Exhibit
4.5 


 





EXECUTION
VERSION 


 





CO-LENDER
AGREEMENT



 


Dated
as of December 2, 2016



by and among



 


GOLDMAN
SACHS MORTGAGE COMPANY

(Initial Note A-1 Holder)


 


and


 


GOLDMAN
SACHS MORTGAGE COMPANY

(Initial Note A-2 Holder)


 


and


 


DEUTSCHE
BANK AG, NEW YORK BRANCH

(Initial Note A-3 Holder)


 


and


 


DEUTSCHE
BANK AG, NEW YORK BRANCH

(Initial Note A-4 Holder)


 


and


 


GOLDMAN
SACHS MORTGAGE COMPANY

(Initial Note B-1 Holder)


 


and


 






    	 



     


    

 


DEUTSCHE
BANK AG, NEW YORK BRANCH

(Initial Note B-2 Holder)


 


350
Park Avenue


 






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TABLE
OF CONTENTS


 





	 	 	Page
	Section 1	Definitions	1
	Section 2	Servicing of the Mortgage Loan	15
	Section 3	Priority of Payments	20
	Section 4	Workout	20
	Section 5	Administration of the Mortgage Loan	20
	Section 6	Appointment
    of Controlling Note Holder Representative and Non-Controlling Note Holder Representative	24
	Section 7	Appointment of Special Servicer	27
	Section 8	Payment Procedure	27
	Section 9	Limitation on Liability of the Note Holders	28
	Section 10	Bankruptcy	28
	Section 11	Representations of the Note Holders	29
	Section 12	No Creation of a Partnership or Exclusive Purchase Right	29
	Section 13	Other Business Activities of the Note Holders	30
	Section 14	Sale of the Notes	30
	Section 15	Registration of the Notes and Each Note Holder	33
	Section 16	Governing Law; Waiver of Jury Trial	33
	Section 17	Submission To Jurisdiction; Waivers	34
	Section 18	Modifications	34
	Section 19	Successors and Assigns; Third Party Beneficiaries	35
	Section 20	Counterparts	35
	Section 21	Captions	35
	Section 22	Severability	35
	Section 23	Entire Agreement	35
	Section 24	Withholding Taxes	35
	Section 25	Custody of Mortgage Loan Documents	37
	Section 26	Cooperation in Securitization	37
	Section 27	Notices	38
	Section 28	Broker	38
	Section 29	Certain Matters Affecting the Agent	38
	Section 30	Termination and Resignation of Agent	39
	Section 31	Resizing	39


















 






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THIS
CO-LENDER AGREEMENT (this “Agreement”), dated as of December 2, 2016 by and among GOLDMAN SACHS MORTGAGE COMPANY
(“GSMC” and together with its successors and assigns in interest, in its capacity as initial owner of Note
A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”),
GSMC (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2, the “Initial
Note A-2 Holder”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY” and together with its successors and
assigns in interest, in its capacity as initial owner of Note A-3, the “Initial Note A-3 Holder”), DBNY (together
with its successors and assigns in interest, in its capacity as initial owner of Note A-4, the “Initial Note A-4 Holder”),
GSMC (together with its successors and assigns in interest, in its capacity as initial owner of Note B-1, the “Initial
Note B-1 Holder”) and DBNY (together with its successors and assigns in interest, in its capacity as initial owner of
Note B-2, the “Initial Note B-2 Holder” and, together with the Initial Note A-1 Holder, the Initial Note A-2
Holder, the Initial Note A-3 Holder, the Initial Note A-4 Holder and the Initial Note B-1 Holder, the “Initial Note Holders”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), GSMC and DBNY co-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 (together with its successors and permitted assigns, the “Mortgage
Loan Borrower”), which was evidenced, inter alia, by 6 promissory notes (as amended, modified or supplemented,
the “Notes”) in the aggregate original principal amount of $400,000,000 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, Note A-2, Note A-3 and Note A-4.


 


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


 






    	 



     


    

 


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


 


“Agent
Office” shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement
is located at Goldman Sachs Mortgage Company, 200 West Street, New York, New York 10282, Attention: 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 Noteholders.


 


“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.”


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Control”
shall mean the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership
interests of an entity and the possession, directly or indirectly, of the power to direct or cause the direction of the management


 



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or
policies of an entity, whether through the ability to exercise voting power, by contract or otherwise (“Controlled”
and “Controls” have meanings correlative thereto.)


