Exhibit 4.6


 





EXECUTION
VERSION


 


AGREEMENT
BETWEEN NOTEHOLDERS


 


Dated
as of June 25, 2018


 


by
and between


 


GOLDMAN
SACHS BANK USA



(Initial Note A Holder)


 


and


 


SHINHAN
AIM REAL ESTATE FUND NO. 4



(Initial Note B Holder)


 


Aliso
Creek Apartments


 




     


     


    

 


THIS
AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of June 25, 2018 by and between Goldman Sachs Bank USA,
a New York State-Chartered Bank, having an address of 200 West Street, New York, New York 10282 (“GS Bank”
and together with its successors and assigns in interest, in its capacity as initial owner of the Note A, the “Initial
Note A Holder”, and in its capacity as the initial agent, the “Initial Agent”) and Shinhan AIM Real
Estate Fund No. 4, having an address c/o Shinhan Alternative Investment Management Co., Ltd., 17FL, 70 Yeouidae-Ro, Yeongdeungpo-Gu,
Seoul, Korea, 07325 (together with its successors and assigns in interest, in its capacity as initial owner of the Note B, the
“Initial Note B Holder”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein) GS Bank 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 two promissory notes, each dated as of March 29, 2018, in the aggregate original principal amount of $121,500,000,
with the first such note in the original principal amount of $63,000,000 (“Note A”) made by the Mortgage Loan
Borrower in favor of the Note A Holder and the second such note in the original principal amount of $58,500,000 (the “Note
B”, and together with Note A, the “Notes”) made by the Mortgage Loan Borrower in favor of Note B
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,
the parties hereto desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns,
shall hold Note A and Note B;


 


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, Operating Advisor, certificate administrator or fiscal agent pursuant to the Servicing Agreement, and
(b) all interest accrued on Advances made by any Servicer or Trustee in accordance with the terms of the Servicing Agreement.


 






     


     


    

 


“Advance
Interest Amount” shall mean interest payable on Advances, as specified in the Servicing Agreement.


 


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


 


“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 Master Servicer.


 


“Agent
Office” shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement
is located at Goldman Sachs Bank USA, 200 West Street, New York, New York 10282, Attention: Leah Nivison, and which is the address
to which notices to and correspondence with the Agent should be directed. The Agent may change the address of its designated office
by notice to the Noteholders.


 


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


 


“Appraiser”
shall mean an MAI appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property is located.


 


“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 Park Bridge Lender Services 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.


 






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


 


“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).


 


“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 Note B Holder 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
Note B Holder, unless a Note B Holder Control Appraisal Period has occurred and is continuing; or


 


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


 


provided
that, if the Note B Holder would be the Controlling Noteholder pursuant to the terms hereof, but any interest in Note B is
held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower or Mortgage Loan Borrower
Related Party would otherwise be entitled to exercise the rights of the


 



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Controlling Noteholder, a Note B Holder Control Appraisal
Period shall be deemed to have occurred; provided, further that at any time Note A 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.


 


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


 


(a)
the Principal Balance of Note A, (b) accrued and unpaid interest on the Note A Principal Balance at the Note A 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 Note A Holder, 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 property protection or 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 Note A Holder), (e) without duplication of amounts
under clause (c), any accrued and unpaid Advance Interest Amount with respect to an Advance made by or on behalf of the Note A
Holder, (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 Note A 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 Note A at the Note A 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.


 






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“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 the Person selected by the Lead Securitization Noteholder to create the Securitization Trust.


 


“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.


 


“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).


 


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


 


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


 


“Initial
Noteholders” shall mean, collectively, the Initial Note A Holder and the Initial Note B Holder.


 






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


 


“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 Junior Note as collateral securing (in whole or in part) any obligation or security held by such Securitization Vehicle
as collateral for the CDO.


 


“Junior
Note” means Note B.


 


“Junior
Noteholder” shall mean the Note B Holder.


 


“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 in a Securitization Trust to be designated by the Initial Note
A Holder.


 


“Lead
Securitization Note” shall mean Note A.


 


“Lead
Securitization Noteholder” shall mean the Note A Holder.


 






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


 


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


 






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


 


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


 


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


 


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


 


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


 


(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
paragraph (c) of the definition of “Specially Serviced Mortgage Loan” (as defined in the Servicing Agreement); or


 


(xv)     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, the extend
lender has discretion under the Mortgage Loan Documents.


 


“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.


 


“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).


 






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“Monthly
Payment” shall have the meaning assigned to the term “Periodic Payment” (or an analogous 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”:
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 March 29, 2018, between the Mortgage Loan Borrower, as Borrower,
and Goldman Sachs Bank USA, 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 Party Affiliate” shall mean, with respect to the Mortgage Loan Borrower, a manager of a Mortgaged Property
or a Restricted Mezzanine Holder, (a) any other Person controlling or controlled by or under common control with such borrower,
manager or Restricted Mezzanine Holder, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of
the beneficial interests in such borrower, manager or Restricted Mezzanine Holder, as applicable. For purposes of this definition,
“control” when used with respect to any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.


