Exhibit 4.12 


 


EXECUTION
VERSION


 


CO-LENDER AGREEMENT


 


Dated as of March 16, 2017


 


by and among


 


GOLDMAN SACHS MORTGAGE COMPANY

(Initial Note A-1 Holder and Initial Note A-2 Holder)


 


and


 


MORGAN STANLEY BANK, N.A.

(Initial Note A-3 Holder, Initial Note A-4 Holder,


Initial Note A-5 Holder and Initial Note A-6 Holder)


 


Pentagon Center Loan


 



     


     


    

 





TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	Section 1	Definitions	2
	Section 2	Servicing of the Mortgage Loan	20
	Section 3	Priority of Payments	26
	Section 4	Workout	27
	Section 5	Administration of the Mortgage Loan	27
	Section 6	Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative	32
	Section 7	Appointment of Special Servicer	33
	Section 8	Payment Procedure	34
	Section 9	Limitation on Liability of the Note Holders	35
	Section 10	Bankruptcy	36
	Section 11	Representations of the Note Holders	36
	Section 12	No Creation of a Partnership or Exclusive Purchase Right	37
	Section 13	Other Business Activities of the Note Holders	37
	Section 14	Sale of the Notes	37
	Section 15	Registration of the Notes and Each Note Holder	40
	Section 16	Governing Law; Waiver of Jury Trial	41
	Section 17	Submission To Jurisdiction; Waivers	41
	Section 18	Modifications	42
	Section 19	Successors and Assigns; Third Party Beneficiaries	42
	Section 20	Counterparts	42
	Section 21	Captions	42
	Section 22	Severability	42
	Section 23	Entire Agreement	42
	Section 24	Withholding Taxes	43
	Section 25	Custody of Mortgage Loan Documents	44
	Section 26	Cooperation in Securitization	44
	Section 27	Notices	45
	Section 28	Broker	46
	Section 29	Certain Matters Affecting the Agent	46
	Section 30	Reserved	46
	Section 31	Resignation of Agent	46
	Section 32	Resizing	47




 



    i 


     


    

 




THIS CO-LENDER AGREEMENT (this “Agreement”),
dated as of March 16, 2017 by and among GOLDMAN SACHS MORTGAGE COMPANY (“GSMC” and together with its successors
and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial Note A-1 Holder”,
and in its capacity as the initial agent, the “Initial Agent”), GSMC (together with its successors and assigns
in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder”), Morgan Stanley
Bank, N.A. (“MSBNA” and together with its successors and assigns in interest, in its capacity as initial owner
of the Note A-3, the “Initial Note A-3 Holder”), MSBNA (together with its successors and assigns in interest,
in its capacity as initial owner of the Note A-4, the “Initial Note A-4 Holder”), MSBNA (together with its successors
and assigns in interest, in its capacity as initial owner of the Note A-5, the “Initial Note A-5 Holder”) and
MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-6, the “Initial
Note A-6 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, the Initial Note A-5 Holder and the Initial Note A-6 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 MSBNA co-originated a certain loan described on the schedule attached hereto as Exhibit
A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to the mortgage loan borrower described
on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced, inter alia, by a promissory
note, dated as of February 21, 2017, in the original principal amount of $105,000,000 (the “GSMC Note”) made
by the Mortgage Loan Borrower in favor of GSMC and a promissory note, dated as of February 21, 2017, in the original principal
amount of $105,000,000 (the “MSBNA Note and together with the GSMC Note, the “Original Note”) made
by the Mortgage Loan Borrower in favor of MSBNA, and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”)
on certain real property located as described on the Mortgage Loan Schedule (the “Mortgaged Property”);


 


WHEREAS, pursuant to the Mortgage Loan
Agreement, the Original Note was split into six promissory notes (as amended, modified or supplemented, the “Notes”)
and the Mortgage Loan Borrower has executed and delivered to GSMC and MSBNA (i) one promissory note in the original principal amount
of $25,000,000 (“Note A-1”) made by the Mortgage Loan Borrower in favor of the Initial Note A-1 Holder (“Initial Note A-1”),
(ii) one promissory note in the original principal amount of $80,000,000 (“Note A-2”) made by the Mortgage Loan
Borrower in favor of the Initial Note A-2 Holder (“Initial Note A-2”), (iii) one promissory note
in the original principal amount of $50,000,000 (“Note A-3”) made by the Mortgage Loan Borrower in favor of
the Initial Note A-3 Holder (“Initial Note A-3”), one promissory note in the original principal amount
of $20,000,000 (“Note A-4”) made by the Mortgage Loan Borrower in favor of the Initial Note A-4 Holder (“Initial Note A-4”),
one promissory note in the original principal amount of $20,000,000 (“Note A-5”) made by the Mortgage Loan Borrower
in favor of the Initial Note A-5 Holder (“Initial Note A-5”) and one promissory note in the original
principal amount of $15,000,000 (“Note A-6”) made by the Mortgage Loan Borrower in favor of the Initial Note
A-6 Holder (“Initial Note A-6”); and


 



     


     


    

 


WHEREAS, the parties hereto desire
to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold Note A-1,
Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    2 


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Commission” shall
have the meaning assigned to such term in Exhibit D to this Agreement.


