Exhibit 4.10 


 


EXECUTION VERSION


 


AGREEMENT
AMONG NOTEHOLDERS


 


Dated
as of March 14, 2018


 


by
and among


 


GOLDMAN
SACHS MORTGAGE COMPANY



(Initial Note A-1 Holder)


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION



(Initial Note A-2 Holder)


 


JPMorgan
Chase Bank, National Association



(Initial Note A-3 Holder)


 


Teachers
Insurance and Annuity Association of America



(Initial Note B-1 Holder)


 


Teachers
Insurance and Annuity Association of America



(Initial B-2 Holder)


 


Teachers
Insurance and Annuity Association of America



(Initial B-3 Holder)


 


Twelve
Oaks Mall


 




     


    


    

 


TABLE
OF CONTENTS


 





	 	 	 	Page
	 	 	 	 
	Section 01.	Definitions	1
	Section 02.	Servicing	24
	Section 03.	Subordination of Junior Note; Payments Prior to a Sequential Pay Event	28
	Section 04.	Payments Following a Sequential Pay Event	31
	Section 05.	Administration of the Mortgage Loan	33
	Section 06.	Appointment of Junior Operating Advisor	40
	Section 07.	Special Servicer	41
	Section 08.	Payment Procedure	42
	Section 09.	Limitation on Liability of the Noteholders	43
	Section 10.	Bankruptcy	43
	Section 11.	Cure Rights of the Junior Noteholder	44
	Section 12.	Purchase of the Senior Notes By the Junior Noteholder	46
	Section 13.	Representations of the Junior Noteholder	47
	Section 14.	Representations of the Senior Noteholders	48
	Section 15.	Independent Analysis of the Noteholders	48
	Section 16.	No Creation of a Partnership or Exclusive Purchase Right	48
	Section 17.	Not a Security	49
	Section 18.	Other Business Activities of the Noteholders	49
	Section 19.	Sale of the Notes	49
	Section 20.	Registration of Transfer	53
	Section 21.	Registration of the Notes	53
	Section 22.	Statement of Intent	54
	Section 23.	No Pledge	54
	Section 24.	Governing Law; Waiver of Jury Trial	54
	Section 25.	Submission To Jurisdiction; Waivers	54
	Section 26.	Modifications; Amendment	55
	Section 27.	Successors and Assigns; Third Party Beneficiaries	55
	Section 28.	Counterparts	55
	Section 29.	Captions	55
	Section 30.	Severability	55
	Section 31.	Entire Agreement	56
	Section 32.	Withholding Taxes	56
	Section 33.	Custody of Mortgage Loan Documents	57
	Section 34.	Notices	57
	Section 35.	Broker	57
	Section 36.	Certain Matters Affecting the Agent	57
	Section 37.	Termination of Agent	58
	Section 38.	Resizing	58
	Section 39.	Conflict	59
	Section 40.	Cooperation in Securitization	59




 






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THIS
AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of March 14, 2018 by and among Goldman Sachs Mortgage
Company, a New York limited partnership, having an address of 200 West Street, New York, New York 10282 (“GSMC”
and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial
Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), Wells Fargo Bank,
National Association (“WFB” and together with its successors and assigns in interest, in its capacity as initial
owner of the Note A-2, the “Initial Note A-2 Holder”), JPMorgan Chase Bank, National Association (“JPM”
and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Initial
Note A-3 Holder”, and together with the Initial Note A-1 Holder and the Initial Note A-2 Holder, the “Initial
Senior Noteholders”), and Teachers Insurance and Annuity Association of America, a New York corporation having an address
at 730 Third Avenue, New York, New York 10017 (“Teachers” and together with its successors and assigns in interest,
in its capacity as initial owner of Note B-1, the “Initial Note B-1 Holder”), Teachers (together with its successors
and assigns in interest, in its capacity as initial owner of Note B-2, the “Initial Note B-2 Holder”), and
Teachers (together with its successors and assigns in interest, in its capacity as initial owner of Note B-3, the “Initial
Note B-3 Holder” , and together with the Initial Note B-1 Holder and the Initial Note B-2 Holder, the “Initial
Junior Noteholders”).


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein) GSMC, WFB and JPM co-originated a certain loan described on the schedule
attached hereto as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”)
to the mortgage loan borrower(s) described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which
is evidenced, inter alia, by six promissory notes, each dated as of February 28, 2018, in the aggregate original principal
amount of $300,000,000.00, with the first such note in the original principal amount of $66,666,668.00 (“Note A-1”)
made by the Mortgage Loan Borrower in favor of the Note A-1 Holder, with the second such note in the original principal amount
of $66,666,666.00 (“Note A-2”) made by the Mortgage Loan Borrower in favor of Note A-2 Holder, the third such
note in the original principal amount of $66,666,666.00 (“Note A-3”) made by the Mortgage Loan Borrower in
favor of Note A-3 Holder, the fourth such note in the original principal amount of $33,333,333.00 (“Note B-1”)
made by the Mortgage Loan Borrower in favor of GSMC and subsequently transferred to the Note B-1 Holder, the fifth such note in
the original principal amount of $33,333,334.00 (“Note B-2”) made by the Mortgage Loan Borrower in favor of
WFB and subsequently transferred to the Note B-2 Holder, and the sixth such note in the original principal amount of $33,333,333.00
(the “Note B-3”, and together with Note A-1, Note A-2, Note A-3, Note B-1 and Note B-2, the “Notes”)
made by the Mortgage Loan Borrower in favor of JPM and subsequently transferred to the Note B-3 Holder, and secured by certain
first mortgages or deeds of trust lien (as amended, modified or supplemented, the “Mortgage”) on one or more
parcels of, or estates in, real property located as described on the Mortgage Loan Schedule (collectively, the “Mortgaged
Property”); and


 


WHEREAS,
as of the date hereof, GSMC, WFB and JPM have transferred all of their respective rights, titles and interests, in to and under
the Note B-1, the Note B-2 and the


 






     


    


    

 


Note B-3 to the Initial Junior Noteholders pursuant to that certain Assignment and Assumption
Agreement among GSMC and the Initial Junior Noteholder date as of the date hereof.


 


WHEREAS,
the parties hereto desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns,
shall hold the Notes;


 


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


 


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


 


“Acceptable
Insurance Default” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Additional
Servicing Expenses” shall mean (a) all property protection advances, fees and/or expenses incurred by and reimbursable
to any Servicer, Trustee, Securitization Operating Advisor, certificate administrator or fiscal agent pursuant to the Servicing
Agreement, and (b) all interest accrued on Advances made by (x) any Servicer or Trustee in accordance with the terms of the Servicing
Agreement or (y) any Non-Lead Servicer or Non-Lead Trustee in accordance with the terms of the Non-Lead Securitization Servicing
Agreement.


 


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


 


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


 


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


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and from and after
the Securitization Date shall mean the Certificate Administrator, if any, and if there is no Certificate Administrator, shall
mean the Trustee.


 


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


 






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the address to which notices to and correspondence with the Agent should be directed. The Agent may change the address of its
designated office by notice to the Noteholders.


 


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


 


“Appraiser”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Appraisal”
shall have the meaning assigned to such term in the Servicing Agreement.





 


“Appraisal
Reduction Amount” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term
used in the Servicing Agreement.


 


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


 





“Asset
Status Report” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term
used in the Servicing Agreement.






 


“Balloon
Payment” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in
the Servicing Agreement.




 


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


 


“Business Day”
shall have the meaning assigned to such term in the Servicing Agreement or Non-Lead Securitization Servicing Agreement, as applicable.


 


“CDO
Asset Manager” with respect to any Securitization Vehicle which is a CDO, shall mean the entity which is responsible
for managing or administering the applicable 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 the applicable 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 Servicing Agreement.


 


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


 


“Collection
Account” shall mean the trust account or accounts (including any sub-accounts) created and maintained by the Servicer.


 


“Conduit”
shall have the meaning assigned to such term in Section 19(f).


 






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“Conduit
Credit Enhancer” shall have the meaning assigned to such term in Section 19(f).


 


“Conduit
Inventory Loan” shall have the meaning assigned to such term in Section 19(f).


 


“Control”
means 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.


 


“Control
Appraisal Period” shall mean a Junior Noteholder Control Appraisal Period.


 


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


 


“Controlling
Noteholder” shall mean as of any date of determination


 


(i)       the
Junior Noteholders, collectively, unless a Junior Noteholder Control Appraisal Period has occurred and is continuing but, in each
case, subject to the ability of the Junior Noteholders to effectuate a Threshold Event Cure pursuant to this Agreement; or


 


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


 


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


 


“Cure
Period” shall have the meaning assigned to such term in Section 11(a).


 


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


 


“Defaulted
Mortgage Loan” shall have the meaning assigned to such term in the Servicing Agreement.


 






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“Defaulted
Mortgage Loan Purchase Price” shall mean the sum, without duplication, of


 


(a)       the
then-outstanding Senior Note Principal Balance, (b) accrued and unpaid interest on the Senior Note Principal Balance at the Senior
Note Rate, from the date as to which interest was last paid in full by Mortgage Loan Borrower up to and including the end of the
interest accrual period relating to the Monthly Payment Date next following the date the purchase occurred, (c) any other amounts
due under the Mortgage Loan to the Senior Noteholder, other than Prepayment Premiums, default interest, late fees, exit fees and
any other similar fees, provided that if the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser,
the Defaulted Mortgage Loan Purchase Price shall include Prepayment Premiums, default interest, late fees, exit fees and any other
similar fees, (d) without duplication to clause (c) any unreimbursed Servicing Advances and any expenses incurred in enforcing
the Mortgage Loan Documents (including, without limitation, Servicing Advances payable or reimbursable to any Servicer, and earned
and unpaid special servicing fees owing to or by or on behalf of the Senior Noteholders), (e) without duplication of amounts under
clause (c), any accrued and unpaid interest payable on Advances with respect to an Advance made by or on behalf of the Senior
Noteholders, (f) (x) if the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser or (y) if the Mortgage
Loan is purchased after ninety (90) days after such option first becomes exercisable pursuant to Section 12 of this Agreement,
any liquidation or workout fees payable under the Servicing Agreement with respect to the Mortgage Loan and (g) any Recovered
Costs not reimbursed previously to the Senior Notes pursuant to this Agreement. Notwithstanding the foregoing, if the purchasing
Noteholder is purchasing from the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, the Defaulted Mortgage Loan
Purchase Price shall not include the amounts described under clauses (d) through (f) of this definition. If the Mortgage Loan
is converted into a REO Property, for purposes of determining the Defaulted Mortgage Loan Purchase Price, interest will be deemed
to continue to accrue on the Senior Notes at the Senior Note Rate, as if the Mortgage Loan were not so converted. In no event
shall the Defaulted Mortgage Loan Purchase Price include amounts due or payable to the purchasing Noteholder under this Agreement.


 


“Defaulted
Note Purchase Date” shall have the meaning assigned to such term in Section 12.


 


“Default
Interest” shall mean interest on the Mortgage Loan at a rate per annum equal to the Note Default Interest Spread.


 


“Depositor”
shall mean GS Mortgage Securities Corporation II, a Delaware corporation, and its successors-in-interest.


 


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


 





“Final Recovery
Determination” shall have the meaning assigned to such term in the Servicing Agreement.




 






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


 


“Grace
Period” shall have the meaning assigned to such term in Section 11(a).


 


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


 


“Indemnified
Items” shall mean, collectively, any claims, losses, penalties, fines, forfeitures, reasonable 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 Servicing Agreement.


 


“Indemnified
Parties” shall mean, collectively, (i) as and to the same extent the Lead Securitization Trust is required to indemnify
each of the following parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the
Servicing Agreement, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor, the Asset Representations Reviewer 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 Servicing Agreement in respect of other mortgage loans)
and (ii) the Lead Securitization Trust.


 


“Independent”
shall have the meaning assigned to such term in the Servicing Agreement.


 


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


 


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


 


“Initial
Junior Noteholders” shall have the meaning assigned to such term in the recitals.


 


“Initial
Noteholders” shall mean, collectively, the Initial Senior Noteholders and the Initial Junior Noteholders.


 


“Initial
Senior Noteholders” shall have the meaning assigned to such term in the recitals.


 


“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


 






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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.


 


“Insurance
and Condemnation Proceeds” shall have the meaning assigned to such term or any one or more analogous terms in the Servicing Agreement.


 


“Interest
Rate” shall have the meaning assigned to such term or any one or more analogous terms in the Mortgage Loan Documents.


 


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


 


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


 


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


 


“Junior
Notes” shall mean any of Note B-1, Note B-2 and Note B-3, as applicable.


 


“Junior
Noteholder” shall mean the Initial Junior Noteholder, or any subsequent holder of the Junior Note, together with their
successors and assigns.


 


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


 


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


 






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


 


“Junior
Note Percentage Interest” shall mean, with respect to the Note B-1 Holder, the Note B-1 Percentage Interest, with respect
to the Note B-2 Holder, the Note B-2 Percentage Interest and with respect to the Note B-3 Holder, the Note B-3 Percentage Interest,
as each may be adjusted from time to time.


 


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


 


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


 


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


 


“Junior
Operating Advisor” shall mean, with respect to the Mortgage Loan, the advisor appointed pursuant to Section 6(a).


 


“KBRA”
shall mean Kroll Bond Rating Agency, Inc., or its successor 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 Noteholder” shall mean the Note A-1 Holder.


 


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


 


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


 


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


 


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


 


(i)        any
proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property) of the ownership
of the


 






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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 Documents or any extension of the maturity date of the Mortgage Loan;


 


(iii)      following
a default or an event of default with respect to the Mortgage Loan Documents, 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 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 Servicing Agreement) located at a Mortgaged Property or an REO Property;


 


(vi)      any
release of collateral or any acceptance of substitute or additional collateral for the Mortgage Loan or any consent to either
of the foregoing, other than immaterial condemnation actions and other similar takings, 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 any direct or indirect interests in the Mortgage Loan Borrower;


 


(viii)    any
consent to the incurrence of additional debt by the Mortgage Loan Borrower or any mezzanine financing by any direct or indirect
beneficial owner of the Mortgage Loan 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


 






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


 


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


 


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


 


(xiv)    any
determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer under the circumstances described in
clause (iii) of the definition of Servicing Transfer Event; or


 


(xv)     any
modification, waiver, acceptance of the surrender 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 other than pursuant
to the specific terms of such Mortgage Loan and for which there is no lender discretion;


 


(xvi)    the
voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower;


 


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


 


(xviii)  any
approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or
condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property, in each case, to the
extent the Lender has discretion under the Mortgage Loan Documents (but prompt notice of any request for approval shall be given
even if no Lender discretion exists); or


 


(xix)     the
approval of any Annual Budget (as defined in the Loan Agreement), to the extent Lender shall have such approval under the Loan
Agreement.


 


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


 






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“Monetary
Default” shall have the meaning assigned to such term in Section 11(a).


 


“Monetary
Default Notice” shall have the meaning assigned to such term in Section 11(a).


 


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


 


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


 


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


 


“Morningstar”
shall mean Morningstar Credit Ratings, LLC, or any of its successors in interest, assigns, and/or changed entity name or designation
resulting from any acquisition by Morningstar, Inc. or other similar entity of Realpoint LLC.


 


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


 


“Mortgaged
Property” 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 28, 2018, between the Mortgage Loan Borrower, as
Borrower, and Goldman Sachs Mortgage Company, Wells Fargo Bank, National Association and JPMorgan Chase Bank, National Association,
collectively, as Lender, as the same may be further 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 18.


 


“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 Rate” shall mean, as of any date of determination, the weighted average of the Senior Note Rate and the Junior
Rate.


 


“Mortgage
Loan Schedule” shall mean the Schedule attached hereto as Exhibit A.


 






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


 


“Net
Senior Note Rate” shall mean the Senior Note Rate minus the Servicing Fee Rate applicable to the Senior Note.


 


“Non-Controlling
Note” shall mean the interest of each Non-Controlling Noteholder in its Note.


