Exhibit 4.12


 


 EXECUTION VERSION


 


AMENDED AND RESTATED CO-LENDER AGREEMENT


 


Dated as of September 1, 2016



by and among




 


WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE, FOR
THE BENEFIT OF THE REGISTERED HOLDERS OF THE GS MORTGAGE SECURITIES CORPORATION II, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2016-GS2

(Note A-1 Holder)


 


and


 


GOLDMAN SACHS MORTGAGE COMPANY

(Initial Note A-2-1 Holder)


 


and


 


GOLDMAN SACHS MORTGAGE COMPANY

(Initial Note A-2-2 Holder)


 


Residence Inn and Springhill Suites North Shore Loan


 






     


     

    

 


TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	Section 1	Definitions	2
	Section 2	Servicing of the Mortgage Loan	17
	Section 3	Priority of Payments	22
	Section 4	Workout	23
	Section 5	Administration of the Mortgage Loan	23
	Section 6	Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative	28
	Section 7	Appointment of Special Servicer	29
	Section 8	Payment Procedure	30
	Section 9	Limitation on Liability of the Note Holders	31
	Section 10	Bankruptcy	31
	Section 11	Representations of the Note Holders	32
	Section 12	No Creation of a Partnership or Exclusive Purchase Right	32
	Section 13	Other Business Activities of the Note Holders	33
	Section 14	Sale of the Notes	33
	Section 15	Registration of the Notes and Each Note Holder	36
	Section 16	Governing Law; Waiver of Jury Trial	36
	Section 17	Submission To Jurisdiction; Waivers	37
	Section 18	Modifications	37
	Section 19	Successors and Assigns; Third Party Beneficiaries	38
	Section 20	Counterparts	38
	Section 21	Captions	38
	Section 22	Severability	38
	Section 23	Entire Agreement	38
	Section 24	Withholding Taxes	38
	Section 25	Custody of Mortgage Loan Documents	39
	Section 26	Cooperation in Securitization	40
	Section 27	Notices	41
	Section 28	Broker	41
	Section 29	Certain Matters Affecting the Agent	41
	Section 30	Reserved	42
	Section 31	Resignation of Agent	42
	Section 32	Resizing	42







 






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THIS AMENDED AND RESTATED CO-LENDER
AGREEMENT (this “Agreement”), dated as of September 1, 2016 by and among WELLS FARGO BANK, NATIONAL ASSOCIATION,
AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF THE GS MORTGAGE SECURITIES CORPORATION II, COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2016-GS2 (together with its successors and assigns in interest, in its capacity as owner of the Note A-1,
the “Note A-1 Holder”), GOLDMAN SACHS MORTGAGE COMPANY (“GSMC” and together with its successors
and assigns in interest, in its capacity as initial owner of the Note A-2-1, the “Initial Note A-2-1 Holder”)
and GSMC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2-2, the “Initial
Note A-2-2 Holder”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the Mortgage Loan
Agreement (as defined herein), GSMC 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 10, 2016, in the original principal amount of $69,000,000 (the “Original Note”) made by
the Mortgage Loan Borrower in favor of GSMC, 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 two promissory notes (as amended, modified or supplemented, the “Notes”)
and the Mortgage Loan Borrower has executed and delivered to GSMC (i) one promissory note in the original principal amount of $25,000,000
(“Note A-1”) made by the Mortgage Loan Borrower in favor of the Initial Note A-1 Holder (“Initial Note A-1”)
and (ii) one promissory note in the original principal amount of $44,000,000 (“Note A-2”) made by the Mortgage
Loan Borrower in favor of GSMC as the Initial Note A-2 Holder (“Initial Note A-2 Holder”); and


 


WHEREAS, GSMC (together with its successors
and assigns in interest, in its capacity as initial owner of Initial Note A-1, the “Initial Note A-1 Holder”,
and in its capacity as the initial agent, the “Initial Agent”) and the Initial Note A-2 Holder (together with
the Initial Note A-1 Holder and the Initial Note A-2-2 Holder, the “Initial Note Holders”) entered into a Co-Lender
Agreement (the “Original Agreement”), dated as of May 1, 2016, to memorialize the terms under which the
Initial Note A-1 Holder and the Initial Note A-2 Holder would hold the Initial Note A-1 and Initial Note A-2, respectively;