 


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


 


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


 


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


 


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


 


“Controlling Note Holder”
shall mean the Note A-2 Holder; provided that at any time Note A-2 is included in a Securitization, references
to the “Controlling Note Holder” herein shall mean the Lead Securitization Subordinate Class Representative or any
other party assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent
provided in the Lead Securitization Servicing Agreement.


 


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


 



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


 


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


 


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


 


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


 


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


 


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.


 


“First Securitization”
shall mean the earliest to occur of the Note A-1 Securitization, the Note A-2 Securitization, the Note A-3 Securitization, the
Note A-4 Securitization, the Note A-5 Securitization and the Note A-6 Securitization.


 


“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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial Note A-3”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


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


 



    4 


     

    

 


“Initial Note A-4”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note A-4 Holder”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note A-5”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note A-5 Holder”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note A-6”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note A-6 Holder”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


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


 


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


 


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


 


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


 



    5 


     

    

 


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


 


“Lead Securitization”
shall mean (a) if the First Securitization is also the Note A-2 Securitization, such First Securitization and (b) if the First
Securitization is not also the Note A-2 Securitization, then (i) for the period from the closing date of the First Securitization
until the Securitization of Note A-2, the First Securitization and (ii) on and after the Securitization of Note A-2, the Note A-2
Securitization.


 


“Lead Securitization Note”
shall mean (a) during the period from and after the Securitization of Note A-1, the Securitization of Note A-3, the Securitization
of Note A-4, the Securitization of Note A-5 or the Securitization of Note A-6 but prior to the Securitization of Note A-2, the
Note to be contributed to the First Securitization; and (b) on and after the Securitization of Note A-2, Note A-2.


 


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


 


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


 


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


 


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


 


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


 


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


 


“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 no Note is including in the Lead Securitization “Major Decision” shall mean:


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 



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


 



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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage Loan Agreement”
shall mean the Loan Agreement, dated as of February 21, 2017, among the Mortgage Loan Borrower, as borrower, and Goldman Sachs
Mortgage Company and Morgan Stanley Bank, N.A., as lender, as may be amended, restated, supplemented or otherwise modified from
time to time, subject to the terms hereof.


 


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


 



    8 


     

    

 


“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.


 


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


 


“Non-Controlling Note”
shall mean each of Note A-1, Note A-3, Note A-4, Note A-5 and Note A-6.


 


“Non-Controlling Note Holder”
means any holder of a Non-Controlling Note, as the case may be; provided that at any time such holder’s respective
Note is included in a Securitization, references to the “Non-Controlling Note Holder” herein shall mean the applicable
Non-Lead Securitization Subordinate Class Representative or any other party assigned the rights to exercise the rights of the applicable
“Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Non-Lead Securitization Servicing
Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer)
has been given written notice; provided that if at any time 50% or more of the Lead Securitization Note is held by the Mortgage
Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled to exercise the rights of the Controlling
Note Holder. The Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall not
be required at any time to deal with more than one party exercising the rights of the “Non-Controlling Note Holder”
herein or under the Lead Securitization Servicing Agreement and, (x) to the extent that the related Non-Lead Securitization Servicing
Agreement assigns such rights to more than one party or (y) to the extent any Non-Controlling Note is split into two or more New
Notes pursuant to Section 32, for purposes of this Agreement, the related Non-Lead Securitization Servicing Agreement or the holders
of such New Notes shall designate one party to deal with Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization Note Holder (and the Master
Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such designation and notice, the
Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat
the last party as to which it has received written notice as having been designated as the related Non-Controlling Note Holder,
as the Non-Controlling Note Holder for all purposes of this Agreement with respect to any Non-Controlling Note. As of the date
hereof and until further notice from the applicable Non-Lead Securitization Note Holder (or the related Non-Lead Master Servicer
or another party acting on its behalf), the Initial Note A-1 Holder is the Non-Controlling Holder with respect to Note A-1, the
Initial Note A-3 Holder is the Non-Controlling Holder with respect to Note A-3, the Initial Note A-4 Holder is the Non-Controlling
Holder with respect to Note A-4,


 



    9 


     

    

 


the Initial Note A-5 Holder is the Non-Controlling Holder with respect to Note A-5 and the Initial
Note A-6 Holder is the Non-Controlling Holder with respect to Note A-6.


 


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 the related Non-Lead Securitization Note Holder or the related Non-Controlling Note Holder pursuant to this Agreement or the
Lead Securitization Servicing Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer
acting on its behalf) only need to be delivered to the related Non-Controlling Note Holder Representative and, when so delivered
to such 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 Note, all notices,
reports, information or other deliverables required to be delivered to the related Non-Lead Securitization Note Holder or the related
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 such Non-Lead
Master Servicer and such Non-Lead Special Servicer, the Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder
or under the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 



    10 


     

    

 


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


 


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


 


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


 


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


 


“Non-Lead Securitization Servicing
Agreement” shall mean, (a) prior to the Securitization of Note A-2, any Securitization Servicing Agreement other than
the Lead Securitization Servicing Agreement and (b) on and after the Securitization of Note A-2, the Note A-1 Pooling and Servicing
Agreement, the Note A-3 Pooling and Servicing Agreement, the Note A-4 Pooling and Servicing Agreement, the Note A-5 Pooling and
Servicing Agreement and the Note A-6 Pooling and Servicing Agreement, as applicable.


