 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-1 Holder or reductions
in such amount pursuant to Sections 3, 4 or 5, as applicable.


 


“Note A-1 Rate”
shall mean the Note A-1 Rate set forth on the Mortgage Loan Schedule.


 






    10


     


    

 


“Note A-1 Relative
Spread” shall mean the ratio of the Note A-1 Rate to the Mortgage Loan Rate.


 


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


 


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


 


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


 


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


 


“Note A-2 Rate”
shall mean the Note A-2 Rate set forth on the Mortgage Loan Schedule.


 


“Note A-2 Relative
Spread” shall mean the ratio of the Note A-2 Rate to the Mortgage Loan Rate.


 


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


 


“Note B Holder”
shall have the meaning assigned to such term in the recitals, and any successor in interest, or any subsequent holder of the Note
B.


 


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


 


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


 


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


 


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


 






    11


     


    

 


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


 


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


 


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


 


“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 a Non-Lead Securitization Servicing Agreement in respect of a
delinquent monthly debt service payment on the related Non-Lead Securitization Note.


 


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


 


“Permitted Fund
Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached
hereto and made a part hereof or any other nationally-recognized manager of investment funds investing in debt or equity interests
relating to commercial real estate, (ii) investing through a fund with total assets of at least $3,000,000,000 and committed
capital of at least $1,500,000,000 and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization
or relief of debtors.


 


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


 


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


 


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


 






    12


     


    

 


(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 initially 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 the Lead Securitization, or


 


(c)         one
or more of the following:


 


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


 


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


 


(iii)       a
Qualified Trustee in connection with (a) a securitization of, (b) the creation of collateralized debt obligations (“CDO”)
secured by, or (c) a financing through an “owner trust” of, a Note or any interest therein (any of the foregoing,
a “Securitization Vehicle”), provided that (1) one or more classes of securities issued by such
Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies that assigned a rating to one
or more classes of securities issued in connection with 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


 






    13


     


    

 


$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, 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, asset manager or similar fiduciary) and
at least $600,000,000 in total assets (in name or under management), and (y) is regularly engaged in the business of making
or owning commercial real estate loans (or interests therein) similar to the Mortgage Loan (or mezzanine loans with respect thereto)
or owning or operating commercial real estate properties; provided that, in the case of the entity described in clause (iv)(B)
above, the requirements of this clause (y) may be satisfied by a general partner, managing member, or the fund manager
responsible for the day-to-day management and operation of such entity; or


 


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


 


For purposes of this
definition only, “Control” means the ownership, directly or indirectly, in the aggregate of more than fifty
percent (50%) of the beneficial ownership interests of an entity and the possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract
or otherwise (“Controlled” and “Controlling” have the meaning correlative thereto).


 


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


 


“Rating Agencies”
shall mean any of (a) S&P, (b) Moody’s, (c) Fitch, (d) DBRS, (e) KBRA and (f) Morningstar or, (g) if any of such entities
shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized statistical
rating agency reasonably designated by the Depositor or Non-Lead Depositor to rate the securities issued in connection with the
Securitization of Note A-1 or Note A-2, as applicable; provided, however, that, at any time during which Note A-1 or Note A-2 is
an asset of one or


 






    14


     


    

 


more Securitizations, “Rating Agencies” or “Rating Agency” shall mean with respect to
Note A-1 or Note A-2, only those rating agencies that are engaged by the Depositor or Non-Lead Depositor, as applicable, from time
to time to rate the securities issued in connection with the Securitization of such Note.


 


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


 


“Recovered Costs”
shall mean Liquidation Fees, Workout Fees, Special Servicing Fees or interest on Advances or similar amounts previously paid by
Servicer from the Whole Loan Custodial Account to the extent reimbursed by or on behalf of the Mortgage Loan Borrower pursuant
to the Mortgage Loan Documents.


 


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


 


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


 


“Relative Spread”
shall mean the Note A-1 Relative Spread, Note A-2 Relative Spread or Note B Relative Spread, as the context may require.


 


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


 


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more loans included
in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date
of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special
servicer of such commercial mortgage loans, (iv) in the case of Morningstar, either (a) the applicable replacement has a special
servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar,
is currently acting as a special


 






    15


     


    

 


servicer on a deal or transaction-level basis for all or a significant portion of the related
mortgage loans in other CMBS transactions rated by any of S&P, Moody’s, Morningstar, Fitch, DBRS or KBRA and the trustee
does not have actual knowledge that Morningstar has, and the replacement special servicer certifies that Morningstar has not, with
respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating or ratings on one or more classes of
such CMBS transaction citing servicing concerns of the applicable replacement as the sole or material factor in such rating action,
(v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities in a transaction serviced by such special servicer prior to the time of determination, and (vi) in the case of DBRS,
such special servicer is currently acting as special servicer for one or more loans included in a commercial mortgage loan securitization
that is rated by DBRS, and DBRS has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities
or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as the sole or
material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination.


 


“Reverse Sequential
Order” shall mean (a) first, to the reduction of the Note Principal Balance of the B Note, until the Note Principal
Balance of each such Note is reduced to zero; and (b) second, to the reduction of the Note Principal Balance of each of
the A Notes, on a Pro Rata and Pari Passu Basis, until the Note Principal Balance of each such Note is reduced to zero.


 


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


 


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


 


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


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which the Notes are held.


 


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


 


“Sequential
Order” shall mean (a) first, to the reduction of the Note Principal Balance of each of the A Notes, on a Pro Rata
and Pari Passu Basis, until the Note Principal Balance of each such Note is reduced to zero; and (b) second, to the reduction
of the Note Principal Balance of the B Note, until the Note Principal Balance of each such Note is reduced to zero.