 


WHEREAS, pursuant to the Mortgage Loan
Agreement, the Initial Note A-2 was split into two promissory notes and the Mortgage Loan Borrower has executed and delivered to
GSMC (i) one promissory note in the original principal amount of $22,000,000 (“Initial Note A-2-1”) made by
the Mortgage Loan Borrower in favor of the Initial Note A-2-1 Holder and (ii) one promissory note in the original principal amount
of $22,000,000 (“Initial Note A-2-2”) made by the Mortgage Loan Borrower in favor of the Initial Note A-2-2
Holder;


 






     


     

    

 


WHEREAS, the Initial Note A-1 Holder
transferred Note A-1 to GS Mortgage Securities Corporation II (“GSMSC”), who in turn transferred Note A-1 to
Wells Fargo Bank, National Association, as trustee, for the benefit of the registered Holders of the GS Mortgage Securities Corporation
II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2, under a pooling and servicing agreement, dated as of May 1,
2016 (the “Note A-1 PSA”), among GSMSC, as depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer, Torchlight Loan Services, LLC as general special servicer, Rialto Capital Advisors, LLC, as Veritas
Multifamily Pool 2 special servicer, Pentalpha Surveillance LLC, Inc., as operating advisor and asset representations reviewer,
and Wells Fargo Bank, National Association, as certificate administrator and trustee; and


 


WHEREAS, the parties hereto desire
to enter into this Agreement to (1) memorialize the terms under which they, and their successors and assigns, shall hold Note A-1,
Note A-2-1 and Note A-2-2 and (2) amend, restate and supersede the terms of the Original Agreement;


 


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 Securitization Date
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.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Depositor” shall
mean GS Mortgage Securities Corporation II, and its successors and assigns.


 






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


 


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


 


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


 


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


 


“Initial Note A-1 Holder”
shall 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-2-1 Holder”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Lead Securitization Servicing
Agreement” shall mean the pooling and servicing agreement entered into in connection with the Securitization of Note
A-1 and issuance of the GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2,
by and among (a) the Depositor, (b) the Master Servicer, (c) the Special Servicer, (d) the Veritas Multifamily Pool 2
Special Servicer, (e) the Certificate Administrator, (f) the Trustee, (g) the Operating Advisor and (h) the Asset Representations
Reviewer. The Servicing Standard in the Lead Securitization Servicing Agreement shall require, among other things, that each Servicer,
in servicing the Mortgage Loan, must take into account the interests of each Note Holder.


 


“Lead Securitization Subordinate
Class Representative” shall 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.


 


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


 


(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;


 






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(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;


 


(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;


 






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(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 paragraph (c)
of the definition of “Specially Serviced Mortgage Loan” (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 Midland Loan Services, a Division of PNC Bank, National Association or its successor in interest, or any successor Master
Servicer appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Mortgage Loan Agreement”
shall mean the Loan Agreement, dated as of February 10, 2016, among the Mortgage Loan Borrower, as Borrower, and Goldman Sachs
Mortgage Company, as Lender, as may be amended, restated, supplemented or otherwise modified from time to time, subject to the
terms hereof.


 


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


 


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


 






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


 


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


 


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


 


“Non-Controlling Note Holder”
means the Note A-2-1 Holder or the Note A-2-2 Holder, as the case may be; provided that at any time Note A-2-1 or Note A-2-2,
as applicable, 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 Note A-1 is held by the Mortgage Loan Borrower
or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled to exercise the rights of the Controlling Note Holder.
The Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall not be required
at any time to deal with more than one party exercising the rights of the “Non-Controlling Note Holder” herein or under
the Lead Securitization Servicing Agreement and, (x) to the extent that the related Non-Lead Securitization Servicing Agreement
assigns such rights to more than one party or (y) to the extent Note A-2-1 or Note A-2-2 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 Note A-2-1 or Note A-2-2, as applicable. 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-2-1 Holder is the Non-Controlling Note Holder with respect to Note A-2-1 and the
Initial Note A-2-2 Holder is the Non-Controlling Holder with respect to Note A-2-2.


 


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


 






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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 Non-Lead Securitization
Servicing Agreement.


 


“Non-Lead Depositor”
shall mean the Note A-2-1 Depositor or Note A-2-2 Depositor, as the case may be.