 





“Non-Lead Securitization
Subordinate Class Representative” shall mean the “controlling class representative” as defined in any Non-Lead
Securitization Servicing Agreement or such other analogous term used in any Non-Lead Securitization Servicing Agreement.







 


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


 


“Non-Lead Special Servicer”
shall mean the special servicer under any Non-Lead Securitization Servicing Agreement.


 


“Non-Lead Trustee”
shall mean the trustee under any Non-Lead Securitization Servicing Agreement.


 





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







 


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


 


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


 


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


 


“Note
A-1 Pooling and Servicing Agreement” shall mean the pooling and servicing agreement to be entered into in connection
with the Securitization of Note A-1 and issuance of the GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through
Certificates, Series 2017-GS5, by and among (a) GS Mortgage Securities Corporation II, as the depositor, (b) Midland Loan
Services, a Division of PNC Bank, National Association, as the master servicer, (c) Rialto Capital Advisors, LLC, as the special
servicer, (d) Wells Fargo Bank, National Association, as the certificate administrator, (e) Wells Fargo Bank, National


 



    11 


     

    

 


Association,
as the trustee, (f) Pentalpha Surveillance LLC, as the operating advisor and (g) Pentalpha Surveillance LLC, as the asset representations
reviewer.


 


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


 


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


 


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


 


“Note A-2 Pooling and Servicing
Agreement” shall mean the servicing agreement for the Note A-2 Securitization.


 


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


 


“Note A-2 Securitization”
shall mean the Securitization of Note A-2 in a Securitization Trust to be designated by the Note A-2 Holder.


 


“Note A-2 Securitization Trust”
shall mean the Securitization Trust formed pursuant to the Note A-2 Pooling and Servicing Agreement.


 


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


 


“Note A-3 Holder”
shall mean the Initial Note A-3 Holder or any subsequent holder of Note A-3, as applicable.


 


“Note A-3 Pooling and Servicing
Agreement” shall mean the servicing agreement for the Note A-3 Securitization.


 


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


 


“Note A-3 Securitization”
shall mean the Securitization of Note A-3 in a Securitization Trust to be designated by the Note A-3 Holder.


 


“Note A-3 Securitization Trust”
shall mean the Securitization Trust formed pursuant to the Note A-3 Pooling and Servicing Agreement.


 


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


 



    12 


     

    

 


“Note A-4 Holder”
shall mean the Initial Note A-4 Holder or any subsequent holder of Note A-4, as applicable.


 


“Note A-4 Pooling and Servicing
Agreement” shall mean the servicing agreement for the Note A-4 Securitization.


 


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


 


“Note A-4 Securitization”
shall mean the Securitization of Note A-4 in a Securitization Trust to be designated by the Note A-4 Holder.


 


“Note A-4 Securitization Trust”
shall mean the Securitization Trust formed pursuant to the Note A-4 Pooling and Servicing Agreement.


 


“Note A-5” shall
have the meaning assigned to such term in the recitals.


 


“Note A-5 Holder”
shall mean the Initial Note A-5 Holder or any subsequent holder of Note A-5, as applicable.


 


“Note A-5 Pooling and Servicing
Agreement” shall mean the servicing agreement for the Note A-5 Securitization.


 


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


 


“Note A-5 Securitization”
shall mean the Securitization of Note A-5 in a Securitization Trust to be designated by the Note A-5 Holder.


 


“Note A-5 Securitization Trust”
shall mean the Securitization Trust formed pursuant to the Note A-5 Pooling and Servicing Agreement.


 


“Note A-6” shall
have the meaning assigned to such term in the recitals.


 


“Note A-6 Holder”
shall mean the Initial Note A-6 Holder or any subsequent holder of Note A-6, as applicable.


 


“Note A-6 Pooling and Servicing
Agreement” shall mean the servicing agreement for the Note A-6 Securitization.


 


“Note A-6 Principal Balance”
shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-6 Principal Balance set forth on
the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-6 Holder or reductions in such amount
pursuant to Section 3 or 4, as applicable.


 



    13 


     

    

 


“Note A-6 Securitization”
shall mean the Securitization of Note A-6 in a Securitization Trust to be designated by the Note A-6 Holder.


 


“Note A-6 Securitization Trust”
shall mean the Securitization Trust formed pursuant to the Note A-6 Pooling and Servicing Agreement.


 


“Note Holders” shall
mean collectively, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and
the Note A-6 Holder.


 


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


 


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


 


“Notes” shall mean,
collectively, Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6.