 


“Mortgage
Loan Borrower Related Party” shall mean the Mortgage Loan Borrower, a manager of a Mortgaged Property, a Restricted
Mezzanine Holder, or a Mortgage Loan Borrower Party Affiliate.


 


“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.


 






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


 


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


 


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


 


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


 


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


 


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


 


“Note
A Default Rate” shall mean a rate per annum equal to the Note A Rate plus the Note Default Interest Spread.


 


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


 






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


 


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


 


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


 


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


 


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


 


“Note
B Default Rate” shall mean a rate per annum equal to the Note B Rate plus the Note Default Interest Spread.


 


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


 


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


 


(a)       the
sum of (i) the initial Note B Principal Balance minus (ii) the sum (without duplication) of (x) any payments of principal (whether
as principal prepayments or otherwise) allocated to, and received on, Note B after the date of creation of Note B, (y) any Appraisal
Reduction Amount for the Mortgage Loan that is allocated to Note B in accordance with the terms of the Servicing Agreement and
(z) any losses realized with respect to any Mortgaged Property or the Mortgage Loan that are allocated to Note B, is less than
25% of the remainder of (A) the initial Note B Principal Balance minus (B) any payments of principal (whether as principal prepayments
or otherwise) allocated to, and received by, the Note B Holder on Note B after the date of creation of Note B; or


 


(b)       any
interest in Note B is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower
or Mortgage Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Controlling Noteholder.


 


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


 


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


 






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


 


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


 


“Note
Default Interest Spread” shall mean a rate per annum equal to five percent (5%); provided, however, that
if the weighted average of the Note A Default Rate and the Note B Default Rate would exceed the maximum rate permitted by applicable
law, the Note Default Interest Spread shall equal (i) the rate at which the weighted average of the Note A Default Rate and the
Note B Default Rate equals the maximum rate permitted by applicable law minus (ii) the Mortgage Loan Rate.


 


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


 


“Note
Rate” shall mean either of the Note A Rate and the Note B Rate, as applicable.


 


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


 


“Noteholder”
shall mean either of the Note A Holder and Note B Holder, as applicable.


 


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


 


“Operating
Advisor” shall mean Park Bridge Lender Services 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 Holder, the Note A Percentage Interest and with respect to the Note
B Holder, the Note B 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 $500,000,000 and
(iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


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


 



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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 either of the Note A Principal Balance and the Note B Principal Balance, as applicable.


 


“Qualified
Institutional Lender” shall mean each of the Initial Noteholders, Goldman Sachs Bank USA, Shinhan Financial Group and
any other Person that is:


 


(a)  an
entity Controlled (as defined below) by, under common Control with or Controlling either the Initial Note A Holder or the Note
B Holder, 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 any 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 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,


 



     13


     


    

 


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 Note A Holder or the Note B Holder, 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).


 


“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


 



     14


     


    

 


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 to rate the securities issued in connection with the
Securitization of Note A; provided, however, that, at any time during which Note A is an asset of a Securitization, “Rating
Agencies” or “Rating Agency” shall mean with respect to Note A, only those rating agencies that are engaged
by the Depositor 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 (i)(d) and/or (i)(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.


 


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


 


“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


 



     15


     


    

 


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 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.


 


“Restricted
Mezzanine Holder”: A holder of a related mezzanine loan that has been accelerated or as to which the mezzanine lender
has initiated foreclosure proceedings or enforcement proceedings against the equity collateral pledged to secure such mezzanine
loan.


 


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


 


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


 






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


 


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


 


“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 any cure payment made by the Note B Holder
in accordance with Section 11) and shall not be deemed to exist to the extent the Junior Noteholder is exercising its cure rights
under Section 11.


 


“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 and issuance of the GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10,
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. 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 Noteholder as a collective whole
(taking into account that the Note B is subordinate to Note A, subject to the terms of this 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.


 


“Servicing
Fee Rate” shall have the meaning assigned to such term in the Servicing Agreement, or with respect to Note B, 0.00%
per annum (0 basis points).


 


“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 appointed as provided
in the Servicing Agreement and this Agreement.


 






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“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.


 


“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).


 


“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 the Note A 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. The Junior Noteholder acknowledges that the Note A Holder


 



     18


     


    

 


may elect, in its sole discretion, to include the Note A
in a Securitization and agrees that it will reasonably cooperate with the Note A Holder, at the Note A Holder’s sole cost
and expense, 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. 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 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 Note B Holder or its designees (if
the Note B Holder 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 the Junior Noteholder if such amendment would materially and adversely
affect its rights thereunder; and


 


(vi)       the
Special Servicer appointed by the Note B Holder 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, 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 Noteholder, in substance, to those in the
Servicing Agreement and all references herein to the “Servicing Agreement” shall mean such subsequent servicing agreement;
provided, 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


 



     20


     


    

 


Controlling Noteholder and does not have to be performed by the service providers set forth under the Servicing
Agreement.