 


“Non-Lead Master Servicer”
shall mean the Note A-2-1 Master Servicer or Note A-2-2 Master Servicer, as the case may be.


 


“Non-Lead Operating Advisor”
shall mean the Note A-2-1 Operating Advisor or Notes A-2-2 Operating Advisor, as the case may be.


 


“Non-Lead Securitization”
shall mean the Securitization of Note A-2-1 or Note A-2-2 in a Securitization Trust to be designated by the Initial Note A-2-1
Holder, the Initial Note A-2-2 Holder, as the case may be.


 


“Non-Lead Securitization Note”
shall mean Note A-2-1 or Note A-2-2, as the case may be.


 






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“Non-Lead Securitization Note
Holder” shall mean the holders of the Note A-2-1 or Note A-2-2, as the case may be.


 


“Non-Lead Securitization Servicing
Agreement” shall mean the Note A-2-1 Pooling and Servicing Agreement or the Note A-2-2 Pooling and Servicing Agreement,
as the case may be.


 


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


 


“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 Note A-2-1 Special Servicer or the Note A-2-2 Special Servicer, as the case may be.


 


“Non-Lead Trustee”
shall mean the Note A-2-1 Trustee or the Note A-2-2 Trustee, as the case may be.


 


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


 


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


 


“Note A-2-1” shall
have the meaning assigned to such term in the recitals.


 


“Note A-2-1 Depositor”
shall mean the depositor under the Note A-2-1 Pooling and Servicing Agreement.


 


“Note A-2-1 Holder”
shall mean the Initial Note A-2-1 Holder or any subsequent holder of Note A-2-1, as applicable.


 


“Note A-2-1 Master Servicer”
shall mean the master servicer under the Note A-2-1 Pooling and Servicing Agreement.


 


“Note A-2-1 Operating Advisor”
shall mean the operating advisor under the Note A-2-1 Pooling and Servicing Agreement.


 






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“Note A-2-1 Pooling and Servicing
Agreement” shall mean the servicing agreement for the Note A-2-1 Securitization.


 


“Note A-2-1 Principal Balance”
shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-2-1 Principal Balance set forth
on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-2-1 Holder or reductions in such amount
pursuant to Section 3 or 4, as applicable.


 


“Note A-2-1 Securitization”
shall mean the Securitization of Note A-2-1 in a Securitization Trust to be designated by the Note A-2-1 Holder.


 


“Note A-2-1 Special Servicer”
shall mean the special servicer under the Note A-2-1 Pooling and Servicing Agreement.


 


“Note A-2-1 Trustee”
shall mean the trustee under the Note A-2-1 Pooling and Servicing Agreement.


 


“Note A-2-1 Securitization
Trust” shall mean the Securitization Trust formed pursuant to the Note A-2-1 Pooling and Servicing Agreement.


 


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


 


“Note A-2-2 Depositor”
shall mean the depositor under the Note A-2-2 Pooling and Servicing Agreement.


 


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


 


“Note A-2-2 Master Servicer”
shall mean the master servicer under the Note A-2-2 Pooling and Servicing Agreement.


 


“Note A-2-2 Operating Advisor”
shall mean the operating advisor under the Note A-2-2 Pooling and Servicing Agreement.


 


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


 


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


 


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


 


“Note A-2-2 Special Servicer”
shall mean the special servicer under the Note A-2-2 Pooling and Servicing Agreement.


 






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“Note A-2-2 Trustee”
shall mean the trustee under the Note A-2-2 Pooling and Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Operating Advisor”
shall mean Pentalpha Surveillance LLC or its successor in interest, or any successor 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.


 


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


 


“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).


 






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


 


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


 


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


 


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


 


(c)          one or more of the
following:


 


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


 


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


 






     13


     

    

 


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


 


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


 


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


 


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


 


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


 


“Qualified Trustee”
means 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


 






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institution whose long-term senior unsecured debt is rated at least
“A” (or its equivalent) by each of the applicable Rating Agencies.


 


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


 


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


 


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


 


“Regulation AB”
shall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 229.1125, as such rules
may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission
or by the staff of the Commission, or as may be provided by the Commission or its 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 within the twelve (12) month period
prior to the date of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial
mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer
as special servicer of such commercial mortgage loans, (iv) in the case of Morningstar, 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,


 






     15


     

    

 


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 within the twelve (12) month period 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 Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and its successors
in interest.