 


“Non-Controlling
Noteholder” shall mean each Noteholder other than the Controlling Noteholder.


 


“Non-Controlling
Pari Passu Noteholder” shall mean each of the Note A-2 Holder and the Note A-3 Holder, as applicable, provided
that with respect to the related Non-Controlling Note held by the Note A-2 Holder or the Note A-3 Holder, at any time such Non-Controlling
Note is included in a Securitization other than the Lead Securitization, references to the “Non-Controlling Pari Passu Noteholder”
herein shall mean the Non-Lead Securitization Subordinate Class Representative under the related Non-Lead Securitization Servicing
Agreement, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of
which the Lead Securitization Noteholder (and the Master Servicer and the Special Servicer) has been given written notice. The
Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall not be required at
any time to deal with more than one party exercising the rights of a “Non-Controlling Pari Passu Noteholder” herein
or under the Servicing Agreement and, (x) to the extent that the related Non-Lead Securitization Servicing Agreement assigns such
rights to more than one party or (y) to the extent a Non-Controlling Note is split into two or more New Notes pursuant to Section 38,
for purposes of this Agreement, the Non-Lead Securitization Servicing Agreement or the holders of such New Notes shall designate
one party to deal with the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf)
and provide written notice of such designation to the Lead Securitization Noteholder (and the Master Servicer and the Special
Servicer acting on its behalf) (such party, the “Non-Controlling Pari Passu Noteholder Representative”); provided
that, in the absence of such designation and notice, the Lead Securitization Noteholder (or the Master Servicer or the Special
Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written notice as having
been designated as the Non-Controlling Pari Passu Noteholder Representative with respect to such Non-Controlling Note for all
purposes of this Agreement. As of the date hereof and until further notice from the Non-Lead Securitization Noteholder (or the
Non-Lead Master Servicer or another party acting on its behalf), the Note A-2 Holder is the Non-Controlling Pari Passu Noteholder
Representative with respect to Note A-2 and the Note A-3 Holder is the Non-Controlling Pari Passu Noteholder Representative with
respect to Note A-3.


 


Prior
to Securitization of any Non-Lead Securitization Note by the Non-Lead Securitization Noteholder (including any New Notes), all
notices, reports, information or other deliverables required to be delivered to such Non-Lead Securitization Noteholder or Non-Controlling
Pari Passu Noteholder pursuant to this Agreement or the Servicing Agreement by the Lead Securitization Noteholder (or the Master
Servicer or the Special Servicer acting on its behalf) only need to be delivered to each Non-Controlling Pari Passu Noteholder
Representative


 






    12 


    


    

 


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


 


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


 


“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 any Senior Noteholder to make such payments free of any obligation or liability for withholding. For the avoidance
of doubt, any holder of a Note delivering a certification in the form attached hereto as Exhibit D , along with any documents
required pursuant to Section 32, will not be a Non-Exempt Person, unless such certification and other documents are rescinded. 


 


“Non-Lead
Asset Representations Reviewer” shall mean the “asset representations reviewer” under any Non-Lead Securitization
Servicing Agreement.


 


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


 


“Non-Lead
Custodian” shall mean the “custodian” under any Non-Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 






    13 


    


    

 


“Non-Lead
Securitization” shall mean the Securitization of Note A-2 or Note A-3 to be designated by the Initial Note A-2 Holder
or the Initial Note A-3 Holder, as the case may be.


 


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


 


“Non-Lead
Securitization Note” shall mean Note A-2 or Note A-3, as the case may be.


 


“Non-Lead
Securitization Noteholder” shall mean the holders of the Note A-2 or Note A-3, as the case may be.


 


“Non-Lead
Securitization Servicing Agreement” shall mean the Note A-2 Pooling and Servicing Agreement or the Note A-3 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 Non-Lead Securitization designated as the “controlling class” pursuant to the related Non-Lead Securitization
Servicing Agreement or their duly appointed representative; provided that if 50% or more of the class of securities issued
in any Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the
rights to exercise the rights of the “Controlling Noteholder” is held by the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower, no person shall be entitled to exercise the rights of the related Non-Lead Securitization Subordinate
Class Representative.


 


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


 


“Non-Lead
Servicer” shall mean any Non-Lead Master Servicer or Non-Lead Special Servicer, as applicable.


 


“Non-Lead
Special Servicer” shall mean any “special servicer” under a Non-Lead Securitization.


 


“Non-Lead
Trustee” shall mean any “trustee” under a Non-Lead Securitization.


 


“Non-Monetary
Default” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Cure Period” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Notice” shall have the meaning assigned to such term in Section 11(d).


 


“Note”
shall mean any of Note A-1, Note A-2, Note A-3, Note B-1 Note B-2 and Note B-3, as applicable.


 






    14 


    


    

 


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


 


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


 


“Note
A-1 Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-1 Principal
Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3
Principal Balance, the Note B-1 Principal Balance, the Note B-2 Principal Balance and the Note B-3 Principal Balance.


 


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


 


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


 


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


 


“Note
A-2 Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-2 Principal
Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3
Principal Balance, the Note B-1 Principal Balance, the Note B-2 Principal Balance and the Note B-3 Principal Balance.


 


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


 


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


 


“Note
A-3 Holder” shall mean the Initial Note A-3 Holder, or any subsequent holder of Note A-3, together with its successors
and assigns.


 


“Note
A-3 Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-3 Principal
Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3
Principal Balance, the Note B-1 Principal Balance, the Note B-2 Principal Balance and the Note B-3 Principal Balance.


 


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


 






    15 


    


    

 


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


 


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


 


“Note
B-1 Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-1 Principal
Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3
Principal Balance, the Note B-1 Principal Balance, the Note B-2 Principal Balance and the Note B-3 Principal Balance.


 


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


 


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


 


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


 


“Note
B-2 Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-2 Principal
Balance and the denominator of which is the sum of Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note B-1 Principal Balance, the Note B-2 Principal Balance and the Note B-3 Principal Balance.


 


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


 


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


 


“Note
B-3 Holder” shall mean the Initial Note B-3 Holder, or any subsequent holder of Note B-3, together with its successors
and assigns.


 


“Note
B-3 Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-3 Principal
Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3
Principal Balance, the Note B-1 Principal Balance, the Note B-2 Principal Balance and the Note B-3 Principal Balance.


 


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


 






    16 


    


    

 


“Note
Pledgee” shall have the meaning assigned to such term in Section 19(e).


 


“Note
Rate” shall mean any of the Senior Note Rate and the Junior Note Rate, as applicable.


 


“Note
Register” shall have the meaning assigned to such term in Section 21.


 


“Noteholder”
shall mean any of the Senior Noteholders and the Junior Noteholder, as applicable.


 


“Noteholder
Purchase Notice” has the meaning assigned to such term in Section 12.


 


“Operating
Advisor” shall mean Pentalpha Surveillance LLC or its successor in interest, or any successor Operating Advisor appointed
as provided in the Servicing Agreement.


 


“Percentage
Interest” shall mean, with respect to the Note A-1 Holder, the Note A-1 Percentage Interest, with respect to the Note
A-2 Holder, the Note A-2 Percentage Interest, with respect to the Note A-3 Holder, the Note A-3 Percentage Interest, with respect
to the Note B-1 Holder, the Note B-1 Percentage Interest, with respect to the Note B-2 Holder, the Note B-2 Percentage Interest
and with respect to the Note B-3 Holder, the Note B-3 Percentage Interest, as each may be adjusted from time to time. 


 


“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 a 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
$400,000,000 and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


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


 


“Pledge”
shall have the meaning assigned to such term in Section 19(e).


 


“Prepayment
Premium” shall mean, with respect to the Mortgage Loan, any prepayment premium, spread maintenance premium, yield maintenance
premium or similar fee required to be paid in connection with a prepayment of the Mortgage Loan pursuant to the Mortgage Loan
Documents, including any exit fee.


 


“Principal
Balance” shall mean any of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance,
the Note B-1 Principal Balance, the Note B-2 Principal Balance and the Note B-3 Principal Balance, as applicable.


 


“Pro
Rata and Pari Passu Basis” shall mean (a) with respect to the Senior Notes and the related Noteholders, the allocation
of any particular payment, collection, cost, expense, liability or other amount between such Notes or such Noteholders, as the
case may be, without any priority of any such Note or any such Noteholder over another such Note or Noteholder, as


 






    17 


    


    

 


the case may
be, and in any event such that each Note or Noteholder, as the case may be, is allocated its respective Percentage Interest of
such particular payment, collection, cost, expense, liability or other amount, and (b) with respect to the Junior Notes and the
related Noteholders, the allocation of any particular payment, collection, cost, expense, liability or other amount between such
Notes or such Noteholders, as the case may be, without any priority of any such Note or any such Noteholder over another such
Note or Noteholder, as the case may be, and in any event such that each Note or Noteholder, as the case may be, is allocated its
respective Percentage Interest of such particular payment, collection, cost, expense, liability or other amount.


 


“Purchase
Option Notice” shall have the meaning assigned to such term in Section 19(d).


 


“Qualified
Institutional Lender” shall mean each of the Initial Noteholders, Goldman Sachs Mortgage Company and any other Person
that is:


 


(a)       an
entity Controlled (as defined below) by, under common Control with or Controlling any of the Initial Senior Noteholders, the Initial
Junior Noteholders or any Affiliate thereof, or


 


(b)       one
or more of the following:


 


(i)        a
real estate investment bank, an insurance company, reinsurance trust, 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 (or in the case of a CDO, a single purpose bankruptcy remote entity which contemporaneously assigns or pledges
its Junior Note, or a participation interest therein (or any portion thereof) to 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, any or all of the Junior Note (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 which 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 a Junior Note
to such Securitization Vehicle); (2) in the case of a Securitization Vehicle that is not a CDO, the special


 






    18 


    


    

 


servicer of such Securitization
Vehicle has a Required Special Servicer Rating or is otherwise acceptable to the Rating Agencies rating each Securitization (such
entity, an “Approved Servicer”) and such Approved Servicer is required to service and administer such Junior
Note 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), (iii), (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) the Senior Noteholders or the Junior Noteholders, as applicable, (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 (b)(i), (b)(ii), (b)(iii)(a), (b)(iv)(B) or (b)(v) of this definition, (x) such entity
has at least $200,000,000 in capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory
firm, asset manager or similar fiduciary) and at least $600,000,000 in total assets (in name or under management), and (y) is
regularly engaged in the business of making or owning commercial real estate loans (or interests therein) similar to the Mortgage
Loan (or mezzanine loans with respect thereto) or owning or operating commercial real estate properties; provided that, in the
case of the entity described in clause (iv) (B) above, the requirements of this clause (y) may be satisfied by a general partner,
managing member, or the fund manager responsible for the day-to-day management and operation of such entity, or


 


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


 


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


 






    19 


    


    

 


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


 


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


 


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


 


“Recovered
Costs” shall mean any amounts referred to in clauses (d) and/or (e) of the definition of “Defaulted Mortgage Loan
Purchase Price” that, at the time of determination, had been previously paid or reimbursed to any Servicer from sources
other than collections on or in respect of the Mortgage Loan or the Mortgaged Property (including, without limitation, from collections
on or in respect of loans other than the Mortgage Loan).


 


“Redirection
Notice” shall have the meaning assigned to such term in Section 19(e).


 


“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.


 






    20 


    


    

 


“REMIC”
shall mean a real estate mortgage investment conduit within the meaning of Section 860D(a) of the Code.


 


“REMIC
Provisions” shall mean provisions of the federal income tax law relating to real estate mortgage investment conduits,
which appear at Sections 860A through 860G of subchapter M of Chapter 1 of the Code, and related provisions, and regulations (including
any applicable proposed regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


 


“Required
Special Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more loans included
in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the
date of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as
special servicer of such commercial mortgage loans, (iv) in the case of Morningstar, either (a) the applicable replacement has
a special servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by
Morningstar, is currently acting as a special servicer on a deal or transaction-level basis for all or a significant portion of
the related mortgage loans in other CMBS transactions rated by any of S&P, Moody’s, Morningstar, Fitch, DBRS or KBRA
and the trustee does not have actual knowledge that Morningstar has, and the replacement special servicer certifies that Morningstar
has not, with respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating or ratings on one or more
classes of such CMBS transaction citing servicing concerns of the applicable replacement as the sole or material factor in such
rating action, (v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the sole or material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination,
and (vi) in the case of DBRS, such special servicer is currently acting (or has acted within the prior 12 months) as special servicer
for one or more loans included in a commercial mortgage loan securitization that is rated by DBRS, and DBRS has not downgraded
or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage
securities on watch citing the continuation of such special servicer as the sole or material factor in any qualification, downgrade
or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities in a transaction serviced by such special servicer prior to the time of determination.


 


“REO
Property” shall have the meaning assigned to such term in the Servicing Agreement.


 


“ROFR”
shall have the meaning assigned to such term in Section 19(d).


 


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


 






    21 


    


    

 


“Securitization”
shall mean one or more sales by the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder of all or a portion of such Senior
Note to a depositor, who will in turn include such portion of such Senior 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 Lead Securitization Note or portion thereof is
consummated.


 


“Securitization
Operating Advisor” shall mean the operating advisor under the Servicing Agreement, if any.


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which any Senior Note is held.


 


“Senior
Notes” shall mean any of Note A-1, Note A-2 and Note A-3, as applicable.


 


“Senior
Noteholder” shall mean each Initial Senior Noteholder, or any subsequent holder of any Senior Note, together with their
successors and assigns.


 


“Senior
Note Percentage Interest” shall mean, with respect to the Note A-1 Holder, the Note A-1 Percentage Interest, with respect
to the Note A-2 Holder, the Note A-2 Percentage Interest and with respect to the Note A-3 Holder, the Note A-3 Percentage Interest,
as each may be adjusted from time to time.


 


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


 


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


 


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


 


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan, any
other Event of Default for which the Mortgage Loan is actually accelerated or any other Event of Default which causes the Mortgage
Loan to become a Specially Serviced Mortgage Loan, or any bankruptcy or insolvency event that constitutes an Event of Default;
provided, however, that unless the Servicer under the Servicing Agreement has notice or knowledge of such event
at least ten (10) Business Days prior to the applicable distribution date, distributions will be made sequentially beginning on
the subsequent distribution date; provided, further, that the aforementioned requirement of notice or knowledge
will not apply in the case of distribution of the final proceeds of a liquidation or final disposition of the Mortgage Loan. A
Sequential Pay Event shall no longer exist to the extent it has been cured (including, without limitation, pursuant to any cure
payment made by the Junior Noteholder in accordance with Section 11) and shall not be deemed to exist to the extent (x) the


 






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Junior Noteholder is exercising its cure rights under Section 11 or (y) that the default that led to the occurrence of such
Sequential Pay Event has been otherwise cured.


 


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


 


“Servicing
Agreement” shall mean the pooling and servicing agreement to be entered into in connection with the Securitization of
Note A-1 and issuance of the GS Mortgage Securities Trust 2018-GS9, Commercial Mortgage Pass-Through Certificates, Series 2017-GS9,
by and among (a) the Depositor, (b) the Master Servicer, (c) the Special Servicer, (d) the Certificate Administrator,
(e) the Trustee, (f) the Operating Advisor and (g) the Asset Representations Reviewer, and any other additional Persons that may
be party to such pooling and servicing agreement; provided that on and after the date on which the Mortgage Loan is no
longer subject to the provisions of the Servicing Agreement described above, the “Servicing Agreement” shall be determined
in accordance with Section 2(f). The Servicing Standard in the Servicing Agreement shall require, among other things, that each
Servicer, in servicing the Mortgage Loan, must take into account the interests of each of the Noteholders as a collective whole
(taking into account that the Junior Notes are subordinate to the Senior Notes, subject to the terms of this Agreement). Notwithstanding
the foregoing, prior to the closing date of the Lead Securitization, “Servicing Agreement” shall mean the draft of
such pooling and servicing agreement as circulated on February 27, 2018. In addition, prior to the closing date of the Lead Securitization,
the Note A-1 Holder shall cause the Mortgage Loan to be serviced in accordance with the Servicing Standard set forth in the draft
Servicing Agreement.