 


(g)     [Reserved]


 


(h)     The
Servicing Agreement shall provide that compensating interest payments as defined therein with respect to Note A will be allocated
by the Master Servicer to Note A in accordance with its principal amount.


 


(i)       [Reserved]


 


(j)       [Reserved]


 


(k)      [Reserved]


 


Section
3.          Subordination of Junior Note; Payments Prior to a Sequential Pay Event. The Junior Note and the rights of the Junior
Noteholder to receive payments of interest, principal and other amounts with respect to such Junior Note shall at all times be
junior, subject and subordinate to Note A and the right of the Note A Holder to receive payments of interest, principal and other
amounts with respect to Note A 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 or 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 to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower
in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x)
all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms
of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect
of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then
due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage
Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer
for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth
in the Servicing Agreement):


 


(a)        first,
to the Note A Holder in an amount equal to the accrued and unpaid interest on the Note A Principal Balance at the Net Note A Rate;


 


(b)       second,
to the Note A Holder in an amount equal to its Percentage Interests of principal payments received, if any, with respect to such
Monthly Payment Date with respect to the Mortgage Loan, until its Principal Balance has been reduced to zero; provided
that, with respect to any Insurance and Condemnation Proceeds allocated as principal on the Mortgage Loan and payable to the Noteholders
pursuant to this Section 3, 100% of such


 



     21


     


    

 


Insurance and Condemnation Proceeds shall be distributed to the Note A Holder until its
Principal Balances has been reduced to zero;


 


(c)       third,
to the Note A Holder up to the amount of any unreimbursed costs and expenses paid by the Note A Holder 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 the Note A Holder in an amount equal to the product of (i) the Note A Percentage Interest multiplied by (ii) the Note A 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 a Mortgage Loan or 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 Principal Balance of the Note
A has been reduced, such excess amount shall be paid to the Note A Holder in an amount up to the reduction, if any, of the Note
A Principal Balance as a result of such Workout, plus interest on such amount at the Note A Rate;


 


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


 


(g)       seventh,
to the Note B Holder in an amount equal to the Note B Percentage Interest of principal payments received, if any, with respect
to such Monthly Payment Date with respect to the Mortgage Loan, until the Note B Principal Balance has been reduced to zero; provided,
that with respect to any Insurance and Condemnation Proceeds allocated as principal on the Mortgage Loan and payable to the Noteholders
pursuant to this Section 3, the portion of such Insurance and Condemnation Proceeds remaining after distribution to Note
A pursuant to Section 3(b) above shall be distributed to the Note B Holder until its Principal Balance has been reduced
to zero;


 


(h)       eighth,
to the Note B Holder in an amount equal to the product of (i) the Note B Percentage Interest multiplied by (ii) the Note B Relative
Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(i)         ninth,
to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note
B Holder 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 Note
B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the reduction, if any, of the Note
B Principal Balance as a result of such Workout, plus interest on such amount at the related Note B Rate;


 






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(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 Note A Holder and the Note B Holder, pro rata based on their respective Percentage Interests; 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)-(k), any remaining amount shall be paid pro rata to the Note A Holder and the Note B Holder in
accordance with their respective initial Percentage Interests.


 


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 Master Servicer or Special 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 to be applied to the restoration or repair of the Mortgaged Property or released
to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC
Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to 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, Operating Advisor, Certificate Administrator or Trustee with respect to this Mortgage Loan pursuant to the Servicing
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 the Servicing Agreement):


 


(a)        first,
to the Note A Holder in an amount equal to the accrued and unpaid interest on the Note A Principal Balance at the Net Note A Rate;


 


(b)       second,
to the Note A Holder based on its outstanding Principal Balance, until its Principal Balance has been reduced to zero; provided
that, with respect to any Insurance and Condemnation Proceeds allocated as principal on the Mortgage Loan and payable to the
Noteholders pursuant to this Section 3, 100% of such Insurance and Condemnation Proceeds shall be distributed to the Note A Holder
until its Principal Balance has been reduced to zero;


 






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(c)       third,
to the Note A Holder up to the amount of any unreimbursed costs and expenses paid by the Note A Holder 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 the Note A Holder in an amount equal to the product of (i) the Note A Percentage Interest multiplied by (ii) the Note A 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 a Mortgage Loan or 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 Principal Balance of the Note
A has been reduced, such excess amount shall be paid to the Note A Holder in an amount up to the reduction, if any, of the Note
A Principal Balance as a result of such Workout, plus interest on such amount at the Note A Rate;


 


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


 


(g)       seventh,
to the Note B Holder in an amount equal to all amounts allocated as principal on the Mortgage Loan with respect to such Monthly
Payment Date, until the Note B Principal Balance has been reduced to zero; provided, that with respect to any Insurance
and Condemnation Proceeds allocated as principal on the Mortgage Loan and payable to the Noteholders pursuant to this Section
4, the portion of such Insurance and Condemnation Proceeds remaining after distribution to Note A pursuant to Section 4(b)
above shall be distributed to the Note B Holder until its Principal Balance has been reduced to zero;