 


“Controlling
Note Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 is included in 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 other class(es) otherwise assigned
the rights to exercise the rights of the “Controlling Note Holder” hereunder or under the Lead Securitization Servicing
Agreement, as and to the extent provided in the Lead Securitization Servicing Agreement; provided that if at any time 50%
or more of Note A-1 (or class of securities issued in the 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, Note A-1 (or the class of securities issued
in the 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”) shall not be entitled to exercise any rights of the Controlling
Note Holder, and no person shall be entitled to exercise the rights of the Controlling Note Holder.


 


“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.


 


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


 


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


 


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


 


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


 


“Initial
Note A-3 Holder” shall mean DBNY, as the initial holder of Note A-3.


 


“Initial
Note A-4 Holder” shall mean DBNY, as the initial holder of Note A-4.


 


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


 


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


 






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“Initial
Note Holders” shall mean, collectively, the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3
Holder, the Initial Note A-4 Holder, the Initial Note B-1 Holder and the Initial Note B-2 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 trust and servicing agreement to be entered into in connection with
the Securitization of Note A-1 and issuance of the VNDO Trust 2016-350P, Commercial Mortgage Pass Through Certificates, Series
2016-350P, by and among (a) the Trustee, (b) the Master Servicer, (c) the Special Servicer, (d) the Depositor and (e) the Certificate
Administrator. 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.


 






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“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 Mortgage Loan Borrower
or 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);


 






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(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)          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 Mortgage Loan Borrower or Mortgaged Property;


 


(xi)        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 Mortgage Loan Borrower; and


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of December 2, 2016, between the Mortgage Loan Borrower, as
Borrower, Goldman Sachs Mortgage Company and Deutsche Bank AG, New York Branch, as Lender, as the same may be amended, restated,
supplemented or otherwise modified from time to time, subject to the terms hereof.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Controlling
Note Holder” means each Note Holder other than the Note A-1 Holder; provided that with respect to each Non-Controlling
Note, at any time such Non-Controlling Note is included in a Securitization other than the Lead Securitization, references to
the “Non-Controlling Note Holder” herein shall mean the Non-Lead Securitization Subordinate Class Representative under
the related Non-Lead Securitization Servicing Agreement, as and to the extent provided in the related Non-Lead Securitization
Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special
Servicer) has been given written notice; provided that if at any time 50% or more of Note A-1 is held by the Mortgage Loan
Borrower or an Affiliate of the Mortgage Loan Borrower, no Note Holder or other Person shall be entitled to exercise any rights
of the Controlling Note Holder. The Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on
its behalf) shall not be required at any time to deal with more than one party exercising the rights of a “Non-Controlling
Note Holder” herein or under the Lead Securitization Servicing Agreement and, (x) to the extent that the related Non-Lead
Securitization Servicing Agreement assigns such rights to more than one party or (y) to the extent 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); provided that, in the


 






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absence
of such designation and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on
its behalf) shall be entitled to treat the last party as to which it has received written notice as having been designated as
the Non-Controlling Note Holder 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 Holder of each Note (other than Note A-1) is the Non-Controlling Note Holder with respect to such Note.


 


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


 


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


 


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


 


“Non-Lead
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.


 






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


 


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


 


“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
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 December 2, 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	GSMC	$77,592,000
	Note
    A-2	GSMC	$100,000,800
	Note
    A-3	DBNY	$51,728,000
	Note
    A-4	DBNY	$66,667,200



 






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	Note
    B-1	GSMC	$62,407,200
	Note
    B-2	DBNY	$41,604,800


 


“Note
A Rate” shall mean with respect to each A Note, the rate set forth on the Mortgage Loan Schedule.


 


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


 


“Note
B Rate” shall mean with respect to each Note B, the rate set forth on the Mortgage Loan Schedule.


 


“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.


 


“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.