 


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


 


“Servicing
Fee Rate” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Servicing
Standard” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Servicing
Transfer Event” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Special
Servicer” shall mean Rialto Capital Advisors, LLC or its successor in interest, or any successor Special Servicer appointed
as provided in the Servicing Agreement and this Agreement.


 


“Specially
Serviced Mortgage Loan” shall have the meaning assigned to such term in the Servicing Agreement.


 


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


 






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“Threshold
Event Collateral” shall have the meaning assigned to such term in Section 5(g).


 


“Threshold
Event Cure” shall have the meaning assigned to such term in Section 5(g).


 


“Transfer”
shall mean any sale, assignment, transfer, pledge, syndication, participation, hypothecation, contribution, encumbrance or other
disposition (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar
agreement, excluding a repurchase financing or a Pledge in accordance with Section 19(e)).


 


“Trustee”
shall mean Wilmington Trust, National Association or its successor in interest, or any successor Trustee appointed as provided
in the 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 that is eligible to elect to be treated as a U.S. Person).


 


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


 


“Workout”
shall mean any written modification, waiver, amendment, restructuring or workout of the Mortgage Loan or the Note entered into
with the Mortgage Loan Borrower in accordance with the Servicing Agreement.


 


“Whole
Loan Custodial Account” shall mean the custodial account or subaccount established for the Mortgage Loan pursuant to
the Servicing Agreement.


 


Section
2.          Servicing.


 


(a)       Each
Noteholder acknowledges and agrees that, subject to this Agreement, the Mortgage Loan shall be serviced pursuant to this Agreement
and the Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal
or interest in respect of the Notes other than Note A-1 (and any Non-Lead Master Servicer shall be required to advance monthly
payments of principal and interest on Note A-2 or Note A-3, as applicable, pursuant to the terms of the Non-Lead Securitization
Servicing Agreement) if such principal or interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance
delinquent real estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance
and enforcement of the lien of the Mortgage thereon, subject to the terms of the Servicing Agreement. Each Junior Noteholder acknowledges
that each Senior Noteholder may elect, in its sole discretion, to include its Senior Note in a Securitization and agrees that
it will


 






    24 


    


    

 


reasonably cooperate with the applicable Senior Noteholder, at such Senior Noteholder’s sole cost and expense (including,
without limitation, attorney’s fees), to effect such Securitization. Subject to the terms and conditions of this Agreement,
each Noteholder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer, Special Servicer and
the Trustee under the Servicing Agreement by the Depositor and agrees to reasonably cooperate with the Master Servicer and the
Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement and the terms and
provisions of this Agreement. Each Noteholder hereby appoints the Master Servicer, the Special Servicer and the Trustee in the
Lead Securitization as such Noteholder’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 Servicing Agreement (subject at all times to the rights
of the Noteholders set forth herein and in the Servicing Agreement). In no event shall the Servicing Agreement require the Servicer
to enforce the rights of any Noteholder against any other Noteholder or limit the Servicer in enforcing the rights of one Noteholder
against any other Noteholder; however, this statement shall not be construed to otherwise limit the rights of one Noteholder with
respect to any other Noteholder.


 


(b)       The
then Controlling Noteholder shall be entitled to exercise any notice and consent rights of the “directing holder,”
“directing certificateholder,” “controlling class,” “controlling class representative” or
any analogous class or holder under the Servicing Agreement except to the extent such Noteholder is expressly prohibited from
exercising such rights under the terms of this Agreement in its capacity as the Controlling Noteholder.


 


(c)       In
no event may the Servicing Agreement change the interest allocable to, or the amount or timing of any payments due to, the
Controlling Noteholder or materially increase the Controlling Noteholder’s obligations or materially decrease the Controlling
Noteholder’s rights, remedies or protections hereunder.


 


(d)       The
Servicing Agreement shall contain provisions to the effect that:


 


(i)          if
an event of default under the Servicing Agreement has occurred (A) with respect to the Master Servicer under the Servicing Agreement
that affects a Noteholder or any class of commercial mortgage securities backed by a Note or a participation interest in a Note,
and the Master Servicer is not otherwise terminated under the Servicing Agreement, then the Junior Noteholders or the Junior Operating
Advisor acting on behalf of the Junior Noteholders (if the Junior Noteholders is the Controlling Noteholder) shall be entitled
to direct the Trustee to appoint a sub-servicer solely with respect to the Mortgage Loan (or if the Mortgage Loan is currently
being sub-serviced, to replace the current sub-servicer, but only if such original sub-servicer is in default under the related
sub-servicing agreement); and (B) the appointment (or replacement) of a sub-servicer with respect to the Mortgage Loan, as contemplated
in clause (A) above, will in any event be subject to written confirmation from each Rating Agency that such appointment 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 any Securitization;


 






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(ii)         any
payments received on the Mortgage Loan shall be paid by the Master Servicer to each of the Noteholders on the “master servicer
remittance date” under the Servicing Agreement;


 


(iii)        the Controlling Noteholder shall be entitled to receive, and the Master Servicer and the Special Servicer
shall provide access to, any information relating to the Mortgage Loan, the Mortgage Loan Borrower or the Mortgaged Property that
is required to be provided to (i) the Controlling Noteholder or (ii) to holders of the securities issued by the Lead Securitization
Trust pursuant to the terms and conditions of the Servicing Agreement, including, without limitation, standard CREFC reports and
Asset Status Reports, provided that if an interest in the Controlling Noteholder or the related Note is held by the Mortgage Loan
Borrower or a Mortgage Loan Borrower Related Party, then the Controlling Noteholder shall not be entitled to receive the Asset
Status Report or any other information relating to the Special Servicer’s workout strategy or any “excluded information”
or analogous term under the Servicing Agreement;


 


(iv)        each
Noteholder is an intended third party beneficiary in respect of the rights afforded it under the Servicing Agreement and may directly
enforce such rights;


 


(v)         the
Servicing Agreement may not be amended without the consent of each Noteholder if such amendment would materially and adversely
affect its rights thereunder;


 


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


 


(vii)       the
Special Servicer appointed by the Junior Noteholders shall be named as the Special Servicer for the Mortgage Loan under the Servicing
Agreement as of the closing of the Lead Securitization, as long as such Special Servicer satisfies the requirements of the Servicing
Agreement.


 


(e)       Notwithstanding
anything to the contrary contained in this Agreement, any obligation of the Servicer pursuant to the terms hereof shall be performed
by the Master Servicer or the Special Servicer, as applicable, as set forth in the Servicing Agreement.


 


(f)       At
any time after the Securitization Date that the Lead Securitization Note is no longer subject to the provisions of the Servicing
Agreement, the Lead Securitization Noteholder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that
contains servicing provisions which are the same as or more favorable to the Junior Noteholders, in substance, to those in the
Servicing Agreement (including, without limitation, all applicable provisions relating to delivery of information and reports
necessary for any Non-Lead Securitization to comply with any applicable reporting requirements under the Securities Exchange Act
of 1934, as amended) and all references herein to the “Servicing Agreement” shall mean such subsequent servicing agreement;
provided, however, that if any Non-Lead


 






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Securitization
Note is in a Securitization, then a Rating Agency Confirmation shall have been obtained from each Rating Agency with respect to
such subsequent servicing agreement; provided, further, however, that until a replacement servicing agreement
has been entered into, the Lead Securitization Noteholder shall cause the Mortgage Loan to be serviced in accordance with the
servicing provisions set forth in the Servicing Agreement as if such agreement was still in full force and effect with respect
to the Mortgage Loan; provided, however, that the Servicer under the Servicing Agreement shall have no further obligations to
advance monthly payments of principal or interest; provided, further, however, that until a replacement servicing agreement is
in place, the actual servicing of the Mortgage Loan may be performed by any nationally recognized commercial mortgage loan servicer
appointed by Lead Securitization Noteholder and the special servicer appointed by the Controlling Noteholder and does not have
to be performed by the service providers set forth under the Servicing Agreement.


 


(g)       Each
Non-Lead Securitization Noteholder 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 Noteholder shall be responsible for its pro rata share of any Servicing Advances (and advance
interest thereon) and any additional trust fund expenses, but only to the extent that they relate to servicing and administration
of the Notes and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and
Workout Fees relating to the Notes, and that in the event that the funds received with respect to each respective Note are insufficient
to cover such Servicing Advances or additional trust fund expenses, (A) the related Non-Lead Master Servicer will be required
to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, or the Lead Securitization Trust, as applicable, out of general funds in
the collection account (or equivalent account) established under the related Non-Lead Securitization Servicing Agreement for such
Non-Lead Securitization Noteholder’s pro rata share of any such Nonrecoverable Servicing Advances (together with
advance interest thereon) and/or additional trust fund expenses (including compensation due to the Master Servicer and the Special
Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property), and (B) if
the 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 Noteholder’s pro rata share of any such Nonrecoverable Servicing Advances
(together with advance interest thereon) and/or additional trust fund expenses (including compensation due to the Master Servicer
and the Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property);


 






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


 


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


 


(h)       The
Servicing Agreement shall provide that compensating interest payments as defined therein with respect to the Senior Notes will
be allocated by the Master Servicer among each Senior Note, pro rata, in accordance with their respective principal amounts.
The Master Servicer shall remit any compensating interest payment in respect of Note A-2 to the Note A-2 Holder and in respect
of Note A-3 to the Note A-3 Holder, as applicable.


 


(i)       In
the event any filing is required to be made by any Non-Lead Depositor under the related Non-Lead Securitization Servicing Agreement
in order to comply with the Non-Lead Depositor’s requirements under the Securities Exchange Act of 1934, as amended, the
related Non-Lead Securitization Noteholder (including the related Non-Lead Depositor and related Non-Lead Trustee) shall use commercially
reasonable efforts to timely comply with any such filing.


 


(j)       Each
Non-Lead Securitization Noteholder shall give each of the parties to the Servicing Agreement and the Junior Noteholders (that
will not also be a party to the related Non-Lead Securitization Servicing Agreement) notice of the Non-Lead Securitization in
writing


 






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(which may be by e-mail) promptly after the related Non-Lead Securitization Date. Such notice shall contain contact information
for each of the parties to the related Non-Lead Securitization Servicing Agreement. In addition, after the related Non-Lead Securitization
Date, the related Non-Lead Securitization Noteholder shall send a copy of the related Non-Lead Securitization Servicing Agreement
to each of the parties to the Servicing Agreement and the Junior Noteholders.


 


(k)       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 Non-Lead
Master Servicer, the Non-Lead Special Servicer and the Non-Lead Custodian).


 


Section
3.          Subordination of Junior Notes; Payments Prior to a
Sequential Pay Event. The Junior Notes and the rights of the Junior Noteholders to receive payments of interest,
principal and other amounts with respect to the Junior Notes shall at all times be junior, subject and subordinate to the
Senior Notes and the right of the Senior Noteholders to receive payments of interest, principal and other amounts with
respect to the Senior Notes as set forth herein. If no Sequential Pay Event, as determined by the applicable Servicer, shall
have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or
with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof,
whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty,
letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other
than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property
or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent
permitted by the REMIC Provisions) and any other amounts paid by Mortgage Loan Borrower under 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 Advances then due and payable or reimbursable to the Servicer under the Servicing
Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Securitization Operating
Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be
distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at
such times as are set forth in this Agreement):


 


(a)       first,
to each Senior Noteholder, pro rata, in an amount equal to the accrued and unpaid interest on the Senior Note Principal Balance
at the Net Senior Note Rate;


 






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(b)       second,
to each Senior Noteholder on a Pro Rata and Pari Passu Basis in an amount equal to the Senior Note Percentage Interests of principal
payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until the Senior Note
Principal Balance has been reduced to zero; provided, that with respect to any Insurance Proceeds or Condemnation Proceeds
allocated as principal on the Mortgage Loan and payable to the Noteholders pursuant to this Section 3, 100% of such Insurance
Proceeds and Condemnation Proceeds shall be distributed to each Senior Noteholder on a Pro Rata and Pari Passu Basis until the
Senior Note Principal Balance has been reduced to zero;


 


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


 


(d)       fourth,
to each Senior Noteholder on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the applicable Senior Note
Percentage Interest multiplied by (ii) the Senior Note Relative Spread, and (iii) any Prepayment Premium to the extent paid by
the Mortgage Loan Borrower;


 


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


 


(f)       sixth,
to each Junior Noteholder, pro rata, in an amount equal to the accrued and unpaid interest on the Junior Note Principal Balance
at the applicable Net Junior Note Rate;


 


(g)       seventh,
to each Junior Noteholder on a Pro Rata and Pari Passu Basis in an amount equal to the Junior Note Percentage Interest of principal
payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until the Junior Note
Principal Balance has been reduced to zero; provided, that with respect to any Insurance Proceeds or Condemnation Proceeds
allocated as principal on the Mortgage Loan and payable to the Noteholders pursuant to this Section 3, the portion of such
Insurance Proceeds and Condemnation Proceeds remaining after distribution to the Senior Notes pursuant to Section 3(b)
above shall be distributed to the Junior Noteholders until the Junior Note Principal Balance has been reduced to zero;


 


(h)       eighth,
to each Junior Noteholder on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the applicable Junior Note
Percentage Interest multiplied by (ii) the Junior Note Relative Spread and (iii) any Prepayment Premium to the extent paid by
the Mortgage Loan Borrower;


 






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(i)       ninth,
to the extent the Junior Noteholders have made any payments or advances to cure defaults pursuant to Section 11, to reimburse
the Junior Noteholders for all such cure payments;


 


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


 


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


 


(l)       twelfth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to the Senior Noteholders and pro rata to the Junior
Noteholders in accordance with the Senior Note Percentage Interests and the Junior Note Percentage Interests, respectively.


 


Section
4.          Payments Following a Sequential Pay Event. Payments of
interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a
Sequential Pay Event, as determined by the applicable Servicer and as set forth in the Servicing Agreement, shall have
occurred and be continuing, 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
(including without limitation amounts received by the Servicer pursuant to the Servicing Agreement as reimbursements on
account of recoveries in respect of Advances), whether received in the form of Monthly Payments, any proceeds from the sale
or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit
or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds,
awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to
the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC
Provisions) and any other amounts paid by Mortgage Loan Borrower under the Mortgage Loan Documents, but excluding (x) all
amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or
escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to
any Servicer under Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer,
Securitization Operating Advisor, Certificate Administrator or Trustee with respect to this Mortgage Loan pursuant to the
Servicing


 






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Agreement with respect to the Mortgage Loan, shall be distributed by the Servicer in the following order of
priority without duplication (and payments shall be made at such times as are set forth in this Agreement):


 


(a)       first,
to each Senior Noteholder, pro rata, in an amount equal to the accrued and unpaid interest on the Senior Note Principal Balance
at the Net Senior Note Rate;


 


(b)       second,
to each Senior Noteholder, pro rata, based on the outstanding Senior Note Principal Balance, until the Senior Note Principal Balance
has been reduced to zero; provided, that with respect to any Insurance Proceeds or Condemnation Proceeds allocated as principal
on the Mortgage Loan and payable to the Noteholders pursuant to this Section 4, 100% of such Insurance Proceeds and Condemnation
Proceeds shall be distributed to each Senior Noteholder on a Pro Rata and Pari Passu Basis until the Senior Note Principal Balance
has been reduced to zero;


 


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


 


(d)       fourth,
to each Senior Noteholder on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the applicable Senior Note
Percentage Interest multiplied by (ii) the Senior Note Relative Spread, and (iii) any Prepayment Premium to the extent paid by
the Mortgage Loan Borrower;


 


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


 


(f)       fifth,
to each Junior Noteholder, pro rata, in an amount equal to the accrued and unpaid interest on the Junior Note Principal Balance
at the applicable Net Junior Note Rate;


 


(g)       sixth,
to each Junior Noteholder in an amount equal to all amounts allocated as principal on the Mortgage Loan, pro rata, based on the
outstanding Junior Note Principal Balance, until the Junior Note Principal Balance has been reduced to zero; provided,
that with respect to any Insurance Proceeds or Condemnation Proceeds allocated as principal on the Mortgage Loan and payable to
the Noteholders pursuant to this Section 4, the portion of such Insurance Proceeds and Condemnation Proceeds remaining
after distribution to the Senior Notes pursuant to Section 4(b) above shall be distributed to the Junior Noteholders until
the Junior Note Principal Balance has been reduced to zero;


 


(h)       seventh,
to each Junior Noteholder on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the applicable Junior Note
Percentage Interest multiplied


 






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by (ii) the Junior Note Relative Spread and (iii) any Prepayment Premium to the extent paid by
the Mortgage Loan Borrower;


 


(i)       eighth,
to the extent the Junior Noteholder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the
Junior Noteholder for all such cure payments;


 


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


 


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


 


(l)       eleventh,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Senior Noteholder and each Junior Noteholder
in accordance with the Senior Note Percentage Interests and the Junior Note Percentage Interests, respectively.