 


(h)       eighth,
to the Note B Holder in an amount equal to the product of (i) the Note B Percentage Interest multiplied by (ii) the Note B Relative
Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(i)         ninth,
to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note
B Holder 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 Note
B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the reduction, if any, of the Note
B Principal Balance as a result of such Workout, plus interest on such amount at the related Note B Rate;


 


(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


 



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assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be
paid to the Note A Holder and the Note B Holder, pro rata, based on their respective Percentage Interests; 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)-(k), any remaining amount shall be paid pro rata to the Note A Holder and the Note B Holder in
accordance with their respective Percentage Interests.


 


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 Noteholder in its capacity as the Controlling Noteholder to consent
to Major Decisions. Subject to this Agreement and the Servicing Agreement (including, without limitation, Section 5(f)
below) and consistent with the Servicing Standard, the Junior Noteholder agrees that it shall have no right to, and hereby presently
and irrevocably assigns 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 Note A Holder (or any Servicer acting on behalf of the Note A Holder) shall not have any
fiduciary duty to the Note B Holder in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve
the Note A Holder from the obligation to make any disbursement of funds as set forth herein).


 


(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 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 Agreement, including without limitation, the rights of the Junior Noteholder
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


 



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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 Noteholder is
subordinate to Note A, subject to the terms and conditions of this Agreement, including without limitation the rights of the Controlling
Noteholder), and the 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 Note A Holder
pursuant to Section 3 and Section 4, as applicable, shall be made as though such Workout did not occur, with the payment terms
of Note A 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 Note B Holder (up to the amount otherwise
due on Note B). 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 Note to Note A with respect to the loss that is the result of such amendment or modification, including: (i) the ability
to increase the Note A Percentage Interest and to reduce the Note B 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 Note A Rate and the Note B 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.


 


(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.


 






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(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 Note A Holder.


 


(f)         (i)          Subject
to clauses (ii) and (iii) below, prior to the Servicer taking any consent, modification, amendment or waiver under or other action
in respect of a Mortgage (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. The Servicer shall not 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 Special Servicer receives the written consent of the Controlling
Noteholder (or its Junior Operating Advisor).


 


(ii)       If
the Lead Securitization Noteholder (or the Special 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 Special 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


 



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the specific action set forth in such notice. Notwithstanding the foregoing, if the Servicer
determines that action is necessary to protect the Mortgaged Property or the interests of the holders of certificates from potential
harm if such action is not taken 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.


 


(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 the terms 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,
or the implementation of any recommended actions outlined in an Asset Status Report, 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, 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
Note B Holder, if it is the Controlling Noteholder, shall be entitled to avoid its applicable 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


 



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Controlling Noteholder within two (2) 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 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 Note A Holder in such collateral (a) cash collateral
for the benefit of, and acceptable to, the Servicer or (b) an unconditional and irrevocable standby letter of credit with the
Master Servicer on behalf of the Lead Securitization Trust as the beneficiary, 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” 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 Note A Principal Balance
and the Note B 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


 



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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
Master Servicer or Special 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.


 


(a)       Prior
to a Note B Holder Control Appraisal Period, the Note B Holder shall have the right at any time to appoint an operating advisor
to exercise its rights hereunder (the “Junior Operating Advisor”). The Note B Holder shall have the right in
its sole discretion at any time and from time to time to remove and replace the Junior Operating Advisor. When exercising its
various rights under Section 5 and elsewhere in this Agreement, the Note B Holder may, at its option, in each case, act 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, the Note B Holder, any officer or employee of
the Note B Holder, any Affiliate of the Note B Holder 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 Note B Holder). All actions that are permitted to be
taken by the Note B Holder under this Agreement may be taken by the Junior Operating Advisor acting on behalf of the Note B Holder
and the Lead Securitization Noteholder (and any Servicer) will accept such actions of the Junior Operating Advisor as actions
of the Note B Holder. Lead Securitization Noteholder (or any Servicer on its behalf) shall not be required to recognize any Person
as a Junior Operating Advisor until the Note B Holder has notified the Lead Securitization Noteholder (and any Servicer) of such
appointment and, if the Junior Operating Advisor is not the same Person as the Note B Holder, 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).


 


(b)       Neither
the Junior Operating Advisor nor the Note B Holder 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 Note B Holder (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 Note B Holder 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 such Note B Holder, as the case may be, agree to take no action


 



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against the Junior Operating Advisor, such Note B Holder or
any of their respective officers, directors, employees, principals or agents as a result of such special relationships or interests,
and that neither the Junior Operating Advisor nor such Note B Holder will be deemed to have been grossly negligent or reckless,
or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of its rights by
reason of its having acted or refrained from acting solely in the interests of any Noteholder.