 


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


 






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“Pro
Rata and Pari Passu Basis” shall mean with respect to the A Notes and such Note Holders or the Note B and such Note
Holders, as applicable, 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 Note B, as applicable, or any such
Note Holder over another such A Note or Note B, as applicable, or Note Holder, as the case may be, and in any event such that
each A Note or Note B, as applicable, 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


 


(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


 



    	11 



     


    

 


CDO,
the special servicer of such Securitization Vehicle has a Required Special Servicer Rating or is otherwise acceptable to the Rating
Agencies rating each Securitization (such entity, an “Approved Servicer”) and such Approved Servicer is required
to service and administer such Note or any interest therein in accordance with servicing arrangements for the assets held by the
Securitization Vehicle which require that such Approved Servicer act in accordance with a servicing standard notwithstanding any
contrary direction or instruction from any other Person; or (3) in the case of a Securitization Vehicle that is a CDO, the CDO
Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered and managed by a CDO Asset Manager which
is a Qualified Institutional Lender, are each a Qualified Institutional Lender under clauses (i), (ii), (iv) or (v) of this definition,
or


 


(iv)  
     an investment fund, limited liability company, limited partnership or general partnership
having capital and/or capital commitments of at least $250,000,000, in which (A) any Initial Note Holder, (B) a person that
is otherwise a Qualified Institutional Lender under clause (i), (ii) or (v) (with respect to an institution substantially
similar to the entities referred to in clause (i) or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner,
managing member, or the fund manager responsible for the day-to-day management and operation of such investment vehicle and provided
that at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more
entities that are otherwise Qualified Institutional Lenders, 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.


 


“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


 



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


 


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


 


“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


 



    	13 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    	14 



     


    

 


“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 A Note, 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 each of Note B, 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.


 


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


 


“Servicing
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, or its successor in interest, or any successor Special Servicer
appointed as provided in the Lead Securitization Servicing Agreement and this Agreement.


 


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


 


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


 


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


 


“U.S.
Person” shall mean a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) created or organized in or under the laws of the United States, any State thereof or the District
of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, or an estate whose
income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States
is able to exercise primary supervision over the


 



    	15 



     


    

 


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).


 


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 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, Certificate Administrator
and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the initial Special
Servicer by the Controlling Note Holder as may be replaced pursuant to the terms of the Lead Securitization Servicing Agreement
and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage
Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby irrevocably appoints the Master Servicer,
the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents
reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization
Servicing Agreement (subject at all times to the rights of the Note Holder set forth herein and in the Lead Securitization Servicing
Agreement). In no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note
Holder against any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder;
however, this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to 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 and Non-Lead Special Servicer under each Non-Lead
Securitization Servicing Agreement to enable each such Non-Lead Master Servicer and Non-Lead Special 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,


 



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pursuant
to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement (including,
without limitation, all applicable provisions relating to delivery of information and reports necessary for any Non-Lead Securitization
to comply with any applicable reporting requirements under the Securities Exchange Act of 1934, as amended) and all references
herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement; provided,
however, that if a Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation shall have been
obtained from each Rating Agency; provided, further, however, that until a replacement servicing agreement
has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions
of the Lead Securitization Servicing Agreement as if such agreement was still in full force and effect with respect to the Mortgage
Loan, by the Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Note Holder that is a qualified
servicer meeting the requirements of the Lead Securitization Servicing Agreement (provided however the Master Servicer
shall have no obligation to make any P&I Advance or Administrative Advance (as defined in the Lead Securitization Servicing
Agreement)).


 


(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, Note A-3 and Note B, 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 Collection 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 Collection 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



    	17 



     


    

 


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 or the Depositor, as applicable, is entitled
to be reimbursed pursuant to the Lead Securitization Servicing Agreement and any costs, fees and expenses related to obtaining
any Rating Agency Confirmation, to the extent amounts on deposit in the Collection Account 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 the Lead Securitization Trust pursuant
to the terms of the Lead Securitization Servicing Agreement) each of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee 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 Collection 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”) 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


 



    	18 



     


    

 


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-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 Collection Account on a pro rata
basis without regard to the subordination of each 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 any A Note, then that P&I
Advance shall only be reimbursed out of future payments and collections on such A Note 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 any other
A Note, however P&I Advances on any A Note shall be reimbursable from each Note B. Interest on P&I Advances made with
respect to any Note A may only be reimbursed out of future payments and collections on a Note B and such Note A, but not out of
payments or other collections on any other Note A.