 





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







 






    16


     


    

 


“Servicing Advance”
shall have the meaning assigned to the term “Property Protection Advances” in the Lead Securitization Servicing Agreement
(or other analogous term under the Lead Securitization Servicing Agreement).


 


“Servicing Fee
Rate” shall have the meaning given thereto in the Lead Securitization Servicing Agreement (or other analogous term under
the Lead Securitization Servicing Agreement).


 


“Special Servicer”
shall mean AEGON USA Realty Advisors, LLC, as 225 Bush Street Special Servicer (as defined in the Servicing Agreement) or its successor
in interest, or any successor appointed as provided in the Lead Securitization Servicing Agreement and this Agreement.


 


“Servicing Standard”
shall have the meaning assigned to such term 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 Wilmington Trust, National Association or its successor in interest, or any successor Trustee appointed as provided
in the Lead Securitization Servicing Agreement.


 


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


 


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


 


Section 2.        Servicing
of the Mortgage Loan.


 


(a)       Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and
after the Securitization Date pursuant to the Lead Securitization Servicing Agreement; provided that the Master Servicer
shall not be obligated to advance monthly payments of principal or interest in respect of any Note other than the Notes held by
the Lead Securitization Trust, to the extent provided in the Lead Securitization Servicing Agreement if such principal or interest
is not paid by the Mortgage Loan


 






    17


     


    

 


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 any 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 Master Servicer to enforce the rights of any Note Holder
against any other Note Holder or limit the Master Servicer in enforcing the rights of one Note Holder against any other Note Holder;
however, this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any 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, shall provide information to each Non-Lead Master Servicer under each Non-Lead Securitization Servicing Agreement
to enable each such Non-Lead Master Servicer to perform its servicing duties under the related Non-Lead Securitization Servicing
Agreement and shall not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.







 


At any time that the
Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to
cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant
to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all
references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement;
provided, however, that if 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 Master 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 Master Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Note
Holder that is a


 






    18


     


    

 


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 Servicing 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 Servicing
Advance, first from funds on deposit in the Whole Loan Custodial Account for the Mortgage Loan that (in any case) represent
amounts received on or in respect of the Mortgage Loan, and then, in the case of Nonrecoverable Servicing Advances, if such
funds on deposit in the Whole Loan Custodial Account are insufficient, from general collections of the Lead Securitization as provided
in the Lead Securitization Servicing Agreement and from general collections of each 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 Servicing Advance or a Nonrecoverable Servicing 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 Servicing Advances, from
general collections of each 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
Servicing Advance or any Advance Interest Amounts on a Servicing Advance or a Nonrecoverable Servicing Advance, each 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’s allocable share, to be determined
in Reverse Sequential Order, of such Nonrecoverable Servicing Advance or Advance Interest Amounts.


 


In addition, each Non-Lead
Securitization Note Holder (including, but not limited to, any Non-Lead Securitization Trust) shall be required to, promptly following
notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization for such Non-Lead Securitization
Note Holder’s allocable share, to be determined in Reverse Sequential Order, of any fees, costs or expenses incurred in connection
with the servicing and administration of the Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor or the Depositor, as applicable, is entitled to be reimbursed pursuant to the
Lead Securitization Servicing Agreement and any costs, fees and expenses related to obtaining any Rating Agency Confirmation, to
the extent amounts on deposit in the Whole Loan Custodial Account that are allocated to such Non-Lead Securitization Note are insufficient
for reimbursement of such amounts and to the extent that funds from general collections in the Lead Securitization are applied
towards the Lead Securitization Note Holder’s allocable share, to be determined in Reverse Sequential Order, of the insufficiency.
Each Non-Lead Securitization Holder agrees to indemnify (i) (as and to the same extent the Lead Securitization Trust is required
to indemnify each of the following parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the
terms of the


 






    19


     


    

 


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
under the Lead Securitization Servicing Agreement (collectively, the “Indemnified Items”) to the extent of
its allocable share, to be determined in Reverse Sequential Order, of such Indemnified Items, and to the extent amounts on deposit
in the Whole Loan Custodial Account that are allocated to a Non-Lead Securitization Note are insufficient for reimbursement of
such amounts, the related 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 allocable share, to
be determined in Reverse Sequential Order, of the insufficiency, (including, if a 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 a Non-Lead Securitization (a “Non-Lead
Master Servicer”) may be required to make P&I Advances on the related Non-Lead Securitization Note, from time to
time, subject to the terms of the related servicing agreement for the related Securitization (each such agreement, a “Non-Lead
Securitization Servicing Agreement”), the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer,
the Special Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determination with respect
to a P&I Advance to be made on the Lead Securitization Note based on the information that they have on hand and in accordance
with the Lead Securitization Servicing Agreement. Each Non-Lead Master Servicer and the special servicer and the trustee under
each Non-Lead Securitization Servicing Agreement (respectively, a “Non-Lead Special Servicer” and a “Non-Lead
Trustee”), as applicable, shall be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the related Non-Lead Securitization Note based on the information that they have on hand and in accordance
with the related Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and the related
Non-Lead Master Servicer or the related Non-Lead Trustee shall be required to notify the other of the amount of its P&I Advance
within two business days of making such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable (with
respect to the Lead Securitization Note) or a Non-Lead Master Servicer, a Non-Lead Special Servicer or a Non-Lead Trustee, as applicable
(with respect to a Non-Lead Securitization Note), determines that a proposed P&I Advance, if made, would be non-recoverable
or an outstanding P&I Advance is or would be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee,
as applicable, subsequently determines that a proposed Servicing Advance would be non-recoverable or an outstanding Servicing Advance
is or would be non-recoverable, then the Master Servicer or the Trustee (as provided in the Lead Securitization Servicing Agreement,
in the case of a determination of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or the related
Non-Lead Master Servicer or the related Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement,
in the case of a determination of non-recoverability by the related Non-Lead Master Servicer, the related Non-