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 


“Special Servicer”
shall mean Torchlight Loan Services, LLC or its successor in interest, or any successor General Special Servicer appointed as provided
in the Lead Securitization Servicing Agreement and this Agreement.


 






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


 


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


 


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


 


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


 


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


 


“Veritas Multifamily Pool
2 Special Servicer” shall mean Rialto Capital Advisors, LLC or its successor in interest.


 


Section 2.          Servicing of the Mortgage
Loan.


 


(a)          Each Note Holder acknowledges
and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and after the Securitization
Date pursuant to the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to
advance monthly payments of principal or interest in respect of any Note other than the Lead Securitization Note if such principal
or interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance
premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of
the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement including any provisions governing the
determination of non-recoverability. Each Note Holder acknowledges that the other Note Holder may elect, in its sole discretion,
to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other
Note Holder, at such other Note Holder’s expense, to effect such Securitization. Subject to the terms and conditions of this
Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer, Operating
Advisor, Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment
of the initial Special Servicer by the Controlling Note Holder as may be replaced pursuant to the terms of the Lead Securitization
Servicing Agreement and agrees to reasonably


 






     17


     

    

 


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 Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement
to service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, the Lead Securitization
Servicing Agreement and applicable law, and shall not take any action or refrain from taking any action or follow any direction
inconsistent with the foregoing.


 


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


 


(b)          The Master Servicer
shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent provided in the Lead
Securitization Servicing Agreement) (i) shall be required to make Property 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 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 Advances, if such funds
on deposit in the Whole Loan Custodial Account are insufficient, from general


 






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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 Advance or a Nonrecoverable Property 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 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 Advance or any Advance Interest Amounts on a Property Advance or a Nonrecoverable Property 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 Lead Securitization for its pro rata share of such
Nonrecoverable Property 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


 






     19


     

    

 


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 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 Advance would be non-recoverable or an outstanding Property 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 Advances (and advance interest thereon)
and any Additional Trust Fund Expenses, but only to the extent that they relate to servicing and


 






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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 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 any such Nonrecoverable Property Advances (together with advance interest thereon)
and/or Additional Trust Fund Expenses (including compensation due to the Master Servicer and the Special Servicer to the extent
related to the servicing and administration of the Mortgage Loan and the Mortgaged Property), and (B) if the Lead Securitization
Servicing Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee to reimburse
itself from the Lead Securitization Trust’s general account, then the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as applicable, may do so, and the related Non-Lead Master Servicer will be required to, promptly
following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse the Lead Securitization Trust out 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 any such Nonrecoverabale Property Advances
(together with advance interest thereon) and/or Additional Trust Fund Expenses (including compensation due to the Master Servicer
and the Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property);


 


(ii)          each of the Indemnified
Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify each of such Indemnified
Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of Lead Securitization Servicing
Agreement and, in the case of the Lead Securitization Trust, to the extent of any Additional Trust Fund Expenses with respect to
the Mortgage Loan) by the 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 that are allocated
to the related Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the related Non-Lead Master Servicer
will be required to reimburse each of the applicable Indemnified Parties for the related Non-Lead Securitization Note’s 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 will be required to deliver to the Trustee, the Certificate Administrator, the Special Servicer, the Master
Servicer and the Operating Advisor (i) promptly following Securitization of the related Non-Lead Securitization Note, notice of
the deposit of 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


 






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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);


 


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


 


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


 


Section 3.          Priority of
Payments. Each Note shall be of equal priority, and no portion of either Note shall have priority or preference over any
portion of the other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for
payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as
proceeds thereof, whether received in the form of Monthly 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 Advances then due and payable or reimbursable to
the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due,
payable or reimbursable (except for (i) any reimbursements of P&I Advances previously made (and interest thereon) on the
Lead Securitization Note, (ii) any Servicing Fees due to the Master Servicer in excess of 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


 






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or the
Special Servicer for any interest accrued on any Property Advances and reimbursement of any Property 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 (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, (x) prior to the securitization of such Note, to the
related Non-Lead Securitization Note Holder and (y) following the securitization of such Note, 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.