 


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


 


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


 


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


 


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


 


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


“Percentage
Interest” shall mean, (a) with respect to the Note A-1 Holder, a fraction, expressed as a percentage, the numerator of
which is the Note A-1 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2
Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note
A-6 Principal Balance, (b) with respect to the Note A-2 Holder, a fraction, expressed as a percentage, the numerator of which is
the Note A-2 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal
Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note A-6 Principal
Balance, (c) with respect to the Note A-3 Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-3
Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the
Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note A-6 Principal Balance,
(d) with respect to the Note A-4 Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-4 Principal
Balance and the denominator of which is the sum of







 



    14 


     

    

 





the Note A-1 Principal
Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal
Balance and the Note A-6 Principal Balance, (e) with respect to the Note A-5 Holder, a fraction, expressed as a percentage, the
numerator of which is the Note A-5 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance,
the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance
and the Note A-6 Principal Balance and (f) with respect to the Note A-6 Holder, a fraction, expressed as a percentage, the numerator
of which is the Note A-6 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note
A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note
A-6 Principal Balance.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    15 


     

    

 


(c)          one or more of the following:


 


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


 


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


 


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


 


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


 



    16 


     

    

 


the capital surplus/equity and total asset requirements set forth below in the definition),
or


 


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


 


in the case of any entity referred to in clause (c)(i),
(ii), (iii), (iv)(B) or (v) of this definition, (x) such entity has at least $200,000,000 in capital/statutory surplus or
shareholders’ equity (except with respect to a pension advisory firm or similar fiduciary) and at least $600,000,000 in total
assets (in name or under management), and (y) is regularly engaged in the business of making or owning commercial real estate
loans (or interests therein) similar to the Mortgage Loan (or mezzanine loans with respect thereto) or owning or operating commercial
real estate properties; provided that, in the case of the entity described in clause (iv)(B) above, the requirements
of this clause (y) may be satisfied by a general partner, managing member, or the fund manager responsible for the day-to-day
management and operation of such entity; or


 





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







 


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


 


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


 


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


 



    17 


     

    

 


“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.


 


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


 


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


 


“S&P” shall
mean S&P Global Ratings, 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.


 


“Securities Act”
shall mean the Securities Act of 1933.


 



    18 


     

    

 


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


 


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


 


“Securitization Trust”
shall mean a trust formed pursuant to a Securitization pursuant to which Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 or Note
A-6 is held.


 


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


 





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







 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“U.S. Person” shall
mean a citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury
Regulations) created or organized in or under the laws of the United States, any State thereof or the District of Columbia, including
any entity treated as a corporation or partnership for federal income tax purposes, or an


 



    19 


     

    

 


estate whose income is subject to United
States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary
supervision over the administration of such trust, and one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury Regulations, a trust in existence on August 20,
1996 which is eligible to elect to be treated as a U.S. Person).


 


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


 


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


 


Section 2.           
Servicing of the Mortgage Loan.


 





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







 



    20 


     

    

 


At any time that the Mortgage Loan
is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to cause the Mortgage
Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant to a servicing agreement
that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all references herein to the
“Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement; provided, however,
that if any Non-Lead Securitization Note is in a Securitization, then a written confirmation shall have been obtained from each
Rating Agency that the appointment of the servicer(s) pursuant to such servicing agreement would not, in and of itself, cause a
downgrade, qualification or withdrawal of the then-current ratings assigned to the securities issued in connection with such Securitization;
provided, further, however, that until a replacement servicing agreement has been entered into, the Lead Securitization
Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Lead Securitization Servicing Agreement
as if such agreement was still in full force and effect with respect to the Mortgage Loan, by the Servicer in the Lead Securitization
or by any Person appointed by the Lead Securitization Note Holder that is a qualified servicer meeting the requirements of the
Lead Securitization Servicing Agreement, but with the obligation of such Servicer to make any P&I Advances in respect of the
Mortgage Loan being deemed inoperative.


 


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


 



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Lead Securitization for its pro rata share of such Nonrecoverable
Property Protection Advance or advance interest amounts.


 


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


 


Each 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 respective
Non-Lead Securitization Servicing Agreement, the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer,
the Special Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determination with respect
to a P&I Advance to be made on the Lead Securitization Note based on the information that they have on hand and in accordance
with the Lead Securitization Servicing Agreement. Each Non-Lead Master Servicer, each Non-Lead Special Servicer and each 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


 



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


 


(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)       the
related Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Property Protection Advances
(and advance interest thereon) and any additional trust fund expenses, but only to the extent that they relate to servicing and
administration of the Notes and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation
Fees and Workout Fees relating to the Notes, and that in the event that the funds received with respect to each respective Note
are insufficient to cover such Property Protection Advances or additional trust fund expenses, (A) the 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 pro rata share of (a) any such Nonrecoverable Property
Protection Advances (together with advance interest thereon) and/or (b) additional trust fund expenses (including compensation
due to the Master Servicer (other than Servicing Fees)





 



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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 such Non-Lead Securitization Note Holder’s
pro rata share of (a) any such Nonrecoverable Property Protection Advances (together with advance interest thereon)
and/or (b) additional trust fund expenses (including compensation due to the Master Servicer (other than Servicing Fees) and
the Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property);


 


 (ii)         
each of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required
to indemnify each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the
terms of Lead Securitization Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any additional
trust fund expenses with respect to the Mortgage Loan) by the related Non-Lead Securitization Trust, against any of the Indemnified
Items to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Whole Loan
Custodial Account are insufficient for reimbursement of such amounts,
the related Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties for the related Non-Lead
Securitization Note’s pro rata share of the insufficiency out of general funds in the collection account (or equivalent
account) established under the related Non-Lead Securitization Servicing Agreement;