 


Section
5.          Administration of the Mortgage Loan.


 


(a)       Subject
to this Agreement (including, without limitation, Section 5(f) below) and the Servicing Agreement, and consistent with the Servicing
Standard, the Lead Securitization Noteholder (or any Servicer acting on behalf of the Lead Securitization Noteholder) 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 other Noteholder
shall have any voting, consent or other rights whatsoever with respect to the Lead Securitization Noteholder’s administration
of, or exercise of its rights and remedies with respect to, the Mortgage Loan except as set forth in this Agreement and the Servicing
Agreement including the rights of the Junior Noteholders in their capacity as the Controlling Noteholder to consent to the Major
Decisions. Subject to this Agreement and the Servicing Agreement (including, without limitation, Section 5(f) below), and consistent
with the Servicing Standard, each Junior Noteholder agrees that it shall have no right to, and hereby presently and irrevocably
assigns


 






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and conveys to the Lead Securitization Noteholder (or any Servicer acting on behalf of the Lead Securitization Noteholder)
the rights, if any, that such Junior Noteholder has to, (i) call or cause the Lead Securitization Noteholder 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 Noteholder to file any bankruptcy petition
against the Mortgage Loan Borrower. The Lead Securitization Noteholder (or any Servicer acting on behalf of the Lead Securitization
Noteholder) shall not have any fiduciary duty to the Note A-2 Holder, the Note A-3 Holder or the Junior Noteholder in connection
with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Noteholder from the
obligation to make any disbursement of funds as set forth herein).


 


Subject
to Section 11 and Section 12 hereof, upon the Mortgage Loan becoming a Defaulted Mortgage Loan, each Non-Lead Securitization
Noteholder hereby acknowledges the right and obligation of the Lead Securitization Noteholder (or the Special Servicer acting
on behalf of the Lead Securitization Noteholder) 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 Servicing Agreement, subject to the rights and consents
of the Junior Note Holder in its capacity as the Controlling Note Holder, where required hereunder. In connection with any such
sale (and subject to Section 11 and Section 12 hereof), 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 Servicing Agreement
and shall require that all offers be submitted to the Trustee in writing. Whether any cash offer constitutes a fair price for
the Senior Notes shall be determined by the Servicer or the Trustee, as provided in the Servicing Agreement; provided,
that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at
least two bona fide other offers are received from independent third parties. In determining whether any offer received represents
a fair price for the Senior Notes, the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal
conducted in accordance with the Servicing Agreement within the preceding nine (9) month period or, in the absence of any such
Appraisal, on a new Appraisal. The Trustee shall select the appraiser conducting any such new Appraisal. In determining whether
any such offer constitutes a fair price for the Senior Notes, the Trustee shall instruct the appraiser to take into account (in
addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to the Servicing Agreement),
as applicable, among other factors, the period and amount of any delinquency on the affected the Senior Notes, the occupancy level
and physical condition of the related Mortgaged Property and the state of the local economy. The Trustee may conclusively rely
on the opinion of an Independent appraiser or other Independent expert in real estate matters retained by the Trustee at the expense
of the Noteholders in connection with making such determination. Notwithstanding the foregoing, the Lead Securitization Noteholder
(or the Special Servicer acting on its behalf) shall not be permitted to sell the Senior Notes if they become a Defaulted Mortgage
Loan without the written consent of each Non-Lead Securitization Noteholder (provided that such consent is not required
if such Non-Lead Securitization Noteholder is the Mortgage Loan Borrower or an affiliate of the Mortgage Loan Borrower) unless
the Special Servicer has delivered to such Non-Lead Securitization Noteholder: (a) at least 15 Business Days’ prior written
notice of any decision to attempt to sell the Senior Notes; (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


 






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any
such proposed sale, (c) at least 10 days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage
Loan, and any documents in the Servicing File reasonably requested by the Non-Lead Securitization Noteholder that are material
to the price of the Senior Notes 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 Controlling 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 the Special Servicer in
connection with the proposed sale; provided, that such Non-Lead Securitization Noteholder may waive any of the delivery
or timing requirements set forth in this sentence. Subject to the terms of the Servicing Agreement, each of the Controlling Noteholder,
the Controlling Class Representative, the Junior Noteholders, the Non-Controlling Noteholder (or any controlling class representative
or directing holder on its behalf under the Non-Lead Securitization Servicing Agreement) shall be permitted to bid at any sale
of the Senior Notes unless such Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 


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


 


The
authority and obligation of the Lead Securitization Noteholder to sell the Non-Lead Securitization Note, and the obligations of
the Non-Lead Securitization Noteholder to execute and deliver instruments or deliver the Non-Lead Securitization Note upon request
of the Lead Securitization Noteholder, shall terminate and cease to be of any further force or effect upon the date, if any, upon
which the Lead Securitization Note is repurchased by the Initial Note A-1 Holder from the Lead Securitization Trust in connection
with a material breach of representation or warranty made by the Initial Note A-1 Holder with respect to the Lead Securitization
Note or a material document defect with respect to the documents delivered by the Initial Note A-1 Holder with respect to the
Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence shall not be construed to grant
to the Non-Lead Securitization Noteholder the benefit of any representation or warranty made by the Initial Note A-1 Holder or
any document delivery obligation imposed on the 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 the 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 Servicing Agreement. Each Noteholder agrees to
be bound by the terms of this Agreement and the Servicing Agreement. The Lead Securitization Noteholder (or the Servicer on its
behalf) shall service the Mortgage Loan in accordance with the terms of this


 






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Agreement and the Servicing Agreement, including
without limitation, the rights of the Junior Noteholders set forth in Section 5(f) below and consistent with the Servicing
Standard. Servicing of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially
Serviced Mortgage Loan, by the Special Servicer, in each case pursuant to the Servicing Agreement and consistent with the Servicing
Standard. Notwithstanding anything to the contrary contained herein, in accordance with the Servicing Agreement, the Lead Securitization
Noteholder shall cause the Master Servicer and the Special Servicer to service and administer the Mortgage Loan in accordance
with the Servicing Standard, taking into account the interests of each of the Noteholders as a collective whole (it being understood
that the interest of the Junior Noteholders is subordinate to the interest of the Senior Noteholders, subject to the terms and
conditions of this Agreement, including without limitation the rights of the Controlling Noteholder), and any Junior Noteholder
who is not the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party shall be deemed a third party beneficiary of such
provisions of the Servicing Agreement. The foregoing provisions of this Section 5(b) shall not limit or modify the
rights of the Controlling Noteholder and/or the Junior Operating Advisor to exercise their respective rights specifically set
forth under this Agreement.


 


(c)       Notwithstanding
anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement and this Agreement
(including, without limitation, Sections 5(f) and 6), if the Lead Securitization Noteholder in connection with a
Workout of the Mortgage Loan modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage Loan is
decreased, (ii) the Interest Rate or scheduled amortization payments on such Mortgage Loan are reduced, (iii) payments
of interest or principal on such Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment (other than an
increase in the Interest Rate or increase in scheduled amortization payments) is made to any of the terms of the Mortgage Loan,
all payments to the Senior Noteholders pursuant to Section 3 and Section 4, as applicable, shall be made as though such
Workout did not occur, with the payment terms of the Senior Notes remaining the same as they are on the date hereof. The full
economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such Workout shall
be borne by the Junior Noteholders (up to the amount otherwise due on the Junior Notes). Subject to the Servicing Agreement and
this Agreement (including without limitation Sections 5(f) and 6), in the case of any modification or amendment described
above, the Lead Securitization Noteholder will have the sole authority and ability to revise the payment provisions set forth
in Section 3 and Section 4 above in a manner that reflects the subordination of the Junior Notes to the Senior Notes
with respect to the loss that is the result of such amendment or modification, including: (i) the ability to increase the
Senior Note Percentage Interest and to reduce the Junior Note Percentage Interest in a manner that reflects a loss in principal
as a result of such amendment or modification and (ii) the ability to change the Senior Note Rate and the Junior Note Rate,
as applicable, in order to reflect a reduction in the Interest Rate of the Mortgage Loan but shall not be permitted to change
the order of the clauses set forth in Sections 3 and 4 hereof. Notwithstanding the foregoing, if any Workout, modification or
amendment of the Mortgage Loan extends the original maturity date of the Mortgage Loan, for purposes of this paragraph, the Balloon
Payment will be deemed not to be due on the original maturity date of the Mortgage Loan but will be deemed due on the extended
maturity date of the Mortgage Loan.


 






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(d)       All
rights and obligations of the Lead Securitization Noteholder described hereunder may be exercised by the Servicers on behalf of
the Lead Securitization Noteholder in accordance with the Servicing Agreement and this Agreement. The Controlling Noteholder shall
be provided access to any website that a Privileged Person (other than a Rating Agency) would be permitted to access in accordance
with the procedures set forth in the Servicing Agreement, it being understood and agreed that the Controlling Noteholder is subject
to any restrictions on the access to such websites contained in the Servicing Agreement.


 


(e)       If
any Note is included as an asset of a REMIC, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage
Loan shall be administered such that the Notes shall each 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 Noteholders 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 interests
of the Noteholders 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 Noteholders
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 months after the earliest startup day of any REMIC which includes the Lead Securitization Note (or any portion thereof).
The Noteholders agree that the provisions of this Section 5(e) shall be effected by compliance by the Lead Securitization Noteholder
or its assignees with this Agreement or the Servicing Agreement or any other agreement which governs the administration of the
Mortgage Loan or the Lead Securitization Noteholder’s interests therein. All costs and expenses of compliance with this
Section 5(e), to the extent that such costs and expenses relate to administration of a REMIC or to any determination respecting
the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, shall
be borne by the Senior Noteholders on a Pro Rata and Pari Passu Basis.


 


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


 


(f)          (i)          Subject
to clauses (ii) and (iii) below, prior to the Lead Securitization Noteholder or Servicer taking any consent, modification, amendment
or waiver under or taking any other action in respect of a Mortgage, the Mortgage Loan or the Mortgage


 






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Loan Documents (whether
or not a Servicing Transfer Event has occurred and is continuing) that would constitute a Major Decision, the Servicer shall provide
the Controlling Noteholder (or its Junior Operating Advisor) with at least ten (10) Business Days (or, in the case of a determination
of an Acceptable Insurance Default, 20 days) prior notice requesting consent to the requested Major Decision. Neither the Lead
Securitization Noteholder nor the Servicer shall take any action with respect to such Major Decision (or making a determination
not to take action with respect to such Major Decision), unless and until the Lead Securitization Noteholder or the Servicer,
as applicable, receives the written consent of the Controlling Noteholder (or its Junior Operating Advisor) before implementing
a decision with respect to such Major Decision.


 


The
Controlling Noteholder, may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to
a Mortgage Loan, as the Controlling Noteholder may deem advisable or as to which provision is otherwise made herein or in the
Servicing Agreement; provided that notwithstanding anything herein to the contrary, no such direction or objection contemplated
by this paragraph, may require or cause the Master Servicer or Special Servicer to violate any provision of the Mortgage Loan
the Servicing Agreement, applicable law, this Agreement, or the REMIC Provisions, including without limitation the obligation
of the Master Servicer and the Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Securitization
Trust or the Trustee to liability, or materially expand the scope of the responsibilities of the Master Servicer or the Special
Servicer, as applicable, hereunder or cause the Master Servicer or the Special Servicer, as applicable, to act, or fail to act,
in a manner which in the reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, is not in the
best interests of a certificateholders.


 


(ii)       If
the Lead Securitization Noteholder (or the Servicer acting on its behalf) has not received a response from the Controlling Noteholder
(or its Junior Operating Advisor) with respect to such Major Decision within five (5) Business Days after delivery of the notice
of a Major Decision, the Lead Securitization Noteholder (or the Special Servicer acting on its behalf) shall deliver an additional
copy of the notice of a Major Decision in all caps bold 14-point font: “THIS IS A SECOND NOTICE. FAILURE TO RESPOND WITHIN
FIVE (5) BUSINESS DAYS OF THIS SECOND NOTICE WILL RESULT IN A LOSS OF YOUR RIGHT TO CONSENT WITH RESPECT TO THIS DECISION.”
and if the Controlling Noteholder (or its Junior Operating Advisor) fails to respond to the Lead Securitization Noteholder (or
the Servicer acting on its behalf) with respect to any such proposed action within five (5) Business Days after receipt of such
second notice, the Controlling Noteholder (or its Junior Operating Advisor), as applicable, shall have no further consent rights
with respect to the specific action set forth in such notice. Notwithstanding the foregoing, or if a failure to take any such
action at such time would be inconsistent with the Servicing Standard, the Servicer may take actions with respect to such Mortgaged
Property before obtaining the consent of the Controlling Noteholder (or its Controlling Noteholder Representative) if the Servicer
reasonably determines in accordance with the Servicing Standard that failure to take such actions prior to such consent would
materially and adversely affect the interest of the Noteholders as a collective whole, and the Servicer has made a reasonable
effort to contact the Controlling Noteholder. The foregoing shall not relieve the Lead Securitization Noteholder (or a Servicer
acting on its behalf) of its duties to comply with the Servicing Standard.


 






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(iii)       Notwithstanding
the foregoing, the Lead Securitization Noteholder (or any Servicer acting on its behalf) shall not follow any advice or consultation
provided by the Controlling Noteholder (or its Junior Operating Advisor) that would require or cause the Lead Securitization Noteholder
(or any Servicer acting on its behalf) to violate any applicable law, including the REMIC Provisions, be inconsistent with the
Servicing Standard, require or cause the Lead Securitization Noteholder (or any Servicer acting on its behalf) to violate provisions
of this Agreement or the Servicing Agreement, require or cause the Lead Securitization Noteholder (or any Servicer acting on its
behalf) to violate provisions of the Mortgage Loan, or materially expand the scope of any Lead Securitization Noteholder’s
(or any Servicer acting on its behalf) responsibilities under this Agreement or the Servicing Agreement.


 


The
Special Servicer shall be required to provide copies to each Non-Controlling Noteholder of any notice, information and report
that is required to be provided to the Controlling Noteholder pursuant to the Servicing Agreement with respect to any Major Decisions
within the same time frame such notice, information and report is required to be provided to the Controlling Noteholder (for this
purpose, without regard to whether such items are actually required to be provided to the Controlling Noteholder under the Servicing
Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event (as each such term is defined
in the Servicing Agreement)), and the Special Servicer will be required to consult with each Non-Controlling Noteholder on a strictly
non-binding basis, to the extent having received such notices, information and reports, each Non-Controlling Noteholder requests
consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status
Report, and consider alternative actions recommended by each Non-Controlling Noteholder; provided that after the expiration of
a period of ten (10) Business Days from the delivery to each Non-Controlling Noteholder by the Special Servicer of written notice
of a proposed action, together with copies of the notice, information and reports, the Special Servicer shall no longer be obligated
to consult with such Non-Controlling Noteholders, whether or not such Non-Controlling Noteholders have responded within such ten
(10) Business Day period.