 


(c)        If
the Lead Securitization Noteholder is the Controlling Noteholder, the Junior Noteholder acknowledges and agrees 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 and/or Junior Operating Advisor 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 to
be effective unless and until (A) each Rating Agency delivers a Rating Agency Confirmation (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, will 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


 



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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.


 


(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 Note B Holder 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 a Note B Holder, such Note B Holder 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
the Note B Holder with respect to the Mortgage Loan against any future payments due to the Note B Holder 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. The Note A Holder (including any Servicer on the Note A Holder’s
behalf) shall have no liability to the Note B Holder except with respect to losses actually suffered due to the gross negligence,
willful misconduct or breach of this Agreement on the part of such Note A Holder. The Note B Holder (including any Servicer on
the Note B Holder’s behalf) shall have no liability to the Note A


 



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Holder except with respect to losses actually suffered
due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note B Holder.


 


The
Junior Noteholder acknowledges 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 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 Noteholder
and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder 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
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 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, 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. 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 the Note B 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


 



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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 Note B Holder.


 


(a)       Subject
to Section 11(b) below, and prior to a Note B Holder 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 Note B Holder and the Junior Operating Advisor of such
default (the “Monetary Default Notice”). The Note B Holder 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 Note B Holder’s 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 Note B Holder shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances, Advance Interest
Amounts, any unpaid fees to any Servicer and any Additional Servicing Expenses. The Note B Holder 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 (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, the Note B Holder 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 Note B Holder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower of
its obligations under the Mortgage Loan Documents and the Note A Holder’s rights under the Mortgage Loan Documents shall
not be waived or prejudiced by virtue of the Note B Holder’s actions under this Agreement. Subject to the terms of this
Agreement, the Note B Holder shall be subrogated to the Note A Holder’s


 



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rights to any payment owing to the Note A Holder
for which the Note B Holder makes 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 Note B Holder 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 Note B Holder and the Junior Operating Advisor of such Non-Monetary Default (the “Non-Monetary
Default Notice”) and the Note B Holder 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 Note B Holder of the Non-Monetary Default Notice, and (b) at least thirty (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 Note B Holder, the Note B Holder shall be given an additional period of time as is reasonably
necessary to enable the Note B Holder in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the
Note B Holder diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Note B Holder makes all cure payments
that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional 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 Note B Holder has 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 Note B Holder’s 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 Note B Holder 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 Note A By Note B Holder. The Note B Holder shall have the right, by written notice to the Note A Holder
(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, Note A in whole but not in part at the applicable Defaulted Mortgage
Loan Purchase Price. Upon the delivery of the Noteholder Purchase Notice to the Note A Holder, the Note A Holder shall sell (and
the Note B Holder shall purchase) Note A (including, without limitation, any Notes therein) 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 Holder and the Note B Holder. The Noteholder
Purchase Notice shall contain a statement in boldface font that the Note B Holder’s failure to purchase the Note A on a
Defaulted Note Purchase Date will result in the termination of such right. The Note B Holder agrees that the sale of Note A shall
comply with all requirements of the Servicing Agreement and


 



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that all costs and expenses related thereto shall be paid by the Note
B Holder. 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 reasonably detailed back-up documentation
explaining how such price was determined), and shall, absent manifest error, be binding upon the Note B Holder. Concurrently with
the payment to the Note A Holder in immediately available funds of the applicable Defaulted Mortgage Loan Purchase Price, the
Note A Holder will execute at the sole cost and expense of the Note B Holder in favor of the Note B Holder assignment documentation
which will assign Note A and the Mortgage Loan Documents without recourse, representations or warranties (except the Note A Holder
will 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 Note B)). The right of the Note B Holder to purchase Note A shall automatically 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 Note B Holder 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 ten (10) days after the acceleration of the Mortgage Loan, the Lead Securitization
Noteholder shall notify the Note B Holder of such transfer and the Note B Holder 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 Note A Holder, in
which case the Note B Holder 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 Junior Noteholder.   The
Junior Noteholder, for itself only, 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 Note A Holder shall otherwise have no liability or responsibility
to the Junior Noteholder except as expressly provided herein or for actions that are taken or omitted to be taken by the Note
A Holder that constitute gross negligence or willful misconduct or that constitute a breach of this Agreement. The Junior Noteholder
(other than the Initial Note B Holder) represents and warrants that the execution, delivery and performance of this Agreement
is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene its charter
or any law or contractual restriction binding upon the Junior Noteholder, and that this Agreement is the legal, valid and binding
obligation of the Junior Noteholder enforceable against the 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. The Initial Note B Holder represents and warrants that it is a trust, duly formed, validly existing,
in existence, in possession of all licenses and authorizations


 



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necessary to carry on its business, that the execution, delivery
and performance of this Agreement has been duly authorized, and does not contravene its charter or any law or contractual restriction
binding upon the Initial Note B Holder, and that this Agreement is the legal, valid and binding obligation of the Initial Note
B Holder enforceable against the Initial Note B Holder in accordance with its terms, except as such enforcement may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights
generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited
by applicable law. The Junior Noteholder (other than the Initial Note B Holder), for itself only, 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. The Junior Noteholder, for itself only, represents and warrants that (a) this Agreement has been duly executed and
delivered by the Junior Noteholder, (b) to the 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 the Junior Noteholder have been obtained or made and (c) to the Junior Noteholder’s actual knowledge,
there is no pending action, suit or proceeding, arbitration or governmental investigation against the Junior Noteholder, an adverse
outcome of which would materially and adversely affect its performance under this Agreement.