 


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


 



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


 


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


 


(e)         
In addition to the foregoing, each Securitization Servicing Agreement shall contain terms and conditions that are customary
for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code
relating to the tax elections of the trust fund formed pursuant to such Securitization Servicing Agreement, (ii) required
by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the related Securitization.
Each Non-Lead Securitization Note Holder shall have the right to designate the Non-Lead Master Servicer and Non-Lead Special Servicer
with respect to the Securitization related to its Note, as long as each such Servicer satisfies the conditions to be the master
servicer or special servicer, as applicable, set forth in the Lead Securitization Servicing Agreement. Without limiting the generality
of any provision set forth above, for purposes of the Mortgage Loan, each Lead Securitization Servicing Agreement shall contain
(a) provisions requiring the Master Servicer and the Special Servicer to maintain, or subjecting them to possible termination for
not maintaining, compliance with customary servicer rating criteria (but the rating agencies need not be the same) and, (b) provisions
substantially similar in all material respects to or materially consistent with those set forth in the Note
A-1 Pooling and Servicing Agreement with respect to (i) periodic reporting and periodic delivery of service provider compliance
documents under Regulation AB (and, in any event, shall require such reporting and delivery so long as the Lead Securitization
is required to file periodic reports under the Securities Exchange Act of 1934, as amended), (ii) servicing transfer events that
would result in the transfer of the Mortgage Loan to special servicing status, (iii) the authority of the Controlling Note Holder
(or the Master Servicer or Special Servicer on its behalf) to grant or agree or consent to material modifications and waivers of
amendments to the Mortgage Loan, or


 



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to approve material assignments
and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iv) the potential termination of the
Master Servicer and Special Servicer following a Servicer Termination Event, (v) requirements to obtain an appraisal or appraisal
update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof, (vi) duties of the Special
Servicer in respect of foreclosure and the management of REO property, (vii) primary servicing fees, (viii) subject to certain
applicable caps and floor provisions, special servicing, workout and liquidation fees (and, in any event, the fees at which such
compensation accrue or are determined shall not exceed 0.25% (or, if such rate would result in a special servicing fee that would
be less than $3,500 in any given month, such higher rate as would result in a special servicing fee equal to $3,500 (or any other
applicable fee floor), 1.00% and 1.00%, respectively) and (ix) indemnification of the Depositor, Master Servicer, Special Servicer,
Certificate Administrator, Trustee, Operating Advisor and Asset Representations Reviewer under the Lead Securitization Servicing
Agreement (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified
parties in the Lead Securitization Servicing Agreement in respect of other mortgage loans) against any claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection
with servicing and administration of the Mortgage Loan (or, with respect to the related operating advisor, incurred in connection
with the provision of services for the Mortgage Loan) to the same extent that the Indemnified Parties are indemnified under the
Lead Securitization Servicing Agreement against the Indemnified Items; provided, that (A) this statement shall not be construed
to prohibit differences in timing, control or consultation triggers or thresholds, terminology, allocation of ministerial duties
between multiple servicers or other service providers or certificateholder or investor voting or consent thresholds, or to prohibit
or restrict additional approval, consent, consultation, notice or rating agency communication and rating agency confirmation requirements;
and (B) if there is any conflict between this sentence and any other provision of this Agreement, such other provision of this
Agreement shall control.







 


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


 


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







 


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


 



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


 





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







 


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


 


Section 5.           
Administration of the Mortgage Loan.


 



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


 


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


 



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Loan, and any documents in the
Servicing 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 no less time than is afforded to  any other
offerors and the Lead Securitization Subordinate Class Representative) prior to the proposed sale date, all information and
other documents being provided to other offerors and all leases or other documents that are approved by and Servicer in
connection with the proposed sale; provided, that each Non-Controlling Note Holder may waive any of the delivery or timing
requirements set forth in this sentence. Subject to the terms of the Lead Securitization Servicing Agreement, each of the
Controlling Note Holder, the Controlling Note Holder Representative, each Non-Controlling Note Holder and each
Non-Controlling Note Holder Representative 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 related Non-Lead Securitization Note. Each Non-Lead Securitization Note Holder further agrees that, upon the request
of the Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall execute and deliver to or at the direction
of Lead Securitization Note Holder such powers of attorney or other instruments as the Lead Securitization Note Holder may reasonably
request to better assure and evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver
the original related Non-Lead Securitization Note, endorsed in blank, to or at the direction of the Lead Securitization Note Holder
in connection with the consummation of any such sale.


 





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







 


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


 



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


 


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


 


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


 



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


 


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


 


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


 



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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 another is not, such other Note Holder shall not be required to reimburse such Note Holder or any other Person for payment
of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to the administration of such REMIC or to any determination
respecting the amount, payment or avoidance of any tax under such REMIC or (iii) any advances for any of the foregoing or any interest
thereon or for deficits in other items of disbursement or income resulting from the use of funds for payment of any such taxes,
costs or expenses or advances, nor shall any disbursement or payment otherwise distributable to any other Note Holder be reduced
to offset or make-up any such payment or deficit.