 


(g)       The
Junior Noteholders, if then the Controlling Noteholder shall be entitled to a Control Appraisal Period caused by application of
an Appraisal Reduction Amount upon satisfaction of the following (which must be completed within thirty (30) days of the Special
Servicer’s receipt of a third party Appraisal that indicates such Control Appraisal Period has occurred (which such Appraisal
the Special Servicer will be required to deliver to the Controlling Noteholder within two Business Days of receipt by the Special
Servicer of such third party Appraisal)) together with the Special Servicer’s calculation of the Appraisal Reduction Amount
applicable to the related Junior Note: (i) such Controlling Noteholder shall have delivered Threshold Event Collateral as a supplement
to the appraised value of the Mortgaged Property, in the amount specified in clause (ii) below, to the Servicer, together with
documentation acceptable to the Servicer in accordance with the Servicing Standard to create and perfect a first priority security
interest in favor of the Servicer on behalf of the Senior Noteholders in such collateral (a) cash collateral for the benefit of
the Servicer or (b) an unconditional and irrevocable standby letter of credit with the Senior Noteholders as the beneficiaries,
issued by a bank or other financial institutions the long term unsecured debt obligations of which are rated at least “AA”
by S&P, “A” by Fitch and “Aa2” by Moody’s or the short term obligations of which are rated at
least “A-1+” by S&P, “F-1” by Fitch and “P-1”


 






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by Moody’s (either (a) or (b), the
“Threshold Event Collateral”), and (ii) the Threshold Event Collateral shall be in an amount which, when added
to the appraised value of the Mortgaged Property as determined pursuant to the Servicing Agreement, would cause the applicable
Control Appraisal Period not to occur. If the requirements of this paragraph are satisfied by the Controlling Noteholder (a “Threshold
Event Cure”), no Control Appraisal Period caused by application of an Appraisal Reduction Amount shall be deemed to
have occurred. If a letter of credit is furnished as Threshold Event Collateral, the applicable Controlling Noteholder shall be
required to renew such letter of credit not later than thirty (30) days prior to expiration thereof or to replace such letter
of credit with a substitute letter of credit or other Threshold Event Collateral with an expiration date that is greater than
forty-five (45) days from the date of substitution; provided, however, that, if a letter of credit is not renewed
prior to thirty (30) days prior to the expiration date of such letter of credit, the letter of credit shall provide that the Servicer
may (and at the direction of the applicable Controlling Noteholder, shall) draw upon such letter of credit and hold the proceeds
thereof as Threshold Event Collateral. If a letter of credit is furnished as Threshold Event Collateral, the applicable Controlling
Noteholder shall be required to replace such letter of credit with other Threshold Event Collateral within 30 days if the credit
ratings of the issuing entity are downgraded below the required ratings; provided, however, that, if such Threshold
Event Collateral is not so replaced, the Servicer shall draw upon such letter of credit and hold the proceeds thereof as Threshold
Event Collateral. The Threshold Event Cure shall continue until (i) the appraised value of the Mortgaged Property plus the value
of the Threshold Event Collateral would not be sufficient to prevent a Control Appraisal Period from occurring; or (ii) the occurrence
of a Final Recovery Determination. If the appraised value of the Mortgaged Property, upon any redetermination thereof, is sufficient
to avoid the occurrence of a Control Appraisal Period without taking into consideration any, or some portion of, Threshold Event
Collateral previously delivered by the Controlling Noteholder, any or such portion of Threshold Event Collateral held by the Servicer
shall promptly be returned to such Controlling Noteholder (at its sole expense). Upon a Final Recovery Determination with respect
to the Mortgage Loan, such Threshold Event Collateral shall be available to reimburse each Noteholder for any realized loss pursuant
to Section 3 or 4, as applicable, with respect to the Mortgage Loan after application of the net proceeds of liquidation, not
in excess of the Senior Note Principal Balance and the Junior Note Principal Balance, as the case may be, plus accrued and unpaid
interest thereon at the applicable interest rate and all other Additional Servicing Expenses reimbursable under this Agreement
and under the Servicing Agreement. Any Threshold Event Collateral shall be treated as an “outside reserve fund” for
purposes of the REMIC Provisions and such property (and the right to reimbursement of any amounts with respect thereto from a
REMIC) shall be beneficially owned by the posting Noteholder who shall be taxed on all income with respect thereto. The entire
amount of Threshold Event Collateral, without a haircut or other reduction, shall be considered in determining the sufficiency
of such Threshold Event Collateral to avoid a Control Appraisal Period.


 


(h)       The
applicable Servicer shall obtain appraisals that meet the requirements of, and at the times required pursuant to, the terms of
the Servicing Agreement.


 


Section
6.          Appointment of Junior Operating Advisor.


 






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(a)       Prior
to a Junior Noteholder Control Appraisal Period, the Junior Noteholders shall have the right at any time to appoint an operating
advisor to exercise their rights hereunder (the “Junior Operating Advisor”). The initial Junior Operating Advisor
is set forth in the definition of Junior Operating Advisor. The Junior Noteholders shall have the right in their sole discretion
at any time and from time to time to remove and replace the Junior Operating Advisor. When exercising their various rights under
Section 5 and otherwise pursuant to this Agreement, the Junior Noteholders shall act through the Junior Operating Advisor. No
Person shall rely on any action taken by any Junior Noteholder unless such action is taken through the Junior Operating Advisor.
The Junior Operating Advisor may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage
Loan Borrower), including, without limitation, any Junior Noteholder, any officer or employee of any Junior Noteholder, any Affiliate
of the Junior Noteholders or any other unrelated third party. No such Junior Operating Advisor shall owe any fiduciary duty or
other duty to any other Person (other than the Junior Noteholders). All actions that are permitted to be taken by the Junior Noteholders
under this Agreement shall be taken by the Junior Operating Advisor acting on behalf of the Junior Noteholders and the Lead Securitization
Noteholder (and any Servicer) will accept such actions of the Junior Operating Advisor as actions of the Junior Noteholders. Lead
Securitization Noteholder (or any Servicer on its behalf) may rely upon the appointment of the initial Junior Operating Advisor
and shall not be required to recognize any Person (other than the initial Junior Operating Advisor) as an Junior Operating Advisor
until the Junior Noteholders have notified the Lead Securitization Noteholder (and any Servicer) of such appointment and, if the
Junior Operating Advisor is not the same Person as any Junior Noteholder, the Junior Operating Advisor provides the Lead Securitization
Noteholder (and any Servicer) with written confirmation of its acceptance of such appointment, an address, any fax number and
any email address 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, telephone numbers, any fax numbers
and any email addresses). The Lead Securitization Noteholder shall promptly deliver such information to any Servicer.


 


(b)       Neither
the Junior Operating Advisor nor any Junior Noteholder will have any liability to the other Noteholders or any other Person for
any action taken, or for refraining from the taking of any action pursuant to this Agreement or the Servicing Agreement, or for
errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence.
The Noteholders agree that the Junior Operating Advisor and the Junior Noteholders (whether acting in place of the Junior Operating
Advisor when no Junior Operating Advisor shall have been appointed hereunder or otherwise exercising any right, power or privilege
granted to such Junior Noteholders hereunder) may take or refrain from taking actions that favor the interests of one Noteholder
over any other Noteholder, and that the Junior Operating Advisor may have special relationships and interests that conflict with
the interests of a Noteholder and, absent willful misfeasance, bad faith or gross negligence on the part of the Junior Operating
Advisor or the Junior Noteholders, as the case may be, agree to take no action against the Junior Operating Advisor, such Junior
Noteholders or any of their respective officers, directors, employees, principals or agents as a result of such special relationships
or interests, and that neither the Junior Operating Advisor nor any such Junior Noteholder 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


 






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rights by reason of its having acted or refrained from acting solely in the interests of any Noteholder.


 


(c)       If
the Lead Securitization Noteholder is the Controlling Noteholder, the Junior Noteholders acknowledge and agree that all of the
aforementioned rights and obligations of the Controlling Noteholder and the Junior Operating Advisor set forth in Section 5(f)
and 5(g) and this Section 6 shall be exercisable by the Lead Securitization Noteholder (or the applicable Person specified
in the Servicing Agreement) to the extent set forth in the Servicing Agreement.


 


Section
7.          Special Servicer. The Controlling Noteholder (or its
Junior Operating Advisor), at its expense (including, without limitation, the reasonable costs and expenses of counsel to any
third parties and costs and expenses of the terminated Special Servicer), shall have the right to appoint a replacement
Special Servicer with respect to the Mortgage Loan. The Controlling Noteholder (or its Junior Operating Advisor) shall be
entitled to terminate the rights and obligations of the Special Servicer under the Servicing Agreement, with or without
cause, upon at least ten (10) Business Days’ prior written notice to the Special Servicer (provided, however, that the
Controlling Noteholder, the Junior Operating Advisor and/or the Junior Noteholders shall not be liable for any termination or
similar fee in connection with the removal of the Special Servicer in accordance with this Section 7); such termination not
be effective unless and until (A) each Rating Agency delivers a Rating Agency Confirmation with respect to each Senior Note
(to the extent any portion of the Mortgage Loan has been securitized); (B) the initial or successor Special Servicer has
assumed in writing (from and after the date such successor Special Servicer becomes the Special Servicer) all of the
responsibilities, duties and liabilities of the Special Servicer under the Servicing Agreement from and after the date it
becomes the Special Servicer as they relate to the Mortgage Loan pursuant to an assumption agreement reasonably satisfactory
to the Trustee; and (C) the Trustee shall have received an opinion of counsel reasonably satisfactory to the Trustee to the
effect that (x) the designation of such replacement to serve as Special Servicer is in compliance with the Servicing
Agreement, (y) such replacement will be bound by the terms of the Servicing Agreement with respect to such Mortgage Loan and
(z) subject to customary qualifications and exceptions, the applicable Servicing Agreement will be enforceable against such
replacement in accordance with its terms. The Lead Securitization Noteholder shall promptly provide copies to any
terminated Special Servicer of the documents referred to in the preceding sentence.


 


Section
8.          Payment Procedure.


 


(a)       The
Lead Securitization Noteholder (or the Servicer on its behalf), in accordance with the priorities set forth in Section 3 or 4,
as applicable, and subject to the terms of the Servicing Agreement, shall deposit or cause to be deposited all payments allocable
to the Notes to the Collection Account or Whole Loan Custodial Account for the Notes established pursuant to the Servicing Agreement.
The Lead Securitization Noteholder (or the Servicer on its behalf) shall establish a segregated sub-account for amounts due to
the each Noteholder. The Lead Securitization Noteholder (or the Servicer acting on its behalf) shall deposit such amounts to the
applicable account within two (2) Business Days following the Lead Securitization Noteholder’s (or the Servicer’s
acting on its behalf) receipt of properly identified and available funds from or on behalf of the Mortgage Loan Borrower.


 






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(b)       If
the Lead Securitization Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at
any time that any amount received or collected in respect of a Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance,
preference or similar law, be returned to the Mortgage Loan Borrower or paid to such Noteholder or any Servicer or paid to any
other Person, then, notwithstanding any other provision of this Agreement, a Lead Securitization Noteholder (or the Servicer on
its behalf) shall not be required to distribute any portion thereof to such Noteholder and such Noteholder will promptly on demand
by the Lead Securitization Noteholder (or the Servicer on its behalf) repay to the Lead Securitization Noteholder (or the Servicer
on its behalf) any portion thereof that the Lead Securitization Noteholder (or the Servicer on its behalf) shall have theretofore
distributed to such Noteholder, together with interest thereon at such rate, if any, as the Lead Securitization Noteholder shall
have been required to pay to any Mortgage Loan Borrower, the Master Servicer, Special Servicer, any other Noteholder or such other
Person with respect thereto.


 


(c)       If,
for any reason, the Lead Securitization Noteholder (or the Servicer on its behalf) makes any payment to the Junior Noteholders
before the Lead Securitization Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood
that the Lead Securitization Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization
Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within three (3) Business Days of its payment
to the Junior Noteholders, such Junior Noteholders will, at the Lead Securitization Holder’s (or the Servicer’s on
its behalf) request, promptly return that payment to the Lead Securitization Noteholder (or the Servicer on its behalf).


 


(d)       Each
Noteholder 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 will promptly remit such excess to the Lead Securitization Holder (or the Servicer
on its behalf) subject to this Agreement and the Servicing Agreement and to be distributed pursuant to the terms of this Agreement.
The Lead Securitization Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from
Non-Lead Securitization Noteholders and Junior Noteholders with respect to the Mortgage Loan against any future payments due to
the Non-Lead Securitization Noteholders and the Junior Noteholders under the Mortgage Loan, provided, that each Noteholder’s
obligations under this Section 8 are separate and distinct obligations from one another and in no event shall the Lead Securitization
Noteholder (or the Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder. Each Noteholder’s
obligations under this Section 8 constitute absolute, unconditional and continuing obligations.


 


Section
9.          Limitation on Liability of the Noteholders. No
Noteholder shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross
negligence, willful misconduct or breach of this Agreement on the part of such Noteholder.


 


The
Junior Noteholders acknowledge that, subject to the terms and conditions hereof and the obligation of the Lead Securitization
Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead


 






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Securitization
Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may
have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Junior Noteholders
and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Junior Noteholders
in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder
to exercise such rights other than as described above; provided, however, that such Servicer must act in accordance
with the Servicing Standard.


 


Each
Junior Noteholder acknowledges that each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) may exercise, or
omit to exercise, any rights that such Non-Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement
in a manner that may be adverse to the interests of such Junior Noteholder and that any Non-Lead Securitization Noteholder (including
any Non-Lead Servicer) shall have no liability whatsoever to such Junior Noteholder in connection with any Non-Lead Securitization
Noteholder’s exercise of rights or any omission by a Non-Lead Securitization Noteholder to exercise such rights other than
as described above.


 


The
Controlling Note Holder shall have no liability to the other Note Holders or any other party for any action taken, or for refraining
from the taking of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the
Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance,
bad faith or gross negligence. The Note Holders agree that the Controlling Note Holder may take or refrain from taking actions,
or give or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holders, and that the
Controlling Note Holder may have special relationships and interests that conflict with the interests of another Note Holder and,
absent willful misconduct, bad faith or gross negligence on the part of the Controlling Note Holder, agree to take no action against
the Controlling Note Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships
or interests, and that the Controlling Note Holder shall not be deemed to have been grossly negligent or reckless, or to have
acted in bad faith or engaged in willful misconduct 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.


 


Each
Noteholder acknowledges that, subject to the terms and conditions hereof, any other Noteholder may exercise, or omit to exercise,
any rights that such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the
interests of the other Noteholders and that such Noteholder shall have no liability whatsoever to any other Noteholder in connection
with the such Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided,
however, that such Noteholder shall not be protected against any liability to any other Noteholder that would otherwise
be imposed by reason of willful misfeasance, bad faith or gross negligence.


 


Section
10.          Bankruptcy. Subject to the provisions of Section 5(f)
hereof and the Servicing Standard, each Noteholder hereby covenants and agrees that only the Lead Securitization Noteholder
(or the Servicer on its behalf) has the right to institute, file, commence,


 






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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.
Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder further agrees that only the
Lead Securitization Noteholder, as a creditor, 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. Subject to the provisions of Section 5(f)
hereof, the Noteholders hereby appoint the Lead Securitization Noteholder as their agent, and grant to the Lead
Securitization Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of
exercising any and all rights and taking any and all actions available to each of the Note A-2 Holder, the Note A-3 Holder,
the Note B-1 Holder, the Note B-2 Holder and the Note B-3 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 Noteholders, hereby agree that, upon the request of the Lead Securitization Noteholder but
subject to the provisions of Section 5(f), such Noteholder shall execute, acknowledge and deliver to the Lead Securitization
Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Noteholder may reasonably
request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by any Servicer in
connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.


 


Section
11.          Cure Rights of the Junior Noteholders.