 


The
Junior Noteholder acknowledges that the Note A Holder does not owe the 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 Noteholder with
respect to any action taken by the Note A Holder in connection with the Mortgage Loan.


 


The
Junior Noteholder expressly and irrevocably waives for itself and any Person claiming through or under the 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 Note A Holder. The Note A Holder
represents and warrants that the execution, delivery and performance of this Agreement is within its corporate powers, has been
duly authorized by all necessary corporate action, and does not contravene the Note A Holder’s charter or any law or contractual
restriction binding upon the Note A Holder, and that this Agreement is the legal, valid and binding obligation of the Note A Holder
enforceable against it in accordance with its terms. The Note A Holder 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 business. The Note A Holder
represents and warrants that (a) this Agreement has been duly executed and delivered by the Note A Holder, (b) to the Note A Holder’s
actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body,
if any, required for the execution, delivery and performance of this Agreement by the Note A Holder have been obtained or made
and (c) to each of the Note A Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or
governmental investigation against the Note A Holder, an adverse outcome of which would materially and adversely affect its performance
under this Agreement.


 






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Section
15.        Independent Analysis of the Junior Noteholder. The
Junior Noteholder acknowledges that it has, independently and without reliance upon the Initial Note A Holder, except with respect
to the representations and warranties provided by the Initial Note A Holder herein, and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to purchase the Junior Note and the Junior Noteholder
accepts responsibility therefor. The Junior Noteholder hereby acknowledges that, other than the representations and warranties
provided herein, the Note A Holder has made no representations or warranties with respect to the Mortgage Loan, subject to such
representations and warranties as provided by the Note A Holder herein, and that the Note A Holder 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 the Note A Holder 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. The Junior Noteholder assumes all
risk of loss in connection with respect to its Junior 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, association,
joint venture or other entity. The Note A Holder shall have no obligation whatsoever to offer to the Junior Noteholder the opportunity
to purchase a Note interest in any future loans originated by the Note A Holder or its Affiliates and if the Note A Holder chooses
to offer to any Junior Noteholder the opportunity to purchase a Note interest in any future mortgage loans originated by the Note
A Holder or its Affiliates, such offer shall be at such purchase price and interest rate as the Note A Holder chooses, in its
sole and absolute discretion. The Junior Noteholder shall not have any obligation whatsoever to purchase from the Note A Holder
a Note interest in any future loans originated by the Note A Holder or its Affiliates.


 


Section
17.          Not a Security. The Junior Note shall not be deemed to be a security 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, any 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)       The
Note B Holder agrees that it will not Transfer all or any portion of the Note B except that the Note B Holder 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 Note A Holder are provided with (x) a representation from a transferee or such Note B


 



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Holder certifying that
such transferee is a Qualified Institutional Lender, (y) a copy of the assignment and assumption agreement referred to in Section
20 and (z) such transfer would not cause the Note B to be held by more than five persons nor cause there to be no one person owning
a majority of the Note B and (ii) to an entity that is not a Qualified Institutional Lender; provided that with respect to the
foregoing subclause (ii), the Note B Holder obtains (1) prior to a Securitization, the consent of the Lead Securitization Noteholder
and (2) after a Securitization, Rating Agency Confirmation (and for avoidance of doubt, no consent of the Lead Securitization
Noteholder shall be required after a Securitization); 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 the Note B to be held by more than five persons nor cause there to be no one person owning
a majority of the Note B. If the Note B is held by more than one Note B Holder at any time, the holders of a majority of the Note
B Principal Balance shall immediately appoint a representative to exercise all rights of the Note B hereunder. Notwithstanding
the foregoing, without the Note A Holder’s prior consent, which may be withheld in the Note A Holder’s sole discretion,
the Note B Holder shall not Transfer all or any portion of the Note B 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
Note B Holder 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, the Note B Holder shall have the right, without the need to obtain the consent of the Note A Holder or any other
Person, to Transfer 49% or less (in the aggregate) of its interest in the Note B to any Person; provided that any such
Transfer shall be made in accordance with the terms of this Section 19; provided, further that the Note B Holder
shall not Transfer all or any portion of the Note B 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 Note A Holder 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 Note B Holder hereunder with respect to the Note B 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 Note B Holder of the Note B solely as security for a loan to the Note B Holder made by a third-party lender whereby the
Note B Holder remains fully liable under this Agreement, on or before the date on which such third-party lender succeeds to the
rights of the Note B Holder by foreclosure or otherwise, such third-party lender executes an agreement that such lender shall
be bound by the terms and provisions of this Agreement and the obligations of the Note B Holder 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 the Note B in accordance with this Agreement,
the transferring Person shall be released from all liability arising under this Agreement with respect to the Note B (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