 






    20


     


    

 


Lead Special Servicer
or the related Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or the related Non-Lead Master Servicer and
the related Non-Lead Trustee, as the case may be, of the other Securitization within two business days of making such determination.
Each of the Master Servicer, the Trustee, the related Non-Lead Master Servicer and the related 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 on a pro rata basis without regard to the subordination of Note B, and then, if funds
are insufficient, in the case of a Non-Lead Securitization Note, from general collections of the related Securitization Trust,
as and to the extent provided in the related Non-Lead Securitization Servicing Agreement. Notwithstanding the foregoing, if a P&I
Advance is made with respect to Note A-1, then that P&I Advance shall only be reimbursed out of future payments and collections
on Note A-1 or, as and to the extent set forth in the Lead Securitization Servicing Agreement, on any other Mortgage Loans, but
not out of payments or other collections on Note A-2. Similarly, P&I advances on Note A-2 shall not be reimbursable out of
payments or other collections on Note A-1 but are reimbursable from Note B. Interest on P&I Advances made with respect to Note
A-1 may only be reimbursed out of future payments and collections on Note B and Note A-1 or any other Mortgage Loans (each as and
to the extent provided in the Lead Securitization Servicing Agreement), but not out of payments or other collections on Note A-2.


 


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


 


(i)        such
Non-Lead Securitization Note Holder shall be responsible for its allocable share, to be determined in Reverse Sequential Order,
of any Servicing 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 Servicing Advances or additional trust fund expenses, (A) the related
Non-Lead Master Servicer will be required to, promptly following notice from the Master Servicer or the Special Servicer, pay or
reimburse the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, or the Lead Securitization Trust,
as applicable, out of general funds in the Whole Loan Custodial Account (or equivalent account) established under the related Non-Lead
Securitization Servicing Agreement for such Non-Lead Securitization Note Holder’s allocable share, to be determined in Reverse
Sequential Order, of any such Nonrecoverable Servicing Advances (together with advance interest thereon) and/or additional trust
fund expenses (including compensation due to the Master Servicer and the Special Servicer to the extent related to the servicing
and administration of the Mortgage Loan and the Mortgaged Property), and (B) if the Lead Securitization Servicing Agreement permits
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee to reimburse itself from the Lead Securitization
Trust’s general account, then the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as
applicable, may do so, and the related Non-Lead Master Servicer will be required to, promptly following notice from the Master
Servicer, the Special Servicer or the Trustee, reimburse the Lead Securitization Trust out


 






    21


     


    

 


of general funds in the Whole Loan Custodial
Account (or equivalent account) established under the related Non-Lead Securitization Servicing Agreement for the related Non-Lead
Securitization Note Holder’s allocable share, to be determined in Reverse Sequential Order, of any such Nonrecoverable Servicing
Advances (together with advance interest thereon) and/or additional trust fund expenses (including compensation due to the Master
Servicer and the Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged
Property);


 


(ii)       each
of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the
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 each Non-Lead Securitization Trust, against any of the Indemnified Items to
the extent of its allocable share, to be determined in Reverse Sequential Order, of such Indemnified Items, and to the extent amounts
on deposit in the Whole Loan Custodial Account that are allocated to such Non-Lead Securitization Note are insufficient for reimbursement
of such amounts, the related Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties
for the related Non-Lead Securitization Note’s allocable share, to be determined in Reverse Sequential Order, of the insufficiency
out of general funds in the Whole Loan Custodial Account (or equivalent account) established under the related Non-Lead Securitization
Servicing Agreement;


 


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


 


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


 


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


 


(d)       [Reserved].


 






    22


     


    

 


(e)       Each
Non-Lead Securitization Note Holder shall give each of the parties to the Lead Securitization Servicing Agreement (that will not
also be a party to the related Non-Lead Securitization Servicing Agreement) notice of the Non-Lead Securitization in writing (which
may be by e-mail) not less than five (5) Business Days’ prior to the related Non-Lead Securitization Date. Such notice shall
contain contact information for each of the parties to the related Non-Lead Securitization Servicing Agreement. In addition, after
the related Non-Lead Securitization Date, the related Non-Lead Securitization Note Holder shall send a copy of the related Non-Lead
Securitization Servicing Agreement to each of the parties to the Lead Securitization Servicing Agreement.


 


Section
3.        Priority of Payments. Note B and the right of the Note B Holder to
receive payments of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject
and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other
amounts with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise
available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts
realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds,
proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance
Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of
the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan
Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows
required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be
held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and
payable or reimbursable to the Master Servicer under the Servicing Agreement and (y) all amounts that are then due, payable
or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the
Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Master Servicer for
payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in
the Servicing Agreement):


 


(a)       first,
Pro Rata and Pari Passu, to the Note A-1 Holder and the Note A-2 Holder, in an amount equal to the accrued and unpaid interest
on the Note A-1 Principal Balance at the Net Note A-1 Rate and on the Note A-2 Principal Balance at the Net Note A-2 Rate, respectively;


 


(b)       second,
to the Note A-1 Holder and the Note A-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the principal payments
received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until their Principal Balances have
been reduced to zero;


 


(c)       third,
to the Note A-1 Holder and the Note A-2 Holder on a Pro Rata and Pari Passu Basis up to the amount of any unreimbursed costs and
expenses paid by such Note A-1 Holder and/or such Note A-2 Holder including any Recovered Costs not previously reimbursed to such
Note Holder (or paid or advanced by any Servicer on its behalf and not