 


(a)       Subject
to Section 11(b) below, and prior to a Junior Noteholder Control Appraisal Period, in the event that the Mortgage Loan Borrower
fails to make any payment of principal or interest on the Mortgage Loan by the end of the applicable grace period (the “Grace
Period”) for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”),
the Lead Securitization Noteholder shall provide written notice to the Junior Noteholders and the Junior Operating Advisor of
such default (the “Monetary Default Notice”). The Junior Noteholders shall have the right, but not the obligation,
to cure such Monetary Default within ten (10) calendar days after receiving the Monetary Default Notice (the “Cure Period”)
and at no other times. The Monetary Default Notice shall contain a statement in boldface font that the Junior Noteholders’
or the Junior Operating Advisor’s failure to cure such Monetary Default within ten (10) calendar days after receiving such
notice will result in the termination of the right to cure such Monetary Default. At the time a payment is made to cure a Monetary
Default, the Junior Noteholders shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether
or not recoverable with respect to the Senior Notes, including principal and interest advances made with respect to Note A-2 or
Note A-3 under any Non-Lead Securitization Servicing Agreement), interest payable on Advances, any unpaid fees to any Servicer
and any Additional Servicing Expenses. The Junior


 






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Noteholders shall not be required, in order to effect a cure hereunder, to pay
any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure
payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by the Lead Securitization
Noteholder or the Non-Lead Securitization Noteholder (including for purposes of (i) the definition of “Sequential Pay
Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents
or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings
with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided
that such limitation shall not prevent the Lead Securitization Noteholder from collecting Default Interest or late charges
from the Mortgage Loan Borrower. Any amounts advanced by a Noteholder on behalf of the Mortgage Loan Borrower to effect any cure
shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable.


 


(b)       Notwithstanding anything to the contrary contained in Section 11(a), the Junior Noteholders’ right
to cure a Monetary Default or Non-Monetary Default shall be limited to a combined total of six (6) cures of Monetary Defaults,
no more than three (3) of which may be consecutive, or Non-Monetary Defaults over the term of the Mortgage Loan. Additional Cure
Periods shall only be permitted with the consent of the Lead Securitization Noteholder.


 


(c)       No
action taken by the Junior Noteholders in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower
of its obligations under the Mortgage Loan Documents and the Senior Noteholders’ rights under the Mortgage Loan Documents
shall not be waived or prejudiced by virtue of the Junior Noteholders’ actions under this Agreement. Subject to the terms
of this Agreement, the Junior Noteholders shall be subrogated to the Senior Noteholders’ rights to any payment owing to
the Senior Noteholders for which the Junior Noteholders make a cure payment as permitted under this Section 11 but such subrogation
rights may not be exercised against the Mortgage Loan Borrower until 91 days after the Note is paid in full.


 


(d)       Prior
to a Junior Noteholder Control Appraisal Period, if an Event of Default (other than a Monetary Default) occurs and is continuing
under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder shall provide
notice of such Non-Monetary Default to the Junior Noteholders and the Junior Operating Advisor of such Non-Monetary Default (the
“Non-Monetary Default Notice”) and the Junior Noteholders shall have the right, but not the obligation, to
cure such Non-Monetary Default until the later of (a) the same period of time as the Mortgage Loan Borrower under the Mortgage
Loan Documents, without regard for the date of receipt by the Junior Noteholders of the Non-Monetary Default Notice, and (b) at
least 30 days from the date of such Non-Monetary Default, to cure such Non-Monetary Default; provided, however,
if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was
promptly commenced and is being diligently pursued by the Junior Noteholders, the Junior Noteholders shall be given an additional
period of time as is reasonably necessary to enable the Junior Noteholders in the exercise of due diligence to cure such Non-Monetary
Default for so long as (i) the Junior Noteholders diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii)
the Junior Noteholders make all cure payments that it is permitted to make in accordance with the terms and provisions of Section
11(a) hereof, (iii) such additional


 






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period of time does not exceed ninety (90) days, (iv) such Non-Monetary Default is not caused
by an Insolvency Proceeding or during such period of time that the Junior Noteholders have to cure a Non-Monetary Default in accordance
with this Section 11(d) (the “Non-Monetary Default Cure Period”), an Insolvency Proceeding does not occur and
(v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged
Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default
Notice shall contain a statement in boldface font that the Junior Noteholders’ or the Junior Operating Advisor’s failure
to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result
in the termination of the right to cure such Non-Monetary Default. The Junior Noteholders shall not contact the Mortgage Loan
Borrower in order to effect any cures under Sections 11(a) or this 11(d) without the prior written consent of the Lead Securitization
Noteholder.


 


Section
12.          Purchase of the Senior Notes By the Junior Noteholders.
The Junior Noteholders (or the Junior Operating Advisor acting on their behalf) shall have the right, by written notice to
each Senior Noteholder (a “Noteholder Purchase Notice”), delivered at any time an Event of Default under
the Mortgage Loan has occurred and is continuing, to purchase, in immediately available funds, the Senior Notes in whole but
not in part at the applicable Defaulted Mortgage Loan Purchase Price. For avoidance of doubt, if the Junior Noteholders
elects to exercise its right to purchase a Note pursuant to this Section 12, it must purchase each Senior Note. Upon the
delivery of the Noteholder Purchase Notice to each Senior Noteholder, the Senior Noteholders shall sell (and the Junior
Noteholders shall purchase) the Senior Notes at the applicable Defaulted Mortgage Loan Purchase Price, on a date (the
“Defaulted Note Purchase Date”) not more than forty-five (45) days after the date of the Noteholder
Purchase Notice, as shall be mutually established by the Note A-1 Holder and the Junior Noteholders. The Noteholder Purchase
Notice shall contain a statement in boldface font that the Junior Noteholder’s failure to purchase the Senior Notes on
a Defaulted Note Purchase Date will result in the termination of such right in respect of the Event of Default that caused
such purchase right to be exercisable by the Junior Noteholders and not in respect of any future Event of Default. The Junior
Noteholders agree that the sale of the Senior Notes shall comply with all requirements of the Servicing Agreement and that
all costs and expenses related thereto shall be paid by the Junior Noteholders. The Defaulted Mortgage Loan Purchase Price
shall be calculated by the Lead Securitization Noteholder (or the Servicer on its behalf) three (3) Business Days prior to
the Defaulted Note Purchase Date (and such calculation shall be accompanied by a listing of all amounts included in the
Defaulted Mortgage Loan Purchase Price), and shall, absent manifest error, be binding upon the Junior
Noteholders. Concurrently with the payment to the Senior Noteholders in immediately available funds of its respective portion
of the applicable Defaulted Mortgage Loan Purchase Price, the Senior Noteholders will execute at the sole cost and expense of
the Junior Noteholders in favor of the Junior Noteholders assignment documentation in form and substance reasonably
satisfactory to the Junior Noteholders which will assign the Senior Notes and the Mortgage Loan Documents without recourse,
representations or warranties (except the Senior Noteholders shall represent and warrant that it had good and marketable
title to, was the sole owner and holder of, and had power and authority to deliver the Mortgage Loan or Note, as applicable,
free and clear of all liens and encumbrances (other than the interest created by the Junior Notes)). Subject to
Section 5(f) hereof, the right of the Junior Noteholders to purchase the Senior Notes shall automatically


 






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terminate upon
a foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure with respect to the Mortgaged Property
(and the Lead Securitization Noteholder shall give the Junior Noteholders ten (10) days’ prior written notice of
its intent with respect to such action). Notwithstanding the foregoing sentence, if title to the Mortgaged Property is
transferred to the Lead Securitization Noteholder (or a designee on its behalf), in a manner commonly known as “the
borrower turning over the keys” and not otherwise in connection with a consummation by the Lead
Securitization Noteholder of a foreclosure sale or sale by power of sale or acceptance of a deed in lieu of foreclosure, less
than fifteen (15) days after the acceleration of the Mortgage Loan, the Lead Securitization Noteholder shall notify the
Junior Noteholders of such transfer and the Junior Noteholders shall have a fifteen (15) day period from the date of
such notice from the Lead Securitization Noteholder to deliver the Noteholder Purchase Notice to the Senior Noteholders, in
which case the Junior Noteholders will be obligated to purchase the Mortgaged Property, in immediately available funds,
within such fifteen (15) day period at the applicable Defaulted Mortgage Loan Purchase Price.


 


Section
13.          Representations of the Junior Noteholders. Each Junior
Noteholder represents, and it is specifically understood and agreed, that it is acquiring its Junior Note for its own account
in the ordinary course of its business and the Senior Noteholders shall otherwise have no liability or responsibility to any
Junior Noteholder except as expressly provided herein or for actions that are taken or omitted to be taken by the Senior
Noteholders that constitute gross negligence or willful misconduct or that constitute a breach of this Agreement. Each Junior
Noteholder 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 its charter or any law or
contractual restriction binding upon any Junior Noteholder, and that this Agreement is the legal, valid and binding
obligation of each Junior Noteholder enforceable against each Junior Noteholder 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 Junior Noteholder represents and warrants
that it is duly organized, validly existing, in good standing and possesses of all licenses and authorizations necessary to
carry on its business. Each Junior Noteholder represents and warrants that (a) this Agreement has been duly executed and
delivered by each Junior Noteholder, (b) to each Junior Noteholder’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 each Junior Noteholder have been obtained or made and (c) to each Junior
Noteholder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental
investigation against the respective Junior Noteholder, an adverse outcome of which would materially and adversely affect its
performance under this Agreement.


 


Each
Junior Noteholder acknowledges that the Senior Noteholders do not owe any Junior Noteholder any fiduciary duty with respect to
any action taken under the Mortgage Loan Documents and, except as provided herein, need not consult with the Junior Noteholders
with respect to any action taken by the Senior Noteholders in connection with the Mortgage Loan.


 






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Each
Junior Noteholder expressly and irrevocably waives for itself and any Person claiming through or under any Junior Noteholder any
and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions
of any similar law which purports to give a junior loan noteholder the right to initiate any loan enforcement or foreclosure proceedings.


 


Section
14.          Representations of the Senior Noteholders. Each Senior
Noteholder represents and warrants that the execution, delivery and performance of this Agreement is within its respective
corporate powers, has been duly authorized by all necessary corporate action, and does not contravene any Senior
Noteholder’s charter or any law or contractual restriction binding upon such Senior Noteholder, and that this Agreement
is the legal, valid and binding obligation of each Senior Noteholder enforceable against it in accordance with its terms.
Each Senior Noteholder represents and warrants that it is duly organized, validly existing, in good standing and possession
of all licenses and authorizations necessary to carry on its respective business. Each Senior Noteholder represents and
warrants (as to itself) that (a) this Agreement has been duly executed and delivered by such Senior Noteholder, (b) to such
Senior Noteholder’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 Senior
Noteholder has been obtained or made and (c) to such Senior Noteholder’s actual knowledge, there is no pending action,
suit or proceeding, arbitration or governmental investigation against such Senior Noteholder, an adverse outcome of which
would materially and adversely affect its performance under this Agreement.


 


Each
Senior Noteholder acknowledges that the Junior Noteholders do not owe such Senior Noteholder any fiduciary duty with respect to
any action taken under the Mortgage Loan Documents.


 


Section
15.          Independent Analysis of the Noteholders. Each
Noteholder acknowledges that it has, independently and without reliance upon any other Noteholder, except with respect to the
representations and warranties provided by the Initial Noteholders herein, and based on such documents and information as it
has deemed appropriate, made its own credit analysis and decision to purchase its respective Note and each Noteholder accepts
responsibility therefor. Each Noteholder hereby acknowledges that, other than the representations and warranties provided
herein, no Noteholder has made representations or warranties with respect to the Mortgage Loan, subject to such
representations and warranties as provided by the Noteholders herein, and that the Noteholders shall have no responsibility
for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage
Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to any Noteholder in
connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or
to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. Each Noteholder
assumes all risk of loss in connection with respect to its Note except as specifically set forth herein.


 


Section
16.          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 among any of the Noteholders as a partnership,


 






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association, joint venture or other entity. The
Senior Noteholders shall have no obligation whatsoever to offer to the Junior Noteholders the opportunity to purchase a note
interest in any future loans originated by any Senior Noteholder or their Affiliates and if any Senior Noteholder chooses to
offer to any Junior Noteholder the opportunity to purchase a note interest in any future mortgage loans originated by any
Senior Noteholder or their Affiliates, such offer shall be at such purchase price and interest rate as such Senior Noteholder
chooses, in its sole and absolute discretion. No Junior Noteholder shall have any obligation whatsoever to purchase from any
Senior Noteholder a note interest in any future loans originated by any Senior Noteholder or their Affiliates.


 


Section
17.          Not a Security. The Junior Notes shall not be deemed to
be securities within the meaning of the Securities Act of 1933 or the Securities Exchange Act of 1934.


 


Section
18.          Other Business Activities of the Noteholders. Each Noteholder
acknowledges that each other Noteholder or its Affiliates may make loans or otherwise extend credit to, and generally engage in
any kind of business with, the Mortgage Borrower, a manager of a Mortgaged Property, or any direct or indirect parent or Affiliate
thereof, any entity that is a holder of debt secured by direct or indirect ownership interests in the Mortgage Loan Borrower or
any Affiliate thereof or any entity that is a holder of a preferred equity interest in the Mortgage Loan Borrower or any Affiliate
thereof (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
19.          Sale of the Notes.


 


(a)       Each
Junior Noteholder agrees that it will not Transfer all or any portion of its Junior Note except that any Junior Noteholder shall
have the right to Transfer its respective Note, or any portion thereof, (i) to a Qualified Institutional Lender; provided, that
promptly after the Transfer, the Senior Noteholder is provided with (x) a representation from a transferee or such Junior Noteholder
certifying that such transferee is a Qualified Institutional Lender and (y) a copy of the assignment and assumption agreement
referred to in Section 20, and such transfer would not cause any Junior Note to be held by more than five persons nor cause there
to be no one person owning a majority of any Junior Note (provided that, for so long as any Junior Noteholders are a Common
Control Parties, such Junior Noteholders will be count as one person for the purposes of this Section 19), and (ii) to
an entity that is not a Qualified Institutional Lender; provided that such Junior Noteholder obtains (1) prior to any Securitization,
the consent of the Lead Securitization Noteholder or (2) after any Securitization, Rating Agency Confirmation from each Securitization
then outstanding; provided that in each of case (1) and (2), (x) promptly after the Transfer, the Lead Securitization Noteholder
is provided with a copy of the assignment and assumption agreement referred to in Section 20 and (y) such transfer would not cause
such Junior Note to be held by more than five persons nor cause there to be no one person owning a majority of any Junior Note
(provided that, for so long as any Junior Noteholders are Common Control Parties, such Junior Noteholders will be count
as one person for the purposes of this Section 19). If any Junior Note is held by more than one Junior Noteholder at any
time, the holders of a majority of the Junior Note Principal


 






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Balance shall immediately appoint a representative to exercise all
rights of the Junior Note hereunder. Notwithstanding the foregoing, without each Senior Noteholder’s prior consent, which
may be withheld in such Senior Noteholder’s sole discretion, no Junior Noteholder shall Transfer all or any portion of its
Junior 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 applicable Junior Noteholder agrees it will pay the expenses
of the Lead Securitization Noteholder (including all expenses of the Master Servicer and the Special Servicer) in connection with
any such Transfer.