 



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disposition of a participation
interest in the Note B as described in clause (c) below). In connection with any such permitted transfer of a portion of the Note
B and for all purposes of this Agreement, the Note A Holder need only recognize the majority holder of the Note B for purposes
of notices, consents and other communications between the Note A Holder and such majority holder of the Note B shall be the only
Person authorized hereunder to exercise any rights of the Note B Holder under this Agreement; provided, however,
the majority holder of the Note B 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 Note B Holder hereunder by delivering written
notice thereof to the Note A Holder, and, from and after delivery of such notice, such designee shall be so authorized hereunder
and shall be 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 Control Appraisal Period with respect to the Note B, the aforesaid delegation of rights shall terminate
and be of no further force and effect.


 


(d)       The
Note A Holder, shall have the right to Transfer all or any portion of Note A without the prior consent of the Note B Holder 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 Note A, 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, the Note A Holder
(and any Servicer on their behalf) shall not have any right to Transfer or cause the Transfer of the Note B.


 


(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.


 



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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 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


 



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


 


(i)         The
loan (the “Conduit Inventory Loan”) made by the Conduit to such 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 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


 



     42


     


    

 


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 Noteholder 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 Noteholder 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 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


 



     43


     


    

 


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.


 


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.


 






     44


     


    

 


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
the Note A Holder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from interest, fees or other
amounts payable to the Junior Noteholder with respect to the Mortgage Loan as a result of such Junior Noteholder constituting
a Non-Exempt Person, the Note A Holder, in its capacity as servicer, shall be entitled to do so with respect to such Junior Noteholder’s
interest in such payment (all withheld amounts being deemed paid to such 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)       The
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 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 such 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 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.


 


(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, the Junior Noteholder shall deliver to the Lead Securitization Noteholder or Servicer, as applicable,
evidence satisfactory to the Lead Securitization Noteholder


 



     45


     


    

 


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 the Junior Noteholder
(or, if 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
the Junior Noteholder (or, if 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 such Junior
Noteholder. The Lead Securitization Noteholder shall not be obligated to make any payment hereunder to the 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 B) will
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 shall be held by the Custodian (as defined in the Servicing Agreement).


 


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.


 






     46


     


    

 


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


 


(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 Bank USA, 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
Bank USA, 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


 






     47


     


    

 


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 Master Servicer shall automatically become and be the Agent.


 


Section
38.          Resizing. In connection with the Mortgage Loan, the Note B Holder agrees that if, in connection with the Securitization,
the Note A Holder determines that it is advantageous to resize Note A 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, the Note B Holder shall cooperate with the Note A Holder to effect such resizing at the Note A Holder’s
expense; 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, the Note B Holder, or priority of such payments, or (b) materially increase the Note
B Holder’s obligations or materially decrease the Note B Holder’s rights, remedies or protections. In connection with
the resizing of Note A, the Note A Holder may allocate its rights hereunder among the New Notes in any manner in its sole discretion.
Any cap on the Note A Holder’s obligation to pay the Note B Holder’s expenses pursuant to Section 40 of this Agreement
shall not apply to the Note B Holder’s expenses in connection with a resizing pursuant to this Section 38 or any
Securitization of a resized Note A.


 


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.


 


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 Note A Holder, the Note B Holder
shall use reasonable efforts, at the Note A Holder’s expense, to satisfy, and to cooperate with the Note A Holder in attempting
to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A Holder 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 Note A Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents,
in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however,
that either in connection with the Securitization or otherwise at any time prior to the Securitization the Note B Holder shall
not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable)
in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments
due to or priority of such payments, the Note B Holder or (ii) increase the Note B Holder’s obligations or decrease the
Note B Holder’s rights, remedies or protections. In connection with the Securitization, the Note B Holder agrees to


 



     48


     


    

 


provide
for inclusion in any disclosure document relating to the related Securitization such information concerning the Note B Holder
and the other Notes as the Note A Holder reasonably determines to be necessary or appropriate. The Note B Holder covenants and
agrees that it shall use reasonable efforts to cooperate with the requests of each Rating Agency and the Note A Holder 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 Note A Holder, as applicable. The Note B Holder acknowledges that the information
provided by it to the Note A Holder may be incorporated into the offering documents for a Securitization. The Note A Holder and
each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Note B Holder.