 






    23


     


    

 


previously paid or reimbursed) with respect to the Mortgage
Loan pursuant to this Agreement or the Servicing Agreement;


 


(d)       fourth,
to the Note A-1 Holder and the Note A-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the
Percentage Interest of such Note multiplied by (ii) the Note A-1 Relative Spread or Note A-2 Relative Spread, as applicable, and
(iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(e)       fifth,
to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate;


 


(f)       sixth,
to the Note B Holder in an amount equal to all remaining principal payments received, if any, with respect to such Monthly Payment
Date with respect to the Mortgage Loan, until the Note B Principal Balance has been reduced to zero;


 


(g)       seventh,
any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Note B Holder in an amount up to
its pro rata interest therein, based on the product of the Note B Percentage Interest multiplied by its Relative Spread;


 


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


 


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


 


(j)       tenth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (a)-(i), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance
with their respective initial Percentage Interests.


 


All expenses and losses
relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing
Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain
other trust expenses, shall be allocated in Reverse Sequential Order; provided, however, all P&I Advances will
be reimbursed pro rata and pari passu among the Notes without regard to the subordination of Note B as set forth herein.
Any realized losses


 






    24


     


    

 


(including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall
be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.


 


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 on any Note 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 Sequential
Order of payment of the Notes as set forth therein.


 


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


 






    25


     


    

 


Upon the Mortgage Loan
becoming a Defaulted Mortgage Loan, each Non-Lead Securitization Note Holder hereby acknowledges the right and obligation of the
Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) to sell the Non-Lead
Securitization Notes together with the Lead Securitization Note as notes evidencing one whole loan in accordance with the terms
of the Lead Securitization Servicing Agreement. In connection with any such sale, the Special Servicer shall be required to sell
each Non-Lead Securitization Note together with the Lead Securitization Note in the manner set forth in the Lead Securitization
Servicing Agreement. Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Special Servicer acting on behalf
of the Lead Securitization Note Holder) shall not be permitted to sell the Mortgage Loan if it becomes a Defaulted Mortgage Loan
without the written consent of each Non-Controlling Note Holder (provided that such consent is not required if 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 each 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 permitted sale date, a copy of each bid package (together with any material
amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least 10 days
prior to the proposed sale date, a copy of the most recent appraisal for the Mortgaged Property, and any documents in the Mortgage
File reasonably requested by such Non-Controlling Note Holder that are material to the price of the Mortgage Loan; and (d) until
the sale is completed, and a reasonable period of time (but not less time than is afforded to other offerors) prior to the proposed
sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved
by the Master Servicer or the Special Servicer in connection with the proposed sale; provided, 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 Non-Controlling Note Holder shall be permitted to bid at any sale of the Mortgage Loan, unless such Person
is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 


Each Non-Lead Securitization
Note Holder hereby appoints the Lead Securitization Note Holder as its agent, and grants to the Lead Securitization Note Holder
an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for
and consummating the sale of the Non-Lead Securitization Notes. Each Non-Lead Securitization Note Holder further agrees that, upon
the request of the Lead Securitization Note Holder, each 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 related 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 the Non-Lead Securitization Notes, and the obligations of the Non-Lead Securitization Note
Holders to execute and deliver instruments or deliver the Non-Lead Securitization 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 the Lead Securitization
is terminated in accordance with its terms.


 






    26


     


    

 


(b)       The
administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement. The servicing
of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan
(or to the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case pursuant
to the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance with the
Lead Securitization Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer and the Special Servicer
to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests of each
of the Note Holders as a collective whole (taking into account that Note B is junior to the A Notes). 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 without such Non-Lead Securitization Note Holder’s prior written consent. 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 its 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, including 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.


 


(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


 






    27


     


    

 


Termination Event) and (ii) to consult on a non-binding basis with
the Non-Controlling Note Holder or its Non-Controlling Note Holder Representative (until the occurrence and continuance of a consultation
termination event under the related pooling and servicing agreement) and consider alternative actions recommended by the Non-Controlling
Note Holder Representative with respect to any such Major Decisions (provided that if the Non-Controlling Note Holder does not
consult, or notify the Special Servicer that it will not consult, to such Major Decisions within ten (10) business days, as applicable,
the Non-Controlling Note Holder shall be deemed to have consulted to such Major Decisions).


 


(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
each Note Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent
from any action of the Mortgage Loan Borrower, or exercise or refrain from exercising any powers or rights which the Note Holders
may have under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the
Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury,
more than three (3) months after the startup day of the REMIC which includes the Notes (or any portion thereof). Each Note Holder
agrees that the provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Lead Securitization
Servicing Agreement relating to the administration of the Mortgage Loan.


 


Anything herein or in
the Lead Securitization Servicing Agreement to the contrary notwithstanding, in the event that one of the Notes is included in
a REMIC and the other is not, such other Note Holder shall not be required to reimburse such Note Holder or any other Person for
payment of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating 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
Holders 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


 






    28


     


    

 


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


 


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


 






    29


     


    

 


reason of its having acted or refrained from acting, or having given any consent or having failed
to give any consent, solely in the interests of any Note Holder.


 


(c)       Each
Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its
rights and obligations with respect to the Mortgage Loan (each, a “Non-Controlling Note Holder Representative”).
All of the provisions relating to Controlling Note Holder and the Controlling Note Holder Representative set forth in Section 6(a)
(except those contained in the last sentence thereof) and Section 6(b) shall apply to each Non-Controlling Note Holder and its
Non-Controlling Note Holder Representative mutatis mutandis.