 


(b)       Notwithstanding
the foregoing, any Junior Noteholder shall have the right, without the need to obtain the consent of the Senior Noteholders or
any other Person, to Transfer 49% or less (in the aggregate, taking into account all prior transfers) of its interest in the Junior
Notes to any Person; provided that any such Transfer shall be made in accordance with the terms of this Section 19;
provided, further that the Junior Noteholders shall not Transfer all or any portion of the Junior Note to the Mortgage
Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall be void ab initio, absolutely null and void
and shall vest no rights in the purported transferee. All Transfers under Section 19(a) and (b) shall be made upon written notice
to the Senior Noteholders not later than the date of such Transfer, and each transferee shall (i) execute an assignment and
assumption agreement whereby such transferee assumes all or a ratable portion, as the case may be, of the obligations of the Junior
Noteholders hereunder with respect to the Junior Notes from and after the date of such assignment (or, in the case, of a pledge,
collateral assignment or other encumbrance made in accordance with Section 19(e) by the Junior Noteholders of the Junior Notes
solely as security for a loan to the Junior Noteholders made by a third-party lender whereby the Junior Noteholders remains fully
liable under this Agreement, on or before the date on which such third-party lender succeeds to the rights of the Junior Noteholders
by foreclosure or otherwise, such third-party lender executes an agreement that such third-party lender shall be bound by the
terms and provisions of this Agreement and the obligations of the Junior Noteholders hereunder) and (ii) agree in writing to be
bound by the Servicing Agreement, unless the Servicing Agreement is not then in effect with respect to the Mortgage Loan, in which
event the parties will enter into or agree to be bound by any replacement servicing agreement therefor in accordance with the
provisions hereof. Upon the consummation of a Transfer of all or any portion of any Junior Note in accordance with this Agreement,
the transferring Person shall be released from all liability arising under this Agreement with respect to such Junior Note (or
the portion thereof that was the subject of such Transfer), for the period after the effective date of such Transfer (it being
understood and agreed that the foregoing release shall not apply in the case of a sale, assignment, transfer or other disposition
of a participation interest in the Junior Notes as described in clause (c) below). In connection with any such permitted transfer
of a portion of the Junior Notes and for all purposes of this Agreement, the Senior Noteholders need only recognize the majority
holders of the Junior Notes for purposes of notices, consents and other communications between the Senior Noteholders and such
majority holders of the Junior Notes shall be the only Person authorized hereunder to exercise any rights of the Junior Noteholders
under this Agreement; provided, however, the majority holders of the Junior Notes may from time to time designate
any other Person as an additional party entitled to receive notices, consents and other communications and/or to exercise rights
on behalf of the Junior Noteholders hereunder by delivering written notice thereof to the Senior Noteholders, and, from and after
delivery of such notice, such designee shall be so authorized hereunder and shall be


 






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the only party entitled to receive such notices,
consents and such other communications and/or to exercise such rights.


 


(c)       In
the case of any sale, assignment, transfer or other disposition of a participation interest in a Note, (i) such Noteholder’s
obligations under this Agreement shall remain unchanged, (ii) such Noteholder shall remain solely responsible for the performance
of such obligations, (iii) the other Noteholder and any Persons acting on its behalf shall continue to deal solely and directly
with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement and the Servicing
Agreement, and (iv) all amounts payable hereunder shall be determined as if such Noteholder had not sold such participation interest;
provided, however, that if the applicable participant is a Qualified Institutional Lender (and delivers to the other
Noteholder a certification from an authorized officer confirming its status as a Qualified Institutional Lender), such Noteholder,
by written notice to the other Noteholder, may delegate to such participant such Noteholder’s right to exercise the rights
of the Controlling Noteholder hereunder and under the Servicing Agreement; provided, further, however, that
upon the occurrence of a Junior Noteholder Control Appraisal Period, the aforesaid delegation of rights shall terminate and be
of no further force and effect.


 


(d)       Each
Senior Noteholder shall have the right to Transfer all or any portion of the Senior Note without the prior consent of the Junior
Noteholder (i) with respect to any Non-Lead Securitization Note prior to an Event of Default, to any party other than the Mortgage
Loan Borrower or any Mortgage Loan Borrower Related Party and (ii) after an Event of Default, to any party, including the Mortgage
Loan Borrower and any Mortgage Loan Borrower Related Party; provided, however, that following any Transfer of the
Senior Note, the Mortgage Loan continues to be serviced in its entirety pursuant to the Servicing Agreement by a Servicer unaffiliated
with Mortgage Loan Borrower. For the avoidance of doubt, no Senior Noteholder (or any Servicer on its behalf) shall have any right
to Transfer or cause the Transfer of the Junior Note.


 


In
the event that the Lead Securitization Noteholder has received a bonafide offer to sell or convey the Senior Notes to a Borrower
Related Party, then, so long as a Junior Noteholder Control Appraisal Period is then ongoing, prior to the consummation of such
sale or conveyance, the Lead Securitization Noteholder shall deliver written notice of such offer to the Junior Noteholders specifying
the terms, conditions and purchase price of such offer (a “Purchase Option Notice”). Upon receipt of such Purchase
Option Notice the Junior Noteholders shall have the right to purchase the Senior Notes on the same terms, conditions and purchase
price set forth in the Purchase Option Notice (the “ROFR”) by written notice to the Lead Securitization Noteholder
within ten (10) Business Days of receipt of such Purchase Option Notice. If the Junior Noteholders reject the ROFR, the Lead Securitization
Noteholder shall have the right to sell or convey the Senior Notes to such Borrower Related Party, provided, however, that if
the Lead Securitization Noteholder and such Borrower Related Party thereafter agree to a purchase price that is less than 95%
of the amount set forth in the original Purchase Option Notice, the Lead Securitization Noteholder shall deliver to the Junior
Note Holders a superseding Purchase Option Notice setting forth such new purchase price and granting the Junior Noteholders a
new ROFR; provided, further, that in such event, the ten (10) Business Day response period as set forth in this paragraph shall
be reduced to five (5) Business Days. For the


 






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avoidance of doubt, any sale pursuant to this paragraph shall be a sale of all of
the Senior Notes as notes evidencing one whole loan.


 


(e)       Notwithstanding
any other provision hereof, any Noteholder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage
Loan Borrower or any Affiliate thereof) which has extended a credit or repurchase facility to such Noteholder 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 19(e), it being further agreed that a financing provided by a Note Pledgee to a Noteholder or any person which Controls
such Noteholder that is secured by such Noteholder’s interest in the applicable 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) prior to Securitization, the consent of each other Noteholder and (b)
after Securitization, Rating Agency Confirmation. Upon written notice by the applicable Noteholder to the other Noteholders and
any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee), each of the other
Noteholders agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of
any default by the pledging Noteholder in respect of its obligations under this Agreement of which default such Noteholder has
actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) Business Days to cure a default by the pledging
Noteholder in respect of its obligations to the other Noteholder 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 Noteholder shall give to such Note Pledgee copies of any notice of default under this Agreement
simultaneously with the giving of same to the pledging Noteholder and accept any cure thereof by such Note Pledgee which such
pledging Noteholder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Noteholder;
(v) that such other Noteholder 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 Noteholder; and
(vi) that, upon written notice (a “Redirection Notice”) to the other Noteholders and any Servicer by such
Note Pledgee that the pledging Noteholder is in default, beyond any applicable cure periods, under the pledging Noteholder’s
obligations to such Note Pledgee pursuant to the applicable credit agreement between the pledging Noteholder and such Note Pledgee
(which notice need not be joined in or confirmed by the pledging Noteholder), and until such Redirection Notice is withdrawn or
rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Noteholder or Servicer would otherwise
be obligated to pay to the pledging Noteholder from time to time pursuant to this Agreement or any Servicing Agreement. Any pledging
Noteholder hereby unconditionally and absolutely releases the other Noteholders and any Servicer from any liability to the pledging
Noteholder on account of any Noteholder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer
or any such other Noteholder to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights
and remedies against the pledging Noteholder 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 Noteholders and any Servicer shall recognize
such Note Pledgee (and any transferee other than the Mortgage Loan


 






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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 Noteholder’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 Noteholder
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 19(e) shall remain effective
as to any Noteholder (and any Servicer) unless and until such Note Pledgee shall have notified any such Noteholder (and any Servicer,
as applicable) in writing that its interest in the pledged Note has terminated.


 


(f)       Notwithstanding
any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified Institutional Lender
provides financing to a Noteholder then such Noteholder 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 made by the Conduit (the “Conduit Inventory Loan”) to such Noteholder to finance the acquisition and holding
of its Note will require a third party (the “Conduit Credit Enhancer”) to provide credit enhancement;


 


(ii)        The
Conduit Credit Enhancer and conduit manager (if Moody’s rates the Securitization) will be a Qualified Institutional Lender;


 


(iii)       Such
Noteholder will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the applicable Note to the
Conduit as collateral for the Conduit Inventory Loan;


 


(iv)       The
Conduit Credit Enhancer and the Conduit will agree that, if such Noteholder defaults under the Conduit Inventory Loan, or if the
Conduit is unable to refinance its outstanding commercial paper even if there is no default by such Noteholder, the Conduit Credit
Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of such Noteholder’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 the consent of each other
Noteholder, have any greater right to acquire the interests in the Note pledged by such Noteholder, 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
20.          Registration of Transfer. 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 whereby such transferee assumes all of the obligations of the applicable Noteholder
hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including the
restriction on Transfers set forth in Section 19, from and after the date of such assignment. Notwithstanding the preceding


 






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sentence, a Trustee shall not be required to execute an assignment and assumption agreement in connection with any Transfer
of a Note if the obligations are assumed pursuant to the Servicing Agreement. 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 19 and this Section 20. Any such purported transfer shall be absolutely null and
void and shall vest no rights in the purported transferee. Each Noteholder desiring to effect such transfer shall, and does
hereby agree to, indemnify the Agent and any other Noteholder against any liability that may result if the transfer is not
made in accordance with the provisions of this Agreement. Upon a Securitization of the Lead Securitization Note, the
Certificate Administrator shall automatically become and be the Agent.


 


Section
21.          Registration of the Notes. 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 Section 20, shall be
registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the sole
owner and holder thereof for all purposes of this Agreement, except in the case of the Initial Noteholders who may hold their
Notes through a nominee. Upon request of a Noteholder, the Agent shall provide such party with the names and addresses of the
Noteholders. To the extent another party is appointed as Agent hereunder, the Noteholders hereby designate such person as its
agent under this Section 21 solely for purposes of maintaining the Note Register. The parties intend for the Notes to be in
registered form for federal income tax purposes under Section 5f.103-1(c) of the United States Treasury
Regulations.


 


Section
22.          Statement of Intent. The Agent and each Noteholder
intend that the Notes be classified, and the arrangement hereby be maintained, in a manner consistent with rules applicable
to a grantor trust under subpart E, part I of subchapter J of chapter 1 of the Code that is a fixed investment trust within
the meaning of Treasury Regulation §301.7701-4(c), and the parties will not take any action inconsistent with such
classification. It is neither the purpose nor the intent of this Agreement to create a partnership, joint venture,
“taxable mortgage pool” or association taxable as a corporation among the parties.


 


Section
23.          No Pledge. This Agreement shall not be deemed to
represent a pledge of any interest in any Mortgage Loan by the Noteholders. Except as otherwise provided in this Agreement
and the Servicing Agreement, the Junior Noteholders shall not have any interest in any property taken as security for any
Mortgage Loan, provided, however, that if any such property or the proceeds of any sale, lease or other
disposition thereof shall be received, then the Junior Noteholders shall be entitled to receive its share of such application
in accordance with the terms of this Agreement and/or the Servicing Agreement.


 


Section
24.          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 DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN


 






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ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CHOICE OF LAW RULES THEREOF. 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
25.          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
26.          Modifications; Amendment. This Agreement shall not be
modified, cancelled or terminated except by an instrument in writing signed by each Noteholder. Additionally, for as long as
any Note is contained in a Securitization Trust, the Noteholders shall not amend or modify this Agreement without first
receiving a Rating Agency Confirmation; provided that no such confirmation from the Rating Agencies shall be required
in connection with a modification or amendment (i) to cure any ambiguity, to correct or supplement any provisions herein that
may be defective or inconsistent with any other provisions herein or with the Servicing Agreement, (ii) entered into pursuant
to Section 38 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
27.          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 permitted
assigns. Except as provided herein, 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 19, each Noteholder 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
Noteholder hereunder, including, without limitation, the right to make further assignments and grant additional
Notes.


 


Section
28.          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
29.          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
30.          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
31.          Entire Agreement. This Agreement constitutes the entire
agreement among 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
32.          Withholding Taxes.


 


(a)       If
any Senior Noteholder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from interest, fees
or other amounts payable to any Junior Noteholder with respect to the Mortgage Loan as a result of such Junior Noteholder constituting
a Non-Exempt Person, the Note A-1 Holder, in its capacity as servicer, shall be entitled to do so with respect to the Junior Noteholder’s
interest in such payment (all withheld amounts being deemed paid to the Junior Noteholder), provided that the Lead Securitization
Noteholder shall furnish such Junior Noteholder 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 Junior Noteholder to seek any allowable
credits or deductions for the Taxes so withheld in each jurisdiction in which the Junior Noteholder is subject to tax.


 


(b)       Each
Junior Noteholder shall and hereby agrees to indemnify the Lead Securitization Noteholder against and hold the Lead Securitization
Noteholder harmless from and against any Taxes, interest, penalties and reasonable attorneys’ fees, expenses and


 






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disbursements
arising or resulting from any failure of the Lead Securitization Noteholder (or the Servicer on its behalf) to withhold Taxes
from payment made to such Junior Noteholder in reliance upon any representation, certificate, statement, document or instrument
made or provided by the Junior Noteholder to the Lead Securitization Noteholder in connection with the obligation of the Lead
Securitization Noteholder to withhold Taxes from payments made to the Junior Noteholder, it being expressly understood and agreed
that (i) the Lead Securitization Noteholder shall be absolutely and unconditionally entitled to accept any such representation,
certificate, statement, document or instrument as being true and correct in all respects and to fully rely thereon without any
obligation or responsibility to investigate or to make any inquiries with respect to the accuracy, veracity, correctness or validity
of the same and (ii) the Junior Noteholders shall, upon request of the Lead Securitization Noteholder at its sole cost and
expense, defend any claim or action relating to the foregoing indemnification using counsel selected by the Lead Securitization.


 


(c)       Contemporaneously
with the execution of this Agreement and from time to time as reasonably requested by the Lead Securitization Noteholder or Servicer
during the term of this Agreement, each Junior Noteholder shall deliver to the Lead Securitization Noteholder or Servicer, as
applicable, evidence satisfactory to the Lead Securitization Noteholder substantiating whether such Junior Noteholder is a Non-Exempt
Person and whether the Lead Securitization Noteholder is 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 any Junior
Noteholder (or, if the Junior Noteholder is disregarded for U.S. federal income tax purposes, the owner of the Junior Noteholder)
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 Noteholder an Internal Revenue Service Form W-9
and (ii) if any Junior Noteholder (or, if the Junior Noteholder is disregarded for U.S. federal income tax purposes, the owner
of the Junior Noteholder) 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 Junior Noteholder shall satisfy the requirements
of the preceding sentence by furnishing to the Lead Securitization Noteholder Internal Revenue Service Form W-8ECI, Form W-8IMY
(with appropriate attachments), Form W-8BEN or Form W-8BEN-E, or applicable successor forms, as may be required from time to time,
duly executed by the Junior Noteholder. The Lead Securitization Noteholder shall not be obligated to make any payment hereunder
to any Junior Noteholder in respect of its Junior Note or otherwise until such Junior Noteholder shall have furnished to the Lead
Securitization Noteholder the requested forms, certificates, statements or documents.


 


Section
33.          Custody of Mortgage Loan Documents. The originals of
all of the Mortgage Loan Documents (other than Note A-2, Note A-3, Note B-1, Note B-2 and Note B-3) shall be held by the Lead
Securitization Noteholder (or a custodian acting on behalf of the Lead Securitization Noteholder) who shall act as secured
party under the Mortgage Loan Documents on behalf of the registered holders of the Notes. Notwithstanding the to the contrary
in this Agreement, upon a Securitization of the Lead Securitization Noteholder, the originals of all of the Mortgage Loan
Documents (other than each Non-Lead Securitization Note) shall be held by the Custodian (as defined in the Servicing
Agreement).


 






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Section
34.          Notices. All notices required hereunder shall be given
by (i) writing and personally delivered, (ii) sent by facsimile transmission (during business hours) if a party has provided
a facsimile number, (iii) reputable overnight delivery service (charges prepaid), (iv) sent by electronic mail containing
language requesting the recipient to confirm receipt thereof if a party has provided an electronic mail address and only if
such electronic mail is promptly followed by a written notice 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.