 


(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 collection 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


 



    	19 



     


    

 


additional
trust fund expenses (including compensation due to the Master Servicer and the Special Servicer to the extent related to the servicing
and administration of the Mortgage Loan and the Mortgaged Property), and (B) if the Lead Securitization Servicing Agreement permits
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee to reimburse itself from the Lead Securitization
Trust’s general account, then the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as
applicable, may do so, and the related Non-Lead Master Servicer will be required to, promptly following notice from the Master
Servicer, the Special Servicer or the Trustee, reimburse the Lead Securitization Trust out of general funds in the collection
account (or equivalent account) established under the related Non-Lead Securitization Servicing Agreement for 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 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 Collection 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 collection
account (or equivalent account) established under the related Non-Lead Securitization Servicing Agreement;


 


(iii)         the
related Non-Lead Master Servicer will be required to deliver to the Trustee, the Certificate Administrator, the Special Servicer
and the Master Servicer (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


 



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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)          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 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 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,
on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal
Balance for each A Note at the Net Note A Rate;


 


(b)       second,
on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder 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 such Note Principal Balance for each A Note has been reduced to zero;


 






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


 


(d)       fourth,
on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal
Balance for each Note B at the Net Note B Rate;


 


(e)        fifth,
on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder 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 such Note Principal Balance for each Note B has been reduced to zero;


 


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


 


(g)       seventh,
on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to
each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests
multiplied by its Relative Spread;


 


(h)       eighth,
Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note
B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied
by its Relative Spread;


 


(i)        ninth,
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)-(h) and, as a result of a Workout the Principal Balance of such Note
B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note
Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate;


 


(j)         tenth,
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 each Note B Holder, pro rata, based on their respective Percentage Interests; and


 






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(k)        eleventh,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each 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. Any realized losses (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


 



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Mortgage
Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf
of the Lead Securitization Note Holder) shall not have any fiduciary duty to any Non-Lead Securitization Note Holder in connection
with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder from the
obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing Standard (in the case
of the Master Servicer or the Special Servicer) or any liability for failure to do so).


 


Upon
the Mortgage Loan becoming a Defaulted Mortgage Loan, each Non-Lead Securitization Note Holder hereby acknowledges the right and
obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder)
to sell 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 Loan 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


 



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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.


 


(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


 



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copies
of any notice, information and report that it is required to provide to the Lead Securitization Subordinate Class Representative
pursuant to the Lead Securitization Servicing Agreement with respect to any Major Decisions or the implementation of any recommended
actions outlined in an Asset Status Report relating to the Mortgage Loan, to the Non-Controlling Note Holder or its Non-Controlling
Note Holder Representative, within the same time frame it is required to provide to the Lead Securitization Subordinate Class
Representative (for this purpose, without regard to whether such items are actually required to be provided to the Lead Securitization
Subordinate Class Representative under the Lead Securitization Servicing Agreement due to the occurrence of a Control Termination
Event or a Consultation Termination Event) and (ii) to consult 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


 



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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 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, 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, 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, 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, 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 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


 



    	27 



     


    

 


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 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 negligent,
or to have acted in bad faith or engaged in willful misfeasance or to have disregarded any exercise of its rights by reason of
its having acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests
of any Note Holder.


 


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


 


(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


 



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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 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


 



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Servicer
and other parties to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the
other conditions to such replacement as set forth in the Lead Securitization Servicing Agreement (including, without limitation,
a Rating Agency Confirmation, if required by the terms of the Lead Securitization Servicing Agreement), if any. The Controlling
Note Holder shall be solely responsible for any expenses incurred in connection with any such replacement without cause. The Controlling
Note Holder shall notify the other parties hereto of its termination of the then currently serving Special Servicer and its appointment
of a replacement Special Servicer in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special
Servicer with respect to the Mortgage Loan as of the consummation of the securitization under the Lead Securitization Servicing
Agreement, then the initial Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the initial
Special Servicer but this shall not limit the right of the Controlling Note Holder (or its 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 Collection
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 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, Master Servicer, Special Servicer or such other Person with respect thereto.


 


(c)       If,
for any reason, the Lead Securitization Note Holder makes any payment to 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


 



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the
Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder.


 


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


 


Section
9. Limitation on Liability of the Note Holders. Each Note Holder shall have no liability to 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 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


 



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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 Servicer in connection with any Insolvency Proceeding are subject
to and must be in accordance with the Servicing Standard.