 


(d)       The
Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Lead Securitization Note Holder hereunder
and the rights and powers granted to the “controlling class representative” or similar party under, and as defined
in, the Lead Securitization Servicing Agreement with respect to the Mortgage Loan. In addition, the Controlling Note Holder shall
be entitled to advise (1) the Special Servicer with respect to all matters related to a “Specially Serviced Mortgage
Loan” (as defined in the Lead Securitization Servicing Agreement) and (2) the Special Servicer with respect to all matters
for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and, except as set forth below
(i) the Master Servicer shall not be permitted to implement any Major Decision unless it has obtained the prior consent of
the Special Servicer and (ii) for so long as no Control Termination Event has occurred and is continuing, the Special Servicer
shall not be permitted to consent to the Master Servicer’s implementing any Major Decision nor will the Special Servicer
itself be permitted to implement any Major Decision as to which the Controlling Note Holder has objected in writing within ten (10)
Business Days after receipt of the written recommendation and analysis and such additional information requested by the Controlling
Note Holder as may be necessary in the reasonable judgment of the Controlling Note Holder in order to make a judgment with respect
to such Major Decision. The Controlling Note Holder may also direct the Special Servicer to take, or to refrain from taking, such
other actions with respect to the Mortgage Loan as the Controlling Note Holder may deem advisable.


 


If the Controlling Note
Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision within ten (10) Business
Days after delivery to the Controlling Note Holder by the applicable Servicer of written notice of a proposed Major Decision (which
notice shall contain a legend, in conspicuous boldface type, substantially similar to the following: “THIS IS A REQUEST
FOR ACTION APPROVAL. IF THE CONTROLLING NOTE HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED ACTION WITHIN TEN (10) BUSINESS
DAYS, SUCH ACTION MAY BE DEEMED APPROVED”) together with any information requested by the Controlling Note Holder as
may be necessary in the reasonable judgment of the Controlling Note Holder in order to make a judgment, then upon the expiration
of such ten (10) Business Days such Major Decision shall be deemed to have been approved by the Controlling Note Holder.


 


In the event that
the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by the Lead Securitization
Servicing Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing
matters, or any other matter requiring consent of the Controlling Note Holder, prior to the occurrence and continuance


 






    30


     


    

 


of a Control Termination Event pursuant
to the Lead Securitization Agreement, is necessary to protect the interests of the Note Holders (as a collective whole taking into
account that Note B is junior to the A Notes) and the Special Servicer has made a reasonable effort to contact the Controlling
Note Holder, the Master Servicer or the Special Servicer, as the case may be, may take any such action without waiting for the
Controlling Note Holder’s response.


 


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


 


The Controlling Note
Holder shall have no liability to the other Note Holders or any other party 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 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 Holders, and that the
Controlling Note Holder may have special relationships and interests that conflict with the interests of another Note Holder and,
absent willful misconduct, bad faith or gross negligence on the part of the Controlling Note Holder, agree to take no action against
the Controlling Note Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships
or interests, and that the Controlling Note Holder shall not be deemed to have been grossly negligent, 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.


 


Section 7.        Appointment
of Special Servicer.  Subject to the terms of the Lead Securitization Servicing Agreement, the Controlling Note
Holder (or its Controlling Note Holder Representative) shall have the right at any time and from time to time, with or without
cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer
in lieu thereof. Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to
serve as Special Servicer shall be made by delivering to the other Note Holder, the Master Servicer, the then existing Special
Servicer and other parties to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying
the other conditions to such replacement as set forth in the Lead Securitization Servicing Agreement (including, without limitation,
a Rating Agency Confirmation, 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,


 






    31


     


    

 


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.


 


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 (2) Business
Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting
on its behalf) from or on behalf of the Mortgage Loan Borrower.


 


(b)       If
the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received
or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar
law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder
or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, a Lead Securitization
Note Holder shall not be required to distribute any portion thereof to the Non-Lead Securitization Note Holders and each Non-Lead
Securitization Note Holder 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 such 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, Servicer, Special Servicer or such other Person with respect thereto.


 


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


 


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


 






    32


     


    

 


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


 


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


 






    33


     


    

 


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


 


Section 12.        No
Creation of a Partnership or Exclusive Purchase Right.  Nothing contained in this Agreement, and no action taken
pursuant hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association,
joint venture or other entity. No Note Holder shall have any obligation whatsoever to offer to any other Note Holder the opportunity
to purchase a participation interest in any future loans originated by such Note Holder or its Affiliates and if any Note Holder
chooses to offer to any 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. No Note Holder shall have any obligation whatsoever to purchase from any 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 Holders or their 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, participate, hypothecate, contribute, encumber or
otherwise dispose (either (i)


 






    34


     


    

 


directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement,
excluding a repo financing or a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”) except to
a Qualified Institutional Lender. Promptly after the Transfer, the non-transferring Note Holders 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 (x) prior to a Securitization,
the consent of each non-transferring Note Holder or (2) after a Securitization of such non-transferring Note Holder’s Note,
Rating Agency Confirmation. 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
Rating Agency Confirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note)
to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void
and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it will pay the expenses of the
non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses
relating to the confirmation from the Rating Agencies in connection with any such Transfer. Notwithstanding the foregoing, each
Note Holder shall have the right, without the need to obtain the consent of any 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 all of the Notes 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 Rating
Agency 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.