 


All
notices and reports (including, without limitation, Asset Status Reports) required to be delivered hereunder by the Lead Securitization
Noteholder (or any Servicer on its behalf) to the Controlling Noteholder (or its Junior Operating Advisor), or by the Controlling
Noteholder (or its Junior Operating Advisor) to the Lead Securitization Noteholder (or any Servicer on its behalf), shall also
be delivered by the applicable party to the other Noteholders.


 


Section
35.          Broker. Each Noteholder represents to each other
Noteholder that no broker was responsible for bringing about this transaction.


 


Section
36.          Certain Matters Affecting the Agent.


 


(a)       The
Noteholders hereby appoint the Agent to act on their behalf, and the Agent shall act on behalf of the Noteholders;


 


(b)       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 20;


 


(c)       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;


 


(d)       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 of the Noteholders pursuant to the provisions of this Agreement, unless it has received indemnity reasonably
satisfactory to it;


 


(e)       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;


 


(f)       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 20; and


 






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(g)       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.


 


Section
37.          Termination of Agent. The Agent may be terminated at
any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is
terminated pursuant to this Section 37, all of its rights and obligations under this Agreement shall be terminated, other
than any rights or obligations that accrued prior to the date of such termination.


 


The
Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed
to be bound by this Agreement and perform the duties of the Agent hereunder. Goldman Sachs Mortgage Company, as Initial Agent,
may transfer its rights and obligations to the Servicer, as successor Agent, at any time without the consent of any Noteholder.
Goldman Sachs Mortgage Company, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor
Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer
to act as successor Agent. The termination or resignation of such Servicer, as Servicer under the Servicing Agreement, shall be
deemed a termination or resignation of such Servicer as Agent under this Agreement. Notwithstanding the to the contrary in this
Agreement, upon a Securitization of the Lead Securitization Note, the Certificate Administrator shall automatically become and
be the Agent.


 


Section
38.          Resizing. In connection with the Mortgage Loan, each
Junior Noteholder agrees that if, in connection with the Securitization, any Senior Noteholder determines that it is
advantageous to resize its respective Note by causing the Mortgage Loan Borrower to execute amended and restated notes or
additional notes (in either case, “New Notes”) reallocating the principal of such Note to such New Notes,
each Junior Noteholder shall cooperate with the applicable Senior Noteholder to effect such resizing at such Senior
Noteholder’s expense, as applicable; provided that (i) the aggregate principal balance of all outstanding New Notes
following the creation thereof is no greater than the principal balance of such Note or Notes immediately prior to the
creation of the New Notes, (ii) the weighted average interest rate of all outstanding New Notes following the creation
thereof is the same as the interest rate of the related Note or Notes immediately prior to the creation of the New Notes, and
(iii) no such resizing shall (a) change the interest allocable to, or the amount of any payments due to, any Junior
Noteholder, or priority of such payments, or (b) increase any Junior Noteholder’s obligations or decrease any Junior
Noteholder’s rights, remedies or protections. In connection with the resizing of any Senior Note, the related
Noteholder may allocate its rights hereunder among the New Notes in any manner in its sole discretion. Any cap on the Senior
Noteholder’s obligation to pay any Junior Noteholder’s expenses pursuant to Section 40 of this Agreement shall
not apply to any Junior Noteholder’s expenses in connection with a resizing pursuant to this Section 38 or any
Securitization of a resized Senior Note. All Notes shall automatically be subject to the terms of this Agreement.


 


Section
39.          Conflict. To the extent of any inconsistency between
the Servicing Agreement, on one hand, and this Agreement, on the other, this Agreement shall control.


 






    60 


    


    

 


Section
40.          Cooperation in Securitization.


 


(a)       Each
Noteholder acknowledges that any Noteholder 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 applicable Senior Noteholder,
the Junior Noteholders shall use reasonable efforts, at the applicable Senior Noteholder’s expense, to satisfy, and to cooperate
with such Senior Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Senior
Noteholder customarily adhere 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 applicable Senior Noteholder 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 Securitization or otherwise at
any time prior to the Securitization, the Junior Noteholders 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, the Junior Noteholders
or (ii) increase the Junior Noteholders’ obligations or decrease the Junior Noteholders’ rights, remedies or protections.
In connection with the Securitization, the Junior Noteholder agrees to provide for inclusion in any disclosure document relating
to the related Securitization such information concerning the Junior Noteholders and the other Notes as the applicable Senior
Noteholder reasonably determine to be necessary or appropriate. The Junior Noteholders covenant and agree that they shall use
reasonable efforts to cooperate with the requests of each Rating Agency and the applicable Senior Noteholder in connection with
the 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 it and the other Notes in any Securitization
document, all at the cost and expense of the applicable Senior Noteholder. The Junior Noteholders acknowledge that the information
provided by it to the Senior Noteholder may be incorporated into the offering documents for a Securitization. The Senior Noteholder
and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Junior Noteholders.


 


(b)       The
applicable Senior Noteholder may, at its election, deliver to the Junior Noteholders drafts of the preliminary and final Securitization
offering memoranda, preliminary and final prospectus and any other disclosure documents and the Servicing Agreement simultaneously
with distributions of any such documents to the general working group of the related Securitization. The Junior Noteholders may,
at its election, review and comment thereon insofar as it relates to any Junior Note and/or Junior Noteholder, and, if the Junior
Noteholders elect to review and comment, the Junior Noteholders shall review and comment thereon as soon as possible (but in no
event later than (i) in the case of the first draft thereof, five (5) Business Days after receipt thereof and (ii) in the case
of each subsequent draft thereof, the deadline provided to the general working group of the related Securitization for review
and comment), and if the Junior Noteholders fail to respond within such time, the Junior Noteholders shall be deemed to have elected
to not comment thereon. In the event of any disagreement between the Junior Noteholders with respect to the preliminary and final
offering


 






    61 


    


    

 


memoranda, preliminary and final prospectus or any other disclosure documents the applicable Senior Noteholder’s
determination shall control. The Junior Noteholders have no obligation and shall have no liability with respect to any such offering
documents other than the accuracy of any comments it elects to make regarding itself.


 


(c)       Notwithstanding
anything herein to the contrary, the Senior Noteholders acknowledge and agree that (i) the Junior Noteholders shall not be required
to incur any out-of-pocket expenses in connection with a Securitization of any Senior Note and (ii) the Junior Noteholders shall
not be required to disclose any of the beneficial owners of the managed account on behalf of which it is holding the Junior Notes.


 


[SIGNATURE
PAGE FOLLOWS]


 




    62 


    


    

 


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





	 	 	 
	 	GOLDMAN SACHS MORTGAGE COMPANY,
    as Initial Note A-1 Holder and Initial Agent
	 	 	 
	 	By:	/s/ Leah Nivison 
	 	 	Name:  Leah Nivison
	 	 	Title:    Authorized Signatory
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
    as Initial Note A-2 Holder
	 	 	 
	 	By:	/s
/ H. Royer Culp, Jr. 
	 	 	Name:  H. Royer Culp, Jr.
	 	 	Title:    Managing Director
	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL
    ASSOCIATION, as Initial Note A-3 Holder
	 	 	 
	 	By:	/s/ Simon B. Burce  
	 	 	Name:  Simon B. Burce
	 	 	Title:    Vice President
	 	 	 
	 	TEACHERS INSURANCE AND ANNUITY
    ASSOCIATION OF AMERICA, as Initial Note B-1 Holder
	 	 	 
	 	By:	/s/ Diedre M. Davis 
	 	 	Name:  Diedre M. Davis
	 	 	Title:    Director



 






     


    


    

 


	 	 	 
	 	TEACHERS INSURANCE AND ANNUITY
    ASSOCIATION OF AMERICA, as Initial Note B-2 Holder
	 	 	 
	 	By:	/s/ Diedre M. Davis
	 	 	Name:  Diedre M. Davis
	 	 	Title:    Director
	 	 	 
	 	TEACHERS INSURANCE AND ANNUITY
    ASSOCIATION OF AMERICA, as Initial Note B-3 Holder
	 	 	 
	 	By:	/s/ Diedre M. Davis
	 	 	Name:  Diedre M. Davis
	 	 	Title:    Director




  






     


    


    

 


EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


A.       Description
of Mortgage Loan:


 


	Mortgage
    Loan:	Loan
    Agreement, dated as of February 28, 2018, 2018 between Goldman Sachs Mortgage Company, Wells Fargo Bank, National Association
    and JPMorgan Chase Bank, National Association, collectively, as lender (“Lender”), and TVO Mall Owner LLC,
    as borrower (together with its permitted successors and assigns, “Mortgage Loan Borrower”)
	Date
    of the Mortgage Loan:	February 28, 2018
	Date
    of the Notes:	February 28, 2018
	Initial
    Principal Amount of Mortgage Loan:	$300,000,000
	Location
    of Mortgaged Property:	Novi,
    Michigan
	Initial
    Maturity Date:	Monthly
    Payment Date in March 2028


 


B.       Description
of Note Interests:


 


	Initial
    Note A-1 Principal Balance:	$66,666,668.00
	Initial
    Note A-2 Principal Balance:	$66,666,666.00
	Initial
    Note A-3 Principal Balance:	$66,666,666.00
	Initial
    Note B-1 Principal Balance:	$33,333,333.00
	Initial
    Note B-2 Principal Balance:	$33,333,334.00
	Initial
    Note B-3 Principal Balance:	$33,333,333.00
	Initial
    Senior Note Principal Balance:	$200,000,000.00



 






    A-1 


    


    

 


	Initial
    Junior Note Principal Balance:	$100,000,000.00
	Initial
    Note A-1 Percentage Interest:	22.2222227%
	Initial
    Note A-2 Percentage Interest:	22.2222220%
	Initial
    Note A-3 Percentage Interest:	22.2222220%
	Initial
    Note B-1 Percentage Interest:	11.1111110%
	Initial
    Note B-2 Percentage Interest:	11.1111113%
	Initial
    Note B-3 Percentage Interest:	11.1111110%
	Initial
    Senior Note Percentage Interest	0.666666667
	Initial
    Junior Note Percentage Interest	0.333333333
	Senior
    Note Rate:	4.3985%
	Junior
    Note Rate:	5.75%



 






    A-2 


    


    

 


EXHIBIT
B


 


1.     Initial
Note A-1 Holder:


 


(Prior
to Securitization of Note A-1):


 


Goldman
Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Email: leah.nivison@gs.com


 


with
a copy to:


 


Goldman
Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Joe Osborne

Email: joe.osborne@gs.com


 


(Following
Securitization of Note A-1):


 


(i)            Depositor:


 


GS
Mortgage Securities Corporation II





200
West Street





New
York, New York 10282





Attention:
Leah Nivison





Email:
leah.nivison@gs.com


 


with
a copy to:


 


Joe
Osborne





Email:
joe.osborne@gs.com


 


(ii)           Master
Servicer:


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: GSMS 2018-GS9 Asset Manager


 


with
a copy to:


 






    B-1 


    


    

 


Wells
Fargo Bank, National Association

Legal Department

301 South College Street

D1053-300





Charlotte,
North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support


 


with
a copy to:


 


K&L
Gates LLP

Hearst Tower

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile number: (704) 353-3190


 


(iii)          Special
Servicer:


 


Rialto
Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

Email: liat.heller@rialtocapital.com


 


with
copy to:



Jeff Krasnoff

Facsimile number: (305) 229-6425

Email: jeff.krasnoff@rialtocapital.com;



Niral Shah





Facsimile
number: (305) 229-6425





Email:
niral.shah@ rialtocapital.com;


 


Adam
Singer





Facsimile
number: (305) 229-6425





Email:
adam.singer@ rialtocapital.com


 


(iv)          Trustee:


 


Wilmington
Trust, National Association





1100
North Market Street





Wilmington,
Delaware, 19890





Attention:
CMBS Trustee – GSMS 2018-GS9


 






    B-2 


    


    

 


Facsimile
number: (302) 636-4140





Email:
cmbstrustee@wilmingtontrust.com


 


(v)           Certificate
Administrator:


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road





Columbia,
Maryland 21045-1951





Attention:
Corporate Trust Services CMBS – GS 2018-GS9


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


trustadministrationgroup@wellsfargo.com


 


(vi)          Operating
Advisor and Asset Representations Reviewer:


 


Pentalpha
Surveillance LLC





375
North French Road, Suite 100





Amherst,
New York 14228





Attention:
Don Simon, Chief Operating Officer


 


with
a copy to:


 


don.simon@pentalphasurveillance.com;
and





notices@pentalphasurveillance.com


 


2.     Initial
Note A-2 Holder:


 


(Prior
to Securitization of Note A-2):





Wells
Fargo Bank, National Association





Wells
Fargo Center





1901
Harrison Street, 2nd Floor





MAC
A0227-020





Oakland,
California 94612





Attn:
Commercial Mortgage Servicing





with
a copy to:





Wells
Fargo Law Department





301
South College St.





Charlotte,
North Carolina 28288





Attention:
Jeff D. Blake, Esq.





Facsimile:
(704) 715-2378]


 


3.     Initial
Note A-3 Holder:


 


(Prior
to Securitization of Note A-3):


 






    B-3 


    


    

 


JPMorgan
Chase Bank, National Association





383
Madison Avenue, 32nd Floor





New
York, New York 10179





Attention:
Kunal K. Singh





E-mail:
US_CMBS_Notice@jpmorgan.com


 


with
a copy to:


 


JPMorgan
Chase Bank, National Association





383
Madison Avenue, 32nd Floor





New
York, New York 10179





Attention:
Bianca A. Russo, Esq.

E-mail: US_CMBS_Notice@jpmorgan.com


 


		4.	Initial
                                         Junior Noteholder



 


Teachers
Insurance and Annuity Association of America





730
Third Avenue





New
York, New York 10017





Attention:
Senior Director, Head of Loan Closing/Asset Management, Global Real Estate





TIAA
Authorization #AAA7934





Investment
ID #000853300


 


with
a copy to:





Teachers
Insurance and Annuity Association of America





730
Third Avenue





New
York, New York 10017





Attention:
Associate General Counsel, Director





Asset
Management Law





TIAA
Authorization #AAA7934





Investment
ID #00853300


 


and


 


Commercial
Loan Services





929
Gessner, Suite 1740





Houston,
Texas 77024





Attention:
Chief Legal Officer





TIAA
Authorization #AAA7934





Investment
ID #00853300


 


with
a copy to:


 


Arent
Fox LLP





1675
Broadway





New
York, New York 10019


 






    B-4 


    


    

 


Attention: 
Mark S. Fawer, Esq.





E-mail: 
mark.fawer@arentfox.com


 




    B-5 


    


    

 


EXHIBIT
C



PERMITTED FUND MANAGERS


 


		1.	Westbrook
                                         Partners






		2.	DLJ
                                         Real Estate Capital Partners






		3.	iStar
                                         Financial Inc.






		4.	Capital
                                         Trust, Inc.






		5.	Lend-Lease
                                         Real Estate Investments






		6.	Archon
                                         Capital, L.P.






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






		8.	The
                                         Blackstone Group International Ltd.






		9.	Apollo
                                         Real Estate Advisors






		10.	Colony
                                         Capital, Inc.






		11.	Praedium
                                         Group






		12.	J.E.
                                         Roberts Companies






		13.	Fortress
                                         Investment Group, LLC






		14.	Lonestar
                                         Opportunity Fund






		15.	Clarion
                                         Partners






		16.	Walton
                                         Street Capital, LLC






		17.	Starwood
                                         Financial Trust






		18.	BlackRock,
                                         Inc.






		19.	Rialto
                                         Capital Management, LLC






		20.	Raith
                                         Capital Partners, LLC






		21.	Rialto
                                         Capital Advisors LLC






		22.	Teachers
                                         Insurance and Annuity Association of America






		23.	Principal
                                         Real Estate Investors, LLC






		24.	Metropolitan
                                         Life Insurance Company






		25.	New
                                         York Life Insurance Company






		26.	KKR
                                         Real Estate Manager Finance LLC



 






    C-1