 


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


 


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


 



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long as no Consultation Termination Event (including any such deemed event)
is in effect pursuant to the terms of the Lead Securitization Servicing Agreement, the Controlling Note Holder Representative shall
be the Lead Securitization Subordinate Class Representative.


 





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







 


(c)          
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. The Non-Controlling Note Holder Representative, with respect
to any Non-Controlling Note, as of the date of this Agreement and until the Lead Securitization Note Holder (and the Master Servicer
and the Special Servicer) is notified otherwise, shall be the Initial Note A-1 Holder, the Initial Note A-3 Holder, the Initial
Note A-4 Holder, the Initial Note A-5 Holder and the Initial Note A-6 Holder, respectively.


 


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


 



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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. If a Servicer Termination Event on the part of the Special Servicer has occurred that affects
any Non-Controlling Note Holder, such Non-Controlling Note Holder shall have the right to direct the Trustee (or at any time that
the Mortgage Loan is no longer included in a Securitization Trust, the Controlling Note Holder) to terminate the Special Servicer
under the Lead Securitization Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions
of the Lead Securitization Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage Loan is being
serviced) solely with respect to the Mortgage Loan pursuant to and in accordance with the terms of the Lead Securitization Servicing
Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement,
the successor servicing agreement pursuant to which the Mortgage Loan is being serviced). The Controlling Note Holder and each
Non-Controlling Note Holder acknowledge and agree that any successor special servicer appointed to replace the Special Servicer
with respect to the Mortgage Loan that was terminated for cause at the Non-Controlling Note Holder’s direction cannot at
any time be the person (or an Affiliate thereof) that was so terminated without the prior written consent of such Non-Controlling
Note Holder. In connection with such termination and appointment, the related Non-Controlling Note Holder shall be solely responsible
for reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within
a reasonable time by the terminated special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the
Trustee from amounts on deposit in the Collection Account.


 


Section 8.           
Payment Procedure.


 


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


 


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


 



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similar law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, any Non-Lead Securitization
Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead
Securitization Note Holder shall not be required to distribute any portion thereof to the Non-Lead Securitization Note Holders
and the Non-Lead Securitization Note Holders will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization
Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to the Non-Lead Securitization
Note Holders, 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 such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall,
at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder.


 


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


 


Section 9.          Limitation
on Liability of the Note Holders. No Note Holder shall have any 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; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless
be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing
Agreement.





 


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 a 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.


 



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


 






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


 


Section 12.          No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this
Agreement, and no action taken pursuant hereto shall be deemed to constitute the relationship created hereby between the Note Holders
as a partnership, association, joint venture or other entity. 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 any other Note Holder or its Affiliates
may make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or
any Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership interests in the Mortgage Loan
Borrower or any entity that is a holder of a preferred equity interest in the Mortgage Loan Borrower (each, a “Mortgage
Loan Borrower Related Party”), and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower
Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement
and the transactions contemplated hereby were not in effect.


 


Section 14.          
Sale of the Notes.


 


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


 






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or a
Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the
purported transferee. The transferring Note Holder agrees that it will pay the expenses of  any non-transferring Note Holder
(including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to the
confirmation from the Rating Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder
shall have the right, without the need to obtain the consent of the other Note Holders, the Rating Agencies or any other
Person, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in its Note. None of the provisions
of this Section 14(a) shall apply in the case of (1) a sale of Note A-1 together with Note A-2, Note A-3, Note A-4, Note A-5
and Note A-6 in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by
the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the
Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited
liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more
single member limited liability companies or limited partnerships, by the Lead Securitization Trust.


 


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


 


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


 


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


 






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provided that a Note Pledgee which is not a Qualified Institutional Lender may not take title to the pledged
Note without a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to each 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 such 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 such other Note
Holder and any Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure periods, under
the pledging Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the pledging
Note Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder), and until such
Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that
any Note Holder or Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant to this
Agreement or the Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely releases
the other Note 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 Holders to have been delivered
by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Note Holder to
such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and
this Agreement. In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and any transferee other than
the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or similar
sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the
pledging Note Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional
Lender shall assume in writing the obligations of the pledging Note Holder hereunder accruing from and after such Transfer (i.e.,
realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The
rights of a Note Pledgee under this Section 14(c) shall remain effective as to any Note Holder (and any Servicer) unless and
until such Note Pledgee shall have notified any such Note Holder (and any Servicer, as applicable) in writing that its interest
in the pledged Note has terminated.


 


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


 






    39 


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    40 


     

    

 


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


 


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


 


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


 


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


 


(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.


 






    41 


     

    

 


Section 18.          
Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed
by the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder.
Additionally, for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend or modify this Agreement
without first receiving a written confirmation from each Rating Agency that such amendment or modification will not result in a
qualification, withdrawal or downgrade of its then current ratings of the securities issued in connection with a Securitization;
provided that no such confirmation from the Rating Agencies shall be required in connection with a modification or amendment
(i) to cure any ambiguity, to correct or supplement any provisions herein that may be defective or inconsistent with any other
provisions herein or with the Lead Securitization Servicing Agreement, (ii) entered into pursuant to Section 32 of this Agreement
or (iii) to correct or supplement any provision herein that may be defective or inconsistent with any other provisions of this
Agreement.