 






    35


     


    

 


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


 


(c)       Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage
Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that is either a Qualified
Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent)
or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in this Section 14(c),
it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any Person which Controls such Note that
is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided
that a Note Pledgee which is not a Qualified Institutional Lender may not take title to the pledged Note without a Rating Agency
Confirmation. Upon written notice by the applicable Note Holder to any other Note Holder and any Servicer that a Pledge has been
effected (including the name and address of the applicable Note Pledgee), such other Note Holder agrees to acknowledge receipt
of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default by the pledging Note Holder in
respect of its obligations under this Agreement of which default such Note Holder has actual knowledge; (ii) to allow such
Note Pledgee a period of ten (10) days to cure a default by the pledging Note Holder in respect of its obligations to any
other Note Holder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment,
modification, waiver or termination of this Agreement shall be effective against such Note Pledgee without the written consent
of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Note
Holder shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving of same
to the pledging Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee such estoppel certificate(s) as
Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory
to such other Note Holder; and (vi) that, upon written notice (a “Redirection Notice”) to the other Note
Holders and any Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure periods,
under the pledging Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the
pledging Note Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder), and until
such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments
that 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 Holders and any Servicer from any liability to the pledging Note Holder on account of such other Note Holder’s
or Servicer’s compliance with any Redirection Notice believed by any Servicer or such other Note Holder to have been delivered
by a Note Pledgee. A Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Note


 






    36


     


    

 


Holder
to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law
and this Agreement. In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and any transferee other
than the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or similar
sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the
pledging Note Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional
Lender shall assume in writing the obligations of the pledging Note Holder hereunder accruing from and after such Transfer (i.e.,
realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The
rights of a Note Pledgee under this Section 14(c) shall remain effective as to any Note Holder (and any Servicer) unless and
until such Note Pledgee shall have notified any such Note Holder (and any Servicer, as applicable) in writing that its interest
in the pledged Note has terminated.


 


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


 


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


 


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


 


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


 


(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


 






    37


     


    

 


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 Holders. To the extent the Trustee or another
party is appointed as Agent hereunder, each Note Holder hereby designates such Person as its agent under this Section 15
solely for purposes of maintaining the Note Register.


 


In connection with any
Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment
and assumption agreement (unless the transferee is a Securitization Trust and the related pooling and servicing agreement
requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the obligations of the applicable
Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including
the applicable restriction on Transfers set forth in Section 14, from and after the date of such assignment. No transfer of
a Note may be made unless it is registered on the Note Register, and the Agent shall not recognize any attempted or purported transfer
of any Note in violation of the provisions of Section 14 and this Section 15. Any such purported transfer shall be absolutely
null and void and shall vest no rights in the purported transferee. Each Note Holder desiring to effect such transfer shall, and
does hereby agree to, indemnify the Agent and the other Note Holders against any liability that may result if the transfer is not
made in accordance with the provisions of this Agreement.


 


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


 


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


 


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


 






    38


     


    

 


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


 


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


 


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


 


Section 18.        Modifications.  This
Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each Note Holder. Additionally,
for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend or modify this Agreement without
first receiving a Rating Agency Confirmation; provided that no such confirmation from the Rating Agencies shall be required
in connection with a modification or amendment (i) to cure any ambiguity, to correct or supplement any provisions herein that
may be defective or inconsistent with any other provisions herein or with the Lead Securitization Servicing Agreement, (ii) entered
into pursuant to Section 31 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


 






    39


     


    

 


summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction
of this Agreement.


 


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


 


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


 


Section 24.        Withholding
Taxes.  (a) If the Lead Securitization Note Holder or the Mortgage
Loan Borrower shall be required by law to deduct and withhold Taxes from interest, fees or other amounts payable to a Non-Lead
Securitization Note Holder with respect to the Mortgage Loan as a result of such Non-Lead Securitization Note Holder constituting
a Non-Exempt Person, the Lead Securitization Note Holder, in its capacity as servicer, shall be entitled to do so with respect
to such Non-Lead Securitization Note Holder’s interest in such payment (all withheld amounts being deemed paid to such Note
Holder), provided that the Lead Securitization Note Holder shall furnish such Non-Lead Securitization Note Holder with
a statement setting forth the amount of Taxes withheld, the applicable rate and other information which may reasonably be requested
for purposes of assisting such Note Holder to seek any allowable credits or deductions for the Taxes so withheld in each jurisdiction
in which such Note Holder is subject to tax.


 


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


 


(c)       Each
Non-Lead Securitization Note Holder represents to the Lead Securitization Note Holder (for the benefit of the Mortgage Loan Borrower)
that it is not a Non-


 






    40


     


    

 


Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower is obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement.
Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, each
Non-Lead Securitization Note Holder shall deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory
to the Lead Securitization Note Holder substantiating that such Note Holder is not a Non-Exempt Person and that the Lead Securitization
Note Holder is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise
under this Agreement. Without limiting the effect of the foregoing, (i) if a Non-Lead Securitization Note Holder is created
or organized under the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements
of the preceding sentence by furnishing to the Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if
a Non-Lead Securitization Note Holder is not created or organized under the laws of the United States, any state thereof or the
District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower is treated for United States
income tax purposes as derived in whole or part from sources within the United States, such Note Holder shall satisfy the requirements
of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY
(with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by such
Note Holder, as evidence of such Note Holder’s exemption from the withholding of United States tax with respect thereto.
The Lead Securitization Note Holder shall not be obligated to make any payment hereunder with respect to a Non-Lead Securitization
Note or otherwise until the related Non-Lead Securitization Note Holder shall have furnished to the Lead Securitization Note Holder
requested forms, certificates, statements or documents.