 


(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


 



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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 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 the other offerors and the Lead Securitization Subordinate Class Representative) prior
to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents
that are approved by and Servicer in connection with the proposed sale; provided, that 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 submit an offer at any sale of the Mortgage Loan unless such
Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 


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


 






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irrevocable
power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for and consummating
the sale the related of 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 Initial Note A-1 Holder from the trust fund established under the Lead Securitization Agreement in connection with a material
breach of representation or warranty made by Initial Note A-1 Holder with respect to Lead Securitization Note or material document
defect with respect to the documents delivered by Initial Note A-1 Holder 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 Initial Note A-1 Holder or any document delivery obligation imposed on Initial
Note A-1 Holder under any mortgage loan purchase and sale agreement, instrument of transfer or other document or instrument that
may be executed or delivered by Initial Note A-1 Holder 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 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.


 






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(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 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


 






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


 


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


 






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


 


(b)          Neither the Controlling
Note Holder Representative nor the Controlling Note Holder will have any liability to the other Note Holders or any other Person
for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure to give any consent
pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment, absent any loss, liability or
expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The Note Holders agree that the Controlling
Note Holder Representative and the Controlling Note Holder (whether acting in place of the Controlling Note Holder Representative
when no Controlling Note Holder Representative shall have been appointed hereunder or otherwise exercising any right, power or
privilege granted to the Controlling Note Holder hereunder) may take or refrain from taking actions, or give or refrain from giving
consents, that favor the interests of one Note Holder over the other Note


 






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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 Note A-2-1 and Note A-2-2,
as of the date of this Agreement and until the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer)
is notified otherwise, shall be the Initial Note A-2-1 Holder and the Initial Note A-2-2 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 Holder, the Master Servicer, the then existing Special Servicer and other parties to the
Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the other conditions to such
replacement as set forth in the Lead Securitization Servicing Agreement (including, without limitation, a Rating Agency
Confirmation, if required by the terms of the Lead Securitization Servicing Agreement), if any. The Controlling Note Holder
shall be solely responsible for any expenses incurred in connection with any such replacement without cause. The Controlling
Note Holder shall notify the other parties hereto of its termination of the then currently serving Special Servicer and its
appointment of a replacement Special Servicer in accordance with this Section 7. If the Controlling Note Holder has not
appointed a Special Servicer with respect to the Mortgage Loan as of the consummation of the securitization under the Lead
Securitization Servicing Agreement, 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


 






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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 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


 






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


 


The Note Holders acknowledge that,
subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee) to comply with, and except
as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee)
may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing
Agreement in a manner that may be adverse to the interests of 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.


 


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


 



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


 


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


 






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


 


Section 14.          Sale of the Notes.


 


(a)          Each Note Holder agrees
that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any
portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender. Promptly after the
Transfer, the non-transferring Note Holder shall be provided with (x) a representation from a transferee or the applicable
Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization
(and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance
with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15.
If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional
Lender, it must first obtain consent of the non-transferring Note Holder and, if such non-transferring Note Holder’s Note
is held in a Securitization Trust, a confirmation in writing from each Rating Agency that such Transfer will not result in a qualification,
downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization. Notwithstanding
the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if
such non-transferring Note Holder’s Note is held in a Securitization Trust, without a confirmation in writing from each Rating
Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities
issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation
interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely
null and void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it will pay the expenses
of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all
expenses relating to the confirmation from the Rating Agencies in connection with any such Transfer. Notwithstanding the foregoing,
each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder, the Rating Agencies or
any other Person, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in its Note. None of the provisions
of this Section 14(a) shall apply in the case of (1) a sale of Note A-1 together with Note A-2-1 and Note A-2-2 in accordance with
the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance
with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon
the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest
in which is owned directly or


 






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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, 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


 






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


 


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


 






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refinance its outstanding commercial paper even if there is no default by such Note Holder, the Conduit Credit Enhancer will
purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of such Note Holder’s Note to
the Conduit Credit Enhancer; and


 


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


 


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


 


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


 


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


 






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OBLIGATIONS LAW). EACH OF THE PARTIES HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


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


 


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


 


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


 


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


 


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


 


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


 






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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.