 


Section 19.          Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns. Except as provided herein, including without limitation, with respect
to the Trustee, Certificate Administrator, Master Servicer, Special Servicer, each Non-Lead Master Servicer, each Non-Lead Special
Servicer, each 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.


 






    42 


     

    

 


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


 


(b)           
Each Non-Lead Securitization Note Holder shall and hereby agrees to indemnify the Lead Securitization Note Holder against
and hold the Lead Securitization Note Holder harmless from and against any Taxes, interest, penalties and attorneys’ fees
and disbursements arising or resulting from any failure of the Lead Securitization Note Holder to withhold Taxes from payment made
to such Non-Lead Securitization Note Holder in reliance upon any representation, certificate, statement, document or instrument
made or provided by such Non-Lead Securitization Note Holder to the Lead Securitization Note Holder in connection with the obligation
of the Lead Securitization Note Holder to withhold Taxes from payments made to such 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) each 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


 






    43 


     

    

 


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 any Non-Lead Securitization Note or otherwise until the related Non-Lead Securitization Note Holder shall have furnished to
the Lead Securitization Note Holder requested forms, certificates, statements or documents.


 


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


 


Section 26.          
Cooperation in Securitization.


 





(a)       Each
Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization and subject to the terms of the preceding sentence, at the request of the related Securitizing Note Holder,
each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy,
and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards
to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating
Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to
this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage
Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by
the Rating Agencies to effect such Securitization; provided, that no Non-Securitizing Note Holder shall be required to modify
or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith,
if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority
of such payments to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s
obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with
any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to
such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note
Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Note
Holder’s expense,







 






    44 


     

    

 





cooperate with
the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including,
without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations
and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions
(including customary securities law opinions) in connection with the Mortgage Loan and such Securitization), as well as in connection
with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with
respect to any information relating to such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note
Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing
Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each
Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each
Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by
providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such
Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization.










 


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







 


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


 


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


 






    45 


     

    

 


inform the
other party by written notice given as aforesaid. All written notices so given shall be deemed effective upon receipt.


 


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


 


Section 29.          
Certain Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 30.          
Reserved.


 


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


 






    46 


     

    

 


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


 


Section 32.          
Resizing. Notwithstanding any other provision of this Agreement, for so long as an Initial Note Holder is the owner
of a Non-Lead Securitization Note (the “Owned Note”), such Initial Note Holder shall have the right, subject
to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional
notes (in either case, “New Notes”) reallocating the principal of such Owned Note to such New Notes; or severing
such Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding
principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such
amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have
the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari
passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement, (iv) the
Initial Note Holder holding the New Notes shall notify the Lead Securitization Note Holder, the Master Servicer, the Special Servicer,
the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution
of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the
Initial Note Holder holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing
applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant
to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent
of its holder and the consent of the holders of the other Notes. In connection with the foregoing (provided the conditions set forth
in (i) through (v) above are satisfied, with respect to (i) through (iv), as certified by the Initial Note Holder, on which certification
the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan
Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such
reallocation of principal. If more than one New Note is created hereunder, for purposes of exercising the rights of the Non-Controlling
Note Holder hereunder, the “Non-Controlling Note Holder” of such New Notes shall be as provided in the definition of
such term in this Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 




    47 


     

    

 


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





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

Title:   Authorized Representative



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

Title:   Authorized Representative



	 	 	 
	 	MORGAN STANLEY BANK, N.A., a national
banking association, as Initial Note A-3 Holder
	 	 	 
	 	By: 	/s/ Kristin Sansone
	 	 	Name: Kristin Sansone

Title:   Authorized Signatory






	 	 	 
	 	MORGAN STANLEY BANK, N.A., a national
banking association, as Initial Note A-4 Holder
	 	 	 
	 	By: 	/s/ Kristin Sansone
	 	 	Name: Kristin Sansone

Title:   Authorized Signatory


 


(Co-Lender
Agreement – Pentagon Center Loan)


 


     


     

    

 


	 	 	 
	 	MORGAN STANLEY BANK, N.A., a national
banking association, as Initial Note A-5 Holder
	 	 	 
	 	By:	/s/ Kristin Sansone
	 	 	Name: Kristin Sansone

Title:   Authorized Signatory





	 	 	 
	 	MORGAN STANLEY BANK, N.A., a national
banking association, as Initial Note A-6 Holder
	 	 	 
	 	By:	/s/ Kristin Sansone
	 	 	Name: Kristin Sansone

Title:   Authorized Signatory


 


(Co-Lender
Agreement – Pentagon Center Loan)


 






     


     

    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


   Description of Mortgage Loan


 


	Mortgage Loan Borrower:	LCPC Pentagon Property LLC
	Date of Mortgage Loan:	February 21, 2017
	Date of Notes:	
         

        Executed March 16, 2017 

        Effective as of February 21, 2017

         