 


Section 25.        Custody
of Mortgage Loan Documents.  The originals of all of the Mortgage Loan Documents (other than each 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 Lead Securitization Note Holder,
each Non-Lead Securitization Note Holder shall use reasonable efforts, at the Lead Securitization Note Holder’s expense,
to satisfy, and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy,
the market standards to which the Lead Securitization Note Holder customarily adheres or which may be reasonably required in the
marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable)
any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in
attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case,
as may be reasonably requested by the


 






    41


     


    

 


Rating Agencies to
effect the Securitization; provided, however, that either in connection with the Lead Securitization or
otherwise at any time prior to the Lead Securitization, none of the Non-Lead Securitization Note Holders 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, a Non-Lead Securitization Note Holder or (ii) materially increase a Non-Lead
Securitization Note Holders’ obligations or materially decrease any Non-Lead Securitization Note Holders’ rights,
remedies or protections. In connection with the Lead Securitization, each Non-Lead Securitization Note Holder agrees
to provide for inclusion in any disclosure document relating to the Lead Securitization such information concerning such
Non-Lead Securitization Note Holder and the related Non-Lead Securitization Note as the Lead Securitization Note Holder
reasonably determines to be necessary or appropriate, and each Non-Lead Securitization Note Holder covenants and agrees that
it shall, at the Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating
Agency and Lead Securitization Note Holder in connection with the Lead Securitization (including, without limitation,
reasonably cooperating with the Lead Securitization Note Holder (without any obligation to make additional representations
and warranties) to enable the Lead Securitization Note Holder to make all necessary certifications and deliver all necessary
opinions (including customary securities law opinions) in connection with the Mortgage Loan and the Lead Securitization), as
well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond
reasonably promptly with respect to any information relating to a Non-Lead Securitization Note Holder and the related
Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that the
information provided by it to the Lead Securitization Note Holder may be incorporated into the offering documents for the
Lead Securitization. The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the
information supplied by, or on behalf of, each Non-Lead Securitization Note Holder. The Lead Securitization Note Holder will
reasonably cooperate with each Non-Lead Securitization Note Holder by providing all information reasonably requested that is
in the Lead Securitization Note Holder’s possession in connection with each Non-Lead Securitization Note Holders’
preparation of disclosure materials in connection with a Securitization.


 


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


 


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


 






    42


     


    

 


Asset Representations Reviewer has informed such party that it has first requested, and not received, the documents from the master
servicer, special servicer and custodian for the applicable Non-Lead Securitization).


 


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


 


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


 


Section 29.        Certain
Matters Affecting the Agent.


 


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


 


(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.


 






    43


     


    

 


Section 30.        Termination
and Resignation of Agent.


 


(a)       The
Agent may be terminated at any time upon ten (10) days prior written notice from each Note A Holder. In the event that the Agent
is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall be terminated, other than
any rights or obligations that accrued prior to the date of such termination.


 


(b)       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. GSCRE, 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 GSCRE without any further notice or other action. The termination or resignation of such
Servicer, as Servicer under the Lead Securitization Servicing Agreement, shall be deemed a termination or resignation of such Servicer
as Agent under this Agreement.


 


Section 31.        Resizing.  Notwithstanding
any other provision of this Agreement, for so long as GSCRE or an affiliate of GSCRE (an “Original Entity”)
is the owner of a Non-Lead Securitization Note (the “Owned Note”), such Original Entity shall have the right,
subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes
or additional notes (in either case, “New Notes”) reallocating the principal of the Owned Note to such New
Notes; or severing the Owned Note into one or more further “component” notes in the aggregate principal amount equal
to the then outstanding principal balance of the Owned Note provided that (i) the aggregate principal balance of all outstanding
New Notes following such amendments is no greater than the aggregate principal of the Owned Note prior to such amendments, (ii)
all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay
pro rata and on a pari passu basis (to the extent described in the Mortgage Loan Agreement) and such reallocated
or component notes shall be automatically subject to the terms of this Agreement, (iv) the Original Entity holding the New Notes
shall notify the Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and
the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes
does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Original Entity holding the New
Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing 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 Original Entity, on which certification the Master
Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents
and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation
of


 






    44


     


    

 


principal. If more than one New Note is created hereunder, for purposes of exercising the rights of a 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]


 




    45


     


    

 


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









	 	GS COMMERCIAL REAL ESTATE LP,
a 

New York limited partnership, as Initial 

Note A-1 Holder
	 	 
	 	By:	/s/ Rene J. Theriault 
	 	 	Authorized Representative
	 	 	 
	 	 	Name: Rene J. Theriault
	 	 	Title:   Authorized Signatory 



 


	 	GS COMMERCIAL REAL ESTATE LP,
a 

New York limited partnership, as Initial 

Note A-2 Holder
	 	 
	 	By:	/s/ Rene J. Theriault
	 	 	Authorized Representative
	 	 	 
	 	 	Name: Rene J. Theriault
	 	 	Title:   Authorized Signatory













	 	GS COMMERCIAL REAL ESTATE LP,
a 

New York limited partnership, as Initial 

Note B Holder
	 	 
	 	By:	/s/ Rene J. Theriault
	 	 	Authorized Representative
	 	 	 
	 	 	Name: Rene J. Theriault
	 	 	Title:   Authorized Signatory


 





(Co-Lender
Agreement – 225 Bush Street)


 






    


     


    

 





EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan:


 


	Mortgage Loan Borrower:	225 Bush Street Owners LLC
	Date of Mortgage Loan:	October 31, 2016
	Date of Notes:	October 31, 2016
	Original Principal Amount of Mortgage Loan:	$235,000,000
	Principal Amount of Mortgage Loan as of the Cut-off Date under the Lead Securitization Servicing Agreement:	$235,000,000
	Location of Mortgaged Property:	San Francisco, California
	Initial Maturity Date:	Monthly Payment Date in November 2021
	Initial Note A-1 Principal Balance:	$100,000,000
	Initial Note A-2 Principal Balance:	$22,000,000
	Initial B Note Principal Balance:	$113,000,000
	Initial Note A-1 Percentage Interest:	42.55%
	Initial Note A-2 Percentage Interest:	9.36%
	Initial Note B Percentage Interest:	48.09%
	Note A-1 Rate:	3.951%
	Note A-2 Rate:	3.951%
	Note B Rate:	3.951%