 


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


 






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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
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 Lead Securitization
will be held by the Initial Agent and (b) after the Lead Securitization, will be held


 






     39


     

    

 


by the Lead Securitization Note Holder (in
the name of the Trustee and held by a duly appointed custodian therefor in accordance with the Lead Securitization Servicing Agreement),
in each case, on behalf of the registered holders of the Notes.


 


Section 26.          Cooperation in Securitization.


 


(a)          Each Note Holder acknowledges
that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization
and subject to the terms of the preceding sentence, at the request of the Lead Securitization Note Holder, each Non-Lead Securitization
Note Holder shall use reasonable efforts, at Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with
the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which
the Lead Securitization Note Holder customarily adheres or which may be reasonably required in the marketplace or by the Rating
Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to
this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in attempting to cause
the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably
requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with
the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Lead Securitization Note Holder shall
not 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-Lead Securitization Note Holder or (ii) materially increase such
Non-Lead Securitization Note Holders’ obligations or materially decrease such Non-Lead Securitization Note Holders’
rights, remedies or protections. In connection with the Lead Securitization, each Non-Lead Securitization Note Holder agrees to
provide for inclusion in any disclosure document relating to the Lead Securitization such information concerning the related Non-Lead
Securitization Note Holder and the related Non-Lead Securitization Note as the Lead Securitization Note Holder reasonably determines
to be necessary or appropriate, and each Non-Lead Securitization Note Holder covenants and agrees that it shall, at the Lead Securitization
Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and Lead Securitization Note Holder in
connection with the Lead Securitization (including, without limitation, reasonably cooperating with the Lead Securitization Noteholder
(without any obligation to make additional representations and warranties) to enable the Lead Securitization Noteholder to make
all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with
the Mortgage Loan and the Lead Securitization), as well as in connection with all other matters and the preparation of any offering
documents thereof and to review and respond reasonably promptly with respect to any information relating to the related Non-Lead
Securitization Note Holder and the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization
Note Holder acknowledges that the information provided by it to the Lead Securitization Note Holder may be incorporated into the
offering documents for the Lead Securitization. The Lead Securitization Note Holder and each Rating Agency shall be entitled to
rely on the information supplied by, or on behalf of, each Non-Lead Securitization Note Holder. The Lead Securitization Note Holder
will reasonably cooperate with each Non-Lead Securitization Note Holder by providing all information


 






     40


     

    

 


reasonably requested that
is in the Lead Securitization Note Holder’s possession in connection with each Non-Lead Securitization Note Holders’
preparation of disclosure materials in connection with a Securitization.


 


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


 


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


 


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


 


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


 


Section 29.          Certain Matters Affecting
the Agent.


 


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


 


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


 






     41


     

    

 


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


 


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


 


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


 


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


 


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


 


Section 30.          Reserved.


 


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


 


Section 32.          Resizing. Notwithstanding any
other provision of this Agreement, for so long as GSMC or an affiliate thereof (a “GSMC Entity”) is the owner
of a Non-Lead Securitization Note (the “Owned Note”), such GSMC Entity shall have the right, subject to the
terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes
(in either case, “New Notes”) reallocating the principal of 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 


 






     42


     

    

 


pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement,
(iv) the GSMC Entity holding the New Notes shall notify the Lead Securitization Note Holder, the Master Servicer, the Special Servicer,
the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution
of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the
GSMC Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability
of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the
Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of
its holder and the consent of the holder of the other Note. 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 GSMC Entity, on which certification
the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan
Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such
reallocation of principal. If more than one New Note is created hereunder, for purposes of exercising the rights of 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]


 






     43


     

    

 


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





	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF THE GS MORTGAGE SECURITIES CORPORATION II, COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2016-GS2, as Note A-1 Holder
	 	 	 	 
	 	 	By:	Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer
	 	 	 	 
	 	 	By:	/s/ David A. Eckels
	 	 	 	Name: David A. Eckels
	 	 	 	Title:    Senior Vice President
	 	 	 	 
	 	GOLDMAN SACHS MORTGAGE COMPANY, a New
York limited partnership, as Initial Note A-2-1 Holder
	 	 	 	 
	 	 	By:	/s/ Michael Barbieri
	 	 	 	Name: Michael Barbieri
	 	 	 	Title:   Authorized Representative
	 	 	 	 