 


(b)       The
Note A Holder may, at its election, deliver to the Note B Holder drafts of the preliminary and final Securitization offering memoranda,
prospectus, preliminary 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 Note B Holder may, at its election, review
and comment thereon insofar as it relates to the Note B and/or the Note B Holder, and, if the Note B Holder elects to review and
comment, the Note B Holder shall review and comment thereon as soon as possible (but in no event later than (i) in the case of
the first draft thereof, two (2) 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 Note B Holder
fails to respond within such time, the Note B Holder shall be deemed to have elected to not comment thereon. In the event of any
disagreement between the Note B Holder with respect to the preliminary and final offering memoranda, prospectus supplement, free
writing prospectus or any other disclosure documents the Note A Holder’s determination shall control. Note B Holder has
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 Note A Holder acknowledges and agrees that (i) the Note B Holder shall not be required to
incur any out-of-pocket expenses in connection with a Securitization of Note A and (ii) the Note B Holder shall not be required
to disclose any of the beneficial owners of the managed account on behalf of which it is holding the Note B.


 


[SIGNATURE
PAGE FOLLOWS]


 




     49


     


    

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 BANK USA, a New York State-Chartered Bank, as Initial Note A Holder and Initial Agent
	 	 	 
		By:	/s/ Leah Nivison
	 	 	Name: Leah Nivison

Title: Authorized Signatory





 





	 	KOOKMIN
BANK CO., LTD., in its capacity as the Trustee of Shinhan AIM Real Estate Fund No. 4, as Initial Note B Holder
	 	 	 
		By:	/s/ Jean Moon
	 	 	Name: Jean Moon

Title: Manager of Custody Business Dept.


 




     


     


    

 


EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


A.       Description
of Mortgage Loan:


 


	Mortgage
    Loan:	Loan
    Agreement, dated as of March 29, 2018 between Goldman Sachs Bank USA, a New York State-Chartered Bank, as lender (together
    with its successors and assigns “Lender”), and Aliso Creek Apartment Partners, LLC, as borrower (together
    with its permitted successors and assigns, “Borrower”)
	Date
    of the Mortgage Loan:	March
    29, 2018
	Date
    of Note A:	June
    19, 2018
	Date
    of Note B:	June
    19, 2018
	Initial
    Principal Amount of Mortgage Loan:	$121,500,000
	Location
    of Mortgaged Property:	Aliso
    Viejo, California
	Initial
    Maturity Date:	Monthly
    Payment Date in April 2028


 


B.       Description
of Note Interests:


 


	Initial
    Note A Principal Balance:	$63,000,000
	Initial
    Note B Principal Balance:	$58,500,000
	Initial
    Note A Percentage Interest:	51.8518519%
	Initial
    Note B Percentage Interest:	48.1481481%
	Note
    A Rate:	3.519281746031750%
	Note
    B Rate:	5.587500000000000%





 









     A-1


     


    

 


EXHIBIT
B


 


1.    Initial
Note A Holder:


 


(Prior
to Securitization of Note A):


 


Goldman
Sachs Bank USA

200 West Street

New York, New York 10282

Attention: Leah Nivison





Email:
leah.nivison@gs.com


 


with
a copy to:


 


Goldman
Sachs Bank USA

200 West Street

New York, New York 10282

Attention: Joe Osborne





Email:
joe.osborne@gs.com


 




    B-1


     


    

 


2.    Initial
Note B Holder:


 


Shinhan
AIM Real Estate Fund No. 4

c/o Shinhan Alternative Investment Management Co., Ltd.

17FL, 70 Yeouidae-Ro, Yeongdeungpo-Gu, Seoul, Korea,
07325

Attention: Jimmy Cheong (정세환)

Phone: +82 2 3775 3947


Email:
shcheong@shinhan.com


 


with
a copy to:


 


K&L
Gates LLP

599 Lexington Avenue

New York, NY 100022-6030

Attention: Henry Shin, Esq.

Phone: (212) 536-4866

Email: henry.shin@klgates.com


 




    B-2


     


    

 


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



 




    C-1


     


    

 


EXHIBIT
D



Portfolio interest certification


 


Reference
is hereby made to the Agreement Between Noteholders dated as of June 25, 2018 (as amended, supplemented or otherwise modified
from time to time, the “Agreement”), by and among Goldman Sachs Bank USA, a New York State-Chartered Bank,
having an address of 200 West Street, New York, New York 10282 (together with its successors and assigns in interest, in its capacity
as initial owner of the Note A, the “Initial Note A Holder”), and Shinhan AIM Real Estate Fund No. 4, having
an address [ ] (together with its successors and assigns in interest, in its capacity as initial owner of the Note B, the “Initial
Note B Holder”).


 


Pursuant
to the provisions of Section 32 of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the Note B evidencing such Note B in respect of which it is providing this certificate, (ii) it is not a bank within
the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Mortgage Loan Borrower within
the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Mortgage Loan
Borrower as described in Section 881(c)(3)(C) of the Code.


 


The
undersigned has furnished the Servicer and the Mortgage Loan Borrower with a certificate of its non-U.S. Person status on IRS
Form W-8BEN-E.


 


Unless
otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.


 


	[NAME
    OF LENDER]	 
	 	 	 
	By:	 	 
	 	Name:

Title:	 
	 	 	 





Date:
________ __, 20[ ]


 





    D-1