	Original Principal Amount of Mortgage Loan:	$210,000,000
	Principal Amount of Mortgage Loan as of the Cut-off Date under the Lead Securitization Servicing Agreement:	$25,000,000
	Initial Note A-1 Principal Balance:	$25,000,000
	Initial Note A-2 Principal Balance:	$80,000,000
	Initial Note A-3 Principal Balance:	$50,000,000
	Initial Note A-4 Principal Balance:	$20,000,000
	Initial Note A-5 Principal Balance:	$20,000,000
	Initial Note A-6 Principal Balance:	$15,000,000
	Location of Mortgaged Property:	Arlington, Virginia
	Initial Maturity Date:	March 4, 2027


  




    A-1 


     

    

 


EXHIBIT B


 


1.     Initial Note A-1 Holder:


 


(Prior to Securitization of Note A-1):


 


Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Fax number: (212) 428-1439 


Email: leah.nivison@gs.com


 


with a copy to:


 


Goldman Sachs Mortgage Company


 


200 West Street

New York, New York 10282

Attention: Peter Morreale

Fax number: (212) 902-3000 


Email: peter.morreale@gs.com


 


with a copy to:


 


Goldman Sachs Mortgage Company

6011 Connection Drive, Suite 550

Irving, Texas 75039

Attention: Joe Osborne

Fax number: (212) 291-5318 


Email: joe.osborne@gs.com


 




    B-1 


     

    

 


(Following Securitization of Note A-1):


 


(i)            Depositor:


 


GS Mortgage Securities Corporation II 


200 West Street 


New York, New York 10282 


Attention: Leah Nivison 


Facsimile number: (212) 428-1439 


Email: leah.nivison@gs.com


 


with copies to:


 


Peter Morreale 


Facsimile number: (212) 902-3000 


Email: peter.morreale@gs.com


 


and


 


Joe Osborne 


Facsimile number: (212) 291-5318 


Email: joe.osborne@gs.com


 


(ii)           Master Servicer:


 


Midland Loan Services, a Division of PNC Bank, National
Association 


10851 Mastin Street, Suite 700 


Overland Park, Kansas 66210 


Attention: Executive Vice President – Division Head

Facsimile number: (888) 706-3565

Email: NoticeAdmin@midlandls.com


 


with a copy to:


 


Stinson Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Fax number: (816) 412-9338


 






    B-2 


     

    

 


(iii)         Special Servicer:


  


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

Email: liat.heller@rialtocapital.com 


 


with copies to:


 


Jeff Krasnoff


Facsimile number: (305) 229-6425

Email: jeff.krasnoff@rialtocapital.com;




Niral Shah

Facsimile number: (305) 229-6425

Email: niral.shah@rialtocapital.com;




Adam Singer

Facsimile number (305) 229-6425

Email: adam.singer@rialtocapital.com 


 


(iv)         Trustee: 


 


Wells Fargo Bank, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Corporate Trust Services

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

trustadministrationgroup@wellsfargo.com


 


(v)          Certificate
Administrator:




Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services CMBS GS 2017-GS5

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

trustadministrationgroup@wellsfargo.com


 






    B-3 


     

    

 


		(vi)	Operating Advisor and Asset Representations Reviewer:


 



Pentalpha Surveillance LLC


375 North French Road, Suite 100


Amherst, New York 14228


Attention: Don Simon, Chief Operating Officer


Email: don.simon@pentalphasurveillance.com;
notices@pentalphasurveillance.com


 




    B-4 


     

    

 


2.     Initial Note A-2 Holder:


 


Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Fax number: (212) 428-1439


Email: leah.nivison@gs.com


 


with a copy to:


 


Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Peter Morreale

Fax number: (212) 902-3000


Email: peter.morreale@gs.com


 


with a copy to:


 


Goldman Sachs Mortgage Company

6011 Connection Drive, Suite 550

Irving, Texas 75039

Attention: Joe Osborne

Fax number: (212) 291-5318


Email: joe.osborne@gs.com


 




    B-5 


     

    

 


3.     Initial Note A-3 Holder,
Initial Note A-4 Holder, Initial Note A-5 Holder and Initial Note A-6 Holder:


 


Morgan Stanley Bank, N.A.

1585 Broadway

New York, New York 10036

Attention: Jane H. Lam



with a copy to:



Morgan Stanley Bank, N.A.

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 




    B-6 


     

    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 


1.          Apollo
Real Estate Advisors


2.          Archon
Capital, L.P. 


3.          BlackRock,
Inc. 


4.          The
Blackstone Group International Ltd. 


5.          Capital
Trust, Inc. 


6.          Clarion
Partners 


7.          Colony
Capital, Inc. 


8.          DLJ
Real Estate Capital Partners 


9.          Fortress
Investment Group, LLC 


10.        iStar
Financial Inc. 


11.        J.E.
Roberts Companies 


12.        Lend-Lease
Real Estate Investments 


13.        Lonestar
Opportunity Fund 


14.        Praedium
Group 


15.        Raith
Capital Partners, LLC 


16.        Rialto
Capital Advisors, LLC 


17.        Rialto
Capital Management, LLC 


18.        Starwood
Financial Trust 


19.        Walton
Street Capital, LLC 


20.        Westbrook
Partners 


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


 





    C-1