	 	GOLDMAN SACHS MORTGAGE COMPANY, a New
York limited partnership, as Initial Note A-2-2 Holder
	 	 	 	 
	 	 	By:	/s/ Michael Barbieri
	 	 	 	Name: Michael Barbieri
	 	 	 	Title:   Authorized Representative



 


AMENDED & RESTATED
RESIDENCE INN AND SPRINGHILL SUITES NORTH SHORE CO-LENDER AGREEMENT


 






     


     

    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE






 


  Description of Mortgage Loan


 


	Mortgage Loan Borrower:	LIXI Hospitality Pittsburgh RIBM, LLC and LIXI Hospitality Pittsburgh SHS, LLC
	Date of Mortgage Loan:	February 10, 2016
	Date of Note A-1:	April 6, 2016
	Date of Note A-2-1:	September 27, 2016
	Date of Note A-2-2:	September 27, 2016
	Original Principal Amount of Mortgage Loan:	$69,000,000
	Principal Amount of Mortgage Loan as of the Cut-off Date under the Lead Securitization Servicing Agreement:	$69,000,000
	Initial Note A-1 Principal Balance:	$25,000,000
	Initial Note A-2-1 Principal Balance:	$22,000,000
	Initial Note A-2-2 Principal Balance:	$22,000,000
	Location of Mortgaged Properties:	Pittsburg, Pennsylvania
	Initial Maturity Date:	March 6, 2026


 


    A-1


     

    
 

EXHIBIT B


 


1.          Note A-1 Holder:


 


		(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-1


     

    

 


		(iii)	Special Servicer:



 


Torchlight Loan Services, LLC

475 Fifth Avenue


New York, New York 10017


Attention: Jacob Baron/GSMS 2016-GS2


 


with a copy to:


 


Torchlight Loan Services, LLC


701 Brickell Avenue, Suite 2200


Miami, Florida 33131


Attention: Bill Clarkson/GSMS 2016-GS2


 


		(iv)	Veritas Multifamily Pool 2 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; Niral Shah; and Adam Singer

Facsimile number: (305) 229-6425

Email: jeff.krasnoff@rialtocapital.com; niral.shah@rialtocapital.com; adam.singer@rialtocapital.com


 


		(v)	Trustee:



 


Wilmington Trust, National Association


1100 North Market Street


Wilmington, Delaware, 19890


Attention: Account Name – GSMS 2016-GS2


Facsimile number: (302) 636-4140


Email: cmbstrustee@wilmingtontrust.com


 


		(vi)	Certificate Administrator:



 


Wells Fargo Bank, National Association

9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: CMBS – GS 2016-GS2


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


 






    B-2


     

    

 


		(vii)	Operating Advisor:



 


Pentalpha Surveillance LLC


375 N. French Road, Suite 100


Amherst, New York 14228


Attention: Don Simon, Chief Operating Officer


 


		(viii)	Asset Representations Reviewer:



 


Pentalpha Surveillance LLC 


375 N. French Road, Suite 100 


Amherst, New York 14228 


Attention: Don Simon, Chief Operating Officer


 




    B-3


     

    
 

2.     Initial Note A-2-1 Holder:


 


(Prior to Securitization of Note A-2-1):


 


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-4


     

    
 

(Following Securitization of Note A-2-1):


 


		(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-5


     

    

 


		(iii)	General 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)	540 West Madison Special Servicer:



 


Trimont Real Estate Advisors, LLC

One Alliance Center


3500 Lennox Road, Ste. G1

Atlanta, Georgia 30326

Attention: Steve Lauer


 


		(v)	Trustee and Certificate Administrator:



 


Wells Fargo Bank, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Corporate Trust Services (CMBS),
GS Mortgage Securities Trust 2016-GS3


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


    trustadministrationgroup@wellsfargo.com


 






    B-6


     

    

 


		(vii)	Operating Advisor and Asset Representations Reviewer:



 


Pentalpha Surveillance LLC


375 N. French Road, Suite 100


Amherst, New York 14228


Attention: Don Simon, Chief Operating Officer


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


 


with a copy to:



Bass, Berry & Sims PLC


150 Third Avenue South, Suite 2800


Nashville, Tennessee 37201


Attention: Jay H. Knight


Email: jknight@bassberry.com


 




    B-7


     

    
 

Initial Note A-2-2 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-8


     

    

 


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