 


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


 


Section
12. No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no
action taken pursuant hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a
partnership, association, joint venture or other entity. 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


 



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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) 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,


 



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


 


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


 


(c)       Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than the
Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that is either a
Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or
the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in this
Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any Person which Controls
such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder,
provided that a Note Pledgee which is not a Qualified Institutional Lender may not take title to the pledged Note without
a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to 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


 



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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 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


 






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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 



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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 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


 



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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-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


 



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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) on and 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 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 Noteholder (without
any obligation to make additional representations and warranties) to enable the Lead Securitization Noteholder to make all necessary
certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage
Loan and the Lead Securitization), as well as in connection with all other matters and the preparation of any offering documents
thereof and to review and respond reasonably promptly with respect to any information relating to a Non-Lead Securitization Note
Holder and the related Non-Lead Securitization Note in any Securitization document. Each


 



    	40 



     


    

 


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.


 


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.


 


Section
27.  Notices. All notices required hereunder shall be given by (i) telephone (confirmed promptly in writing)
or shall be in writing and personally delivered, (ii) sent by 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), (iii)
reputable overnight delivery service (charges prepaid) 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;


 






    	41 



     


    

 


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


 


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


 


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


 


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


 


Section
31. Resizing. Notwithstanding any other provision of this Agreement, for so long as GSMC or an affiliate of
GSMC (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


 



    	42 



     


    

 


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 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]


 




    	43 



     


    


 


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


 





	 	GOLDMAN
                                         SACHS MORTGAGE COMPANY,
                                         as Initial Note A-1 Holder and Initial Agent 




	 	 	 
	 	By:	/s/
    Leah Nivison
	 	 	Name:
    Leah Nivison
	 	 	Title:
      Authorized Signatory 



  


	 	GOLDMAN
                                         SACHS MORTGAGE COMPANY,
                                         as Initial Note A-2 Holder




	 	 	 
	 	By:	/s/ Leah Nivison
	 	 	Name: Leah Nivison
	 	 	Title:
      Authorized Signatory 





  



	 	DEUTSCHE
                                         BANK AG, NEW YORK BRANCH,
                                         as Initial Note A-3 Holder




	 	 	 
	 	By:	/s/ Matt
    Smith
	 	 	Name:  Matt
    Smith
	 	 	Title:    Director 








	 	 	 
	 	By:	/s/ Natalie
    D. Grainger
	 	 	Name: Natalie
    D. Grainger
	 	 	Title:   Director


 





	 	DEUTSCHE
                                         BANK AG, NEW YORK BRANCH,
                                         as Initial Note A-4 Holder




	 	 	 
	 	By:	/s/ Matt
    Smith
	 	 	Name:  Matt
    Smith
	 	 	Title:    Director 





  


350
PARK AVENUE CO-LENDER AGREEMENT


 






    	 	 	 



     


    




 





	 	 	 
	 	By:	/s/ Natalie
    D. Grainger
	 	 	Name: Natalie
    D. Grainger
	 	 	Title:   Director


 





	 	GOLDMAN
SACHS MORTGAGE COMPANY,
                                          as Initial Note B-1 Holder




	 	 	 
	 	By:	/s/
    Leah Nivison
	 	 	Name: Leah Nivison
	 	 	Title:   Authorized Signatory


 


	 	DEUTSCHE
BANK AG, NEW YORK BRANCH,
                                          as Initial Note B-2 Holder




	 	 	 
	 	By:	/s/
    Matt
    Smith
	 	 	Name: Matt
    Smith
	 	 	Title:   Director




	 	 	 
	 	By:	/s/
    Natalie
    D. Grainger
	 	 	Name: Natalie
    D. Grainger
	 	 	Title:   Director


 


350
PARK AVENUE CO-LENDER AGREEMENT


 






    	 	 	 



     


    


 


EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


Description
of Mortgage Loan


 


	Mortgage
    Loan Borrower:	350
    Park Avenue Eat LLC
	Date
    of Mortgage Loan: 	December
    2, 2016
	Date
    of Notes: 	December
    2, 2016
	Original
    Principal Amount of Mortgage Loan:	$400,000,000.
	Principal
    Amount of Mortgage Loan as of the date hereof:	$400,000,000
	Initial
    Note A-1 Principal Balance:	$77,592,000
	Initial
    Note A-2 Principal Balance:	$100,000,800
	Initial
    Note A-3 Principal Balance:	$51,728,000
	Initial
    Note A-4 Principal Balance:	$66,667,200
	Initial
    Note B-1 Principal Balance:	$62,407,200
	Initial
    Note B-2 Principal Balance:	$41,604,800
	Note
    A-1 Rate:	3.91513%
	Note
    A-2 Rate:	3.91513%
	Note
    A-3 Rate:	3.91513%
	Note
    A-4 Rate:	3.91513%
	Note
    B-1 Rate:	3.91513%
	Note
    B-2 Rate:	3.91513%
	Location
    of Mortgaged Property:	350
    Park Avenue, New York, New York
	Initial
    Maturity Date:	Monthly
    Payment Date in January 2027