 






    A-1


     


    

 


EXHIBIT B


 


1.       Initial Note
A-1 Holder:


 


(Prior to Securitization of Note A-1):


 


GS Commercial Real Estate LP



Notice Address:

GS Commercial Real Estate LP

200 West Street

New York, New York 10282

Attention: Leah Nivison

Facsimile No.: (212) 428-1439


 


and


 


GS Commercial Real Estate LP

200 West Street

New York, New York 10282

Attention: Peter Morreale

Facsimile No.: (212) 902-3000


 


with a copy to:



GS Commercial Real Estate LP

6011 Connection Drive, Suite 550

Irving, Texas 75039

Attention: Joe Osborne

Facsimile No.: (212) 291-5318


 


2.       Initial Note
A-2 Holder:


 


(Prior to Securitization of Note A-2):


 


GS Commercial Real Estate LP



Notice Address:

GS Commercial Real Estate LP

200 West Street

New York, New York 10282

Attention: Leah Nivison

Facsimile No.: (212) 428-1439


 






    B-1


     


    

 


and


 


GS Commercial Real Estate LP

200 West Street

New York, New York 10282

Attention: Peter Morreale

Facsimile No.: (212) 902-3000


 


with a copy to:



GS Commercial Real Estate LP

6011 Connection Drive, Suite 550

Irving, Texas 75039

Attention: Joe Osborne

Facsimile No.: (212) 291-5318


 


3.       Initial Note
B Holder:


 


(Prior to Securitization of Note B):


 


GS Commercial Real Estate LP



Notice Address:

GS Commercial Real Estate LP

200 West Street

New York, New York 10282

Attention: Leah Nivison

Facsimile No.: (212) 428-1439


 


and


 


GS Commercial Real Estate LP

200 West Street

New York, New York 10282

Attention: Peter Morreale

Facsimile No.: (212) 902-3000


 


with a copy to:



GS Commercial Real Estate LP

6011 Connection Drive, Suite 550

Irving, Texas 75039

Attention: Joe Osborne

Facsimile No.: (212) 291-5318


 






    B-2


     


    

 


(Following Securitization of Note A-1):


 


(i)        Depositor:


 


GS Mortgage Securities Corporation II





200 West Street

New York, New York 10282

Attention: Leah Nivison

Facsimile No.: (212) 428-1439


 


with a copy to:




GS Mortgage Securities Corporation II 


200 West Street

New York, New York 10282

Attention: Peter Morreale

Facsimile No.: (212) 902-3000


 


with a copy to:




GS Mortgage Securities Corporation II 


6011 Connection Drive, Suite 550

Irving, Texas 75039

Attention: Joe Osborne

Facsimile No.: (212) 291-5318


 


(ii)        Master Servicer:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: GSMS 2016-GS4 Asset Manager


 


with a copy to:


  


Wells Fargo Bank, National Association

Legal Department

301 South College Street

D1053-300





Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support


 


with a copy to:


 






    B-3


     


    

 


K&L Gates LLP

Hearst Tower

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann 


Facsimile number: (704) 353-3190]


 


(iii)        General 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


 


(iv)       225 Bush Street
Special Servicer:





AEGON USA Realty Advisors, LLC 


4333 Edgewood Road NE





Cedar Rapids, Iowa 52499 


Attention: Executive Vice President, Special
Servicing





Facsimile: (319) 355-8030


 


(v)       Trustee:


 


Wilmington Trust, National
Association 


1100 North Market Street





Wilmington, Delaware, 19890 


Attention: CMBS Trustee –
GSMS 2016-GS4





Facsimile number: (302) 636-4140 


Email: cmbstrustee@wilmingtontrust.com


 


(vi)       Certificate Administrator:





Wells Fargo Bank, National Association

9062 Old Annapolis Road 


Columbia, Maryland 21045-1951


 






    B-4


     


    

 


Attention: Corporate Trust Services
CMBS – GS 2016-GS4





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

trustadministrationgroup@wellsfargo.com


 


(vii)        Operating Advisor and Asset Representations Reviewer:

        





Park Bridge Lender Services LLC 


c/o Park Bridge Financial LLC





600 Third Avenue, 40th Floor, 


New York, New York 10016





Attention: David M. Rodgers 


Email: david.rodgers@parkbridgefinancial.com


 




    B-5


     


    

EXHIBIT C



PERMITTED FUND MANAGERS


 


		1.	Apollo Real Estate Advisors






		2.	Archon Capital, L.P.






		3.	BlackRock, Inc.






		4.	The Blackstone Group International Ltd.






		5.	Capital Trust, Inc.






		6.	Clarion Partners






		7.	Colony Capital, Inc.






		8.	DLJ Real Estate Capital Partners






		9.	Fortress Investment Group, LLC






		10.	iStar Financial Inc.






		11.	J.E. Roberts Companies






		12.	Lend-Lease Real Estate Investments






		13.	Lonestar Opportunity Fund






		14.	Praedium Group






		15.	Raith Capital Partners, LLC






		16.	Rialto Capital Advisors, LLC






		17.	Rialto Capital Management, LLC






		18.	Starwood Financial Trust






		19.	Walton Street Capital, LLC






		20.	Westbrook Partners






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








 






    C-1