 







    A-1


     


    

 


EXHIBIT
B


 


1.       Initial
Note A-1 Holder:


 


(Prior to Securitization
of Note A-1):


 


Goldman Sachs Mortgage
Company



Notice Address:

Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Facsimile No.: (212) 428-1439


 


and


 


Goldman Sachs Mortgage
Company

200 West Street

New York, New York 10282

Attention: Peter Morreale

Facsimile No.: (212) 902-3000


 


with a copy to:



Goldman Sachs Mortgage Company

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):


 


Goldman Sachs Mortgage
Company



Notice Address:

Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Facsimile No.: (212) 428-1439


 






    B-1


     


    

 


and


 


Goldman Sachs Mortgage
Company

200 West Street

New York, New York 10282

Attention: Peter Morreale

Facsimile No.: (212) 902-3000


 


with a copy to:



Goldman Sachs Mortgage Company

6011 Connection Drive, Suite 550

Irving, Texas 75039

Attention: Joe Osborne

Facsimile No.: (212) 291-5318


 


3.       Initial
Note A-3 Holder:


 


(Prior to Securitization
of Note A-3):


 


Deutsche
Bank AG, New York Branch



Notice Address:

Deutsche Bank AG, New York Branch 


60
Wall Street, 10th Floor 


New
York, NY 10005 


Attention:
Robert W. Pettinato, Jr. 


Facsimile No.: (212)
797-4489


 


4.       Initial
Note A-4 Holder:


 


(Prior to Securitization
of Note A-4):


 


Deutsche Bank AG,
New York Branch



Notice Address:



 


Deutsche Bank AG, New York Branch 


60 Wall Street,
10th Floor 


New York, NY 10005 


Attention: Robert
W. Pettinato, Jr. 


Facsimile No.: (212)
797-4489 


 






    B-2


     


    

 


4.       Initial
Note B-1 Holder:


 


(Prior to Securitization
of Note B-1):


 


Goldman Sachs Mortgage
Company



Notice Address:

Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Facsimile No.: (212) 428-1439


 


and


 


Goldman Sachs Mortgage
Company

200 West Street

New York, New York 10282

Attention: Peter Morreale

Facsimile No.: (212) 902-3000


 


with a copy to:



Goldman Sachs Mortgage Company

6011 Connection Drive, Suite 550

Irving, Texas 75039

Attention: Joe Osborne

Facsimile No.: (212) 291-5318


 


5.       Initial
Note B-2 Holder:


 


(Prior to Securitization
of Note B-2):


 


Deutsche
Bank AG, New York Branch



Notice Address:

Deutsche Bank AG, New York Branch 


60 Wall Street,
10th Floor 


New York, NY 10005 


Attention: Robert
W. Pettinato, Jr. 


Facsimile No.: (212)
797-4489


 




    B-3


     


    

 


EXHIBIT
C


 


PERMITTED FUND MANAGERS



 


		1.	Westbrook
                                         Partners






		2.	DLJ
                                         Real Estate Capital Partners






		3.	iStar
                                         Financial Inc.






		4.	Capital
                                         Trust, Inc.






		5.	Lend-Lease
                                         Real Estate Investments






		6.	Archon
                                         Capital, L.P.






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






		8.	The
                                         Blackstone Group International Ltd.






		9.	Apollo
                                         Real Estate Advisors






		10.	Colony
                                         Capital, Inc.






		11.	Praedium
                                         Group






		12.	J.E.
                                         Roberts Companies






		13.	Fortress
                                         Investment Group, LLC






		14.	Lonestar
                                         Opportunity Fund






		15.	Clarion
                                         Partners






		16.	Walton
                                         Street Capital, LLC






		17.	Starwood
                                         Financial Trust






		18.	BlackRock,
                                         Inc.






		19.	Rialto
                                         Capital Management, LLC






		20.	Raith
                                         Capital Partners, LLC



 






    C-1